PrefBlog

M-Split Corp. has announced:

In connection with the reorganization, the Company’s investment manager, Quadravest Capital Management Inc. (“Quadravest”), will be lowering its annual management fee from 0.55% to 0.45% per annum of the net asset value of the Company. In addition, the discount to net asset value applicable to monthly redemptions of Class I Preferred Shares, Class II Preferred Shares and Capital Shares will be decreased from 4% to 3% and this discount will be paid to Quadravest and not retained by the Company. These measures are intended to lower ongoing expenses of the Company and improve trading prices of the Class I Preferred Shares, Class II Preferred Shares and Capital Shares relative to net asset value for the Company.

Shareholders are being given a special retraction right as a result of the approval of this capital reorganization, which is in addition to the regular monthly retraction at the end of February and the dissent rights which Shareholders had in respect of the special meeting under the Business Corporations Act (Ontario).

Shareholders who do not wish to remain invested in the Company under its reorganized share structure will have until 5:00 p.m. (Toronto time) on February 26, 2010 to provide the Company with notice through their CDS participant that they wish to have their Priority Equity Shares or Class A Shares redeemed pursuant to this special retraction right. On such a special retraction, each holder of a Priority Equity Share will receive the lesser of (i) 96% of the net asset value per Unit of the Company at the retraction date, and (ii) $7.63 per Priority Equity Share (representing the volume weighted average trading price (“VWAP”) of the Priority Equity Shares on the Toronto Stock Exchange (“TSX”) for the 20 trading days ending on February 2, 2010); while holders of Class A Shares will receive the lesser of (i) 4% of the net asset value per Unit of the Company at the retraction date, and (ii) $0.46 per Class A Share (representing the VWAP of the Class A Shares on the TSX for the 20 trading days ending on February 2, 2010). Shareholders interested in exercising such retraction right should contact the CDS Participant through which they hold the Shares for further information and instructions as to how to exercise this right. Shareholders should note that the requirements of any particular CDS Participant may vary, and that Shareholders may need to inform their CDS Participant of any intention to exercise this retraction right in advance of the February 26 deadline.

If more Class A Shares are tendered for retraction under the special retraction right than Priority Equity Shares, the outstanding Priority Equity Shares will be consolidated so that following the retraction pursuant to this special retraction right there would be an equal number of Priority Equity Shares and Class A Shares outstanding. Similarly, if more Priority Equity Shares are tendered for retraction than Class A Shares, the outstanding Class A Shares will be consolidated so that again there would be an equal number of Priority Equity Shares and Class A Shares outstanding following implementation of the special retraction. The Company may implement this consolidation by adjusting the number of Class I Preferred Shares, Class II Preferred Shares, 2011 Warrants and 2012 Warrants to be issued to holders of Priority Equity Shares (in the event a consolidation of Priority Equity Shares is required) or by adjusting the number of Capital Shares to be issued to holders of Class A Shares (in the event a consolidation of Capital Shares is required).

The Company has the discretion not to proceed with this capital reorganization, notwithstanding it has been approved by Shareholders. The Company expects that it will exercise its discretion in this regard only if the number of Priority Equity Shares or Class A Shares being retracted pursuant to the special retraction right is such that the number of Shareholders remaining, or the number of Class I Preferred Shares, Class II Preferred Shares and Capital Shares to be issued and outstanding following implementation of the capital reorganization, is insufficient to meet the listing requirements of the TSX in respect of the Class I Preferred Shares, Class II Preferred Shares and Capital Shares.

The NAVPU as of January 29 is 8.50 net of accrued dividends for the preferred shareholders according to the company, so the ability to retract at 7.63 is no great shakes. It is a total disgrace that the capital unitholders are being allowed to retract at over thirty cents; this displays the spinelessness of preferred shareholders who voted for this plan.

XMF.PR.A was last mentioned on PrefBlog when the reorganization was approved. XMF.PR.A is not tracked by HIMIPref™.

Commerce Split Corp. has announced:

In order to elect one of the two investment options, Shareholders must ensure that they make their election through their CDS Participant, in accordance with such participant’s election process and timing, so that the election is received by Computershare Investor Services Inc. no later than 5:00 p.m. (Toronto Time) on February 26, 2010 (the “Notice Deadline”).

Shareholder should note that the requirements of any particular CDS Participant may vary, and that Shareholders may need to inform their CDS Participant of any intention to elect in advance of the February 26 deadline.

If an Election Notice is not received from a Shareholder by the Notice Deadline, the Shareholder will be deemed to have elected to transfer to into the New Commerce Split Fund. Shareholders are advised to contact their financial advisers if they need assistance in making an investment decision in respect of this election.

Assiduous Readers will remember I recommended against the Reorg but that it passed anyway. Bloodied but unbowed, I now recommend that holders of XCM.PR.A elect to receive units in the “Original Commerce Split Fund”, since I don’t really see any financial advantage on a portfolio perspective that would justify the recapitalization of the company with preferred share-holder money without the extant capital unitholders being wiped out.

XCM.PR.A is not tracked by HIMIPref™.

Allbanc Split Corp. II has announced:

that it has called 441,030 Preferred Shares for cash redemption on February 26, 2010 (in accordance with the Company’s Articles) representing approximately 11.683% of the outstanding Preferred Shares as a result of the special annual retraction of 882,060 Capital Shares by the holders thereof. The Preferred Shares shall be redeemed on a pro rata basis, so that each holder of Preferred Shares of record on February 25, 2010 will have approximately 11.683% of their Preferred Shares redeemed. The redemption price for the Preferred Shares will be $25.00 per share.

In addition, holders of a further 911,822 Capital Shares and 455,911 Preferred Shares have deposited such shares concurrently for retraction on February 26, 2010. As a result, a total of 1,793,882 Capital Shares and 896,941 Preferred Shares, or approximately 21.201% of both classes of shares currently outstanding, will be redeemed.

Holders of Preferred Shares that are on record for dividends but have been called for redemption will be entitled to receive dividends thereon which have been declared but remain unpaid up to but not including February 26, 2010.

Payment of the amount due to holders of Preferred Shares will be made by the Company on February 26, 2010. From and after February 26, 2010 the holders of Preferred Shares that have been called for redemption will not be entitled to dividends or to exercise any right in respect of such shares except to receive the amount due on redemption.

ALB.PR.A was last mentioned on PrefBlog when it was upgraded to Pfd-3(high) by DBRS. ALB.PR.A is tracked by HIMIPref™, but is relegated to the Scraps subindex on credit concerns.

Dominion Bond Rating Service has announced:

that Yellow Media’s conversion, as described, is not expected to have any impact on its current R-1 (low), BBB (high), BBB and Pfd-3 (high) credit ratings. DBRS notes that its credit ratings remain supported by: (1) a manageable business risk profile to date, with Yellow Media’s Directories segment (more than 90% of EBITDA) exhibiting stable results, while cyclical pressure remains evident in its Vertical Media segment (less than 10% of EBITDA), and (2) the improvement in its financial risk profile, which has been a direct result of debt reduction efforts afforded by its reduced distribution rate in May 2009.
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Additionally, DBRS notes that since Yellow Media lowered its distribution in 2009, the Company has improved its financial risk profile by reducing leverage to end 2009 with debt-to-EBITDA of roughly 2.57 times, down from 2.91 times at the end of 2008. The Company also announced that it plans to continue deleveraging during this transitional period.
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While reduced leverage helps to support Yellow Media’s financial risk profile, DBRS notes that its ratings are largely based on its business risk profile. While there are significant risks on the horizon as the Company repositions its businesses to adapt to an increasingly digital world, to date DBRS has seen no evidence that this transformation has materially changed the Company’s business risk profile – that is, it retains its leading position as the incumbent directory company across Canada, servicing more than 400,000 local small and medium-sized enterprises.

YPG’s press release is titled Yellow Pages Income Fund Provides Clarity on Path to Conversion to a Corporation

YPG has four preferred share issues outstanding: YPG.PR.A & YPG.PR.B (Operating Retractible) and YPG.PR.C & YPG.PR.D (FixedReset). All are tracked by HIMIPref™ and all are relegated to the Scraps subindex on credit concerns.