Archive for September, 2012

BCE.PR.A / BCE.PR.B Interconversion Results

Wednesday, September 5th, 2012

BCE has announced:

that 2,957,474 of its 10,081,586 fixed-rate Cumulative Redeemable First Preferred Shares, Series AA (series AA preferred shares) have been tendered for conversion on September 1, 2012, on a one-for-one basis, into floating-rate Cumulative Redeemable First Preferred Shares, Series AB (series AB preferred shares). In addition, 3,020,190 of its 9,918,414 series AB preferred shares have been tendered for conversion on September 1, 2012, on a one-for-one basis, into series AA preferred shares. Consequently, on September 1, 2012, BCE will have 10,144,302 series AA preferred shares and 9,855,698 series AB preferred shares issued and outstanding. The series AA preferred shares and the series AB preferred shares will continue to be listed on the Toronto Stock Exchange under the symbols BCE.PR.A and BCE.PR.B, respectively.

The series AA preferred shares will pay on a quarterly basis, for the five-year period beginning on September 1, 2012, as and when declared by the Board of Directors of BCE, a fixed cash dividend based on an annual fixed dividend rate of 3.45%.

The series AB preferred shares will continue to pay a monthly floating adjustable cash dividend for the five-year period beginning on September 1, 2012, as and when declared by the Board of Directors of BCE. The monthly floating adjustable dividend for any particular month will continue to be calculated based on the prime rate for such month and using the Designated Percentage for such month representing the sum of an adjustment factor (based on the market price of the series AB preferred shares in the preceding month) and the Designated Percentage for the preceding month.

I’m surprised to see that so many BCE.PR.A remain, particularly since I recommended conversion to BCE.PR.B. But that’s what makes a market!

Both BCE.PR.A and BCE.PR.B are tracked by HIMIPref™; both are relegated to the Scraps index on credit concerns.

Sovereign Credit Ratings: Driver or Reflector?

Wednesday, September 5th, 2012

Manfred Gärtner and Björn Griesbach have published a paper titled Rating agencies, self-fulfilling prophecy and multiple equilibria? An empirical model of the European sovereign debt crisis 2009-2011. The introduction for the paper was reproduced badly on the link provided; there’s another version on Scribd:

We explore whether experiences during Europe’s sovereign debt crisis support the notion that governments faced scenarios of self-fulfilling prophecy and multiple equilibria. To this end, we provide estimates of the effect of interest rates and other macroeconomic variables on sovereign debt ratings, and estimates of how ratings bear on interest rates. We detect a nonlinear effect of ratings on interest rates which is strong enough to generate multiple equilibria. The good equilibrium is stable, ratings are excellent and interest rates are low. A second unstable equilibrium marks a threshold beyond which the country falls into an insolvency trap from which it may only escape by exogenous intervention. Coefficient estimates suggest that countries should stay well within the A section of the rating scale in order to remain reasonably safe from being driven into eventual default.

The literature review shows some controversy:

Among the first to put rating agencies into the game, in the sense that ratings might have an influence on outcomes if multiple sunspot equilibria exist, were Kaminsky & Schmukler (2002). In a panel regression they show that sovereign debt ratings do not only affect the bond market but also spill over into the stock market. This effect is stronger during crises, which could be explained by the presence of multiple equilibria. As a consequence they claim that rating agencies contribute to the instability in emerging financial markets. Carlson & Hale (2005) argue that if rating agencies are present, multiple equilibria emerge in a market in which otherwise only one equilibrium would exist. The purely theoretical paper is an application of global game theory and features heterogeneous investors. Boot, Milbourn & Schmeits (2006) arrive at the opposite conclusion: ratings serve as a coordination mechanism in situations where multiple equilibria loom. Using a rational-herd argument, they show that if enough agents base their investment decisions on ratings, others rationally follow. Since ratings have economic consequences, they emphasize that the role of rating agencies is probably far greater than that of the self-proclaimed messenger.

“Multiple sunspot equilibria”? I had to look that one up:

‘Sunspots’ is short-hand for ‘the extrinsic random variable’ (or ‘extrinsic randomizing device’) upon which agents coordinate their decisions. In a proper sunspot equilibrium, the allocation of resources depends in a non-trivial way on sunspots. In this case, we say that sunspots matter; otherwise, sunspots do not matter. Sunspot equilibrium was introduced by Cass and Shell; see Shell (1977) and Cass and Shell (1982, 1983). Sunspot models are complete rational-expectations, general-equilibrium models that offer an explanation of excess volatility.

The authors regress a nine-factor model:

  • Rating
  • GDP Growth
  • GDP per capital
  • Budget Surplus
  • Primary Surplus
  • Debt Ratio
  • Inflation
  • Bond Yield
  • Credit Spread

These indicators explain 60 percent of the variance of sovereign bond ratings in our panel. All estimated coefficients possess the expected signs, though not all are significantly different from zero. Ratings are found to improve with higher income growth and income levels, or with better overall and primary budget situations. Ratings deteriorate when the debt ratio, inflation or government bond yields go up.

Applying the test proposed in Davies (1987), the null hypothesis of no break was rejected, and the break point was found to lie between a BBB+ and a BBB rating.23 Regression estimates for the resulting two segments are shown as regressions 2a and 2b in Table 3. The differences between the two segments are striking. The slope coefficients differ by a ratio of ten to one. While, on average, a rating downgrade by one notch raises interest rates by 0.3 percentage points when ratings are in the range between AAA and A-, which comprises seven categories, a downgrade by one step raises the interest rate by 3.12 percent once the rating has fallen into the B segment or below.

That makes sense, at least qualitatively – default probabilities are not linear by notch, according to the agencies.

Now they get to the really controversial part:

This means that at sovereign debt ratings outside the A-segment, i.e. of BBB+ or worse, a downgrade generates an increase in the interest rate that justi es or more than justi es the initial downgrade, and may trigger a spiral of successive and eventually disastrous downgrades. Only countries in the A-segment of the rating scale appear to be safe from this, at least when the shocks to which they are exposed are only small. However, this only applies when marginal rating shocks occur. Larger shocks, and these have not been the exceptions during Europe’s sovereign debt crisis, may even jeopardize countries which were in secure A territory. We may illustrate this by looking at the impulse responses of equation (11) to shocks of various kinds and magnitudes. This provides us with insolvency thresholds that identify the size of a rating downgrade required to destabilize the public finances of countries with a given sovereign debt rating.

When rating shocks last, however, as has apparently been the case for the eurozone’s PIGS members, much smaller unsubstantiated rating changes may play havoc with government bond markets and suce to run initially healthy countries into trouble, as shown in Figure 6(b). In this scenario, an arbitrary, yet persistent, downgrade by two notches would trigger a downward spiral in a country with an AA rating. Rising interest rates would call for further downgrades, which would appear to justify the initial downgrade as an apparently good forecast.

And then they get to the real meat:

A more detailed look at the dynamics of the effect of debt rating downgrades on interest rates revealed that at least for countries with sovereign debt ratings outside the A range even erroneous, arbitrary or abusive rating downgrades may easily generate the very conditions that do actually justify the rating. Combined with earlier evidence that many of the rating downgrades of the eurozone’s peripheral countries appeared arbitrary and could not be justified on the basis of rating algorithms that explain the ratings of other countries or ratings before 2009, this result is highly discomforting. It urges governments to take a long overdue close look at financial markets in general, and at sovereign bond markets in particular, and at the motivations, dependencies and conflicts of interest of key players in these markets.

This paper has S&P’s shorts in a knot, and they have indignantly replied with a paper by Moritz Kraemer titled S&P’s Ratings Are Not “Self-Fulfilling Prophecies”:

In questioning the agencies’ integrity, the authors appear to suggest that the agencies follow some hidden agenda that has led them to act “abusively”. As is usually the case with conspiracy theories, little by way of evidence or persuasive rationale is offered to explain who benefits from the agencies’ supposed “strategic” or “disastrous” downgrades. Alas, the reality is not nearly as spectacular: rating agencies take their decisions based on their published criteria and are answerable to regulators if they fail to do so.

The authors also claim that the agencies’ rating actions “cannot be justified” because they do not accord with a mechanistic “ratings algorithm” of the authors’ own devising. Apart from the fact that ratings are subjective opinions as to possible future creditworthiness (and, like other opinions, neither “right” nor “wrong”), the authors fail to justify why their algorithm has more merit than the published comprehensive methodologies of the rating agencies. Nevertheless, so persuaded are the authors of their own algorithm they admonish the agencies for “manipulating the market by deviating” from the authors’ “correct rating algorithm”!

Standard & Poor’s, for one, long ago rejected an algorithmic approach to sovereign ratings as simplistic and unable to account for the subtleties of a sovereign’s political and institutional behavior.

Even more seriously:

At the heart of the paper’s confusion is its treatment of causality and correlation. The paper suggests that investors react to rating changes by asking for higher interest rates when a rating is lowered, but provide no evidence for their claim. In fact, the authors probably cannot provide such evidence as their data set has merely an annual observation frequency. To show causality, the paper should present data that played out during a period bounded by at least two yearly observation points. With such limited data, one cannot determine what came first: rating action or interest movement, or, indeed, whether one caused a change in the other at all!

The suggestion that in Europe’s financial crisis, the underlying pattern was one of ratings causality is effectively contradicted by the fact that spreads did not react for several years to our downgrades (starting in 2004) of several eurozone periphery countries.

Until early 2009, the CDS-market traded swaps on Portugal as though it were a ‘AAA’ credit (i.e. four notches above our rating at the time). When sentiment changed rapidly, the market “downgraded” Portugal to around ‘B’ in 2010, a full eight notches below the S&P rating at the time. Suggesting that the relatively modest rating changes had caused this massive sell-off appears far-fetched.

And then they get downright nasty:

We note that under the paper’s algorithm Greece should have been downgraded by a mere 0.15 notches between 2009 and 2011. In our view, the algorithm therefore would have entirely missed the Greek default in early 2012, the largest sovereign restructuring in financial history. By contrast, far from having acted in an “arbitrary or abusive” manner, Standard & Poor’s anticipated Greece’s default well before it occurred.

BPO.PR.F To Be Redeemed

Wednesday, September 5th, 2012

As part of their new issue announcement, Brookfield Office Properties has announced:

The net proceeds of the issue will be used to redeem Brookfield Office Properties’ Cumulative Class AAA Preference Shares, Series F and, to the extent the underwriters’ option is exercised, for general corporate purposes. The offering is expected to close on or about September 13, 2012.

BPO.PR.F is an OperatingRetractible paying 6% of par, redeemable at par commencing 2012-9-30. It is tracked by HIMIPref™ but relegated to the Scraps index on credit concerns.

New Issue: BPO FixedReset 4.60%+316

Wednesday, September 5th, 2012

Brookfield Office Properties has announced:

that it has agreed to issue to a syndicate of underwriters led by CIBC, RBC Capital Markets, Scotiabank and TD Securities Inc., for distribution to the public, eight million Cumulative Class AAA Rate Reset Preference Shares, Series T (the “Preferred Shares, Series T”). The Preferred Shares, Series T will be issued at a price of C$25.00 per share, for aggregate proceeds of C$200 million. Holders of the Preferred Shares, Series T will be entitled to receive a cumulative quarterly fixed dividend yielding 4.60% annually for the initial period ending December 31, 2018. Thereafter, the dividend rate will be reset every five years at a rate equal to the five-year Government of Canada bond yield plus 3.16%.

Holders of Preferred Shares, Series T will have the right, at their option, to convert their shares into Cumulative Class AAA Preference Shares, Series U (the “Preferred Shares, Series U”), subject to certain conditions, on December 31, 2018 and on December 31 every five years thereafter. Holders of Preferred Shares, Series U will be entitled to receive cumulative quarterly floating dividends at a rate equal to the 90-day Government of Canada Treasury Bill yield plus 3.16%.

Brookfield Office Properties has granted the underwriters an option, exercisable in whole or in part anytime up to two business days prior to closing, to purchase an additional two million Preferred Shares, Series T at the same offering price. Should the option be fully exercised, the total gross proceeds of the financing will be C$250 million.

The Preferred Shares, Series T will be offered by way of a prospectus supplement to the short-form base shelf prospectus of Brookfield Office Properties Inc. dated January 3, 2012. The prospectus supplement will be filed with securities regulatory authorities in all provinces of Canada.

The net proceeds of the issue will be used to redeem Brookfield Office Properties’ Cumulative Class AAA Preference Shares, Series F and, to the extent the underwriters’ option is exercised, for general corporate purposes. The offering is expected to close on or about September 13, 2012.

BPO has the following series of FixedResets already outstanding:

BPO FixedResets Outstanding
2012-9-4
Ticker Initial
Dividend
Issue
Reset
Spread
Next
Reset
Date
BPO.PR.L 1.6875 417 2014-9-30
BPO.PR.N 1.5375 307 2016-6-30
BPO.PR.P 1.2875 300 2017-3-31
BPO.PR.R 1.275 348 2016-9-30

Update: Rated Pfd-3(high) by DBRS.

September 4, 2012

Wednesday, September 5th, 2012

There are some indications of the size of QE3:

Federal Reserve Bank of San Francisco President John Williams called for additional bond purchases by the Fed to spur economic growth that would be open- ended and total at least $600 billion.

High unemployment and inflation below the Fed’s 2 percent target “would argue for additional accommodation now,” Williams said today in an interview on Bloomberg Television from Jackson Hole, Wyoming. “I would like to see something that has a measurable effect on job growth. That would be arguing for a pretty large program” that’s “at least as large as QE2,” or the second round of quantitative easing, he said.

The fiscal cliff in the US pales beside the Spanish one:

Spanish Prime Minister Mariano Rajoy said the country is unable to fund itself at the current cost of borrowing and needs sacrifices such as higher taxes to restore its national standing.

“If we do this we will start to recover confidence as a serious country that does what it says,” Rajoy said today in a speech to members of his People’s Party at Soutomaior Castle in Galicia. “At the moment we can’t finance ourselves at the prices of the market.”

Rajoy was addressing supporters in his home region on the same day that increases to value-added tax take effect. Spanish households already are squeezed by unemployment at close to 25 percent and austerity measures that will be equal to 15 percent of gross domestic product by 2014.

Covered bonds are in the news!

Investors could earn juicy yields buying beaten-up covered bonds secured on Spanish mortgages. The snag is that no one can really tell what would happen in a covered bond default.

It’s hard not to be tempted by the yields on offer on some Spanish mortgage covered bonds, securities that rank alongside senior debt, but have a priority claim on the banks’ real estate loans. Take Bankia, the soon-to-be-recapitalized lender, whose such bonds maturing in May 2018 are yielding almost 9 per cent, according to Thomson Reuters prices, about three percentage points more than Spanish government securities.

Take Bankia. At the end of the first quarter, each euro of its covered bonds was backed by 2.08 euros worth of residential and commercial real estate loans according to Moody’s. Assume a stressed scenario similar to the Irish housing downturn, as modelled by Fitch Ratings. The collateral would still fetch enough to cover 111 per cent of the debt, even after deducting expected losses from defaults and assuming each loan had to be sold for 70 cents of its nominal value, according to a Breakingviews analysis.

Still, there are reasons to be wary. First, the amount of collateral backing the bonds is not set in stone; it would reduce over time before default, say if a bank issued lots of covered bonds to the European Central Bank. Second, it’s hard to see who would buy the loans in an extreme, systemic crisis. Losses could be even steeper if Spain left the €.

The Canadian preferred share market started the month on a sour note, with PerpetualPremiums off 1bp, FixedResets losing 8bp and DeemedRetractibles down 5bp. Volatility was average, but dominated by Enbridge which announced a new issue today. Volume was extremely low, also dominated by Enbridge.

HIMIPref™ Preferred Indices
These values reflect the December 2008 revision of the HIMIPref™ Indices

Values are provisional and are finalized monthly
Index Mean
Current
Yield
(at bid)
Median
YTW
Median
Average
Trading
Value
Median
Mod Dur
(YTW)
Issues Day’s Perf. Index Value
Ratchet 0.00 % 0.00 % 0 0.00 0 -0.3074 % 2,397.3
FixedFloater 0.00 % 0.00 % 0 0.00 1 -0.3074 % 3,586.2
Floater 3.04 % 3.08 % 54,085 19.45 3 -0.3074 % 2,588.5
OpRet 4.63 % 3.37 % 29,647 0.79 4 -0.0859 % 2,548.6
SplitShare 5.48 % 5.00 % 74,576 4.62 3 -0.0400 % 2,797.7
Interest-Bearing 0.00 % 0.00 % 0 0.00 0 -0.0859 % 2,330.5
Perpetual-Premium 5.29 % 3.31 % 91,459 0.36 28 -0.0062 % 2,278.7
Perpetual-Discount 4.94 % 4.97 % 101,495 15.45 3 -0.4281 % 2,531.0
FixedReset 4.98 % 3.00 % 171,901 3.95 70 -0.0794 % 2,428.1
Deemed-Retractible 4.94 % 3.51 % 118,866 1.96 46 -0.0510 % 2,368.3
Performance Highlights
Issue Index Change Notes
ENB.PR.D FixedReset -1.53 % YTW SCENARIO
Maturity Type : Limit Maturity
Maturity Date : 2042-09-04
Maturity Price : 23.18
Evaluated at bid price : 25.15
Bid-YTW : 3.61 %
ENB.PR.H FixedReset -1.42 % YTW SCENARIO
Maturity Type : Limit Maturity
Maturity Date : 2042-09-04
Maturity Price : 23.11
Evaluated at bid price : 25.00
Bid-YTW : 3.45 %
HSB.PR.C Deemed-Retractible -1.42 % YTW SCENARIO
Maturity Type : Call
Maturity Date : 2012-10-04
Maturity Price : 25.50
Evaluated at bid price : 25.76
Bid-YTW : 3.46 %
ENB.PR.B FixedReset -1.10 % YTW SCENARIO
Maturity Type : Limit Maturity
Maturity Date : 2042-09-04
Maturity Price : 23.24
Evaluated at bid price : 25.17
Bid-YTW : 3.62 %
Volume Highlights
Issue Index Shares
Traded
Notes
ENB.PR.B FixedReset 165,880 RBC crossed four blocks: 75,000 shares, 17,200 shares, 20,000 and 10,500, all at 25.20.
YTW SCENARIO
Maturity Type : Limit Maturity
Maturity Date : 2042-09-04
Maturity Price : 23.24
Evaluated at bid price : 25.17
Bid-YTW : 3.62 %
CM.PR.P Deemed-Retractible 111,920 Called for redemption.
YTW SCENARIO
Maturity Type : Call
Maturity Date : 2012-10-29
Maturity Price : 25.00
Evaluated at bid price : 25.29
Bid-YTW : 1.38 %
ENB.PR.N FixedReset 111,445 YTW SCENARIO
Maturity Type : Limit Maturity
Maturity Date : 2042-09-04
Maturity Price : 23.17
Evaluated at bid price : 25.23
Bid-YTW : 3.83 %
ENB.PR.H FixedReset 97,716 RBC crossed 25,000 at 25.00.

YTW SCENARIO
Maturity Type : Limit Maturity
Maturity Date : 2042-09-04
Maturity Price : 23.11
Evaluated at bid price : 25.00
Bid-YTW : 3.45 %

ENB.PR.F FixedReset 42,234 RBC crossed 25,000 at 25.20.
Maturity Type : Limit Maturity
Maturity Date : 2042-09-04
Maturity Price : 23.18
Evaluated at bid price : 25.20
Bid-YTW : 3.70 %
ENB.PR.D FixedReset 27,536 TD crossed 10,000 at 25.20.
YTW SCENARIO
Maturity Type : Limit Maturity
Maturity Date : 2042-09-04
Maturity Price : 23.18
Evaluated at bid price : 25.15
Bid-YTW : 3.61 %
There were 4 other index-included issues trading in excess of 10,000 shares.
Wide Spread Highlights
Issue Index Quote Data and Yield Notes
TCA.PR.Y Perpetual-Premium Quote: 51.61 – 51.98
Spot Rate : 0.3700
Average : 0.2665

YTW SCENARIO
Maturity Type : Call
Maturity Date : 2014-03-05
Maturity Price : 50.00
Evaluated at bid price : 51.61
Bid-YTW : 3.74 %

BAM.PR.M Perpetual-Discount Quote: 24.25 – 24.49
Spot Rate : 0.2400
Average : 0.1597

YTW SCENARIO
Maturity Type : Limit Maturity
Maturity Date : 2042-09-04
Maturity Price : 23.97
Evaluated at bid price : 24.25
Bid-YTW : 4.97 %

SLF.PR.D Deemed-Retractible Quote: 23.15 – 23.35
Spot Rate : 0.2000
Average : 0.1217

YTW SCENARIO
Maturity Type : Hard Maturity
Maturity Date : 2022-01-31
Maturity Price : 25.00
Evaluated at bid price : 23.15
Bid-YTW : 5.45 %

GWO.PR.G Deemed-Retractible Quote: 25.29 – 25.50
Spot Rate : 0.2100
Average : 0.1358

YTW SCENARIO
Maturity Type : Call
Maturity Date : 2012-12-31
Maturity Price : 25.25
Evaluated at bid price : 25.29
Bid-YTW : 3.54 %

SLF.PR.F FixedReset Quote: 26.20 – 26.42
Spot Rate : 0.2200
Average : 0.1461

YTW SCENARIO
Maturity Type : Call
Maturity Date : 2014-06-30
Maturity Price : 25.00
Evaluated at bid price : 26.20
Bid-YTW : 3.06 %

SLF.PR.I FixedReset Quote: 25.50 – 25.70
Spot Rate : 0.2000
Average : 0.1328

YTW SCENARIO
Maturity Type : Call
Maturity Date : 2016-12-31
Maturity Price : 25.00
Evaluated at bid price : 25.50
Bid-YTW : 3.69 %

YLO Dilutes Preferred Shareholder Recapitalization Even More!

Tuesday, September 4th, 2012

Yellow Media Inc. has announced:

that, in connection with its proposed recapitalization, it has amended the plan of arrangement to be considered and voted upon by the Company’s debtholders and shareholders at the meetings scheduled to be held this coming Thursday, September 6, 2012.

The Board of Directors of Yellow Media has decided to amend the plan of arrangement pursuant to Section 6.3 thereof so that the Company’s existing convertible unsecured subordinated debentures will be exchanged, as part of the recapitalization, for an increased number of existing common shares, on the basis of 50 shares, up from 12.5 shares, for each $100 principal amount of existing subordinated debentures. This amendment is supported by the holders of the Company’s existing medium term notes that have executed support agreements in favour of the recapitalization. The revised exchange ratio is the same as the exchange ratio used to determine the consideration to be received pursuant to the recapitalization by holders of the Company’s existing preferred shares. The Board has made this decision after giving consideration to the numerous representations made to the Company regarding the recapitalization, in particular by holders of existing subordinated debentures. Yellow Media is of the view that the recapitalization, after giving effect to the amendment, is responsive to the comments which have been received and strikes a better balance between the interests of stakeholders having regard to available alternatives while recognizing the imperative of moving forward with the recapitalization in order to provide the Company with the necessary financial flexibility to pursue its ongoing business transformation.

The amendment does not affect the relative treatment of senior debtholders under the recapitalization. As such, in order to preserve the allocation to senior debtholders under the recapitalization and to account for the increased number of new common shares to be issued, the number of new common shares to be issued to senior debtholders pursuant to the recapitalization will increase from 21,295,090 to 23,062,947, the exercise price of the warrants will be reduced from $31.67 to $29.25, and the exchange price of the senior subordinated exchangeable debentures to be issued to senior debtholders pursuant to the recapitalization will be reduced from $21.95 to $20.27. The aggregate number of new common shares to be issued pursuant to the recapitalization will thus rise from 25,812,230 to 27,955,088.

So it used to be that preferred shareholders would be getting 1.8-million new common shares out of 25.8-million, or 7% of the company … now they’re getting 1.83-million out of 27.96-million, or 6.5%.

I have previously recommended that preferred shareholders should vote against the plan:

YLO has four series of preferred shares outstanding: YLO.PR.A, YLO.PR.B, YLO.PR.C and YLO.PR.D. I recommend that preferred shareholders vote against the plan, on the grounds that they are being treated as if they have all be forcibly converted into common at the YLO.PR.A / YLO.PR.B rates prior to the conversion of the old common into new securities. That’s reasonable for YLO.PR.A and YLO.PR.B, but not so much for YLO.PR.C and YLO.PR.D, which are not convertible by the company. And, even for the A & B holders – you’re not getting paid to vote yes, so why give it away? If the company wants a yes vote from you, they should provide a little sweetener; the offer that’s on the table is already a worst-case scenario.

New Issue: ENB FixedReset 4.00%+250

Tuesday, September 4th, 2012

Enbridge Inc. has announced:

that it has entered into an agreement with a group of underwriters to sell 10 million cumulative redeemable preference shares, series P (the “Series P Preferred Shares”) at a price of $25.00 per share for distribution to the public. Closing of the offering is expected on September 13, 2012.

The holders of Series P Preferred Shares will be entitled to receive fixed cumulative dividends at an annual rate of $1.00 per share, payable quarterly on the 1st day of March, June, September and December, as and when declared by the Board of Directors of Enbridge, yielding 4.00 per cent per annum, for the initial fixed rate period to but excluding March 1, 2019. The first quarterly dividend payment date is scheduled for December 1, 2012. The dividend rate will reset on March 1, 2019 and every five years thereafter at a rate equal to the sum of the then five-year Government of Canada bond yield plus 2.50 per cent. The Series P Preferred Shares are redeemable by Enbridge, at its option, on March 1, 2019 and on March 1 of every fifth year thereafter.

The holders of Series P Preferred Shares will have the right to convert their shares into cumulative redeemable preference shares, series Q (the “Series Q Preferred Shares”), subject to certain conditions, on March 1, 2024 and on March 1 of every fifth year thereafter. The holders of Series Q Preferred Shares will be entitled to receive quarterly floating rate cumulative dividends, as and when declared by the Board of Directors of Enbridge, at a rate equal to the sum of the then 90-day Government of Canada treasury bill rate plus 2.50 per cent.

Enbridge has granted to the underwriters an option, exercisable at any time up to 48 hours prior to the closing of the offering, to purchase up to an additional two million Series P Preferred Shares at a price of $25.00 per share.

The offering is being made only in Canada by means of a prospectus. Proceeds will be used to partially fund capital projects, to reduce existing indebtedness and for other general corporate purposes of the Corporation and its affiliates.

The syndicate of underwriters is co-led by TD Securities Inc., CIBC World Markets, RBC Capital Markets, and Scotia Capital Inc.

Enbridge has become a major player in the FixedReset space. Extant issues are:

ENB FixedResets Outstanding
Ticker Initial
Dividend
Issue
Reset
Spread
Reset
Date
ENB.PR.B $1.00 240bp 2017-6-1
ENB.PR.D $1.00 237bp 2018-3-1
ENB.PR.F $1.00 251bp 2018-6-1
ENB.PR.H $1.00 212bp 2018-9-1
ENB.PR.N $1.00 265bp 2018-12-1

Update, 2012-9-5: Supersize me!

Enbridge Inc. (TSX:ENB)(NYSE:ENB) today announced that as a result of strong investor demand for its previously announced offering of cumulative redeemable preference shares, series P (the “Series P Preferred Shares”), the size of the offering has been increased to 16 million shares. The aggregate gross proceeds will be $400 million.

Update, 2012-9-7:Pfd-2(low) by DBRS

YLO: CBCA, For Now

Tuesday, September 4th, 2012

Tim Kiladze of the Globe and Mail reports:

Yellow Media’s hopes of amending its restructuring proposal have been smacked down by a Quebec court just days before the company faces a vote on its much-criticized plan.

Early last week, Yellow Media put together a conference call to threaten that it would seek creditor protection in order to reduce almost $2-billion of debt should stakeholders vote against its current restructuring proposal. Those efforts were shot down just a few days later by judge Robert Mongeon, who delivered his ruling just a few hours before the long weekend started.

The sequence of events is a bit tricky to follow, but the gist of the story is that Yellow Media’s restructuring proposal has been filed under the Canada Business Corporations Act (CBCA). Last week, Yellow Media chief executive officer Marc Tellier tried to complicate the matter by amending the current resolution to implement the plan through the Companies’ Creditors Arrangement Act (CCAA) if the current effort “appears for any reason impracticable.”

Judge Mongeon didn’t let that language influence him. “I am of the view that the proposed amendment should not be part of the process currently envisaged under the CBCA inasmuch as it deals only with another proceeding under a different statute and which is, at this time, purely hypothetical.”

He explained his reasoning in detail. First, the judge noted that even Yellow Media admits that the proposed amendment isn’t necessary to pursue arrangement currently up for debate under the CBCA. Second, the CBCA and CCAA have different tests of admissability and different procedures, so having one proposal technically apply to both would be very tricky.

I am, of course, not a lawyer, but it’s my understanding that the CBCA is for solvent companies and the CCCA is for insolvent ones. Different admissabilities indeed!

I have previously recommended that preferred shareholders should vote against the plan:

YLO has four series of preferred shares outstanding: YLO.PR.A, YLO.PR.B, YLO.PR.C and YLO.PR.D. I recommend that preferred shareholders vote against the plan, on the grounds that they are being treated as if they have all be forcibly converted into common at the YLO.PR.A / YLO.PR.B rates prior to the conversion of the old common into new securities. That’s reasonable for YLO.PR.A and YLO.PR.B, but not so much for YLO.PR.C and YLO.PR.D, which are not convertible by the company. And, even for the A & B holders – you’re not getting paid to vote yes, so why give it away? If the company wants a yes vote from you, they should provide a little sweetener; the offer that’s on the table is already a worst-case scenario.

MAPF Performance: August 2012

Sunday, September 2nd, 2012

The fund strongly outperformed in August, due largely to stellar performance by insurer-issued DeemedRetractibles and BNA.PR.C. Another major factor was the relative performance of FixedResets, which underperformed DeemedRetractibles by 57bp over the month – relative to the index, the fund is underweight in FixedResets.

All the above factors ar a continuation of the trends that resulted in July’s outperformance.

The fund’s Net Asset Value per Unit as of the close August 31, 2012, was 10.6918.

Returns to August 31, 2012
Period MAPF BMO-CM “50” Index TXPR
Total Return
CPD
according to
Blackrock
One Month +2.11% +0.51% +0.37% +0.27%
Three Months +4.38% +1.90% +2.21% +1.93%
One Year +4.24% +5.75% +5.24% +4.71%
Two Years (annualized) +9.36% +8.27% +6.83% N/A
Three Years (annualized) +9.40% +7.60% +6.56% +5.81%
Four Years (annualized) +20.04% +7.81% +6.53% N/A
Five Years (annualized) +15.43% +5.01% +3.81% +3.16%
Six Years (annualized) +13.32% +4.23%    
Seven Years (annualized) +12.24% +4.14%    
Eight Years (annualized) +11.51% +4.25%    
Nine Years (annualized) +12.22% +4.43%    
Ten Years (annualized) +12.82% +4.63%    
Eleven Years (annualized) +12.29% +4.50%    
MAPF returns assume reinvestment of distributions, and are shown after expenses but before fees.
CPD Returns are for the NAV and are after all fees and expenses.
* CPD does not directly report its two- or four-year returns.
Figures for Omega Preferred Equity (which are after all fees and expenses) for 1-, 3- and 12-months are +0.37%, +1.61% and +5.12%, respectively, according to Morningstar after all fees & expenses. Three year performance is +6.55%.
Figures for Jov Leon Frazer Preferred Equity Fund Class I Units (which are after all fees and expenses) for 1-, 3- and 12-months are +0.11%, +1.06% and +2.63% respectively, according to Morningstar. Three Year performance is +3.87%
Figures for Manulife Preferred Income Fund (formerly AIC Preferred Income Fund) (which are after all fees and expenses) for 1-, 3- and 12-months are +0.46%, +2.04% & +4.70%, respectively. Three Year performance is +4.70%
Figures for Horizons AlphaPro Preferred Share ETF (which are after all fees and expenses) for 1-, 3- and 12-months are +0.43%, +2.01% & +6.67%, respectively.

MAPF returns assume reinvestment of dividends, and are shown after expenses but before fees. Past performance is not a guarantee of future performance. You can lose money investing in Malachite Aggressive Preferred Fund or any other fund. For more information, see the fund’s main page. The fund is available either directly from Hymas Investment Management or through a brokerage account at Odlum Brown Limited.

A problem that has bedevilled the market over the past year has been the OSFI decision not to grandfather Straight Perpetuals as Tier 1 bank capital, and their continued foot-dragging regarding a decision on insurer Straight Perpetuals has segmented the market to the point where trading has become much more difficult. The fund has done well by trading between GWO issues, which have a good range of annual coupons, but is “stuck” in the MFC and SLF issues, which have a much narrower range of coupon, while the IAG DeemedRetractibles are quite illiquid. Until the market became so grossly segmented, this was not so much of a problem – but now banks are not available to swap into (because they are so expensive) and non-regulated companies are likewise unavailable (because they are not DeemedRetractibles; they should not participate in the increase in value that will follow the OSFI decision I anticipate). The fund’s portfolio is, in effect ‘locked in’ to the MFC & SLF issues due to projected gains from a future OSFI decision, to the detriment of trading gains.

SLF DeemedRetractibles may be compared with PWF and GWO:


Click for Big

It is quite apparent that that the market continues to treat regulated insurance issues (SLF, GWO) no differently from unregulated issues (PWF).

Those of you who have been paying attention will remember that in a “normal” market (which we have not seen in well over a year) the slope of this line is related to the implied volatility of yields in Black-Scholes theory, as discussed in the January, 2010, edition of PrefLetter. The relationship is still far too large to be explained by Implied Volatility – the numbers still indicate an overwhelming degree of directionality in the market’s price expectations.

Sometimes everything works … sometimes it’s 50-50 … sometimes nothing works. The fund seeks to earn incremental return by selling liquidity (that is, taking the other side of trades that other market participants are strongly motivated to execute), which can also be referred to as ‘trading noise’. There were a lot of strongly motivated market participants during the Panic of 2007, generating a lot of noise! Unfortunately, the conditions of the Panic may never be repeated in my lifetime … but the fund will simply attempt to make trades when swaps seem profitable, without worrying about the level of monthly turnover.

There’s plenty of room for new money left in the fund. I have shown in recent issues of PrefLetter that market pricing for FixedResets is demonstrably stupid and I have lots of confidence – backed up by my bond portfolio management experience in the markets for Canadas and Treasuries, and equity trading on the NYSE & TSX – that there is enough demand for liquidity in any market to make the effort of providing it worthwhile (although the definition of “worthwhile” in terms of basis points of outperformance changes considerably from market to market!) I will continue to exert utmost efforts to outperform but it should be borne in mind that there will almost inevitably be periods of underperformance in the future.

The yields available on high quality preferred shares remain elevated, which is reflected in the current estimate of sustainable income.

Calculation of MAPF Sustainable Income Per Unit
Month NAVPU Portfolio
Average
YTW
Leverage
Divisor
Securities
Average
YTW
Capital
Gains
Multiplier
Sustainable
Income
per
current
Unit
June, 2007 9.3114 5.16% 1.03 5.01% 1.3240 0.3524
September 9.1489 5.35% 0.98 5.46% 1.3240 0.3773
December, 2007 9.0070 5.53% 0.942 5.87% 1.3240 0.3993
March, 2008 8.8512 6.17% 1.047 5.89% 1.3240 0.3938
June 8.3419 6.034% 0.952 6.338% 1.3240 $0.3993
September 8.1886 7.108% 0.969 7.335% 1.3240 $0.4537
December, 2008 8.0464 9.24% 1.008 9.166% 1.3240 $0.5571
March 2009 $8.8317 8.60% 0.995 8.802% 1.3240 $0.5872
June 10.9846 7.05% 0.999 7.057% 1.3240 $0.5855
September 12.3462 6.03% 0.998 6.042% 1.3240 $0.5634
December 2009 10.5662 5.74% 0.981 5.851% 1.1141 $0.5549
March 2010 10.2497 6.03% 0.992 6.079% 1.1141 $0.5593
June 10.5770 5.96% 0.996 5.984% 1.1141 $0.5681
September 11.3901 5.43% 0.980 5.540% 1.1141 $0.5664
December 2010 10.7659 5.37% 0.993 5.408% 1.0298 $0.5654
March, 2011 11.0560 6.00% 0.994 5.964% 1.0298 $0.6403
June 11.1194 5.87% 1.018 5.976% 1.0298 $0.6453
September 10.2709 6.10%
Note
1.001 6.106% 1.0298 $0.6090
December, 2011 10.0793 5.63%
Note
1.031 5.805% 1.0000 $0.5851
March, 2012 10.3944 5.13%
Note
0.996 5.109% 1.0000 $0.5310
June 10.2151 5.32%
Note
1.012 5.384% 1.0000 $0.5500
August, 2012 10.6918 4.70%
Note
0.991 4.743% 1.0000 $0.5071
NAVPU is shown after quarterly distributions of dividend income and annual distribution of capital gains.
Portfolio YTW includes cash (or margin borrowing), with an assumed interest rate of 0.00%
The Leverage Divisor indicates the level of cash in the account: if the portfolio is 1% in cash, the Leverage Divisor will be 0.99
Securities YTW divides “Portfolio YTW” by the “Leverage Divisor” to show the average YTW on the securities held; this assumes that the cash is invested in (or raised from) all securities held, in proportion to their holdings.
The Capital Gains Multiplier adjusts for the effects of Capital Gains Dividends. On 2009-12-31, there was a capital gains distribution of $1.989262 which is assumed for this purpose to have been reinvested at the final price of $10.5662. Thus, a holder of one unit pre-distribution would have held 1.1883 units post-distribution; the CG Multiplier reflects this to make the time-series comparable. Note that Dividend Distributions are not assumed to be reinvested.
Sustainable Income is the resultant estimate of the fund’s dividend income per current unit, before fees and expenses. Note that a “current unit” includes reinvestment of prior capital gains; a unitholder would have had the calculated sustainable income with only, say, 0.9 units in the past which, with reinvestment of capital gains, would become 1.0 current units.
DeemedRetractibles are comprised of all Straight Perpetuals (both PerpetualDiscount and PerpetualPremium) issued by BMO, BNS, CM, ELF, GWO, HSB, IAG, MFC, NA, RY, SLF and TD, which are not exchangable into common at the option of the company (definition refined in May, 2011). These issues are analyzed as if their prospectuses included a requirement to redeem at par on or prior to 2022-1-31, in addition to the call schedule explicitly defined. See OSFI Does Not Grandfather Extant Tier 1 Capital, CM.PR.D, CM.PR.E, CM.PR.G: Seeking NVCC Status and the January, February, March and June, 2011, editions of PrefLetter for the rationale behind this analysis.
Yields for September, 2011, to January, 2012, were calculated by imposing a cap of 10% on the yields of YLO issues held, in order to avoid their extremely high calculated yields distorting the calculation and to reflect the uncertainty in the marketplace that these yields will be realized. Commencing February, 2012, yields on these issues have been set to zero.

Significant positions were held in DeemedRetractible and FixedReset issues on July 31; all of these currently have their yields calculated with the presumption that they will be called by the issuers at par prior to 2022-1-31. This presents another complication in the calculation of sustainable yield. The fund also holds a position various SplitShare issues which also have their yields calculated with the expectation of a maturity at par.

I will no longer show calculations that assume the conversion of the entire portfolio into PerpetualDiscounts, as there are currently only three such issues of investment grade, from only two issuer groups. Additionally, the fund has no holdings of these issues.

It should be noted that the concept of this Sustainable Income calculation was developed when the fund’s holdings were overwhelmingly PerpetualDiscounts – see, for instance, the bottom of the market in November 2008. It is easy to understand that for a PerpetualDiscount, the technique of multiplying yield by price will indeed result in the coupon – a PerpetualDiscount paying $1 annually will show a Sustainable Income of $1, regardless of whether the price is $24 or $17.

Things are not quite so neat when maturity dates and maturity prices that are different from the current price are thrown into the mix. If we take a notional Straight Perpetual paying $5 annually, the price is $100 when the yield is 5% (all this ignores option effects). As the yield increases to 6%, the price declines to 83.33; and 83.33 x 6% is the same $5. Good enough.

But a ten year bond, priced at 100 when the yield is equal to its coupon of 5%, will decline in price to 92.56; and 92.56 x 6% is 5.55; thus, the calculated Sustainable Income has increased as the price has declined as shown in the graph:


Click for Big

The difference is because the bond’s yield calculation includes the amortization of the discount; therefore, so does the Sustainable Income estimate.

Thus, the decline in the MAPF Sustainable Income from $0.5500 per unit in June to $0.5071 per unit in August should be looked at as a simple consequence of the funds holdings; virtually all of which have their yields calculated in a manner closer to bonds than to Perpetual Annuities.

Different assumptions lead to different results from the calculation, but the overall positive trend is apparent. I’m very pleased with the long-term results! It will be noted that if there was no trading in the portfolio, one would expect the sustainable yield to be constant (before fees and expenses). The success of the fund’s trading is showing up in

  • the very good performance against the index
  • the long term increases in sustainable income per unit

As has been noted, the fund has maintained a credit quality equal to or better than the index; outperformance is due to exploitation of trading anomalies.

Again, there are no predictions for the future! The fund will continue to trade between issues in an attempt to exploit market gaps in liquidity, in an effort to outperform the index and keep the sustainable income per unit – however calculated! – growing.

MAPF Portfolio Composition: August 2012

Sunday, September 2nd, 2012

Turnover increased in August, to 9%.

There is extreme segmentation in the marketplace, with OSFI’s NVCC rule changes in February 2011 having had the effect of splitting the formerly relatively homogeneous Straight Perpetual class of preferreds into three parts:

  • Unaffected Straight Perpetuals
  • DeemedRetractibles explicitly subject to the rules (banks)
  • DeemedRetractibles considered by me, but not (yet!) by the market, to be likely to be explicitly subject to the rules in the future (insurers and insurance holding companies)

This segmentation, and the extreme valuation differences between the segments, has cut down markedly on the opportunities for trading. Another trend that hasn’t helped has been the migration of PerpetualDiscounts into PerpetualPremiums (due to price increases) – many of the PerpetualPremiums have negative Yields-to-Worst and those that don’t aren’t particularly thrilling; speaking very generally, PerpetualPremiums are to be avoided, not traded! This effect has caused the first of the three segments noted above to disappear for most practical purposes.

Sectoral distribution of the MAPF portfolio on August 31 was as follows:

MAPF Sectoral Analysis 2012-8-31
HIMI Indices Sector Weighting YTW ModDur
Ratchet 0% N/A N/A
FixFloat 0% N/A N/A
Floater 0% N/A N/A
OpRet 0% N/A N/A
SplitShare 10.0% (+0.1) 5.19% 5.50
Interest Rearing 0% N/A N/A
PerpetualPremium 0.0% (0) N/A N/A
PerpetualDiscount 0.0% (0) N/A N/A
Fixed-Reset 19.9% (+1.3) 2.65% 1.65
Deemed-Retractible 60.6% (-2.0) 5.17% 7.52
Scraps (Various) 8.6% (-0.3) 5.97% (see note) 10.85 (see note)
Cash 0.9% (+0.9) 0.00% 0.00
Total 100% 4.70% 6.37
Yields for the YLO preferreds have been set at 0% for calculation purposes, and their durations at 0.00, due to the the company’s decision to suspend preferred dividends and proposed reorganization.
Totals and changes will not add precisely due to rounding. Bracketted figures represent change from July month-end. Cash is included in totals with duration and yield both equal to zero.
DeemedRetractibles are comprised of all Straight Perpetuals (both PerpetualDiscount and PerpetualPremium) issued by BMO, BNS, CM, ELF, GWO, HSB, IAG, MFC, NA, RY, SLF and TD, which are not exchangable into common at the option of the company. These issues are analyzed as if their prospectuses included a requirement to redeem at par on or prior to 2022-1-31, in addition to the call schedule explicitly defined. See OSFI Does Not Grandfather Extant Tier 1 Capital, CM.PR.D, CM.PR.E, CM.PR.G: NVCC Status Confirmed and the January, February, March and June, 2011, editions of PrefLetter for the rationale behind this analysis. (all recent editions have a short summary of the argument included in the “DeemedRetractible” section)

The “total” reflects the un-leveraged total portfolio (i.e., cash is included in the portfolio calculations and is deemed to have a duration and yield of 0.00.). MAPF will often have relatively large cash balances, both credit and debit, to facilitate trading. Figures presented in the table have been rounded to the indicated precision.

Credit distribution is:

MAPF Credit Analysis 2012-8-31
DBRS Rating Weighting
Pfd-1 0 (0)
Pfd-1(low) 53.3% (+1.4)
Pfd-2(high) 27.2% (-1.7)
Pfd-2 0 (0)
Pfd-2(low) 10.0% (-0.3)
Pfd-3(high) 1.5% (+0.4)
Pfd-3 2.1% (-0.2)
Pfd-4(high) 0.6% (0)
Pfd-4 2.6% (-0.6)
Pfd-4(low) 1.4% (0)
Pfd-5(low) 0.3% (0)
Cash 0.9% (+0.9)
Totals will not add precisely due to rounding. Bracketted figures represent change from July month-end.

Liquidity Distribution is:

MAPF Liquidity Analysis 2012-8-31
Average Daily Trading Weighting
<$50,000 5.3% (-10.2)
$50,000 – $100,000 9.5% (+8.4)
$100,000 – $200,000 52.2% (-3.7)
$200,000 – $300,000 23.2% (+4.3)
>$300,000 9.0% (+0.4)
Cash 0.9% (+0.9)
Totals will not add precisely due to rounding. Bracketted figures represent change from July month-end.

MAPF is, of course, Malachite Aggressive Preferred Fund, a “unit trust” managed by Hymas Investment Management Inc. Further information and links to performance, audited financials and subscription information are available the fund’s web page. The fund may be purchased either directly from Hymas Investment Management or through a brokerage account at Odlum Brown Limited. A “unit trust” is like a regular mutual fund, but is sold by offering memorandum rather than prospectus. This is cheaper, but means subscription is restricted to “accredited investors” (as defined by the Ontario Securities Commission) or those who subscribe for $150,000+. Fund past performances are not a guarantee of future performance. You can lose money investing in MAPF or any other fund.

A similar portfolio composition analysis has been performed on the Claymore Preferred Share ETF (symbol CPD) as of August 31, 2011, and published in the October, 2011, PrefLetter. While direct comparisons are difficult due to the introduction of the DeemedRetractible class of preferred share (see above) it is fair to say:

  • MAPF credit quality is better
  • MAPF liquidity is a lower
  • MAPF Yield is higher
  • Weightings in
    • MAPF is much more exposed to DeemedRetractibles
    • MAPF is much less exposed to Operating Retractibles
    • MAPF is much more exposed to SplitShares
    • MAPF is less exposed to FixFloat / Floater / Ratchet
    • MAPF weighting in FixedResets is much lower