PrefBlog

Manulife Financial Corporation has announced (although not yet on their website):

the applicable dividend rates for its Non-cumulative Rate Reset Class 1 Shares Series 13 (the “Series 13 Preferred Shares”) (TSX: MFC.PR.K) and Non-cumulative Floating Rate Class 1 Shares Series 14 (the “Series 14 Preferred Shares”).

With respect to any Series 13 Preferred Shares that remain outstanding after September 19, 2018, holders thereof will be entitled to receive fixed rate non-cumulative preferential cash dividends on a quarterly basis, as and when declared by the Board of Directors of Manulife and subject to the provisions of the Insurance Companies Act (Canada). The dividend rate for the five-year period commencing on September 20, 2018, and ending on September 19, 2023, will be 4.41400% per annum or $0.275875 per share per quarter, being equal to the sum of the five-year Government of Canada bond yield as at August 21, 2018, plus 2.22%, as determined in accordance with the terms of the Series 13 Preferred Shares.

With respect to any Series 14 Preferred Shares that may be issued on September 19, 2018 in connection with the conversion of the Series 13 Preferred Shares into the Series 14 Preferred Shares, holders thereof will be entitled to receive floating rate non-cumulative preferential cash dividends on a quarterly basis, calculated on the basis of actual number of days elapsed in each quarterly floating rate period divided by 365, as and when declared by the Board of Directors of Manulife and subject to the provisions of the Insurance Companies Act (Canada). The dividend rate for the three-month period commencing on September 20, 2018, and ending on December 19, 2018, will be 0.91773% (3.68100% on an annualized basis) or $0.229433 per share, being equal to the sum of the three-month Government of Canada Treasury bill yield as at August 21, 2018, plus 2.22%, as determined in accordance with the terms of the Series 14 Preferred Shares.

Beneficial owners of Series 13 Preferred Shares who wish to exercise their right of conversion should instruct their broker or other nominee to exercise such right before 5:00 p.m. (Toronto time) on September 4, 2018. The news release announcing such conversion right was issued on August 10, 2018 and can be viewed on SEDAR or Manulife’s website. Conversion inquiries should be directed to Manulife’s Registrar and Transfer Agent, AST Trust Company (Canada), at 1‑800-783-9495.

The Toronto Stock Exchange (“TSX”) has conditionally approved the listing of the Series 14 Preferred Shares effective upon conversion. Listing of the Series 14 Preferred Shares is subject to Manulife fulfilling all the listing requirements of the TSX and, upon approval, the Series 14 Preferred Shares will be listed on the TSX under the trading symbol “MFC.PR.S”.

MFC.PR.K is a FixedReset, 3.80%+222, that commenced trading 2013-6-21 after being announced 2013-6-17. The announcement of extension has been previously reported. The issue is tracked by HIMIPref™ and is assigned to the FixedReset subindex. Since it is an insurance holding company issue without a NVCC clause, a Deemed Maturity at par as of 2025-1-31 has been added to the redemption schedule as is my normal practice.

The most logical way to analyze the question of whether or not to convert is through the theory of Preferred Pairs, for which a calculator is available. Briefly, a Strong Pair is defined as a pair of securities that can be interconverted in the future (e.g., MFC.PR.K and the FloatingReset, MFC.PR.S, that will exist if enough holders convert). Since they will be interconvertible on this future date, it may be assumed that they will be priced identically on this date (if they aren’t then holders will simply convert en masse to the higher-priced issue). And since they will be priced identically on a given date in the future, any current difference in price must be offset by expectations of an equal and opposite value of dividends to be received in the interim. And since the dividend rate on one element of the pair is both fixed and known, the implied average rate of the other, floating rate, instrument can be determined. Finally, we say, we may compare these average rates and take a view regarding the actual future course of that rate relative to the implied rate, which will provide us with guidance on which element of the pair is likely to outperform the other until the next interconversion date, at which time the process will be repeated.

We can show the break-even rates for each FixedReset / FloatingReset Strong Pair graphically by plotting the implied average 3-month bill rate against the next Exchange Date (which is the date to which the average will be calculated).

Click for Big

The market appears to be relatively uninterested in floating rate product; the implied rates until the next interconversion bracket the current 3-month bill rate as the averages for investment-grade and junk issues are at +1.32% and +1.45%, respectively. Whatever might be the result of the next few Bank of Canada overnight rate decisions, I suggest that it is unlikely that the average rate over the next five years will be lower than current – but if you disagree, of course, you may interpret the data any way you like.

Since credit quality of each element of the pair is equal to the other element, it should not make any difference whether the pair examined is investment-grade or junk, although we might expect greater variation of implied rates between junk issues on grounds of lower liquidity, and this is just what we see.

If we plug in the current bid price of the MFC.PR.K FixedReset, we may construct the following table showing consistent prices for its soon-may-be-issued FloatingReset counterpart, MFC.PR.S, given a variety of Implied Breakeven yields consistent with issues currently trading:

Based on current market conditions, I suggest that the FloatingResets that will result from conversion are likely to be cheap and trading below the price of their FixedReset counterparts. Therefore, it seems likely that I will recommend that holders of MFC.PR.K continue to hold the issue and not to convert, but I will wait until it’s closer to the September 4 notification deadline before making a final pronouncement. I will note that once the FloatingResets commence trading (if, in fact, they do) it may be a good trade to swap the FixedReset for the FloatingReset in the market once both elements of each pair are trading and you can – presumably, according to this analysis – do it with a reasonably good take-out in price, rather than doing it through the company on a 1:1 basis. But that, of course, will depend on the prices at that time and your forecast for the path of policy rates over the next five years. There are no guarantees – my recommendation is based on the assumption that current market conditions with respect to the pairs will continue until the FloatingResets commence trading and that the relative pricing of the two new pairs will reflect these conditions.

Enbridge Inc. has announced:

that none of Enbridge’s outstanding Cumulative Redeemable Preference Shares, Series H (Series H Shares) will be converted into Cumulative Redeemable Preference Shares, Series I of Enbridge (Series I Shares) on September 1, 2018.

After taking into account all conversion notices received from holders of its outstanding Series H Shares by the August 17, 2018 deadline for the conversion of the Series H Shares into Series I Shares, less than the 1,000,000 Series H Shares required to give effect to conversions into Series I Shares were tendered for conversion.

ENB.PR.H is a FixedReset, 4.00%+212, that commenced trading 2012-3-29 after being announced 2012-3-20. It will reset to 4.376% effective 2018-9-1. The issue is tracked by HIMIPref™ but relegated to the Scraps index on credit concerns.

Aimia Inc. has announced:

Air Canada, TD, CIBC, Visa and Aimia Reach Agreement in Principle for Acquisition of Aeroplan Loyalty Business

•Purchase price consists of $450 million in cash and the assumption of approximately $1.9 billion of Aeroplan Miles liability
•Agreement in principle was unanimously approved by Aimia’s Board of Directors and is supported by Mittleman Brothers
•Transaction would provide value for Aimia and its shareholders and continuity for Aeroplan members and customers of Air Canada, TD, CIBC and Visa
•Transaction subject to negotiation of definitive agreements and other conditions; completion expected fall 2018

TORONTO, Aug. 21, 2018 /CNW Telbec/ – Air Canada, The Toronto-Dominion Bank (“TD”), Canadian Imperial Bank of Commerce (“CIBC”), Visa Canada Corporation (“Visa”) (collectively, “the Consortium”) and Aimia Inc. (“Aimia”) announced today that they have entered into an agreement in principle for the acquisition of Aimia’s Aeroplan loyalty business.
…
Mittleman Brothers, LLC, Aimia’s largest shareholder who owns approximately 17.6% of Aimia’s common shares, has provided a lock-up and support agreement under which it has agreed to vote in favour of the proposed transaction.

The aggregate purchase price consists of $450 million in cash and is on a cash-free, debt-free basis and includes the assumption of approximately $1.9 billion of Aeroplan Miles liability.

The Canadian Press points out:

Aimia’s recent Aeroplan partnership agreements with three Canadian airlines — Air Transat, Flair Airlines and Porter Airlines — are now up in the air.

“Those were perhaps part of the negotiations and trying to build the pressure on getting a transaction,” said AltaCorp Capital analyst Chris Murray.

Aimia had also been in discussions with the Oneworld airline alliance, whose members include British Airways, American Airlines and Cathay Pacific.

Gabor Forgacs, associate professor at the Ted Rogers School of Management at Ryerson University, said the key incentive for Canada’s largest airline is customer data that can be used to encourage more member spending.

“Every time a member of the loyalty program goes to make a purchase and taps or swipes that card, he or she would earn points — however, they will agree to give away the information,” Forgacs said. “They will know where I was, what I bought, how much I spent.”

AIM preferreds jumped on the news:

All three issues are tracked by HIMIPref™ but are relegated to the Scraps index on credit concerns.

Aimia’s been in the news quite a bit lately … it began when preferred dividends were suspended in June, 2017, continued through dark muttering from DBRS in February, 2018, reached a nadir when S&P declared the preferreds in default, but then got happier when the initial bid for Aeroplan was followed by a bid for the Mexican assets.

Note that the bids are not for the company, just for most of its assets. If successful, the bid will change the balance sheet significantly – and just how good the preferreds will look at that point will be the topic of much speculation and puzzling over the balance sheet.

Update, 2018-08-22: DBRS comments:

DBRS notes that although the Consortium’s proposal is not for Aimia shares, the sale of the Aeroplan program could be sufficient in size to trigger a change-of-control provision in Aimia’s Senior Secured Debt that requires the occurrence of both a change of control and a rating event (i.e., a rating downgrade of the Senior Secured Debt). If triggered, the provision requires that an offer be made to repurchase at a price equal to 101% of the outstanding Senior Secured Debt of the Company.

DBRS notes that as of Q2 2018, Aimia had approximately $329 million of debt, $249 million of cash, $22 million of restricted cash and $260 million invested in corporate and government bonds. The debt consists of $250 million of Senior Secured Notes due May 2019 and $80 million (including $9 million of letters of credit) drawn on the credit facility, which matures in 2020. Following the Transaction, Aimia would be meaningfully smaller in size and consist of Proprietary Loyalty Canada and Insights & Loyalty Solutions (which includes Air Miles Middle East), along with investments in PLM Premier, S.A.P.1. de C.V.; Cardlytics; and Think Big Digital. The Company would have approximately $720 million of cash and $260 million of bond investments that would be sufficient to repay the outstanding debt.

DBRS will proceed with its review as more information becomes available.

In addition, it will be noted that the company has $315.8-million worth (par value) of preferreds outstanding, which have so far accumulated $17-million of unpaid cumulative dividends, which continue to accumulate at $17-million p.a.

In addition, the company reports a pension funding deficit of $21.3-million, and “Other Employee Future Benefits” of $21.6-million.

DBRS has announced that it:

confirmed the Cumulative Preferred Shares rating of Canaccord Genuity Group Inc. (CF or the Company) at Pfd-3 (low). The trend has been revised to Stable from Negative. The Company’s Support Assessment is SA3.
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The ratings also consider the headwinds facing CF that have driven weak results and low returns in recent years. DBRS sees inconsistent profitability as a concern at the current rating level and will look for continued success in the wealth management business to drive consistent earnings. While CF’s wealth management expansion is contributing to earnings stability, it has also resulted in increased debt levels and lower tangible common equity, which is also factored into the current rating level.
…
Demonstrating its franchise diversification, CF reported 71% of its capital-markets revenues were generated outside Canada and 88% of investment-banking and advisory revenues were from sectors outside resources. The Company’s increasing business and geographic diversification has helped to offset headwinds in its traditional Canadian market.
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DBRS notes the risk in managing important relationships and, although the Company has procedures in place to manage its inventory positions, it maintains aged positions resulting from activities undertaken to support clients that bring important business to CF. These positions have the potential to experience mark-to-market losses. Given the challenging operating environment, properly assessing counterparty risk, including a counterparty’s ability to meet margin calls, remains critical.
…
Given the nature of the business and a relatively liquid balance sheet that includes cash and other liquid assets, liquidity is good. As of June 30, 2018, the Company had sufficient cash and liquid assets to meet any short-term liability needs. Furthermore, cash flows have generally been positive and the fixed-charge coverage ratio continues to improve.

Capitalization is satisfactory with a total assets/total common equity ratio of 6.9 times, which is generally in line with recent leverage levels. Tangible common equity has weakened with the acquisition of Hargreave Hale and the associated goodwill. As of Q1 2019, tangible common equity/tangible assets of 5.3% is low compared with historical levels, averaging 6.6% over the past five full fiscal years. Long-term debt as a percentage of total capitalization is also increasing with higher debt levels, though DBRS sees this as acceptable, given that leverage is used to grow the wealth management business. Importantly, working capital of $564 million is good and capital levels remain well above regulatory net-capital requirements.

Affected issues are CF.PR.A and CF.PR.C.

Global Champions Split Corp. has announced:

its intention to redeem all of its outstanding Class A Preferred Shares, Series 1 (the “Series 1 Preferred Shares”) (TSX: GCS.PR.A) for cash on August 20, 2018 the “Redemption Date”) in accordance with the terms of the Series 1 Preferred Shares.

The redemption price per Series 1 Preferred Share will be equal to C$25.25 plus accrued and unpaid dividends as of the Redemption Date of C$0.1374 per share, representing a total redemption price of C$25.3874 per Series 1 Preferred Share (the “Redemption Price”).

Notice will be delivered to holders of Series 1 Preferred Shares in accordance with the terms of the Series 1 Preferred Shares.

From and after the Redemption Date the Series 1 Preferred Shares will cease to be entitled to dividends or any other participation in any distribution of the assets of the Company and the holders thereof shall not be entitled to exercise any of their other rights as shareholders in respect thereof except to receive the Redemption Price (less any tax required to be deducted and withheld by the Company). It is expected that the Toronto Stock Exchange will halt trading on the Series 1 Preferred Shares at the opening of business on the Redemption Date and delist such Series 1 Preferred Shares at the close of business on the Redemption Date.

Although this press release was dated 2018-8-2, it does not yet appear on their website; nor is there anything on their website to suggest that anything unusual is happening with the company. The press release is available only – as far as I can tell – on SEDAR, which (as I’m sure everybody remembers) prohibits direct linking to these public documents as the Canadian Securities Administrators appear to believe that dissemination of material investment information should be made as difficult as possible. So interested parties will have to search for “Global Champions Split Corp. Aug 2 2018 17:25:19 ET News release – English PDF 309 K”

This is an appalling example of non-existent communication by the company.

The directors are the following clowns:Frank N.C. Lochan, Brian D. Lawson, John P. Barratt, James L.R. Kelly.

The following idiots are officers of the company:

• Brian D. Lawson, Chairman and President
• Adil Mawani, Chief Financial Officer
• Loretta M. Corso, Corporate Secretary

Assiduous Readers with good memories will single out the following dolts for special scorn:

• Frank N.C. Lochan
• Brian D. Lawson
• John P. Barratt
• James L.R. Kelly

… who were also directors of Partners Value Split Inc. when it did a completely shitty job of reporting to shareholders. Loretta M. Corso was also an officer of PVS at that time.

Pretty crap work, guys. Incompetent scum.

Update: DBRS discontinues rating:

DBRS Limited (DBRS) discontinued the rating on the Class A Preferred Shares, Series 1 (the Preferred Shares) issued by Global Champions Split Corp. as the Preferred Shares were fully repaid on August 20, 2018.

Update: I see the August 2 press release is now available on the company website. About time, assholes.