Month: November 2019

Standard and Poor’s has announced:

• Growing wireless operations, improving wireline profitability, and noncore asset sales have enabled Calgary-based Shaw Communications Inc. to exit fiscal 2019 with S&P Global Ratings’ adjusted debt-to-EBITDA ratio of 2x.
• We believe Shaw can sustain leverage below 2.5x (post IFRS-16) over the next two years even assuming wireless spectrum investments and higher cash dividend outflow.
• As a result, S&P Global Ratings revised its outlook on Shaw to positive from stable. At the same time, S&P Global Ratings affirmed all of its ratings on Shaw, including its ‘BBB-‘ issuer credit and unsecured issue-level ratings.
• The positive outlook reflects our view that a more balanced competitive environment in wireline combined with disciplined growth in wireless can help sustain Shaw’s improved financial profile over the near term despite higher competition in wireless and generally rising regulatory risks.

…
Growth in Shaw’s wireless subscriber base and improving profitability in wireline will support EBITDA growth and margins. In the past few years, Shaw has taken major steps to establish itself as a fourth national player in the Canadian wireless market. Concrete steps the company has taken to expand its wireless operations include: adding 266,000 net subscribers to expand its subscriber base to 1.7 million (about 10% market share of covered population), launching its Big Gig Unlimited and Absolute Zero Plans in the fourth quarter to compete against incumbents, expanding its network to cover 50% of Canadians (18.5 million people), deploying 700 MHz spectrum, and doubling its retail distribution network. A network quality closer to that of peers, a growing subscription base, and a significantly lower-priced offering should continue to support the company’s wireless growth.
…
We could raise the rating within the next 12 months if the company continues to profitably expand its wireless business and maintain stable wireline EBITDA such that EBITDA shows growth year-over-year and S&P Global Ratings’ adjusted EBITDA margins remain strong (over 40%), reflecting the success of Shaw’s various strategies and arguably benign regulatory environment. Also taking into consideration spectrum auctions and shareholder returns, we expect Shaw’s peak leverage to remain below 2.75x in the future.

We could stabilize the outlook if we view the competitive and regulatory risks to be detrimental to Shaw’s operations (either wireless or wireline) such that there is increasing risk that leverage will ultimately prove to be higher than 2.75x. We will also have lower tolerance if Shaw pursues aggressive shareholder returns (higher than our base-case scenario) at the expense of business growth or balance-sheet strength and this will likely be reflected by a lower tolerance if leverage metrics exceed 2.75x.

Affected issues are SJR.PR.A and SJR.PR.B.

DBRS has announced that it:

changed the trends on Artis Real Estate Investment Trust’s (Artis or the Trust) Senior Unsecured Debentures and Preferred Trust Units to Negative from Stable and confirmed the ratings at BBB (low) and Pfd-3 (low), respectively. The Negative trends reflect increased debt and, therefore, leverage as Artis used fewer proceeds from property dispositions for debt reduction and more for unit buybacks than DBRS Morningstar expected based on the Trust’s strategic initiatives announced on November 1, 2018. In DBRS Morningstar’s view, Artis’s execution of its strategic initiatives to date has heavily favoured unitholders, which has resulted in elevated leverage (i.e., total debt-to-EBITDA of 10.0 times (x) and decreased EBITDA interest coverage of 2.63x in the last 12 months ended September 30, 2019). DBRS Morningstar anticipates that the Trust’s key financial risk metrics will likely remain near current levels in the near to medium term, despite Artis’s execution of its strategic initiatives, which is progressing ahead of schedule. The Trust’s current DBRS Morningstar-adjusted total debt of approximately $3.0 billion and DBRS Morningstar’s future expectations for key financial risk metrics contrast with DBRS Morningstar’s last review on December 21, 2018. At that time, DBRS Morningstar expected Artis’s key financial risk metrics to remain elevated, but stable with a total debt-to-EBITDA ratio of approximately 9.4x and EBITDA interest coverage of 2.8x through 2020 as Artis planned to use some proceeds from dispositions to pay down debt, such that total debt remained near September 30, 2018, levels of approximately $2.8 billion.
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DBRS Morningstar will likely consider a rating downgrade within the next 12 months if Artis continues to sell assets in a credit-dilutive way (e.g., deploying more sales proceeds toward unit buybacks than DBRS Morningstar expected), such that the total debt-to-EBITDA ratio remains above 9.8x or EBITDA interest coverage remains below 2.70x, all else equal, or if DBRS Morningstar foresees elevated liquidity or refinancing risk in light of the current short debt maturity schedule (weighted-average term to debt maturity of 2.3 years at September 30, 2019). DBRS Morningstar may revise the trend on the ratings to Stable if Artis demonstrates more balanced treatment of debt and unitholders by reducing debt, such that DBRS Morningstar can comfortably expect improved key financial risk metrics compared with current expectations while further benefitting from improved diversification as Artis concludes its strategic initiatives.

Affected issues are AX.PR.A, AX.PR.E and AX.PR.I.

Aimia Inc. has announced:

that its Board of Directors (the “Board”) has approved concurrent but separate substantial issuer bids to repurchase for cancellation (i) up to $62.5 million of its common shares at a fixed price of $4.25 per share, (ii) up to $31.25 million of its Cumulative Rate Reset Preferred Shares, Series 1 (the “Series 1 Preferred Shares”) and its Cumulative Floating Rate Preferred Shares, Series 2 (the “Series 2 Preferred Shares”), each at a fixed price of $17.20 per share, and (iii) up to $31.25 million of its Cumulative Rate Reset Preferred Shares, Series 3 (the “Series 3 Preferred Shares”, and collectively with the Series 1 Preferred Shares and the Series 2 Preferred Shares, the “Preferred Shares”) at a fixed price of $19.00 per share. On November 15, 2019, the last full trading day before the date of this press release, the closing price of the common shares on the Toronto Stock Exchange was $3.63.

Holders of Preferred Shares of record at the close of business on December 24, 2019, will be entitled to receive the dividends declared by the Board on October 28, 2019, regardless of whether such holder deposits Preferred Shares pursuant to the substantial issuer bids with respect to the Preferred Shares (collectively, the “Preferred Share Offers”). Such dividends are payable on December 31, 2019. The purchase prices offered for Preferred Shares pursuant to the Preferred Share Offers take into account and reflect the fact that such dividends will be paid on Preferred Shares. As such, holders of Preferred Shares should take into consideration the total consideration provided to holders of Preferred Shares under the Preferred Share Offers (as well as the dividends payable on December 31, 2019) when comparing to the current trading prices of the Preferred Shares.

	Issuer Bid Offer Price	Q4 Declared Dividends	Total Consideration	TSX Closing Price on Nov. 15, 2019
Series 1 Preferred Shares	$17.2000	$0.2813	$17.4813	$17.73
Series 2 Preferred Shares	$17.2000	$0.3395	$17.5395	$18.00
Series 3 Preferred Shares	$19.0000	$0.3757	$19.3757	$19.83

If fully taken up, the substantial issuer bids with respect to the common shares (the “Common Share Offer” and, together with the Preferred Share Offers, the “Offers”) would result in the company returning up to a further $125 million to common and preferred shareholders (the “Aggregate Offer Amount”). The Offers are intended to provide all of the company’s shareholders with optionality and a choice regarding liquidity through transactions designed to be accretive and value-enhancing. Further, the Preferred Share Offers, if fully or substantially subscribed, would reduce the company’s cash financing costs associated with preferred share dividend payments and related Part VI.1 tax.

Details of the Offers

Each of the Preferred Share Offers expires on December 27, 2019, at 10:00 p.m. ET and the Common Share Offer expires on December 30, 2019, at 5:00 p.m. ET, unless extended or withdrawn in accordance with applicable securities laws. Any of the Offers may be varied and/or extended independently of the other Offers (including potentially increasing the size of one or more Offers with the goal of affording shareholders the opportunity to receive up to the Aggregate Offer Amount), and none of the Offers is conditional either on any of the other Offers or on any minimum number of shares being tendered.

Based on publicly available information, as of November 15, 2019, Mittleman Investment Management, LLC beneficially owned, directly or indirectly, or exercised control or direction over, 25.1 million common shares, representing approximately 23.1% of the issued and outstanding number of such shares. Mittleman Investment Management, LLC has advised Aimia that it does not currently intend to participate in the Common Share Offer.

Further details of the Offers, including instructions for tendering shares, will be included in the formal offers to purchase and issuer bid circulars, letters of transmittal, notices of guaranteed delivery and other related documents for each of the Offers (with the Preferred Share Offers to be set forth in a single issuer bid circular) (collectively, the “Offer Documents”). The Offer Documents are expected to be mailed to shareholders, filed with the applicable Canadian securities regulatory authorities and made available without charge on SEDAR at www.sedar.com, as well as being posted on the Corporation’s website at www.aimia.com, on or about November 19, 2019.

Aimia has engaged BMO Capital Markets to act as financial advisor and dealer manager and AST Trust Company (Canada) to act as depositary for the Offers. Any questions or requests for information regarding the Offers may also be directed to the dealer manager or the depositary.

This has become a very strange company. According to their 19Q3 Financials, they have about $572-million in equity financing cash, near-cash and other investments of about $625-million. The shareholders’ equity of $572-million includes about $316-million in total preferred share capital (see the 2018 financial statements, oddly not available on their website, but which are on SEDAR (which, of course, does not want me to link to them either), via a search for “Aimia Inc. Mar 28 2019 07:17:41 ET Audited annual financial statements – English PDF 951 K”)

So that’s pretty good leverage for the common shareholders, provided through the good graces of the preferred shareholders. And completion in full of the common share tranche of this issuer bid will ratchet up the leverage still further, regardless of the degree of preferred shareholder participation.

Quadravest has announced:

a pro-rata redemption of XMF.PR.B Class I Preferred Shares (“Class I Preferred Shares”) and a XMF.A Capital Share (“Capital Share”) consolidation in order to maintain an equal number of Capital Shares, Class I Preferred Shares and XMF.PR.C Class II Preferred Shares (“Class II Preferred Shares”) outstanding.

In connection with the termination date extension of the Company for a further five years to December 1, 2024, an additional retraction right was offered allowing existing shareholders to tender any or all classes of Shares and receive a retraction price based on the November 29, 2019 net asset value per unit, payable on or before December 16, 2019. There were more Class II Preferred Shares retracted than Capital Shares and Class I Preferred Shares. As a result, pursuant to the Company’s guidelines, the Company is required to redeem 867,100 Class I Preferred Shares.

The Class I Preferred Shares will be redeemed on a pro-rata basis, so that shareholders of record on the close of business on November 29, 2019 will have approximately 27.54% of their Class I Preferred Shares redeemed. The redemption price of $5.00 per Class I Preferred Share will be paid on or before December 16, 2019. Holders of Class I Preferred Shares that have been called for redemption will be entitled to receive the November dividend payable on December 10, 2019 for holders of record on November 29, 2019.

As a result of the reduction in Class I and Class II Preferred shares, Capital shareholders will have their Capital Shares consolidated at a ratio of 0.722920066 for each Capital Share outstanding. The consolidation will be a non-taxable event. The expected post-consolidation trade date for the Capital Shares will be announced at a later date.

The Company invests in common shares of Manulife Financial Corporation, the largest life insurer in Canada offering financial products and wealth management services.

XMF.PR.B was distributed in accordance with the reorganization of XMF.PR.A (on the second attempt, as the first attempt failed). The issue is not tracked by HIMIPref™, as there is only a market value of about $16-million outstanding; over a quarter of which is now being redeemed.