PrefBlog

This notice has been cancelled and corrected. See AZP.PR.B Resets Reset To 5.739%, and for background see Anomalies In Resets for 2019-12-31.

Atlantic Power Corporation and Atlantic Power Preferred Equity Ltd. have announced:

The reset rate for the Series 2 Shares, using a fixed dividend rate (the “Fixed Dividend Rate”), was calculated on November 29, 2019 to be 5.67%, representing the sum of the Canadian Government five-year bond yield of 1.49% plus 4.18%. Such Fixed Dividend Rate will commence with the March 31, 2020 dividend payment to the holders of the Series 2 Shares and continue through the December 31, 2024 dividend payment to the holders of the Series 2 Shares, at which time such Fixed Dividend Rate will again be reset.

The dividend rate for the Cumulative Floating Rate Preferred Shares, Series 3 (the “Series 3 Shares”), using a floating dividend rate (the “Floating Dividend Rate”), was calculated on November 29, 2019 to be 5.83%, representing the sum of the Canadian Government 90-day Treasury Bill yield (using the three-month average result of 1.65%) plus 4.18%. Such Floating Dividend Rate will be effective with the March 31, 2020 dividend payment to the holders of the Series 3 Shares. The Floating Dividend Rate for Series 3 Shares will be reset each quarter.

On December 31, 2019 and again on December 31 of every fifth year thereafter, the holders of Series 2 Shares have the right to convert their Series 2 Shares, on a one-for-one basis, into Series 3 Shares and the holders of Series 3 Shares have the right to convert their Series 3 Shares, on a one-for-one basis, into Series 2 Shares.

Holders of Series 2 Shares or Series 3 Shares who wish to convert such securities into Series 3 Shares or Series 2 Shares, respectively, should contact the financial institution, broker or other intermediary through which they hold the Series 2 Shares or Series 3 Shares to exercise this conversion privilege. Notice of the exercise of the conversion privilege (an “Election Notice”) must be received by Preferred Equity not earlier than December 1, 2019 and not later than 5:00 p.m. (Toronto time) on December 16, 2019.

Automatic Conversion and Restrictions on Conversion

Series 2 Shares

If, after giving effect to all Election Notices, there would remain outstanding less than 1 million Series 2 Shares, then all remaining outstanding Series 2 Shares will automatically convert into Series 3 Shares, on a one-for-one basis on December 31, 2019. Holders of the Series 2 Shares will not be permitted to convert their Series 2 Shares into Series 3 Shares if, after giving effect to all Election Notices, there would be outstanding less than 1 million Series 3 Shares.

Series 3 Shares

If, after giving effect to all Election Notices, there would remain outstanding less than 1 million Series 3 Shares, then all remaining outstanding Series 3 Shares will automatically convert into Series 2 Shares, on a one-for-one basis on December 31, 2019. Holders of the Series 3 Shares will not be permitted to convert their Series 3 Shares into Series 2 Shares if, after giving effect to all Election Notices, there would be outstanding less than 1 million Series 2 Shares.

AZP.PR.B used to be CZP.PR.B, which used to be EPP.PR.B, and throughout these changes was a FixedReset, 7.00%+418, which commenced trading 2009-11-2 after being announced 2009-10-13. You can’t tell your players without a programme! Notice of extension was provided in November, 2014, and it reset to 5.57% effective 2014-12-31. I recommended in favour of conversion and the conversion rate was 42%. The company announced the extension to 2024 on 2019-11-14.

AZP.PR.C resulted from the partial conversion of AZP.PR.B and commenced trading 2014-12-31.

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., AZP.PR.B and the FloatingReset 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). Inspection of the graph and the overall average break-even rates for extant pairs will provide a guide for estimating the break-even rate for the pair now under consideration assuming, of course, that enough conversions occur so that the pair is in fact created.

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The market has little enthusiasm for floating rate product; the implied rates until the next interconversion are generally well below the current 3-month bill rate as the averages for investment-grade and junk issues are at +0.89% and +1.20%, 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 AZP.PR.B FixedReset, we may construct the following table showing consistent prices for its soon-may-be-issued FloatingReset counterpart given a variety of Implied Breakeven yields consistent with issues currently trading:

Before I get eviscerated in the comments, please note that I am well aware that AZP.PR.C is trading and is quoted with a bid of 18.51. Who cares? At the moment, both issues are cum-dividend and are interconvertible effective December 31 and are therefore differ from being the exactly same thing from an investment perspective only by the difference in one dividend payment, about two cents. We are interested in predicting what might happen after the potential for conversion has passed.

Based on current market conditions, I suggest that the FloatingResets AZP.PR.C that will result from conversion are likely to trade below the price of their FixedReset counterparts, AZP.PR.B. Therefore, it seems likely that I will recommend that holders of AZP.PR.B continue to hold the issue and not to convert, while holders of AZP.PR.C should convert to AZP.PR.B, but I will wait until it’s closer to the December 16 notification deadline before making a final pronouncement. I will note that once the conversion period has passed it may be a good trade to swap one issue for the other in the market once both elements of each pair are trading and you can – hopefully – 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.

Note that the rate reported in this post has been cancelled and corrected by the issuer.

Husky Energy has announced:

that the Company does not intend to exercise its right to redeem its Cumulative Redeemable Preferred Shares, Series 3 (Series 3 Shares) on December 31, 2019. As a result, subject to certain conditions, the holders of Series 3 Shares have the right to choose one of the following options with regard to their shares:

retain any or all of their Series 3 Shares and continue to receive an annual fixed-rate dividend paid quarterly; or

convert, on a one-for-one basis, any or all of their Series 3 Shares into Cumulative Redeemable Preferred Shares, Series 4 (Series 4 Shares) of Husky and receive a floating rate quarterly dividend.
Conversion to Series 4 Shares is subject to the conditions that: (i) if Husky determines that there would be less than one million Series 3 Shares outstanding after December 31, 2019, then all remaining Series 3 Shares will automatically be converted to Series 4 Shares on a one-for-one basis on December 31, 2019, and (ii) if Husky determines that there would be less than one million Series 4 Shares outstanding after December 31, 2019, no Series 3 Shares will be converted into Series 4 Shares. In either case, Husky will issue a news release to that effect no later than December 24, 2019.

Holders of Series 3 Shares who choose to retain any or all of their shares will receive the new fixed-rate quarterly dividend applicable to the Series 3 Shares for the five-year period commencing December 31, 2019, to, but excluding, December 31, 2024 of 4.636%, being equal to the sum of the Government of Canada five-year bond yield of 1.506% plus 3.13% in accordance with the terms of the Series 3 Shares, subject to the conditions described above.

Holders of Series 3 Shares who choose to convert their shares to Series 4 Shares will receive a new floating-rate quarterly dividend applicable to the Series 4 Shares. The dividend rate applicable to the Series 4 Shares for the three-month period commencing December 31, 2019 to, but excluding, March 31, 2020 will be 4.782%, being equal to the annual rate for the most recent auction of 90-day Government of Canada Treasury Bills of 1.652% plus 3.13%, in accordance with the terms of the Series 4 Shares (the Floating Quarterly Dividend Rate), subject to the conditions described above. The Floating Quarterly Dividend Rate will be reset every quarter.

Beneficial owners of Series 3 Shares who wish to exercise the right of conversion should communicate as soon as possible with their brokers or other nominees in order to meet the deadline for registered holders to exercise such right, which is 5 p.m. ET on December 16, 2019. It is recommended this communication be had well in advance of the deadline in order to provide the brokers or other intermediaries with time to complete the necessary steps. Holders of Series 3 Shares who do not exercise the right of conversion by this deadline will continue to hold Series 3 Shares with the new annual fixed-rate dividend, subject to the conditions described above.

Holders of the Series 3 Shares and the Series 4 Shares will have the opportunity to convert their shares again on December 31, 2024 and every five years thereafter as long as the shares remain outstanding.

For more information on the terms of, and risks associated with, an investment in the Series 3 Shares and the Series 4 Shares, please see the Company’s prospectus supplement dated December 2, 2014 on www.sedar.com

HSE.PR.C is a FixedReset, 4.50%+313, that commenced trading 2014-12-9 after being announced 2014-12-1. The issue is tracked by HIMIPref™ and is been assigned to the FixedResets-Discount subindex.

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., HSE.PR.C and the FloatingReset 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). Inspection of the graph and the overall average break-even rates for extant pairs will provide a guide for estimating the break-even rate for the pair now under consideration assuming, of course, that enough conversions occur so that the pair is in fact created.

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Click for Big

The market has little enthusiasm for floating rate product; the implied rates until the next interconversion are generally well below the current 3-month bill rate as the averages for investment-grade and junk issues are at +0.89% and +1.20%, 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 HSE.PR.C FixedReset, we may construct the following table showing consistent prices for its soon-may-be-issued FloatingReset counterpart 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 trade below the price of their FixedReset counterparts, HSE.PR.C. Therefore, it seems likely that I will recommend that holders of HSE.PR.C continue to hold the issue and not to convert, but I will wait until it’s closer to the December 16 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 one issue for the other in the market once both elements of each pair are trading and you can – hopefully – 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.

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.
…
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.