PrefBlog

Strathbridge Asset Management Inc. has announced (although not yet on their website):

S Split Corp. (the “Fund”) (TSX:SBN)(TSX:SBN.PR.A) is pleased to announce that holders of Class A Shares and holders of Preferred Shares of the Fund have approved a proposal to extend the term of the Fund for seven years beyond its scheduled termination date of December 1, 2014, and for automatic successive seven-year terms after November 31, 2021.

As a result, holders of Class A Shares will continue to benefit from the potential for leveraged capital appreciation in a portfolio consisting of common shares of The Bank of Nova Scotia and monthly distributions of 6.0% per annum of the net asset value of the Class A Shares. Holders of Preferred Shares will continue to benefit from fixed cumulative preferential monthly cash dividends in the amount of $0.043750 per Preferred Share representing a yield of 5.25% per annum on the original issue price of $10.00 per Preferred Share.

As part of the extension of the term of the Fund, the Fund will also make other changes, including: (i) provide a special redemption right to enable holders of Class A Shares and Preferred Shares to retract their shares on December 1, 2014 on the same terms that would have applied had the Fund redeemed all Class A Shares and Preferred Shares in accordance with the existing terms of such shares; (ii) change the monthly retraction prices for the Class A Shares and the Preferred Shares such that monthly retraction prices are calculated by reference to market price in addition to net asset value; and (iii) consolidate the Class A Shares or redeem the Preferred Shares on a pro rata basis, as the case may be, in order to maintain the same number of Class A Shares and Preferred Shares outstanding.

Shareholders who exercise the special redemption right will receive the amount which they would have received had the December 1, 2014 termination date not been extended. Payments for shares tendered pursuant to the Special Retraction Right will be made no later than 10 business days after December 1, 2014, provided that such shares have been surrendered for redemption on or prior to 5:00 p.m. (Toronto time) on November 17, 2014. The retraction price per Class A Share to be received by a holder of Class A Shares under the Special Retraction Right will be equal to the greater of (a) the NAV per Unit on December 1, 2014 (the “Special Retraction Date”) minus $10.00 and (b) nil. The retraction price per Preferred Share to be received by a holder of Preferred Shares under the Special Retraction Right will be equal to the lesser of: (a) $10.00; and (b) the NAV of the Fund divided by the number of Preferred Shares outstanding on the Special Retraction Date. Any declared and unpaid distributions payable on or before the Special Retraction Date in respect of Class A Shares or Preferred Shares tendered for retraction on the Special Retraction Date will also be paid on the retraction payment date.

For further information, please contact Investor Relations at 416.681.3966, toll free at 1.800.725.7172 or visit www.strathbridge.com.

The term extension was proposed on September 8, 2014.

The Information Circular dated 2014-9-11 has some more details (note that the Class A shares are the Capital Units):

No distributions may be paid on the Class A Shares if (a) the distributions payable on the Preferred Shares are in arrears; or (b) the NAV per Unit is equal to or less than $16.50. In addition, the Fund will not pay special distributions, meaning distributions in excess of the targeted 6.0% per annum monthly distribution, on the Class A Shares if after payment of the distribution the NAV per Unit would be less than $25.00 unless the Fund would need to make such distribution so as to fully recover refundable taxes.
…
Holders of Class A Shares and Preferred Shares are being asked to extend the term of the Fund for an additional seven years by changing the redemption date of the Class A Shares and the Preferred Shares to November 30, 2021. The redemption date will be further extended for successive seven-year terms thereafter and shareholders will be able to retract their Class A Shares or Preferred Shares at NAV prior to any such additional extension. In such circumstances, the Fund will provide at least 30 days’ notice to shareholders of the retraction date by way of press release.

The Fund proposes to extend the redemption date to November 30, 2021, with possible additional extensions of the term of the Fund, so that it may continue to provide shareholders with the opportunity to participate in the performance of the Portfolio.
…
Following the Reorganization, the Fund would initially maintain the current dividend rate on the Preferred Shares at 5.25% per annum on the $10.00 original issue price. However, the Board of Directors would be permitted to change the dividend rate on the Preferred Shares to reflect future market conditions following November 30, 2021. Any such change would be announced by way of the press release issued in connection with such extension of the term of the Fund.
…
To preserve the rights that were originally provided to holders of Class A Shares and Preferred Shares, the Fund proposes to amend the terms of such shares to permit holders of such shares to retract such shares (the “Special Retraction Right”) on December 1, 2014 (the “Special Retraction Date”) on the terms on which such shares would have been redeemed had the December 1, 2014 redemption date not been extended.
…
If more Class A Shares than Preferred Shares are retracted under the Special Retraction Right, the Fund will redeem Preferred Shares (the “Call Right”) on a pro rata basis to ensure an equal number of Class A Shares and Preferred Shares remain outstanding from and after the effective date of the Reorganization.
…
Going forward, the Annual Valuation Date, which is the time at which the annual concurrent retraction right may be exercised, will be changed to the November Valuation Date from the June Valuation Date, commencing in 2015. In addition, the Special Retraction Right will replace the annual concurrent retraction right in each year in which the Fund’s existing term is subsequently extended.
…
Shareholders whose Preferred Shares are retracted on a Valuation Date are entitled to receive a retraction price per share (the “Preferred NAV Retraction Price”) equal to 95% of the lesser of (a) the NAV per Unit as of the applicable Valuation Date less the cost to the Fund of purchasing a Class A Share in the market for cancellation and (b) $10.00.
…
Under the Reorganization, the monthly retraction price for the Preferred Shares will be changed and shareholders whose Preferred Shares are retracted on a Valuation Date will be entitled to receive a retraction price per share equal to the lesser of:
(a) the Preferred NAV Retraction Price; and
(b) 95% of the lesser of (i) the Unit Market Price less the cost to the Fund of purchasing a Class A Share in the market for cancellation and (ii) $10.00.
…
Class A Market Price means the weighted average trading price of the Class A Shares on the principal stock exchange on which the Class A Shares are listed (or, if the Class A Shares are not listed on any stock exchange, on the principal market on which the Class A Shares are quoted for trading) for the 10 trading days immediately preceding the applicable Valuation Date.
…
Unit Market Price means the sum of the Class A Market Price and the Preferred Market Price.

So on the bright side, it’s nice to see that big fat 5.25% coupon being extended for another seven years. Regrettably, the incorporation of “Unit Market Price” in the preferred share retraction price formula means that monthly retractions will no longer act as a price support in times of crisis; the chance of making a fast whopping profit when the units are trading below NAV has now disappeared. On the other hand, since there is no longer a price support, maybe the preferred shares will fall even more in such a crisis and become even more attractive purchases. We will see!

From the original prospectus:

Annual Concurrent Retraction: A holder of Class A Shares may concurrently retract an equal number of Class A Shares and Preferred Shares on the June Valuation Date of each year (the ‘‘Annual Valuation Date’’) at a retraction price equal to the NAV per Unit on that date, less any costs associated with the retraction, including commissions and other such costs, if any, related to the liquidation of any portion of the Company’s portfolio required to fund such retraction. The Class A Shares and the Preferred Shares must be surrendered for retraction at least 10 business days prior to the Annual Valuation Date. Payment of the proceeds of retraction will be made on or before the fifteenth business day of the following month. Such retractions are subject to a Retraction Fee. See ‘‘Details of the Offering — Retraction Fee’’.

The above isn’t affected by the extension, which is good. Some Split Share Corporations have provisions whereby the Capital Units can be retracted at the NAV on the annual date, with any imbalance of Capital Units over retracted Preferred Shares being made up by a par call. This is bad for holders, since calls are bad.

SBN.PR.A is a small issue, with only 2.9-million shares outstanding according to TMXMoney. Consequently, volumes are low.

SBN.PR.A is tracked by HIMIPref™ but is relegated to the Scraps index on both volume and credit concerns. It was last mentioned on PrefBlog with respect to the 2010 Annual Report.

This entry was posted on Wednesday, October 22nd, 2014 at 7:55 pm and is filed under Issue Comments. You can follow any responses to this entry through the RSS 2.0 feed. You can leave a response, or trackback from your own site.