It will be recalled that RON.PR.A will reset to 3.324% effective March 31. It will also be recalled that Lowe’s is offering $20/share for RON.PR.A under a Plan of Arrangement.
This post will deal only with the question of whether to convert or hold RON.PR.A in the event that the vote on the Plan of Arrangement fails. A formal recommendation regarding which way to vote will be made closer to the deadline for voting; but such is the way of the world that a decision regarding conversion must be made before the vote on the Plan. So holders must agonize over their conversion choice, while being aware that there is a strong possibility the question will become moot!
Holders of RON.PR.A have the option to convert to FloatingResets, which will pay 3month bills plus 265bp on the par value of $25.00. The deadline for notifying the company of the intent to convert is 5:00 p.m. (EST) on March 16, 2016; but note that this is a company deadline and that brokers will generally set their deadlines a day or two in advance, so there’s not much time to lose if you’re planning to convert! However, if you miss the brokerage deadline they’ll probably do it on a ‘best efforts’ basis if you grovel in a sufficiently entertaining fashion. The ticker for the new FloatingReset is not yet known.
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., PWF.PR.P 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 higherpriced 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 breakeven rates for each FixedReset / FloatingReset Strong Pair graphically by plotting the implied average 3month 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 have a distaste at the moment for floating rate product; almost all of the implied rates until the next interconversion are lower than the current 3month bill rate and the averages for investmentgrade and junk issues are both well below zero, at 0.79% and 0.73%, 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 investmentgrade 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 RON.PR.A FixedReset, we may construct the following table showing consistent prices for its soontobeissued FloatingReset counterpart given a variety of Implied Breakeven yields consistent with issues currently trading:
Estimate of FloatingReset (received in exchange for RON.PR.A) Trading Price In Current Conditions 

Assumed FloatingReset Price if Implied Bill is equal to 
FixedReset 
Bid Price 
Spread 
0.00% 
1.00% 
2.00% 
RON.PR.A 
20.25 
265bp 
19.54 
18.50 
17.45 
Note that the above table is highly suspect, as it does not take into account the various permutations of the voting on the Plan of Arrangement, which will not be known until long after the deadline to indicate a desire to convert.
 If the common votes in favour, then
 If the preferreds vote in favour, then the preferreds will all be purchased by Lowe’s at $20, regardless of conversion status.
 If the preferreds vote against, then the RON.PR.A will remain outstanding and probably trade in the $16$18 range, with the FloatingResets, if extant, probably somewhat lower than that.
 If the common votes against, then the vote by preferred shareholders will be irrelevant, RON.PR.A will remain outstanding and probably trade in the $11$13 range, with the FloatingResets, if extant, probably somewhat lower than that.
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, I recommend that holders of RON.PR.A continue to hold the issue and not to convert. I will note that, given the apparent cheapness of the FloatingResets, 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 takeout 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 future path of policy rates. 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 as well that conversion rights are dependent upon at least one million shares of each series being outstanding after giving effect to holders’ instructions; e.g., if only 100,000 shares of RON.PR.A are tendered for conversion, then no conversions will be allowed; but if only 100,000 shares of RON.PR.A will remain after the rest are all tendered, then conversion will be mandatory. However, this is relatively rare: all 39 Strong Pairs currently extant have some version of this condition and all but four have both series outstanding.
This entry was posted on Friday, March 11th, 2016 at 11:05 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.
RON.PR.A: Convert or Hold?
It will be recalled that RON.PR.A will reset to 3.324% effective March 31. It will also be recalled that Lowe’s is offering $20/share for RON.PR.A under a Plan of Arrangement.
This post will deal only with the question of whether to convert or hold RON.PR.A in the event that the vote on the Plan of Arrangement fails. A formal recommendation regarding which way to vote will be made closer to the deadline for voting; but such is the way of the world that a decision regarding conversion must be made before the vote on the Plan. So holders must agonize over their conversion choice, while being aware that there is a strong possibility the question will become moot!
Holders of RON.PR.A have the option to convert to FloatingResets, which will pay 3month bills plus 265bp on the par value of $25.00. The deadline for notifying the company of the intent to convert is 5:00 p.m. (EST) on March 16, 2016; but note that this is a company deadline and that brokers will generally set their deadlines a day or two in advance, so there’s not much time to lose if you’re planning to convert! However, if you miss the brokerage deadline they’ll probably do it on a ‘best efforts’ basis if you grovel in a sufficiently entertaining fashion. The ticker for the new FloatingReset is not yet known.
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., PWF.PR.P 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 higherpriced 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 breakeven rates for each FixedReset / FloatingReset Strong Pair graphically by plotting the implied average 3month 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 have a distaste at the moment for floating rate product; almost all of the implied rates until the next interconversion are lower than the current 3month bill rate and the averages for investmentgrade and junk issues are both well below zero, at 0.79% and 0.73%, 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 investmentgrade 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 RON.PR.A FixedReset, we may construct the following table showing consistent prices for its soontobeissued FloatingReset counterpart given a variety of Implied Breakeven yields consistent with issues currently trading:
Price if Implied Bill
is equal to
Note that the above table is highly suspect, as it does not take into account the various permutations of the voting on the Plan of Arrangement, which will not be known until long after the deadline to indicate a desire to convert.
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, I recommend that holders of RON.PR.A continue to hold the issue and not to convert. I will note that, given the apparent cheapness of the FloatingResets, 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 takeout 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 future path of policy rates. 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 as well that conversion rights are dependent upon at least one million shares of each series being outstanding after giving effect to holders’ instructions; e.g., if only 100,000 shares of RON.PR.A are tendered for conversion, then no conversions will be allowed; but if only 100,000 shares of RON.PR.A will remain after the rest are all tendered, then conversion will be mandatory. However, this is relatively rare: all 39 Strong Pairs currently extant have some version of this condition and all but four have both series outstanding.
This entry was posted on Friday, March 11th, 2016 at 11:05 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.