RPB.PR.A Dividends Suspended, Rating to be Withdrawn

CC&L Group has announced:

the implementation of restructuring initiatives by Connor, Clark & Lunn Capital Markets Inc. (the “Manager”) and Connor, Clark & Lunn Investment Management Ltd. (the “Investment Manager”) which acts as investment manager to Credit Trust III. Credit Trust III owns the credit linked note issued by TD Bank to which the Company has exposure. The initiatives have been undertaken in order to increase the likelihood that the Company will be able to repay the $25.00 preferred share issue price at maturity.

In this regard:

1. The trading reserve account has been used to buy additional subordination in the credit linked note (additional subordination increases the “safety cushion” by increasing the number of defaults the reference portfolio can withstand before principal and interest payments on the note are adversely affected).

2. For the next three quarters the coupons on the credit linked note have been sold to TD Bank in exchange for additional subordination. As a result, dividends on the preferred shares of the Company have been suspended commencing with the December 31, 2008 dividend. Regular quarterly dividends are expected to be re-instated in respect of the quarter ending September 30, 2009. The manager will ask Standard & Poors to withdraw its rating on the preferred shares as the rating applies to the payment of all dividends.

3. The deferred management fee has been made available for the benefit of the preferred shareholders.

The following pay-off table is provided:

RPB.PR.A Payoff Table
Additional
Defaults
Estimated
Maturity
Payout
4.0 or less $25.00
4.1 $25.00
5.0 13.92
6.0 1.92
6.2 $0.00

According to the company, there were 125 names in the portfolio as of September 30, of which 5 have defaulted. The non-defaulted issues have the credit distribution:

RPB.PR.A Credit Distribution
(Truncated by JH)
Credit
Rating
Number
of Names
BB+ 3.5
BB 4.0
BB- 1.0
B+ 4.0
B 1.0
B- 3.0
CCC/C 1.0

The NAV is $2.97 as of October 31. Interestingly, the prospectus includes the language:

Preferred Shares may be surrendered for retraction at any time but will be retracted only on the last day of the month (a ‘‘Valuation Date’’) commencing June 30, 2005. Preferred Shares surrendered for retraction by a Holder at least five (5) Business Days prior to a Valuation Date will be retracted on such Valuation Date and such holder will receive payment on or before the tenth Business Day following such Valuation Date. On a retraction, Holders will be entitled to receive a retraction price per share (the ‘‘Preferred Share Retraction Price’’) equal to 95% of the net asset value per Preferred Share determined as of the relevant Valuation Date less $0.25. As this Preferred Share Retraction Price may be less than $25.00 and will vary depending on the net asset value at the time of retraction, the S&P rating of the Preferred Shares does not extend to the amount payable on a retraction. See ‘‘Details of the Offering — Certain Provisions of the Preferred Shares — Retraction’’ and ‘‘Details of the Offering — Suspension of Redemption or Retractions of Preferred Shares’’.

The issue’s closing quote today was 1.70-75, 3×87. The TSX reports 10.248-million shares currently outstanding, a slight decline from the 10.342-million shares outstanding as of June 30. Shares redeemed in the twelve months to June 2008 were 18,900.

I’m not aware of redemptions having been suspended … but anyone drooling at the arbitrage had better check!

RPB.PR.A is not tracked by HIMIPref™. It was last mentioned on PrefBlog in connection with the Fannie/Freddie Credit Event.

3 Responses to “RPB.PR.A Dividends Suspended, Rating to be Withdrawn”

  1. prefhound says:

    I don’t know why people would ever buy such a thing — any good recession (not even as severe as the one we are having) will wipe out principal — and defaults are strongly correlated with each other. This is exactly what I told people several years ago when they asked for my opinion about similar (or the same) new issue.

    Anyway my point here is why the manager is buying an addtional 0.5 credit events by giving up 3 quarters of income. That strikes me as a horrible trade as the probability of getting my 3 payments is high, but it is almost certain the maximum # of defaults will be exceeded anyway and the shareholder will get nothing back.

  2. jiHymas says:

    It’s actually 0.8 credit events, but your point is well taken.

    As far as I can tell, the managers have not provided a cost/benefit analysis for the purchase of additional subordination, though I’m sure one exists somewhere!

    I would be most interested in seeing such an analysis, rankly, just for the fun of looking at the assumptions and picking them apart … there are no precedents for the type of economic conditions we are now experiencing, and as Quinn & Voth said in the VoxEU post mentioned yesterday, cross-border corellations are increasing beyond previously known bounds.

  3. […] RPB.PR.A was last mentioned on PrefBlog when the dividend was suspended and the rating withdrawn. […]

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