Market Action

July 3, 2008

The Penn National Gaming takeover has failed:

Penn National Gaming Inc. said Fortress Investment Group LLC and Centerbridge Partners LP scrapped their $6.1 billion plan to buy the racetrack and casino company as the credit markets collapsed.

Penn is the largest leveraged buyout agreement, including debt, to fall apart since J.C. Flowers & Co. backed out of an accord last year to purchase SLM Corp., also known as Sallie Mae, for $25.3 billion.

Penn said it will receive $225 million to terminate the takeover and a $1.25 billion interest-free loan.

“This transaction represents the company’s best alternative to the uncertainty of litigation,” Penn said.

And today I received an eMail from a reader gazing with lust in his eyes at the BCE issues! Said it before, I’ll say it again: BCE prefs are a speculation on the success of the Teachers’ deal. They are only a fixed income investment by courtesy, at this point.

Further, I noted yesterday that the US TruPS market was being hit by a CDO buyers’ strike. This could also, indirectly, make financing the BCE LBO more difficult:

Defaults on leveraged-buyout loans may rise as firms struggle to refinance about $500 billion of debt used to fund the takeovers, the Bank for International Settlements said.

Companies bought by private-equity firms worldwide must repay the high-risk, high-yield loans and bonds by 2010, the Basel, Switzerland-based bank said in a report today, citing Fitch Ratings data. They may find it hard to raise the cash because of a slump in demand for collateralized debt obligations that pool the loans, BIS said.

Investors are shunning structured debt instruments such as CDOs, the main buyers of leveraged loans, after the credit-market seizure caused by the U.S. subprime mortgage collapse, the BIS said. The ability of LBO firms to refinance may be crimped further as banks tighten lending criteria after reporting $402 billion of credit losses and asset writedowns.

The BIS report, Private Equity and Leveraged Finance Markets, is available online.

BIS has also published a report on the rating of structured finance: Ratings in Structured Finance: What Went Wrong and What Can Be Done to Address Shortcomings? which has been briefly discussed on PrefBlog.

In news that is certain to inflame the Internuts, the Fed has announced:

The Federal Reserve said the portfolio of Bear Stearns Cos. assets it accepted as part of the firm’s takeover by JPMorgan Chase & Co. is now worth $28.9 billion, down from the $30 billion estimated in March.

The central bank cut the “fair value” of the assets by 3.7 percent as of June 26, the Fed said today in Washington. The Fed loaned $28.8 billion last week to a company it formed to purchase the investments, which as of mid-March included debt backed by mortgages and other items JPMorgan deemed too risky to take on.

The Fed gave the fair-value estimate of Maiden Lane LLC’s holdings as part of its weekly report on its balance sheet today.

Details are posted with the July 3 H.4.1 Release.

Yet another thoroughly appalling day in what has become (as far as I can tell) a self-feeding panic. Today’s pre-tax bid-YTW of 6.14% is equivalent to 8.60% interest (at a conversion factor of 1.4x), which is now 250bp over long corporates. And it’s not too hard to get that 6.14% average from a big-name bank, either!

On the bright side, that 250bp represents a 10-year high and the previous high was very short-lived. We shall see!

Note that these indices are experimental; the absolute and relative daily values are expected to change in the final version. In this version, index values are based at 1,000.0 on 2006-6-30
Index Mean Current Yield (at bid) Mean YTW Mean Average Trading Value Mean Mod Dur (YTW) Issues Day’s Perf. Index Value
Ratchet 4.27% 2.40% 45,221 0.08 1 0.1180% 1,119.7
Fixed-Floater 5.01% 4.82% 65,307 15.86 6 -0.3459% 1,013.1
Floater 4.12% 4.13% 51,841 17.18 3 -1.1900% 893.6
Op. Retract 4.93% 3.05% 181,615 2.52 17 -0.1824% 1,050.9
Split-Share 5.31% 5.94% 65,987 4.17 14 +0.2282% 1,040.6
Interest Bearing 6.13% 4.22% 45,510 2.00 3 -0.2003% 1,123.1
Perpetual-Premium 5.95% 5.87% 63,877 8.31 4 -0.0200% 1,008.2
Perpetual-Discount 6.08% 6.14% 251,633 13.70 67 -0.6762% 866.0
Major Price Changes
Issue Index Change Notes
IAG.PR.A PerpetualDiscount -3.3283% Now with a pre-tax bid-YTW of 6.05% based on a bid of 19.17 and a limitMaturity.
BAM.PR.K Floater -3.0890% Closed at 18.51-20.19, 2×5 on volume of 420 shares.
SLF.PR.E PerpetualDiscount -2.6480% Now with a pre-tax bid-YTW of 6.05% based on a bid of 18.75 and a limitMaturity.
CM.PR.E PerpetualDiscount -2.3077% Now with a pre-tax bid-YTW of 6.50% based on a bid of 21.59 and a limitMaturity.
BCE.PR.R FixFloat -2.2589%  
CIU.PR.A PerpetualDiscount -2.2500% Now with a pre-tax bid-YTW of 5.96% based on a bid of 19.55 and a limitMaturity.
GWO.PR.I PerpetualDiscount -2.1855% Now with a pre-tax bid-YTW of 6.18% based on a bid of 18.35 and a limitMaturity.
CM.PR.G PerpetualDiscount -2.1257% Now with a pre-tax bid-YTW of 6.53% based on a bid of 20.72 and a limitMaturity.
CM.PR.I PerpetualDiscount -2.0274% Now with a pre-tax bid-YTW of 6.59% based on a bid of 17.88 and a limitMaturity.
RY.PR.C PerpetualDiscount -1.9072% Now with a pre-tax bid-YTW of 6.14% based on a bid of 19.03 and a limitMaturity.
NA.PR.L PerpetualDiscount -1.9000% Now with a pre-tax bid-YTW of 6.29% based on a bid of 19.62 and a limitMaturity.
GWO.PR.G PerpetualDiscount -1.8957% Now with a pre-tax bid-YTW of 6.33% based on a bid of 20.70 and a limitMaturity.
RY.PR.F PerpetualDiscount -1.8767% Now with a pre-tax bid-YTW of 6.18% based on a bid of 18.30 and a limitMaturity.
BNS.PR.M PerpetualDiscount -1.6940% Now with a pre-tax bid-YTW of 6.07% based on a bid of 18.57 and a limitMaturity.
ELF.PR.F PerpetualDiscount -1.5960% Now with a pre-tax bid-YTW of 6.75% based on a bid of 19.73 and a limitMaturity.
RY.PR.A PerpetualDiscount -1.5957% Now with a pre-tax bid-YTW of 6.11% based on a bid of 18.50 and a limitMaturity.
BNS.PR.L PerpetualDiscount -1.5320% Now with a pre-tax bid-YTW of 6.05% based on a bid of 18.64 and a limitMaturity.
BCE.PR.I FixFloat -1.3015%  
BAM.PR.J OpRet -1.2858% Now with a pre-tax bid-YTW of 6.11% based on a bid of 23.80 and a softMaturity 2018-3-30 at 25.00. Compare with BAM.PR.H (5.21% to 2012-3-30), BAM.PR.I (5.55% to 2013-12-30) and BAM.PR.O (6.40% to 2013-6-30).
RY.PR.E PerpetualDiscount -1.2732% Now with a pre-tax bid-YTW of 6.14% based on a bid of 18.61 and a limitMaturity.
PWF.PR.F PerpetualDiscount -1.2483% Now with a pre-tax bid-YTW of 6.27% based on a bid of 21.36 and a limitMaturity.
BNS.PR.N PerpetualDiscount -1.1852% Now with a pre-tax bid-YTW of 5.84% based on a bid of 22.51 and a limitMaturity.
RY.PR.G PerpetualDiscount -1.0667% Now with a pre-tax bid-YTW of 6.16% based on a bid of 18.55 and a limitMaturity.
RY.PR.B PerpetualDiscount -1.0633% Now with a pre-tax bid-YTW of 6.11% based on a bid of 19.54 and a limitMaturity.
BNS.PR.J PerpetualDiscount -1.0132% Now with a pre-tax bid-YTW of 5.82% based on a bid of 22.47 and a limitMaturity. 29bp through the Royals?
BNA.PR.C SplitShare +1.2821% Asset coverage of just under 3.6:1 as of May 30 according to the company. Now with a pre-tax bid-YTW of 7.33% based on a bid of 19.75 and a hardMaturity 2019-1-10 at 25.00. Compare with BNA.PR.A (6.03% to 2010-9-30) and BNA.PR.B (8.25% to 2016-3-25).
BNA.PR.B SplitShare +1.8877% See above.
POW.PR.D PerpetualDiscount +2.2495% Now with a pre-tax bid-YTW of 6.28% based on a bid of 20.00 and a limitMaturity.
Volume Highlights
Issue Index Volume Notes
BNS.PR.K PerpetualDiscount 390,050 Desjardins crossed 68,500 at 21.00, then Nesbitt crossed 309,200 in three tranches at 20.90. Now with a pre-tax bid-YTW of 5.77% based on a bid of 20.84 and a limitMaturity.
TD.PR.P PerpetualDiscount 87,943 National Bank crossed 82,000 at 23.10. Now with a pre-tax bid-YTW of 5.79% based on a bid of 23.06 and a limitMaturity.
BMO.PR.K PerpetualDiscount 55,830 Nesbitt crossed 50,000 at 21.80. Now with a pre-tax bid-YTW of 6.12% based on a bid of 21.75 and a limitMaturity.
CM.PR.I PerpetualDiscount 39,375 Now with a pre-tax bid-YTW of 6.59% based on a bid of 17.88 and a limitMaturity.
RY.PR.E PerpetualDiscount 34,300 Nesbitt crossed 30,000 at 18.70. Now with a pre-tax bid-YTW of 6.14% based on a bid of 18.61 and a limitMaturity.

There were nineteen other index-included $25-pv-equivalent issues trading over 10,000 shares today.

Issue Comments

GFV.PR.A: Normal Course Issuer Bid

Global 45 Split Corp. has announced:

acceptance by the Toronto Stock Exchange (“TSX”) of the Company’s Notice of Intention to make a Normal Course Issuer Bid for its Preferred Shares and Class A Shares (collectively, the “Shares”).

Under this normal course issuer bid, the Company may purchase, from time to time, if it is considered advisable, up to 135,258 Preferred Shares and 135,258 Class A Shares, representing approximately 10% of the public float of the Shares, which is the same number as the Company’s issued and outstanding Shares, being 1,352,582 Preferred Shares and 1,352,582 Class A Shares as of the date hereof.

Under its previous normal course issuer bid, which commenced on July 5, 2007 and which expires on July 4, 2008, the Company has purchased and cancelled a total of 12,900 Preferred Shares and 12,900 Class A Shares at an average price of $10.5257 per Preferred Share and $14.7213 per Class A Share.

So … they did buy back some of their issue with the last bid, which plays a large role in my decision to post about the current bid. But don’t get too excited … according to First Asset, NAV as of June 26 was $22.14, while the TSX shows last trades of $12.25 for the capital units and $10.06 for the preferreds.

GFV.PR.A is not tracked by HIMIPref™.

Issue Comments

HPF.PR.A & HPF.PR.B: Massive Retraction

Lawrence Asset Management has announced:

that 680,998 HI PREFS Series 1 Shares (TSX: HPF.PR.A) and 207,662 HI PREFS Series 2 Shares (TSX: HPF.PR.B) were submitted for the annual redemption on June 30, 2008. Subsequent to the annual redemption there are 410,956 Series 1 Shares issued and outstanding and 800,792 Series 2 Shares issued and outstanding.

The redemption proceeds will be paid to Series 1 and Series 2 shareholders who participated in the annual redemption on or before July 15, 2008. Series 1 shareholders will receive redemption proceeds of $25.00 per Series 1 Share submitted for redemption and Series 2 shareholders will receive redemption proceeds of $11.11 per Series 2 Share submitted for redemption.

This is very curious. The prospectus states:

The Series 1 Shares, Series 2 Shares and Equity Shares are offered separately, but will be issued only on the basis that there will be an equal number of Series 1 Shares, Series 2 Shares and Equity Shares issued.

… but note the word “issued”. The section titled “Redemption” is more forthcoming:

In the event that any Series 1 Shares, Series 2 Shares or Equity Shares are tendered for redemption on a Redemption Date, the Company will purchase in the market for cancellation Series 1 Shares, Series 2 Shares and/or Equity Shares, as applicable, (or if the Equity Shares are not traded on a public market, redeem Equity Shares at an amount per share equal to the greater of the Net Asset Value per Equity Share and $3.54) in order that, to the extent practicable, the ratio of outstanding securities of each class remains constant.

… but note the phrase “to the extent practicable”.

Want to figure this one out? Why not try listening to the conference call previously mocked on PrefBlog?

Their fund page states:

On June 30, 2008, HI PREFS has its annual redemption feature. To listen to the replay of a conference call hosted by the Manager discussing the upcoming redemption please call 416-695-5800 / 1-800-408-3053, passcode 3262786.

Calling either number provided and tapping in the passcode results in a message that the passcode is invalid.

I’ve asked it before … I’ll ask it again: Is there anything about this issue that is not wierd?

Thank heavens that HPF.PR.A is finally out of the HIMIPref™ index. I never liked it … it was there only because volume was sufficient and DBRS insists it’s still investment grade despite the dividend default. With roughly two-thirds of the issue now having retracted, I can only hope that it continues to be eliminated from consideration due to volume concerns.

Update: See also entries for HPF.PR.A and HPF.PR.B

Interesting External Papers

BIS Releases Report on Credit Rating Agencies

The Bank for International Settlements has announced the release of a report, Ratings in structured finance: what went wrong and what can be done to address shortcomings?, from a study group chaired by Nigel Jenkinson Executive Director, Financial Stability of the Bank of England.

In sharp contrast to the IOSCO Report on CRAs, this report actually contains and addresses industry criticism of the report’s recommendations.

The recommendations are:

  • Investment fund trustees and managers should review their internal procedures and guidelines concerning how ratings information on SF products is used in their investment mandates and decisions.
  • Rating reports should be presented in a way that facilitates comparisons of risk within and across classes of different SF products.
  • Rating agencies should provide clearer information on the frequency of rating updates.
  • More user-friendly access to CRA SF models and their documentation should be provided. Rating models made available by CRAs should facilitate the conducting of “what if?” analysis or stress tests by users on key model parameters.
  • CRAs should document the sensitivity of SF tranche ratings to changes in their central assumptions regarding default rates, recovery rates and correlations.
  • CRAs should clearly and regularly disclose to investors their economic assumptions underlying the rating of SF products.
  • Limited historical data on underlying asset pools should be clearly disclosed as adding to model risk, as should any adjustment made to mitigate this risk.
  • CRAs should monitor more intensively the performance of the various agents involved in the securitisation process,
  • CRAs should periodically consider the wider systemic implications of a rapid growth of similar instruments or vehicles, or of new business undertaken by existing vehicles, for the continued robustness of their original ratings criteria
  • CRAs should consider how to incorporate additional information on the risk properties of SF products into the rating framework.

Everybody liked the first recommendation. It’s motherhood, after all … and the organizations that have ignored it in the past will ignore it in the future.

It is felt that providing information on what events would spark a review would be useful; but providing a schedule of future reviews would just lead to information overload.

The CRAs objected to disclosure of limited historical data, apparently fearing that this would lead to a box-ticking exercise amongst investors – such investors would ignore the possibility of structural breaks compromising the utility of historical data when it did exist.

The more intensive monitoring of agents in the securitization process was thought to be rather ambitious. That’s the regulators’ job!

Systemic implications are rather problematic – CRAs fear that it will become their responsibility to prick asset bubbles.

A separate rating scale was felt to be costly and cosmetic. A separate volatility indicator was thought to be genuinely useful.

Index Construction / Reporting

HIMIPref™ Index Rebalancing: June 2008

HIMI Index Changes, June 30, 2008
Issue From To Because
FAL.PR.B FixFloat Scraps Volume
POW.PR.C PerpetualPremium PerpetualDiscount Price
BNS.PR.O PerpetualPremium PerpetualDiscount Price
PWF.PR.H PerpetualPremium PerpetualDiscount Price
BMO.PR.L PerpetualPremium PerpetualDiscount Price
TD.PR.Q PerpetualPremium PerpetualDiscount Price
CU.PR.B PerpetualPremium PerpetualDiscount Price
NA.PR.M PerpetualPremium PerpetualDiscount Price
TD.PR.R PerpetualPremium PerpetualDiscount Price
PWF.PR.G PerpetualPremium PerpetualDiscount Price
HPF.PR.A SplitShare Scraps Volume
ACO.PR.A Scraps OpRet Volume
TRI.PR.B Scraps Floater Volume
CU.PR.A PerpetualDiscount PerpetualPremium Price

There were the following intra-month changes:

HIMI Index Changes during June 2008
Issue Action Index Because
BAM.PR.O Add OpRet New Issue
L.PR.A Add Scraps New Issue

Issues in the PerpetualPremium Index are looking awfully lonely!

Market Action

July 2, 2008

Sorry folks! I didn’t get the indices rebalanced today, so you’ll have to make do with the price-change (hint: yuck!) and volume (hint: zzzzzz…) tables.

Major Price Changes
Issue Index Change Notes
POW.PR.D PerpetualDiscount -2.9280% Now with a pre-tax bid-YTW of 6.42% based on a bid of 19.56 and a limitMaturity.
CM.PR.E PerpetualDiscount -2.8998% Now with a pre-tax bid-YTW of 6.33% based on a bid of 22.10 and a limitMaturity.
BMO.PR.F PerpetualDiscount -2.8889% Now with a pre-tax bid-YTW of 6.14% based on a bid of 21.85 and a limitMaturity.
PWF.PR.H PerpetualDiscount -2.8733% Now with a pre-tax bid-YTW of 6.10% based on a bid of 24.00 and a limitMaturity.
BCE.PR.G FixFloat -2.8571%  
CM.PR.J PerpetualDiscount -2.7968% Now with a pre-tax bid-YTW of 6.62% based on a bid of 17.03 and a limitMaturity.
CM.PR.H PerpetualDiscount -2.5276% Now with a pre-tax bid-YTW of 6.50% based on a bid of 18.51 and a limitMaturity.
BAM.PR.N PerpetualDiscount -2.1687% Now with a pre-tax bid-YTW of 7.38% based on a bid of 16.24 and a limitMaturity.
BCE.PR.I FixFloat -2.1231%  
BCE.PR.Z FixFloat -1.6957%  
CM.PR.G PerpetualDiscount -1.6721% Now with a pre-tax bid-YTW of 6.39% based on a bid of 21.17 and a limitMaturity.
RY.PR.F PerpetualDiscount -1.5831% Now with a pre-tax bid-YTW of 6.06% based on a bid of 18.65 and a limitMaturity.
RY.PR.D PerpetualDiscount -1.5699% Now with a pre-tax bid-YTW of 6.07% based on a bid of 18.81 and a limitMaturity.
GWO.PR.H PerpetualDiscount -1.5688% Now with a pre-tax bid-YTW of 6.28% based on a bid of 19.45 and a limitMaturity.
CM.PR.I PerpetualDiscount -1.5111% Now with a pre-tax bid-YTW of 6.45% based on a bid of 18.25 and a limitMaturity.
SLF.PR.B PerpetualDiscount -1.4925% Now with a pre-tax bid-YTW of 6.11% based on a bid of 19.80 and a limitMaturity.
BCE.PR.A FixFloat -1.4187%  
PWF.PR.K PerpetualDiscount -1.3827% Now with a pre-tax bid-YTW of 6.32% based on a bid of 19.97 and a limitMaturity.
RY.PR.G PerpetualDiscount -1.3158% Now with a pre-tax bid-YTW of 6.09% based on a bid of 18.75 and a limitMaturity.
BMO.PR.J PerpetualDiscount -1.2987% Now with a pre-tax bid-YTW of 6.01% based on a bid of 19.00 and a limitMaturity.
MFC.PR.C PerpetualDiscount -1.2716% Now with a pre-tax bid-YTW of 5.85% based on a bid of 19.41 and a limitMaturity.
RY.PR.E PerpetualDiscount -1.2055% Now with a pre-tax bid-YTW of 6.06% based on a bid of 18.85 and a limitMaturity.
SLF.PR.A PerpetualDiscount -1.1970% Now with a pre-tax bid-YTW of 6.04% based on a bid of 19.81 and a limitMaturity.
SBN.PR.A SplitShare -1.1928% Asset coverage of 2.2+:1 as of June 19, according to Mulvihill. Now with a pre-tax bid-YTW of 5.42% based on a bid of 9.94 and a hardMaturity 2014-12-1 at 10.00.
SLF.PR.C PerpetualDiscount -1.1690% Now with a pre-tax bid-YTW of 6.03% based on a bid of 18.60 and a limitMaturity. Look, I’ve got nothing against Sun Life Financial, OK? But when it starts trading THROUGH Royal Bank, something’s wrong.
POW.PR.A PerpetualDiscount -1.1251% Now with a pre-tax bid-YTW of 6.14% based on a bid of 22.85 and a limitMaturity.
WFS.PR.A SplitShare -1.0977% Asset coverage of just under 1.7:1 as of June 19, according to Mulvihill. Now with a pre-tax bid-YTW of 9.18% based on a bid of 9.01 and a hardMaturity 2011-6-30 at 10.00. 9.18% for well protected three-year money?.
CU.PR.B PerpetualPremium +1.7735% Now with a pre-tax bid-YTW of 5.90% based on a bid of 25.25 and a call 2012-7-1 at 25.00.
RY.PR.G PerpetualDiscount -1.3158% Now with a pre-tax bid-YTW of 6.09% based on a bid of 18.75 and a limitMaturity.
BNA.PR.C SplitShare +8.0332% Asset coverage of just under 3.6:1 as of May 30 according to the company. Now with a pre-tax bid-YTW of 7.49% based on a bid of 19.50 and a hardMaturity 2019-1-10 at 25.00. Compare with BNA.PR.A (6.02% to 2010-9-30) and BNA.PR.B (8.56% to 2016-3-25).
Volume Highlights
Issue Index Volume Notes
RY.PR.B PerpetualDiscount 121,800 TD crossed 82,900 at 19.70, then another 33,000 at the same price. Now with a pre-tax bid-YTW of 6.04% based on a bid of 19.75 and a limitMaturity.
BMO.PR.I OpRet 98,675 Now with a pre-tax bid-YTW of -0.11% based on a bid of 25.22 and a call 2008-8-1 at 25.00.
GWO.PR.H PerpetualDiscount 60,428 CIBC crossed 50,000 at 19.75. Now with a pre-tax bid-YTW of 6.28% based on a bid of 19.45 and a limitMaturity.
TD.PR.O PerpetualDiscount 47,930 TD crossed 25,000 at 21.25. Now with a pre-tax bid-YTW of 5.83% based on a bid of 21.19 and a limitMaturity.
SLF.PR.D PerpetualDiscount 45,029 RBC bought 10,000 from Scotia at 18.55. Now with a pre-tax bid-YTW of 6.04% based on a bid of 18.55 and a limitMaturity.

There were thirteen other index-included $25-pv-equivalent issues trading over 10,000 shares today.

Update, 2008-07-03:

Note that these indices are experimental; the absolute and relative daily values are expected to change in the final version. In this version, index values are based at 1,000.0 on 2006-6-30
Index Mean Current Yield (at bid) Mean YTW Mean Average Trading Value Mean Mod Dur (YTW) Issues Day’s Perf. Index Value
Ratchet 4.26% 3.86% 47,071 0.08 1 0.0000% 1,118.4
Fixed-Floater 4.99% 4.79% 66,486 15.90 6 -1.2218% 1,016.6
Floater 4.07% 4.08% 53,894 17.28 3 +0.0681% 904.4
Op. Retract 4.92% 2.85% 187,130 2.65 17 -0.0114% 1,052.8
Split-Share 5.32% 5.91% 67,210 4.16 14 +0.1682% 1,038.2
Interest Bearing 6.12% 4.11% 46,253 2.01 3 +0.2375% 1,125.4
Perpetual-Premium 5.95% 5.87% 63,838 8.45 4 -0.2964% 1,008.4
Perpetual-Discount 6.04% 6.09% 252,963 13.58 67 -0.6100% 871.9
Regulatory Capital

Background on US TruPS

TruPS are Trust Preferred Securities, sold in the States. There’s an article on Bloomberg today with some interesting background. Note that TruPS pay interest since, if the Bush tax cuts are not extended, there is no preferential tax rate on dividends that offsets the tax on the profits paid by the issuer.

So-called community banks and larger lenders have sold trust-preferred securities, known as TruPS, for about a dozen years. Collateralized debt obligations became the biggest buyers, generating enough demand to expand the market 10-fold, according to Merrill Lynch & Co. index data. The CDOs packaged the shares and sliced them into pieces with varying credit ratings.

Community banks such as FirsTier were too small to attract insurance companies or mutual funds and sold the securities to CDOs instead, in issues of $10 million or $20 million at a time, according to Fitch Ratings analyst Nathan Flanders.

The market was upended after mortgage foreclosures reached a record high of 2.47 percent for all loans in the U.S., starting a credit-market meltdown that sent investors fleeing to safer government securities.

As the preferred market seized up, the Standard & Poor’s Small Cap Regional Banks Index has fallen 34 percent this year, leaving banks unable to sell common stock without diluting existing shareholders. Cut off from fresh capital, some lenders may file for bankruptcy, according to ICBA’s Cole.

Trust-preferred shares were attractive to banks because dividends are paid out of pre-tax income and may be suspended without penalty. The stock is considered Tier 1 capital, a lender’s most basic layer.

Only 10 banks out of about 2,000 issuers halted dividends in the seven years ending in September, and all but two resumed distribution, according to Flanders.

Since September, 23 banks, including Pasadena, California- based IndyMac Bancorp Inc. and Omni Financial Services Inc. of Atlanta, stopped making preferred-stock dividend payments. IndyMac has fallen 89 percent and Omni 81 percent this year.

About $46 billion of trust-preferred CDOs were sold since 2000, Flanders said. None has been created since November. [Fitch Ratings analyst Nathan] Flanders said May 21 that he may downgrade parts of 59 CDOs because so many banks had defaulted or deferred dividends.

Moody’s Investors Service said today that it will review all CDOs backed by bank trust-preferred securities, according to a report by analysts John Park and James Brennan.

There is a specialty US-based ETF based on TruPS, PGF trading on AMEX. As of March 31, it was down 11.54% for the prior year, vs. -11.48% for the S&P Preferred Index and -8.42% for the propietary Wachovia index it reflects.

Update: According to FRB Atlanta:

The Federal Reserve Board has amended its capital guidelines to allow bank holding companies (BHCs) to continue including trust preferred securities—commonly known as TRUPS—in their core,1 or tier 1, capital although in lesser amounts than previously permitted. By 2009, most BHCs will have to limit restricted core capital elements,2 which include TRUPS, to 25 percent of the sum of their core capital, and very large or internationally active BHCs will have to limit restricted elements to 15 percent of core capital.

TRUPS are created when a special purpose entity, which is controlled by a bank holding company, issues preferred stock. Then the controlling BHC issues debt, which the special purpose entity purchases. Interest payments on that debt provide cash flows for paying preferred stock dividends.

Thus, it is structurally equivalent to Loan-Based Innovative Tier 1 Capital.

Issue Comments

GBA.PR.A Downgraded to Pfd-5 by DBRS

DBRS has announced that it:

has today downgraded the Preferred Shares issued by GlobalBanc Advantaged 8 Split Corp. (the Company) to Pfd-5, with a Stable trend, from Pfd-4 (high).

In June 2007, the Company raised gross proceeds of $54 million by issuing 2.7 million Preferred Shares (at $10 each) and an equal amount of Class A Shares (at $10 each), to provide downside protection of approximately 47% to the Preferred Shares (after issuance costs).

The net proceeds from the initial offering were used to purchase a portfolio of Canadian securities that were pledged to the National Bank of Canada (the Counterparty) to enter a forward agreement (the Forward Agreement) in order to gain exposure to a portfolio of common shares (the Bank Portfolio) issued by eight of the world’s largest banks, Citigroup Inc., Bank of America Corp. (DE), Royal Bank of Scotland Group plc, UBS AG, Banco Santander Central Hispano S.A., BNP Paribas, Société Générale Group and Deutsche Bank AG.

Holders of the Preferred Shares receive fixed cumulative quarterly distributions equal to 4.5% per annum. The Company provides Class A Shareholders with distributions of capital gains when declared by the Board of Directors. Since inception, the Capital Shareholders have received a total of $0.0485 per share, a return of less than 0.5% of the initial share price.

Based on the most recent dividends paid by its underlying companies, the Bank Portfolio can generate enough yield to pay the fixed preferred distributions and other annual expenses. However, changes in dividend policy by any of the banks included in the Bank Portfolio could cause a potential grind on the net asset value (NAV).

Since inception, the NAV has dropped from about $19 to $9.70 (as of June 30, 2008), a decline of nearly 50%. Since the NAV is currently below the $10 principal value of the Preferred Shares, the holders of the Preferred Shares would experience a loss of 3% of their initial investment if the portfolio were to be liquidated and proceeds distributed. The decline in NAV can be attributed to the Bank Portfolio’s 100% concentration in the international banking industry, as well as its exposure to those banks that have experienced credit writedowns during the past year.

The downgrade of the Preferred Shares is primarily based on the lower level of asset coverage available to cover the Preferred Shares principal.

The redemption date for both classes of shares issued is December 15, 2012.

This follows a downgrade to Pfd-4(high) on April 17. Anybody feeling like swearing at the Credit Rating Agencies? It was rated Pfd-2 until January 17, 2008 … that’s fast, eh? Pfd-2 (reasonable investment grade) to Pfd-5 (deep junk) in less than six months. Even the sternest critics will agree, I’m sure that losing half your money in a year while invested in …

a portfolio of common shares (the Bank Portfolio) issued by eight of the world’s largest banks, Citigroup Inc., Bank of America Corp. (DE), Royal Bank of Scotland Group plc, UBS AG, Banco Santander Central Hispano S.A., BNP Paribas, Société Générale Group and Deutsche Bank AG

… is a tad unusual. If there is such a thing, I wonder how “GlobalBanc Disadvantaged 8 Split Corp.” is doing!

GBA.PR.A is not tracked by HIMIPref™.

Update: The company has stated:

Current Net Asset Value (“NAV”) per Unit is $9.70, comprised of $9.70 per Preferred Share and $0.00 per Class A Share. Since the NAV per Unit is currently below the $10 principal value of the Preferred Shares, the holders of the Preferred Shares would receive less than $10 if the portfolio were to be liquidated and proceeds distributed as at today’s date. Based on the most recent dividends paid by the underlying companies, the Bank Portfolio currently generates enough yield to pay the fixed cumulative quarterly preferred dividends in the amount of $0.1125 per Preferred Share and the expenses of the Company. However, future changes in dividend policy by any of the banks included in the Bank Portfolio, among other things, may require the Company to further reduce NAV per Unit in order to sustain the dividend on the Preferred Shares. The redemption price payable for each Preferred Share outstanding on December 15, 2012 (the final redemption date) is equal to the lesser of: (i) $10.00 plus accrued and unpaid distributions; and (ii) the NAV per Preferred Share on that date.

This press release is not yet available on the company’s website.

Issue Comments

CBW.PR.A Downgraded to Pfd-5[Trend Negative] by DBRS

DBRS has announced that it:

has today downgraded the Preferred Shares issued by Copernican World Banks Split Corp. (the Company) to Pfd-5, with a Negative trend, from Pfd-3 (low).

In November 2007, the Company raised gross proceeds of $96.1 million by issuing 4.805 million Preferred Shares (at $10 each) and an equal amount of Class A Shares (at $10 each). The initial structure provided downside protection of 50% to the Preferred Shares as all issuance costs were paid by AIC Investment Services Inc. (the Manager).

The net proceeds from the offering were used to invest in a portfolio of common shares (the Portfolio) issued by bank-based financial institutions with strong credit quality (World Banks). The Portfolio is actively managed by the Manager to invest in World Banks that have at least a US$1 billion market capitalization and exhibit the potential for attractive dividend yields and strong earnings growth momentum. It is expected that a minimum of 80% of all foreign content will be hedged back to Canadian dollars at all times to mitigate net asset value (NAV) volatility relating to foreign currency exchange fluctuation.

Holders of the Preferred Shares receive fixed cumulative quarterly dividends yielding 5.25% per annum. The Company aims to provide holders of the Class A Shares with monthly distributions targeted at 8.0% per annum.

There is an asset coverage test in place that does not permit the Company to make monthly distributions to the Class A Shares if the dividends on the Preferred Shares are in arrears or if the NAV of the Portfolio is less than $15.00 after giving effect to such distributions. Since the Company’s NAV has decreased below $15.00, distributions to the Class A Shares are currently suspended, which greatly reduces the grind on the Portfolio going forward. The Company is currently required to generate a return of approximately 3% from sources other than dividend income to maintain a stable NAV. The required return will vary based on fluctuations in the Portfolio’s NAV and changes in the dividend policies of the World Banks.

The credit quality of the Portfolio is strong and globally diversified, but the NAV of the Portfolio has experienced downward pressure due to its concentration in the financial industry. Since inception, the NAV has dropped from $20 to $10.39 (as of June 30, 2008), a decline of 48%. As a result, the current downside protection available to the Preferred Shareholders is approximately 4%.

The downgrade of the Preferred Shares is primarily based on the greatly reduced asset coverage available to cover repayment of the Preferred Shares principal. The Negative rating trend is due to the additional return required to avoid further deterioration in the Company NAV.

The redemption date for both classes of shares issued is December 2, 2013.

This follows a downgrade to Pfd-3(low) on April 17. CBW.PR.A is not tracked by HIMIPref™.