{"id":31665,"date":"2015-12-18T02:01:21","date_gmt":"2015-12-18T07:01:21","guid":{"rendered":"http:\/\/prefblog.com\/?p=31665"},"modified":"2015-12-18T02:01:21","modified_gmt":"2015-12-18T07:01:21","slug":"dc-pr-c-dundee-gets-support-from-glass-lewis","status":"publish","type":"post","link":"https:\/\/prefblog.com\/?p=31665","title":{"rendered":"DC.PR.C: Dundee Gets Support from Glass, Lewis & Co., Proxy Advisors"},"content":{"rendered":"

Dundee Corporation has announced<\/a>:<\/p>\n

that Glass Lewis & Co. (“Glass Lewis”), a leading, independent, governance analysis and proxy voting firm, has recommended that holders of Dundee’s First Preference Shares, Series 4 (the “Series 4 Preferred Shares”) vote FOR the special resolution to approve the proposed preferred share exchange transaction whereby each of its Series 4 Preferred Shares would be exchanged for 0.7136 of a First Preference Share, Series 5 (the “Series 5 Preferred Shares”) pursuant to a statutory plan of arrangement under the Business Corporations Act (Ontario) (the “Arrangement”). The resolution will be considered at the upcoming special meeting of holders of Series 4 Preferred Shares to be held on January 7, 2016 at 9:00 a.m. (Toronto time) at the offices of Dundee Corporation, 1 Adelaide St. East, Suite 2100, Toronto, Ontario, Canada.<\/p>\n

In its recommendation, Glass Lewis noted that while “the retraction date of the Series 4 Preferred Shares will be effectively extended three years through the Arrangement, the par value of the Series 5 Preferred Shares is functionally equivalent to that of the Series 4 Preferred Shares, their cumulative dividend rate is greater, and the redemption features of the Series 5 Preferred Shares are more generous”. Glass Lewis also stated that it believes that “decisions regarding a Company’s capital structure, business and operations are best left to the judgment of the board” and that “the arrangement resolution proposed by the board is reasonable and consistent with standard market practice”.<\/p>\n

The Company continues to seek dialogue with significant institutional holders who have expressed concerns about the proposal, and there can be no assurance that such discussions will be successful or that the proposal will proceed as currently proposed or at all.<\/p><\/blockquote>\n

I am unable to find a copy of the report on-line (not surprising, since Glass, Lewis is Subscriber-Pay), so I am unable to comment regarding what the report may contain that Dundee did not choose to highlight. I will note that the quoted sections do not address the investment merits of the potential new issue compared to those of the old one.<\/p>\n

Update, 2015-12-18<\/b>: I sent Glass, Lewis the following eMail:<\/p>\n

Subject: Recommendation Regarding Dundee Corporation Preferred Shares<\/p>\n

Sirs,<\/p>\n

I was astonished to read that you have recommended that holders of Dundee\u2019s First Preference Shares, Series 4 vote FOR the special resolution to approve the proposed preferred share exchange transaction (http:\/\/www.dundeecorp.com\/pdf\/2015-12-17-Glass-Lewis.pdf )<\/p>\n

How may I obtain a copy of your full report?<\/p>\n

Sincerely,<\/p><\/blockquote>\n

A few hours later I received the reply:<\/p>\n

Hello James,<\/p>\n

If you are interested in our research the fee for the report, based on Dundee’s market cap, is $3,500.<\/p>\n

Please let me know if you are interested or if you have any other questions.<\/p>\n

Best,<\/p><\/blockquote>\n

I’m not particularly surprised, but I will say that I eagerly await the comments of those Assiduous Readers who are convinced that “Subscriber Pay” is the only way to go for Credit Rating Agencies.<\/p>\n

I will not comment much on the Glass, Lewis recommendation, since I have not seen anything of it other than the very short quotations provided by Dundee. However, I will reiterate that the quotations do not address the investment merits of the Series 5 shares vs. the Series 4 and that while it is of course true that:<\/p>\n

“decisions regarding a Company’s capital structure, business and operations are best left to the judgment of the board”<\/p><\/blockquote>\n

it is also true that decisions regarding an investors portfolio are best left to the judgment of the investor!<\/p>\n","protected":false},"excerpt":{"rendered":"

Dundee Corporation has announced: that Glass Lewis & Co. (“Glass Lewis”), a leading, independent, governance analysis and proxy voting firm, has recommended that holders of Dundee’s First Preference Shares, Series 4 (the “Series 4 Preferred …<\/p>\n","protected":false},"author":1,"featured_media":0,"comment_status":"open","ping_status":"open","sticky":false,"template":"","format":"standard","meta":{"footnotes":""},"categories":[13],"tags":[],"class_list":["post-31665","post","type-post","status-publish","format-standard","hentry","category-issue-comments"],"_links":{"self":[{"href":"https:\/\/prefblog.com\/index.php?rest_route=\/wp\/v2\/posts\/31665","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/prefblog.com\/index.php?rest_route=\/wp\/v2\/posts"}],"about":[{"href":"https:\/\/prefblog.com\/index.php?rest_route=\/wp\/v2\/types\/post"}],"author":[{"embeddable":true,"href":"https:\/\/prefblog.com\/index.php?rest_route=\/wp\/v2\/users\/1"}],"replies":[{"embeddable":true,"href":"https:\/\/prefblog.com\/index.php?rest_route=%2Fwp%2Fv2%2Fcomments&post=31665"}],"version-history":[{"count":0,"href":"https:\/\/prefblog.com\/index.php?rest_route=\/wp\/v2\/posts\/31665\/revisions"}],"wp:attachment":[{"href":"https:\/\/prefblog.com\/index.php?rest_route=%2Fwp%2Fv2%2Fmedia&parent=31665"}],"wp:term":[{"taxonomy":"category","embeddable":true,"href":"https:\/\/prefblog.com\/index.php?rest_route=%2Fwp%2Fv2%2Fcategories&post=31665"},{"taxonomy":"post_tag","embeddable":true,"href":"https:\/\/prefblog.com\/index.php?rest_route=%2Fwp%2Fv2%2Ftags&post=31665"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}