Category: Debt

Paying attention to debt call features

Rogers Sugar Income Fund announced yesterday a bought deal – they were issuing $50M in convertible debt. The salient part of their press release was the following:

The net proceeds of the offering will be used to redeem all of the outstanding $50 million principal amount 6.0% convertible unsecured subordinated debentures of the Fund due June 29, 2012. The redemption is intended to take place on or about June 29, 2010.

The $50M currently outstanding trades as RSI.DB.A. It had a maturity of June 2012, coupon of 6% and a conversion feature at $5.30/unit – before this announcement, the debt was trading very thinly at a price of 103-104. This implies a 4.1-4.5% yield, plus the option premium on conversion. The proper valuation of the debt actually is not a trivial issue considering you have to make some complex calculations with respect to the convertible option – Black Scholes will not cut it in this case.

In any event, Rogers Sugar refinanced the debt. The June 2012 debt also contains a call option, where the company can call the debt, as per the prospectus:

On or after June 29, 2010, the Debentures will be redeemable prior to Maturity in whole or in part from time to time at the option of the Fund on not more than 60 days and not less than 30 days prior notice at a price equal to the principal amount thereof plus accrued and unpaid interest.

So in other words, debt that was trading between 103-104 on March 18, 2010 will be redeemed at a price of 100 by the company on June 29, 2010.

Not surprisingly, the debt now is trading with a bid/ask of 101.75/102.00 and the only reason why this is above 100 is purely due to the value of a three month option with a strike price of $5.30/unit embedded in the debt. Debt purchased at 102 actually has a negative 0.5% yield when you factor in the call that will occur on June 29, 2010.

Investors would be very well to take note of any embedded call features in the debentures they purchase – especially if they are purchasing the debt for over par value.

The new debt issue of Rogers Sugar has a 7 year maturity and is 2.7% above government bond rates (coupon 5.7%; government 7-year benchmark is 2.96%), which is represents a rather cheap medium-term financing for the company. The $6.50/unit call premium is about 35% above market value and thus would minimize any dilution in the unlikely event that Rogers Sugar actually trades that high and thus the coupon cost is lower. I would have preferred that management lower the conversion rate to about $6.00/unit and have a smaller coupon on the debt, however.

Music to a bondholder’s ears

I own some long term debt in Sprint. Recently, the following was quoted from their CFO:

NEW YORK (AP) — Shares of Sprint Nextel Corp. rose Monday after Chief Financial Officer Bob Brust told investors the telecommunications company plans to pay down its debt and continue to strengthen its balance sheet.

“(In) the next 30 months, we have about $5.2 billion of debt coming due. Right now we plan to pay that as due, not refinance,” said Brust at the Raymond James Institutional Investors Conference, according to a transcript.

The only other better news that could come out of his mouth was that they would be raising capital through the equity markets to pay down more debt, but I will settle with this. Sprint has negative net income, but they have strong positive cash flows, and I think their debt is still (slightly) undervalued. It is my second largest portfolio component.

The only issue I have with their debt is not their ability to pay it off – it is the more macroeconomic perspective of rising interest rates and a US government that is seemingly destined to inflate its way out of its fiscal situation.

First Uranium gets whiplashed

I have written earlier about First Uranium’s woes – they had an environmental assessment permit that was critical to their business venture pulled.

Today they announced that they have it back.

This is what I was referring to the political instability risk concerning investing in companies that have major operations overseas – judging how burdensome the local government is very difficult unless if you are living there and have a “feel” for them.

First Uranium equity today jumped by 39% and closed the day at $1.81/share. This gives them a market capitalization of $300 million. Before this fiasco began, their equity was valued at about $2.50/share. I suspect their equity is under-valued, but I am not interested in the equity – I am interested in the debt. The equity still has other risks (dealing with governance, management compensation, composition of the near-majority shareholder, etc.) that I am not interested in taking. In addition, there still is the operational risk of actually being able to get the gold refining project up assuming anybody wants to finance the operation. The operation will likely be financed with some combination of equity and debt. Future dilution is something equity holders will face, but this is already baked into the relatively low share price.

The debentures are trading at bid/ask 68/71. Now with their business prospects significantly enhanced (providing that they can raise $100 million of capital that would be require to get the project going), I believe there is a material chance that these debentures ($150M par value) will be paid off at par in 2.3 years to maturity. I am guessing that once the project gets established and the revenues come in as projected (which will be substantial) that sometime in 2011 or early 2012, the cost of capital for the company will be considerably lower and I will get paid off at par. At 69.5 cents, the debt has a 23% annualized combined yield-capital gain for an acceptable risk.

Canadian exchange traded debt statistics

There are 168 issues of exchange-traded debt available over the TSX. A lot of these issues are illiquid – 58 issues today did not trade.

None of these issues are trading below 60 cents.

There are 5 issues (3 issuers) that are trading between 60 and 69.9 cents.

There are 8 issues (6 issuers) that are trading between 70 and 79.9 cents.

There are 9 issues (8 issuers) that are trading between 80 and 89.9 cents.

There are 23 issues (21 issuers) that are trading between 90 and 99.9 cents.

The rest of the issues (123) are trading at 100 cents or greater.

If you compared these statistics with the same statistics one year ago, it would have been significantly different – there were lots of issues that were trading well below 80 cents.

The exchange traded debenture market on the TSX right now is mostly a done deal and investors should not look toward them to provide disproportionate returns beyond coupon payments. I have thoroughly analyzed the various issues that are trading cheaply, and there is limited value.

The events that occurred in late 2008 and early 2009 was likely a once in a decade opportunity in the corporate debt market. Time to start looking at equities again once everything matures.

Selling debentures above par value

The decision to sell debentures that are trading above par value is an interesting challenge of capital allocation and tax optimization. Assuming the premium is dictated by the underlying company’s likeliness to pay rather than a conversion premium, there are a few variables to consider. A real-life example is the best illustration.

The company formerly known as True Energy Trust (now Bellatrix Exploration) has an $86M issue of 7.5% debentures that are scheduled to mature on June 30, 2011, which is 1.4 years away. The underlying company is otherwise debt-free and has recently performed a successful equity offering to fund the next year of capital projects. Additionally, the company has a market capitalization that would suggest that even if it was not able to raise capital before the maturation of debt, that they would be able to equitize the debt upon the maturity date.

In other words, getting paid out is a very likely scenario and would only take extraordinary risks (fraud or an absolute collapse in oil prices, etc.) over the next 1.4 years to prevent debenture holders from getting paid.

The debentures have a call provision, where the company can purchase the debentures at 105 cents before June 30, 2010 and 102.5 cents after June 30, 2010. It is unlikely they will use this call provision before June 30, 2010, but there is a low probability chance they will use it just after June 30, 2010, which implies a 4.9% yield to maturity on June 30, 2010. The company will only exercise this option if they can raise cheap money – it doesn’t necessarily have to be at a lower coupon than 4.9%, but rather an extension of the maturity is the functional objective.

In terms of tax optimization, the debentures were purchased at a cost basis significantly lower than par value, which means there is a bottled up capital gain embedded within them if I choose to sell them in 2010. The other decision is to wait until January 1, 2011, which means capital gains taxes will be deferred to an April 2012 cheque to the CRA. I will also be receiving interest income as a reward for patiently waiting.

The debentures are trading at 101.5 cents between the bid and the ask, which means that I can sell today and receive a 1.5 cent capital premium in exchange for the interest I will forego between now and June 30, 2011. This does not match up to the 10.5 cents of interest income I would receive between now and the maturity date. In terms of the capital that I am locking up to receive this interest rate, it implies my current yield is 7.4% and my capital gain will be -1.3% annualized assuming I do not sell today.

In order for a sell decision to be worthwhile, I would need to be able to realize a total yield of greater than 6.3% on my subsequent investment, not factoring in the tax liability, which would increase my hurdle rate by requiring me to divide 6.3% by (1-t), where t is the marginal tax rate for selling.

Since there is nothing with this return for a comparable risk that is not already in my portfolio, it means I will be holding onto the debentures for the next little while and keep on accruing interest. 6.3% at present is about 5% better than what I can get at ING Direct for risk-free money, so taking a very slight risk for a 5% premium still is very worthwhile.