1/12/11: Conversions: What Happened

The Great January 2011 Income Trust Conversion Stampede is over. In all, some 41 companies in the Canadian Edge How They Rate universe made a move. All the vitals are presented in the table “Conversions: What Happened.”

Each of the converting companies changed its Toronto Stock Exchange (TSX) symbol, most by simply dropping the “-U” or “.UN” suffix. Each also changed its name, most only by replacing the words “Income Fund” or “Trust” with “Inc,” “Corp” or “Ltd”.

Four changed their names substantially. Avenir Diversified Income Fund became AvenEx Energy Corp (TSX: AVF, OTC: AVNDF). Jazz Air Income Fund became Chorus Aviation Inc (TSX: CHR.B, OTC: JAZZF). Fort Chicago Energy Partners LP became Veresen Inc (TSX: VSN, OTC: FCGYF) and Swiss Water Decaffeinated Coffee Income Fund is now Ten Peaks Coffee Company Inc (TSX: TPK, OTC: SWSSF). The latter three changed TSX symbols substantially.

A little more than half of the converting companies cut their dividends, while several others switched from monthly frequency to quarterly. The rest kept their dividend amounts and frequencies the same as when they were trusts.

All of these companies announced what their 2011 dividends would be well in advance of conversion, allowing the news to be absorbed by the market in an orderly way. As a result, there has been no real market reaction to the action so far, though there may be if some investors are unaware that payouts will be reduced.

One of the biggest surprises for me in this process was that virtually every converting company was able to keep the same US over-the-counter (OTC) symbol for trading in the US. That’s following the pattern of later converters like Yellow Media Inc (TSX: YLO, OTC: YLWPF), rather than earlier converters like Pembina Pipeline Corp (TSX: PPL, OTC: PBNPF), which changed both its OTC and TSX symbols simultaneously.

The exception was Just Energy Group Inc (TSX: JE, OTC: JSTEF), which swapped JUSTF for JSTEF upon converting from Just Energy Income Fund.

Also, as of this Flash Alert Keyera Corp (TSX: KEY-U, OTC: KEYUF) is still trading under the TSX symbol KEY-U (or KEY.UN), rather than KEY, as the company previously announced it would starting Jan. 4. As a result, we don’t know for certain whether it will keep KEYUF as its OTC symbol, though that seems likely.

At this time we’ve made all of the needed symbol changes to How They Rate, with the exception of Keyera. What may not be reflected in the data from our live feed are the dividend cuts scheduled to take place early in 2011. For this reason I’ve included a column in the table for “Dividend Change” at conversion.

For the monthly payers the lowered rates should show up beginning with February payments. For quarterly payers, however, it may take somewhat longer to reflect proper numbers, possibly until the April payments are made. Make sure to cross-reference your stocks with this table, which reflects where reductions will be made at companies.

I’ve presented information on post-conversion dividends several times in the past, most recently the December Feature Article. I’ve also discussed these companies’ cuts in Dividend Watch List as they were announced over the past year. You can access everything I’ve written on every company in How They Rate by clicking on its US OTC symbol in the table.

The biggest plus about these conversions is that henceforth any dividends paid by these companies will not be withheld 15 percent by Canadian authorities, provided they’re held in IRAs and other tax deferred accounts. They will be withheld if owned outside IRAs, but the tax can be recovered by filing a Form 1116 on your US taxes, as you would for any other foreign stock.

Because these companies are now all organized as corporations, there should no longer be any question from any broker that their dividends are “qualified” for US tax purposes. That is that they’ll be taxed at a maximum rate of 15 percent just as every foreign and US stock is.

Our position remains that these companies as trusts were also equities and that dividends were qualified for tax purposes. But conversions should cut down on the number of erroneous 1099s filed by brokers, listing them as non-qualified with dividends taxed as ordinary income.

Finally, in addition to Keyera’s still trading under its income trust symbol, there are still a couple of glitches in our How They Rate universe. One is the status of US shareholders of Bell Aliant Inc (TSX: BA, OTC: BLIAF).

At this time several brokers, including Schwab, have effectively impounded shares of Bell Aliant, presumably because they expect non-qualified US investors to be cash out as the company promised. However, there’s no indication this has taken place. As a result, investors who weren’t able to sell after my December 20 Flash Alert have been saddled with what in effect is restricted stock.

Sooner or later the shares will either be cashed out, as Bell Aliant has promised to do, or else will be returned to control of investors. My advice is to sell Bell Aliant Inc as soon as you are able to do so, should the company not go through with the cash out. But in the meantime, Bell Aliant’s share price has, fortunately, remained relatively steady since the conversion, so no one yet is losing money for not being able to sell.

Several brokers have done the same thing with shares of Canfor Pulp Products Inc (TSX: CFX, OTC: CFPUF), though I’ve been told the company has relented on its plans for a cash out of “non-qualified” US investors and is simply exchanging common stock for trust units. I can’t confirm this, however. And, as with Bell Aliant, my advice is to sell Canfor Pulp Products Inc as soon as you are able.

There’s also at least one brokerage that has taken the point of view that a trust conversion amounts to an initial public offering (IPO) and therefore the stocks can’t be legally purchased by US investors until Jan. 31. This, of course, is complete nonsense, as anyone can see by looking at the volume traded of OTC shares–which are only purchased and sold by US investors. But some investors are nonetheless having trouble buying companies like Macquarie Power & Infrastructure Corp (TSX: MPT, OTC: MCQPF) after their conversions.

Rest assured that this, too, shall pass. Eventually even the most wacky, indefensible brokerage policies will reverse, and their customers will be able to buy and sell as before. Until then, we’ll keep you posted on where the buys are, as well as any remaining glitches resulting from conversions.

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