Preferred Securities

Preferred securities, also referred to as “preferreds,” possess certain characteristics shared by stocks and bonds. They can appeal to investors seeking higher yields although they can come with higher risks. Preferred securities often have very long (40+ years) or perpetual maturity dates and many are structured with five-year calls (the issuer has the right to redeem it after five years). They are also subordinate to debt securities but are placed ahead of common stock in the corporate structure. These factors can be weighed against the potential higher income preferred securities may offer.

Most preferreds are listed like stocks, with the majority trading on the New York Stock Exchange. Like traditional bonds, preferreds tend to have credit ratings, and upgrades and downgrades often play an important role in secondary market pricing. Preferred credit ratings tend to be 1 to 2 notches below a corporation’s debt rating.

In general, there are two types of preferred securities, each of which share characteristics of both stocks and bonds: equity preferreds and debt securities.

• Equity Preferreds – Traditional or equity preferred stocks are similar to common stock in that they are perpetual and never mature. Like bonds, most pay fixed payments, however, the payments are dividends rather than interest which is taxed at a typically higher ordinary income tax rate.
• Debt Securities – Often referred to as "baby bonds" due to their par value of $25. They pay interest like traditional bonds. Classified as debt, they stand ahead of equity preferred securities in the payout hierarchy should a company default. Debt preferreds may be secured, unsecured, senior, junior or subordinated in standing within the capital structure.

Potential investors should examine the characteristics of each issue to determine that the investment meets their expectations and risk tolerance. They should understand the capital structure for priority of claims, study call provisions and know the circumstances under which the issuer can stop making payments as well as what the consequences are.

Investment Highlights

• Income – Preferred securities generally offer fixed periodic payments. However, payments can be interrupted under certain scenarios that are discussed in Features, Considerations and Risks.
• Competitive Returns – Preferred securities may offer attractive yields compared to other fixed income investments.
• Term – Some preferred securities carry a defined investment timeframe which typically are long maturity dates; however, many issues are perpetual. Usually, the investor has call protection for five years from the issue date, although extraordinary calls may exist, allowing the issuer to call the issue at any time.
• Quality – Preferred issues are generally rated by the rating agencies based on the issuer’s credit quality. In general, higher yields are associated with lower quality issuers. In the capital structure, they usually fall at the bottom of the balance sheet ahead of common stock but subordinate to debt.
• Liquidity – Most issues are traded on the major exchanges.
• Denomination – Most issues are offered in $25 par value denominations, although some are offered with $1,000 par value or other values.

Suitability
Preferred securities are most suitable for investors with long-term time horizons who are interested in a fixed rate of return. As new structures continue coming to the market, not all issues may be suitable for a particular investor. The following explanations should be used in conjunction with a prospectus, as features may differ from issue to issue.

Preferred Securities at a Glance

	Traditional Preferred	Debt Security
Priority of claim	Junior to all debt, senior to traditional preferred and common equity	Senior to trust and traditional preferreds and common equity
Income	Dividend – declared by the board of directors	Interest income
	Cumulative or non-cumulative	Some may allow deferral of income
	Paid out of after-tax earnings	Paid out of after-tax earnings
Term	Perpetual	Usually 30 years or longer
	Usually five years non-call from issue date	Usually five years non-call from issue date
	Special calls may exist	Special calls may exist

Features, Considerations and Risks

• Returns – Preferred security pricing includes three components: par value, accrued dividend or income from the last payment date, and market premium or discount. As with bonds, preferreds should be evaluated based on the worst-case scenario. Preferred securities trading at a premium are more likely to be called.
• Income – All preferred securities have an income feature based upon par value that is paid monthly, quarterly or semiannually. In simplest terms, traditional preferreds pay dividends, while trust preferreds typically pay interest; however, these income payments are dependent on the issuer’s financial condition. The issuer will generally have to stop paying the common stock dividend before it would stop the payments on preferreds. For traditional preferred stock dividends, the payments must be declared by the board of directors. The deferrable feature on certain trust preferred shares may have an unfavorable impact on investors' tax liability. Select preferreds or capital trust structures may allow the issuer to defer payments up to five years, 10 years or longer without causing a default event. If deferred, the holder is liable for tax on income accrued but not received. Preferreds can also be cumulative or non-cumulative. In these instances, if the issuer stops making payments, cumulative shares will have to catch up and pay dividend or interest payments. Deferrable issues may have an alternative payment mechanism or provision that requires the issuer to sell assets to pay the deferred payments after a certain period. Some issues have a fixed to float feature. A fixed coupon (often five years) is typically followed by a coupon set to float at a margin above a specified benchmark index for the remainder of the security’s life. Changes in income payments may significantly affect yield and final term of the investment and, consequently, the price is subject to change.
• Term of Investment – Preferred securities can carry maturities of 20 or more years from the original issue date or are perpetual. While most preferred securities become callable after a period of call protection, certain extraordinary events may alter the term of investment. Special event calls may be in place to allow the issuer to call the securities early and may include a tax law change, capital treatment event (CTE)¹, rating agency event or a regulatory call based on change in status of the issuer or a call on the underlying collateral. Further, a few issues with a defined maturity date may have provisions for maturity extension. These features are discussed in the prospectus and should be reviewed carefully as they may impact the final realized return.
• Credit Risk – The yields offered are affected by the issuer’s credit quality. In general, lower credit-rated issuers provide higher yields to compensate for additional risk. If the issuer’s credit quality changes, the security’s value could be affected as well. Preferred securities rank low in priority in the corporate structure, higher only to common stock.
• Priority of Claim – Preferred securities provide the investor with a higher priority of claim on the assets than common stockholders should the issuer be liquidated. The priority in the capital structure of a corporation is as follows: (1) secured debt, (2) unsecured debt, (3) unsecured subordinated debt, (4) preferred securities, and (5) common stock.
• Interest Rate Risk – Preferred shares are fixed income securities that, like bonds, have values that rise and fall in response to interest rate changes. Principal is subject to market fluctuations, which can be significant at times, and sale proceeds may be more or less than the original purchase price. Preferred securities typically have long-term maturities where an increase in interest rates can have a considerable impact on the principal value. If rates rise, preferred prices typically decline. Conversely, when interest rates decline, the income rate available on a previously issued preferred generally becomes more attractive, and demand can drive the price up. However, if the securities are callable, a decrease in interest rates may not have as much impact, given that issuers are more likely to call securities in a decreasing interest rate environment. In addition, preferred securities trade at a price that includes income accruals. All other variables being equal, the preferred price should increase accordingly to reflect the accrued income. Other factors affecting the price include supply, demand, credit risk and structure.
• Liquidity – Many preferred securities are traded on a major national exchange.
• Taxation – Based on current tax law, certain types of preferreds may distribute qualified dividend income (QDI). Investors are urged to consult with their own tax advisors with regard to their specific situation prior to making any investment decisions with tax consequences. As discussed above, the deferrable feature on certain preferred securities may have an unfavorable impact on an investor's tax liability. If payments are deferred, the holder is liable for tax on income accrued but not received.
• Diversification – Although a diversified portfolio including preferred securities may help to reduce risk and mitigate the effects of market volatility, diversification in itself does not ensure a profit or protect against a loss. Investments are subject to market risk, including possible loss of principal.
  
  ¹ An example of a Capital Treatment Event (CTE) occurred as a result of rules approved by the Federal Reserve’s Board of Governors after Congress passed the Dodd-Frank Act. The release of Notices of Proposed Rulemaking (NPR) allowed certain banks to redeem some of their outstanding trust preferreds at par plus any accrued interest within a 90-day period. In this instance, some banks interpreted the initial passing of Dodd-Frank as a CTE, others viewed the release of the Notices as the CTE and still others viewed the actual implementation of the rule as a CTE. As such, it is difficult to determine when or why an issuer may call its securities.

Investing involves risk and you may incur a profit or a loss. The value of fixed income securities fluctuates, and investors may receive more or less than their original investments if sold prior to maturity. Bonds are subject to price change and availability. Investments in debt securities involve a variety of risks, including credit risk, interest rate risk and liquidity risk. As a general rule, the price of a bond moves inversely to changes in interest rates.

Trading ideas expressed are subject to change without notice and do not take into account the particular investment objectives, financial situation or needs of individual investors. Investors are urged to obtain and review the relevant documents in their entirety. RJA is providing this communication on the condition that it will not form the primary basis for any investment decision you may make. Furthermore, because these are only trade ideas, investors should assume that RJA will not produce any follow-up. Employees of RJA or its affiliates may, at times, release written or oral commentary, technical analysis or trading strategies that differ from the opinions expressed within. RJA and/or its employees involved in the preparation or the issuance of this communication may have positions in the securities discussed herein. Securities identified herein are subject to availability and changes in price. All prices and/or yields are indications for informational purposes only. Additional information is available upon request.

The data and information contained herein was obtained from sources considered to be reliable, but RJA does not guarantee its accuracy and/or completeness. Neither the information nor any opinions expressed constitute a solicitation for the purchase or sale of any security referred to herein. Investors should discuss the risks inherent in bonds with their Raymond James financial advisor. Risks include, but are not limited to, changes in interest rates, liquidity, credit quality, volatility and duration. Past performance is no assurance of future results.

Investment products are: not deposits, not FDIC/NCUA insured, not insured by any government agency, not bank guaranteed, subject to risk and may lose value.

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