CP Rolls Out Values of Spinoffs

TORONTO -- The breakup of Canadian Pacific Ltd. will give its transportation companies a book value totalling $4.7-billion, as Canada's best-known conglomerate puts its operating units into the hands of shareholders later this year, the Globe and Mail reports.

After an intercompany payment designed to pay down the parent company's debt, Canadian Pacific Railway Co. will have a book value of about $3-billion, while CP Ships will be valued at $1.7-billion.

Canadian Pacific Resorts & Hotels Inc. will have a book value of approximately $2-billion, while coal company Fording Inc. will be valued at about $600-million.

The book value of PanCanadian Petroleum Ltd., which already trades publicly, was $4.5-billion on March 31. Each newly created company will have an investment-grade debt level.

"CP Rail's net debt-to-capital ratio is about 50 per cent. That works out to be right in line with the industry," said Winnie Siu, an analyst with Salman Partners in Vancouver.

"CP Ships, at 10 per cent [net debt-to-capital ratio], looks really good. Being a smaller company, it needs to attract investors. And one way to do that is to have a really low debt."

Both Canadian Pacific Resorts & Hotels and Fording will have a net debt-to-capital ratio of less than 20 per cent, the company said.

PanCanadian will make a $1.18-billion payment to shareholders, of which $1-billion will go to CP, which owns an 86-per-cent stake in the oil and gas company. CPR will also make a one-time payment of about $700-million to assume its share of CP's debt.

Ms. Siu said the information released Wednesday may give a small boost to CP's share price in trading today. But she said the information released Wednesday will not help analysts trying to determine the market capitalizations of the trading companies after the spinoff.

"None of these companies trade on book value. They trade on earnings. Really what it tells me is how well capitalized the companies are."

Dominion Bond Rating Service Ltd. Wednesday confirmed CPR's medium-term notes and unsecured debentures at a rating of triple-B with a "stable" trend.

"As a stand-alone company after the spinoff, CPR will no longer be able to count on [CP's] support in times of need, and this increases CPR's financial risk," DBRS analysts Kam Hon and Linda Scott wrote.

"However, CPR's financial profile has strengthened recently with improved profitability by focusing on asset utilization and service enhancements to increase operating efficiencies."

In February, CP ended years of speculation by announcing that it would break into five separately traded companies in order to boost the overall value of those units.

CP said Wednesday that it plans to hold a special meeting of shareholders on Sept. 26 where it will seek approval for the breakup.

The company said it will ask for court approval for the plan shortly thereafter, provided it has received an anticipated favourable ruling from Ottawa to ensure shareholders won't suffer an income tax hit when the new stocks are distributed.

Once the separation is completed, what was the parent company will become the hotel business and focus on the Delta Hotels chain and its controlling stake in Fairmont Hotels and Resorts. Meanwhile, CPR shuffled its senior management ranks Wednesday, appointing 57-year-old Ed Dodge as the No. 2 executive with the company.

Observers said the appointment of Mr. Dodge as chief operating officer appears to make him the heir apparent to president and chief executive officer Rob Ritchie, who has said he wants to step down in two or three years.

Hugh MacDiarmid, the company's 49-year-old commercial vice-president, is leaving the company.

CPR spokesman Len Cocolicchio said Mr. MacDiarmid is leaving for personal reasons -- in part because Mr. Ritchie is planning to stay at the helm for at least two more years.

"The fact that the leadership of the company won't change for some time was one of the factors in his decision, but it was his decision," Mr. Cocolicchio said. Mr. Dodge has a 30-year career at CPR. Most recently, he worked as the executive vice-president of operations. He will maintain those duties and also assume Mr. MacDiarmid's responsibilities. CP also announced Wednesday that its preferred shareholders will be given the choice between receiving $26 a share (plus accrued and unpaid dividends) or obtaining a unit in a dividend fund with a 2004 redemption date.

CP shares closed down 79 cents Wednesday at $61.75 on the Toronto Stock Exchange.