Archive for the ‘US Pay’ Category

New Issue: Two Series of RY Preferreds, USD, Issued As Merger Consideration

Tuesday, November 3rd, 2015

Royal Bank of Canada has announced:

it has completed the acquisition of City National Corporation (“City National”).

Based on the closing price on the New York Stock Exchange of RBC’s common shares on October 30, 2015 of US$ 56.83, the total transaction value is US$ 5.0 billion and will be paid with US$ 2.6 billion in cash and 41.6 million RBC common shares. In addition, RBC will issue US$ 275 million of RBC first preferred shares in exchange for all outstanding shares of City National preferred stock. The transaction is expected to reduce the Q1/2016 Common Equity Tier 1 ratio of RBC by approximately 70 basis points. RBC continues to forecast a strong capital position going forward.

There are two issues of City National preferreds that have been converted. The first is CYN.PRC, a 5.50% Straight Perpetual USD:

We will pay dividends on the Preferred Stock, when, as, and if declared by our board of directors or a duly authorized committee of the board. If declared, dividends will accrue and be payable on the liquidation preference amount, on a non-cumulative basis, from the date of issuance at a rate of 5.50% per annum, payable quarterly, in arrears. See also “Dividend Payment Dates” on page S-9. Upon the payment of any dividends on the Preferred Stock, holders of depositary shares will receive a related proportionate payment.

The second is CYN.PRD, a 6.75%+405.2 FixedFloater USD:

We will pay dividends on the Preferred Stock, when, as, and if declared by our board of directors or a duly authorized committee of the board, out of funds legally available to pay dividends, (i) from the date of issuance of the Preferred Stock to, but excluding November 7, 2023, at an annual rate of 6.750% on the liquidation preference amount of $1,000 per share of Preferred Stock, quarterly in arrears, on February 7, May 7, August 7 and November 7 of each year (each, a “dividend payment date”), beginning on February 7, 2014, and (ii) from, and including, November 7, 2023, at an annual rate equal to three-month LIBOR plus 4.052% on the liquidation preference amount of $1,000 per share of Preferred Stock, quarterly in arrears, on each dividend payment date, beginning on February 7, 2024. Upon the payment of any dividends on the Preferred Stock, holders of depositary shares will receive a related proportionate payment.

Neither new series is yet listed on RY’s preferred share page. If they are listed, they will be known as Series C-1 and Series C-2:

In addition, upon the consummation of the Merger, each outstanding share of City National’s 5.5% Non-Cumulative Perpetual Preferred Stock, Series C will be cancelled and RBC will issue to the former holder, in respect of each such outstanding share of preferred stock, one 5.50% Non-Cumulative Perpetual Preferred share, Series C-1 (“Series C-1 Preferred Share”) of RBC and each outstanding share of City National’s 6.75% Fixed Rate/Floating Rate Non-Cumulative Preferred Stock, Series D will be cancelled and RBC will issue to the former holder, in respect of each such outstanding share of preferred stock, one 6.75% Fixed Rate/Floating Rate Non-Cumulative Preferred Share, Series C-2 (“Series C-2 Preferred Share”) of RBC. In consideration for the issuance of Series C-1 Preferred Shares and Series C-2 Preferred Shares, Holdco will issue to RBC a number of shares in the capital stock of Holdco for each Series C-1 Preferred Share and Series C-2 Preferred Share, respectively, having a fair market value equal to the fair market value of a Series C-1 Preferred Share and a Series C-2 Preferred Share, respectively, on the date of issuance.

As is typical with take-overs, various matters of great pith and moment are not spelled out, but it appears that the new series C-1 and C-2 are not NVCC-compliant:

Conversion Rights. New RBC Preferred Shares are not convertible into or exchangeable for any other class or series of shares or securities of, or any other interests in, RBC.

In addition I can find no mention in RY’s definitive filing with the SEC a discussion of tax considerations for Canadian residents; there is no such description in any of the various attachments, either. However, given that DBRS has assigned a bond-style rating to these new series … :

DBRS Limited (DBRS) has today assigned a rating of A (low) with a Stable trend to Royal Bank of Canada’s (RBC or the Bank) 5.50% Non-Cumulative Perpetual First Preferred Shares, Series C-1 (Preferred Shares, Series C-1) and 6.750% Fixed Rate/Floating Rate Noncumulative Perpetual First Preferred Shares, Series C-2 (Preferred Shares, Series C-2).

RBC has closed its acquisition of City National Corporation (City National) and will issue $275 million of RBC First Preferred Shares in exchange for all outstanding shares of City National’s Preferred Stock. RBC will issue $175 million of Preferred Shares, Series C-1 and $100 million of Preferred Shares, Series C-2. These new RBC preferred shares rank pari passu with all existing preferred shares of the Bank.

… I strongly suspect that Canadian shareholders will not receive benefit of the Dividend Tax Credit and Gross-Up; i.e., that these things are preferred securities not, by my definition, preferred shares.

These things are listed on NASDAQ with the symbols RY.PRS and RY.PRT.

S&P Revises Outlook on ENB to Negative

Saturday, November 22nd, 2014

Standard & Poor’s has announced:

  • •We are revising our outlook on Calgary, Alta.-based Enbridge Inc. and Enbridge Pipelines Inc. (EPI), and Toronto-based Enbridge Gas Distribution Inc. (EGD) to negative from stable.
  • •We are also affirming our ‘A-‘ corporate credit rating on the companies.
  • •The negative outlook on Enbridge reflects our assessment of weak forecast financial metrics at the parent level.
  • •We assess EPI and EGD to be “core” under our group rating methodology, so the negative outlook on the companies reflects that on Enbridge.


We view Enbridge’s financial risk profile as “significant.” The continuing large capital program to expand existing and build new liquids pipelines will continue to pressure financial metrics for the next several years. We forecast that financial metrics could dip below our 13% adjusted funds from operations (AFFO)-to-debt downgrade threshold under our forecast capital expenditures and financing plans. The company has brought large scale capital projects in service on time and on budget, and we expect this to continue. Financial policy has generally been credit supportive, although growing capital expenditures from new projects, and the parents support of subsidiary companies with internal equity financing, have shifted to what we believe is a more neutral stance.

The negative outlook on Enbridge reflects our view that forecast credit metrics appear to be weak, and more indicative of an “aggressive” financial risk policy than the current significant. The company has been working through an extremely large capital program in 2014, and while 2015-2016 capex is not as large, we still expect it to continue stressing financial metrics, leaving little room for larger capital programs, or potential delays to project in-service dates. We will continue to monitor Enbridge’s financial policy in the next year. The negative outlook on the subsidiaries reflects that on the parent.

Maintaining AFFO-to-debt below 13% would likely result in a downgrade. Deterioration in the business risk or a failure to deliver the capital program on time and budget could also result in a lower rating.

An outlook revision to stable would require AFFO-to-debt to stay above 13% consistently during our forecast period.

Enbridge Inc. is the issuer of (deep breath) ENB.PR.A (Straight Perpetual), ENB.PR.B, ENB.PR.D, ENB.PR.F, ENB.PR.H, ENB.PR.J, ENB.PR.N, ENB.PR.P, ENB.PR.T, ENB.PR.Y, ENB.PF.A, ENB.PF.C, ENB.PF.E and ENB.PF.G (FixedResets) and ENB.PR.U, ENB.PR.V, ENB.PF.U and ENB.PF.V (US-Pay FixedResets).

All told, I believe that total issuance comprises roughly 10% of the Canadian preferred share market, virtually all of which has come out since the issue of ENB.PR.B just over three years ago. A downgrade to junk would certainly make the market a bit more interesting for a while!

Massive Liquidity Premium in BPO vs. BPS Preferred Shares

Monday, July 28th, 2014

Assiduous Reader JQ writes in and says:

Hi, James,

I am your long time loyal reader and have learned a lot from you. Thank you very much.

Would you please to answer the following questions about BPO and BPS preferred shares:
BPO.PR._ and BPS.PR._ are both listed, are they same? Why the price difference is so big? Will BPO.PR._ be delisted?

Thank you.

Well, JQ, flattery will get you everywhere! I checked out the last bids for Friday:

BPO vs. BPS Retractible Preferred Shares
BPO Ticker Shares
Outstanding
Quote
2014-7-25
BPS Ticker Shares
Outstanding
Quote
2014-7-25
BPO.PR.H 7.0-million 25.40-57 BPS.PR.A 1.0-million 25.11-25
BPO.PR.J 7.0-million 25.26-35 BPS.PR.B 1.0-million 24.75-76
BPO.PR.K 5.0-milllion 25.70-94 BPS.PR.C 1.0-million 24.63-90
BPO.PR.U
[US Pay]
3.4-million 25.33-47 BPS.PR.U
[US Pay]
1.0-million 24.95-00

Assiduous Readers will recall that BPS preferred shares commenced trading on June 11. Readers will also recall that after reviewing the terms of the organization I concluded that I was more or less indifferent to the choice between the old BPO preferred and the equivalent BPS preferred share:

I make no recommendation. The decision will depend on each holders desire for a (miniscule) extra amount of credit protection (with the early retraction privilege) vs. what could potentially be a very severe loss of liquidity.

However, the difference in price between the equivalent issues is currently fairly large; I urge holders of the BPO preferred shares to review very carefully their need for liquidity and determine whether or not a swap is indicated in their particular situation.

Regrettably, Brookfield Properties Split Corp. still does not have a website, from which we may deduce that the directors (see SEDAR, Brookfield Property Split Corp. Jun 27 2014 14:34:52 ET Security holders documents – English; direct links are not permitted, since the (indirectly) bank-owned SEDAR has a monopoly granted by the securities regulators which they grossly abuse; the competition bureau has given the banks huge exemptions from competition laws in exchange for large regular payments to the regulators):

  • Saul Shulman
  • Bryan Kenneth Davis
  • Robert Stelzl, and
  • Denis Andre Turcotte

are morons. Fortunately, not much brainpower is required to operate a Split Share Corporation with a single issue portfolio.

BPO.PR.U, BPO.PR.H, BPO.PR.J, BPO.PR.K Partially Exchanged for BPS.PR.U, BPS.PR.A, BPS.PR.B and BPS.PR.C

Friday, June 13th, 2014

Brookfield Property Partners L.P. has announced:

that Brookfield Property Partners has completed its previously announced acquisition of the remaining common shares of BPO. The acquisition was completed by way of a plan of arrangement (the “Arrangement”) pursuant to which Brookfield Property Partners, and its indirect subsidiaries Brookfield Office Properties Exchange LP and Brookfield Property Split Corp. (“BOP Split”), acquired all of the remaining common shares of BPO.

The 38,183,084 additional BPO common shares taken up pursuant to the Arrangement represent approximately 7.5% of the BPO common shares. Brookfield Property Partners now owns 100% of the issued and outstanding common shares of BPO.

The BPO common shares are expected to be de-listed from the Toronto Stock Exchange (“TSX”) at market close on June 10, 2014 and from the New York Stock Exchange at market close on June 20, 2014.

Based on shareholder elections received as of the election deadlines, holders of BPO securities will receive the consideration described below. Shareholders will receive their consideration shortly.

Pursuant to the terms of the Arrangement, holders of outstanding BPO preference shares series G, H, J and K, which are convertible into BPO common shares, were able to exchange a portion of their shares for BOP Split preferred shares. Based on shareholder elections, 92.9% of the BPO preference shares series G that holders elected (or are deemed to have elected) to exchange for BOP Split preferred shares were exchanged, 56.8% of the BPO preference shares series H that holders elected (or are deemed to have elected) to exchange for BOP Split preferred shares were exchanged, 62.7% of the BPO preference shares series J that holders elected (or are deemed to have elected) to exchange for BOP Split preferred shares were exchanged and 77.1% of the BPO preference shares series K that holders elected (or are deemed to have elected) to exchange for BOP Split preferred shares were exchanged. In aggregate, $25 million of each of the four series of BOP Split preferred shares were issued. BPO preference shares series G, H, J and K which were not exchanged will remain outstanding with modified share conditions to make them exchangeable into BPY units rather than convertible into BPO common shares.

Preferred shares of BOP Split will begin trading on the TSX at market open on June 11, 2014. The Class A senior preferred shares, Series 1 will trade under the symbol BPS.PR.U. The Class A senior preferred shares, Series 2 will trade under the symbol BPS.PR.A. The Class A senior preferred shares, Series 3 will trade under the symbol BPS.PR.B. The Class A senior preferred shares, Series 4 will trade under the symbol BPS.PR.C.

Pursuant to the Arrangement, BPO Class A preference shares held by the public were redeemed by BPO under the Arrangement for C$1.11111 per share, plus any accrued and unpaid dividends.

This reorganization was discussed in the post BPO.PR.U, BPO.PR.H, BPO.PR.J, BPO.PR.K Reorg.

Brookfield Property Split Corp. does not appear to have a website at this time. None of the preferred shares issued will be tracked by HIMIPref™ as they are all too small; in addition, BPS.PR.U is Us Pay.

BPO.PR.U, BPO.PR.H, BPO.PR.J, BPO.PR.K Reorg

Tuesday, May 27th, 2014

The captioned series of Brookfield Properties Corp. Cl AAA Preferred shares will be voting on June 3 on a Plan of Arrangement. The company has published the Management Proxy Circular.

BPO.PR.U is USD denominated. We won’t worry about that.

In a nutshell:

The BPO Convertible Preferred Shares (being the BPO Preferred Shares, Series G, H, J and K) are currently convertible at the option of BPO into BPO Common Shares and redeemable for cash. In addition, starting on September 30, 2015, December 31, 2015, December 31, 2014 and December 31, 2016, respectively, each of the four series of BPO Convertible Preferred Shares will be convertible at the option of the holders into BPO Common Shares. If a holder exercises its conversion right, BPO has the overriding right to exercise its redemption right and redeem the shares for cash. In connection with the acquisition of the remaining BPO Common Shares and delisting from the TSX and NYSE, holders of outstanding BPO Convertible Preferred Shares are being given the option to elect either:

(a) to exchange their BPO Convertible Preferred Shares for BOP Split Senior Preferred Shares, subject to minimum listing requirements and a maximum of 1,000,000 BOP Split Senior Preferred Shares issued per series, pro-rated as set out in herein, or

(b) to continue holding their BPO Convertible Preferred Shares, the conditions of which will be modified in order to provide for the BPO Convertible Preferred Shares to be exchangeable into BPY Units rather than convertible into BPO Common Shares.

The BOP Split Senior Preferred Shares have been structured to provide a holder thereof with economic terms that are substantially equivalent to those of the BPO Convertible Preferred Shares. The four series of BOP Split Senior Preferred Shares will each have the same dividend and redemption rights as the corresponding series of BPO Convertible Preferred Shares. However, in lieu of being convertible into BPO Common Shares, the BOP Split Senior Preferred Shares will be retractable at any time by the holder. For further information on the BOP Split Senior Preferred Shares, see ‘‘— BOP Split Senior Preferred Shares’’.

With respect to the BPO Split Senior Preferred Shares, conversion will take place for each series only if at least 80,000 shares are converted, and only up to a limit of 1,000,000 shares. The following share numbers are now outstanding:

BPO Shares Outstanding
Ticker Shares
BPO.PR.U 4,400,000
BPO.PR.H 8,000,000
BPO.PR.J 8,000,000
BPO.PR.K 6,000,000

Clearly, therefore, most of the shares will be modified, as in option (b), above, and be convertible into BPY Units rather than convertible into BPO Common Shares.

So what’s interesting is option (a): should holders seek conversion into the Split Corp?

The interesting part of the deal is that

Each BOP Split Senior Preferred Share will be fully and unconditionally guaranteed, jointly and severally, by the Guarantors, including BPO, as to (i) the payment of dividends, as and when declared, on the BOP Split Senior Preferred Shares, (ii) the payment of amounts due on redemption of the BOP Split Senior Preferred Shares, and (iii) the payment of the amounts due on BOP Split Senior Preferred Shares on the liquidation, dissolution and winding-up of BOP Split (the ‘‘BOP Split Senior Preferred Share Guarantee’’). The BOP Split Senior Preferred Share Guarantee will be subordinated to all of the respective senior and subordinated debt of the Guarantors that is not expressly stated to be pari passu with or subordinate to the BOP Split Senior Preferred Share Guarantee and will rank senior to the equity securities of the Guarantors.

… and the Split Corp Preferred will be retractible:

Retraction

Subject to the restrictions imposed by applicable law, each series of the BOP Split Senior Preferred Shares is retractable by the holder at any time for the following amounts:

Series 1 [was BPO.PR.U]: $23.75 per share if redeemed before September 30, 2015 and $25.00 per share if redeemed thereafter;
Series 2 [was BPO.PR.H]: C$23.75 per share if redeemed before December 31, 2015 and C$25.00 per share if redeemed thereafter;
Series 3 [was BPO.PR.J]: C$23.75 per share if redeemed before December 31, 2014 and C$25.00 per share if redeemed thereafter;
Series 4 [was BPO.PR.K]: C$23.75 per share if redeemed before December 31, 2016 and C$25.00 per share if redeemed thereafter;

together with all accrued and unpaid dividends to the applicable retraction date. Retraction payments will be made on or before the last day of each month provided that the certificate(s) representing the BOP Split Senior Preferred Shares have been surrendered for retraction at least one business day before the last day of the preceding month.

What to decide? Holders of the split-shares will have the option of retraction prior to the scheduled date at 23.75, which will be a loss, but might conceivably come in useful if the company gets into extremely serious trouble in the extremely short term. This isn’t too likely, but the protection doesn’t cost any money. So that’s a plus.

It will likely cost liquidity, though, since a maximum of 1-million shares of each series will be outstanding – these things are going to trade by appointment only; therefore, those to whom liquidity is important should retain their BPO Convertible Preferred Shares. Additionally, those with small holdings and high transaction costs should also retain their BPO Convertible Preferred Shares, since there is a good chance they will be left holding some of each issue if the maximum conversion amount is reached. So these are minuses.

I make no recommendation. The decision will depend on each holders desire for a (miniscule) extra amount of credit protection (with the early retraction privilege) vs. what could potentially be a very severe loss of liquidity.

ENB.PF.V Weak On Good Volume

Friday, September 27th, 2013

Enbridge Inc. has announced:

it has closed its previously announced public offering of Cumulative Redeemable Preference shares, Series 5 (Series 5 Preferred Shares) by a syndicate of underwriters led by CIBC, RBC Capital Markets, Scotiabank, and TD Securities Inc. Enbridge issued 8 million Series 5 Preferred Shares for gross proceeds of USD $200 million. The Series 5 Preferred Shares will begin trading on the TSX today under the symbol ENB.PF.V. Proceeds will be used to partially fund capital projects, reduce existing indebtedness and for other general corporate purposes of the Corporation and its affiliates.

ENB.PF.V is a US-Pay FixedReset, 4.40%+282, announced September 19.

The issue traded 694,445 shares today in a wide range of 24.00-80, closing at 24.26-44, 4×12. It appears that the market agrees with my announcement-day assessment that the new issue was grossly overpriced!

ENB.PF.V will not be tracked by HIMIPref™, as it is US-Pay. There are insufficient USD denominated issues to make it possible to construct a continually optimized portfolio from a stable universe.

New Issue: ENB US-Pay FixedReset, 4.40%+282

Thursday, September 19th, 2013

Enbridge Inc. has announced:

that it has entered into an agreement with a group of underwriters to sell eight million Cumulative Redeemable Preference Shares, Series 5 (the “Series 5 Preferred Shares”) at a price of US$25.00 per share for distribution to the public. Closing of the offering is expected on September 27, 2013.

The holders of Series 5 Preferred Shares will be entitled to receive fixed cumulative dividends at an annual rate of US$1.10 per share, payable quarterly on the 1st day of March, June, September and December, as and when declared by the Board of Directors of Enbridge, yielding 4.40 per cent per annum, for the initial fixed rate period to but excluding March 1, 2019. The first quarterly dividend payment date is scheduled for December 1, 2013. The dividend rate will reset on March 1, 2019 and every five years thereafter at a rate equal to the sum of the then five-year United States Government bond yield plus 2.82 per cent. The Series 5 Preferred Shares are redeemable by Enbridge, at its option, on March 1, 2019 and on March 1 of every fifth year thereafter.

The holders of Series 5 Preferred Shares will have the right to convert their shares into Cumulative Redeemable Preference Shares, Series 6 (the “Series 6 Preferred Shares”), subject to certain conditions, on March 1, 2019 and on March 1 of every fifth year thereafter. The holders of Series 6 Preferred Shares will be entitled to receive quarterly floating rate cumulative dividends, as and when declared by the Board of Directors of Enbridge, at a rate equal to the sum of the then 3-month US Treasury Bill rate plus 2.82 per cent.

Enbridge has granted to the underwriters an option, exercisable at any time up to 48 hours prior to the closing of the offering, to purchase up to an additional 2 million Series 5 Preferred Shares at a price of US$25.00 per share.

The offering is being made only in Canada by means of a prospectus supplement to the base shelf prospectus of the Corporation dated June 6, 2013. Proceeds will be used to partially fund capital projects, to reduce existing indebtedness and for other general corporate purposes of the Corporation and its affiliates.

The syndicate of underwriters is led by CIBC, RBC Capital Markets, Scotiabank and TD Securities Inc.

This joins Enbridge’s other US-Pay FixedResets:

ENB US-Pay FixedResets
Ticker Initial Coupon Issue Reset Spread Closing Quote,
2013-9-19
ENB.PR.U 4.00% 305 24.45-50
ENB.PF.U 4.00% 315 24.25-40
ENB.PR.V 4.00% 314 24.13-15

Given what’s available on the market,this offering looks grossly over-priced! Fortunately for the company, its underwriters and the underwriters’ salesmen, most people will stop paying attention after the “4.40%” part.

As this issue is USD denominated, it will not be tracked by HIMIPref™.

FSV.PR.U: Some To Be Redeemed, The Rest Converted

Thursday, April 4th, 2013

FirstService Corporation has announced:

plans to simplify its capital structure by eliminating all of its 7% Cumulative Preference Shares, Series 1 (the “Preferred Shares”) and to pay a dividend on its Subordinate Voting Shares and Multiple Voting Shares (together, the “Common Shares”). All amounts are in US dollars.

Currently, there are 5,230,634 Preferred Shares outstanding. The Preferred Shares will be eliminated on May 3, 2013 (the “Redemption Date”) in a two-step process. First, there will be a partial redemption for cash of 1,569,190 Preferred Shares (representing 30% of the outstanding Preferred Shares) on a pro rata basis for $25.00 per share plus accrued and unpaid dividends of $0.1582 per share, net of any tax required to be deducted or withheld by FirstService. Second, immediately following the partial redemption, the balance of 3,661,444 Preferred Shares (representing 70% of the initially outstanding Preferred Shares) will be converted by FirstService into Subordinate Voting Shares. A Notice of Redemption and Conversion has been mailed to holders of Preferred Shares in accordance with the terms of Preferred Shares.

Partial Redemption of Preferred Shares

On May 3, 2013, 1,569,190 Preferred Shares will be redeemed by FirstService for $25.00 per share plus accrued and unpaid dividends of $0.1582 per share, net of any tax required to be deducted or withheld by FirstService (the “Redemption Price”), for expected total redemption consideration of $39.5 million. The accrued and unpaid dividends reflect the period of March 31, 2013 to the day prior to the redemption date. The Preferred Shares to be redeemed will be selected on a pro rata basis (disregarding fractions).

Conversion of Preferred Shares Remaining after Partial Redemption

On May 3, 2013, immediately after the partial redemption of the Preferred Shares, the remaining 3,661,444 Preferred Shares will be converted into fully paid, non-assessable and freely tradable Subordinate Voting Shares of FirstService. The number of Subordinate Voting Shares to be received for each Preferred Share converted is determined in accordance with a formula set out in the terms of the Preferred Shares, wherein the Redemption Price of each Preferred Share is divided by 95% of the weighted average trading price of the Subordinate Voting Shares traded on NASDAQ for the twenty consecutive trading days ending on the fourth day prior to the conversion date. No fractional Subordinate Voting Shares will be issued. FirstService will satisfy any such fractional interest with a payment based on the market price of such fractional interest. FirstService expects that, based on current trading prices, approximately 3.0 million Subordinate Voting Shares will be issued on the conversion, resulting in a total of approximately 31.8 million Subordinate Voting Shares outstanding following the conversion. The Preferred Shares will be de-listed from trading on the TSX at the close of trading on the Redemption Date.

The formal notice of redemption and conversion is also available on FirstService’s website.

FSV.PR.U was last mentioned on PrefBlog when DBRS put the rating on Review-Developing in 2008. DBRS discontinued the rating in 2010.

The common stock, FSV, is now trading in the range of $34.00, implying that preferred shareholders will receive approximately 0.75 subordinate voting shares per preferred – not bad, since the preferreds were distributed as a stock dividend on the basis of one preferred for every five SVS in 2007.

FSV.PR.U has not been tracked by HIMIPref™.

New Issue: ENB FixedReset, 4.00%+314 USD

Monday, March 18th, 2013

Enbridge Inc. has announced:

that it has entered into an agreement with a group of underwriters to sell eight million Cumulative Redeemable Preference Shares, Series 1 (the “Series 1 Preferred Shares”) at a price of US$25.00 per share for distribution to the public. Closing of the offering is expected on March 27, 2013.

The holders of Series 1 Preferred Shares will be entitled to receive fixed cumulative dividends at an annual rate of US$1.00 per share, payable quarterly on the 1st day of March, June, September and December, as and when declared by the Board of Directors of Enbridge, yielding 4.00 per cent per annum, for the initial fixed rate period to but excluding June 1, 2018. The first quarterly dividend payment date is scheduled for June 1, 2013. The dividend rate will reset on June 1, 2018 and every five years thereafter at a rate equal to the sum of the then five-year United States Government bond yield plus 3.14 per cent. The Series 1 Preferred Shares are redeemable by Enbridge, at its option, on June 1, 2018 and on June 1 of every fifth year thereafter.

The holders of Series 1 Preferred Shares will have the right to convert their shares into Cumulative Redeemable Preference Shares, Series 2 (the “Series 2 Preferred Shares”), subject to certain conditions, on June 1, 2018 and on June 1 of every fifth year thereafter. The holders of Series 2 Preferred Shares will be entitled to receive quarterly floating rate cumulative dividends, as and when declared by the Board of Directors of Enbridge, at a rate equal to the sum of the then 3-month US Treasury Bill rate plus 3.14 per cent.

Enbridge has granted to the underwriters an option, exercisable at any time up to 48 hours prior to the closing of the offering, to purchase up to an additional two million Series 1 Preferred Shares at a price of US$25.00 per share.

The offering is being made only in Canada by means of a prospectus. Proceeds will be used to partially fund capital projects, to reduce existing indebtedness and for other general corporate purposes of the Corporation and its affiliates.

The syndicate of underwriters is led by Scotiabank, CIBC, RBC Capital Markets, and TD Securities Inc.

This issue will not be tracked by HIMIPref™, which follows only CAD preferreds.

Update, 2013-3-20: Rated Pfd-2(low) by DBRS.

Update, 2013-9-19: Ticker is ENB.PR.V

NXY.PR.U, NXY.PR.A To Be Redeemed

Tuesday, February 26th, 2013

Nexen Inc. has announced:

that CNOOC Limited has completed its acquisition of the Company. Pursuant to the plan of arrangement (the “Arrangement”) holders of Nexen common shares will receive cash proceeds of US $27.50, without interest, and holders of Nexen preferred shares will receive cash proceeds of CAD $26.00, plus accrued and unpaid dividends up to, but excluding, the closing date of the Arrangement, without interest.

Kevin Reinhart will continue as CEO of Nexen and will maintain responsibility for all of Nexen’s operations. The Company’s Calgary headquarters will continue to be responsible for managing all of Nexen’s existing assets as well as CNOOC Limited’s North and Central American assets.

Nexen’s common and preferred shares are expected to be delisted from the Toronto Stock Exchange (the “TSX”) in a few trading days. Nexen’s common shares are expected to cease being traded on the NYSE prior to the market opening on February 26, 2013, and will subsequently be delisted.

With respect to NXY.PR.U, they have also announced:

that, in accordance with the terms of the indenture (the “Trust Indenture”) governing Nexen’s outstanding US$460 million aggregate principal amount of 7.35% Subordinated Notes due 2043 (the “Subordinated Notes”), Nexen has exercised its right to redeem all of the outstanding Subordinated Notes for a cash amount equal to $1,000 per $1,000 principal amount of Subordinated Notes, plus accrued and unpaid interest up to, but excluding, the redemption date. Nexen will complete the redemption of such Subordinated Notes on March 28, 2013 (the “Redemption Date”). Following the Redemption Date, holders of Subordinated Notes will have no further rights or entitlements under the Subordinated Notes or the Trust Indenture other than to receive the redemption price described above. Prior to the Redemption Date, Nexen will deposit with Deutsche Bank Trust Company Americas (the “Trustee”), the trustee under the Trust Indenture, funds sufficient to pay the total redemption amount payable to holders of redeemed Subordinated Notes.

A redemption notice will be sent to the registered holder of the Subordinated Notes today by the Trustee.

The Subordinated Notes are listed and traded on the TSX and NYSE under the symbols NXY.PR.U and NXY.PRB, respectively. Nexen intends to delist the Subordinated Notes from the TSX and NYSE as soon as possible following the Redemption Date.

The Plan of Arrangement with respect to NXY.PR.A has been reported on PrefBlog.

The particulars of NXY.PR.U were also discussed on PrefBlog.