PrefBlog

Power Financial Corporation has announced:

that (i) 137,539 of its outstanding 8,965,485 Non-Cumulative 5-Year Rate Reset First Preferred Shares, Series P (the “Series P shares”) will be converted on February 1, 2021, on a one-for-one basis, into Non-Cumulative Floating Rate First Preferred Shares, Series Q (the “Series Q shares”) of Power Financial, and (ii) 829,570 of its outstanding 2,234,515 Series Q shares will be converted on February 1, 2021, on a one-for-one basis, into Series P shares of Power Financial.

As a result, on February 1, 2021, Power Financial will have issued and outstanding 9,657,516 Series P shares and 1,542,484 Series Q shares.

The Series P shares and Series Q shares are currently listed on the Toronto Stock Exchange under the symbols PWF.PR.P and PWF.PR.Q, respectively.

PWF.PR.P was issued as a a FixedReset, 4.40%+160 that commenced trading 2010-6-29 after being announced 2010-6-17. It reset to 2.306% in 2016; I recommended against conversion but there was a 20% conversion to PWF.PR.Q anyway. After providing notice of extension the company announced the 2021 reset of PWF.PR.P to 1.998%.

PWF.PR.Q is a FloatingReset, Bills+160, that arose via a partial conversion from PWF.PR.P in 2016.

Atlantic Power Corporation has announced:

that it has entered into a definitive agreement with I Squared Capital, a leading global infrastructure investor, under which the company’s outstanding common shares and convertible debentures, and the outstanding preferred shares and medium term notes of certain of its subsidiaries, will be acquired. The total enterprise value of the deal is approximately US$961 million (based on current foreign exchange rates) and the transaction was unanimously approved by Atlantic Power’s board of directors.
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• Common shareholders of Atlantic Power will receive US$3.03 per common share in cash, representing a 48% premium to the 30-day volume weighted average price per common share on the New York Stock Exchange for the period ending January 14, 2021.
• Atlantic Power’s 6.00% Series E Convertible Unsecured Subordinated Debentures due January 31, 2025 will be converted into common shares of Atlantic Power immediately prior to the closing of the transaction based on the conversion ratio in effect at such time (including the “make whole premium shares” issuable under the terms of the trust indenture for the convertible debentures following a cash change of control). Holders of the convertible debentures will receive US$3.03 per common share held following the conversion of the convertible debentures, plus accrued and unpaid interest on the convertible debentures up to, but excluding, the closing date of the transaction.
• Atlantic Power Preferred Equity Ltd.’s (“APPEL”) cumulative redeemable preferred shares, Series 1, cumulative rate reset preferred shares, Series 2, and cumulative floating rate preferred shares, Series 3, will be redeemed for Cdn$22.00 per preferred share in cash, representing meaningful premiums to the recent trading prices of such shares on the Toronto Stock Exchange.
• Atlantic Power Limited Partnership’s (“APLP”) 5.95% medium term notes due June 23, 2036 will be redeemed for consideration equal to 106.071% of the principal amount of medium term notes held as of the closing of the transaction, plus accrued and unpaid interest on the medium term notes up to, but excluding, the closing date of the transaction. Holders of medium term notes that deliver a written consent to the proposed amendments to the trust indenture governing the medium term notes (as described below) will also be entitled to a consent fee equal to 0.25% of the principal amount of medium term notes held by such holders, conditional on closing of the transaction.

The acquisition of Atlantic Power’s outstanding common shares and the redemption of the outstanding preferred shares of APPEL will be completed by way of a plan of arrangement (the “Arrangement”) under the Business Corporations Act (British Columbia). In connection with the Arrangement, Atlantic Power’s shareholder rights plan will be terminated and all rights to purchase Atlantic Power’s common shares issued pursuant to the shareholder rights plan will be cancelled.
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The Transaction is also conditional on the approval of two-thirds of the votes cast by holders of Atlantic Power’s common shares voting in person or by proxy at a special meeting of Atlantic Power’s common shareholders and the approval of two-thirds of the votes cast by holders of APPEL’s preferred shares (voting as a single class) in person or by proxy at a meeting of APPEL’s preferred shareholders in respect of both the Arrangement and the proposed continuance of APPEL under the laws of British Columbia.

In addition, the Transaction is conditional upon the approval of the holders of the convertible debentures and the medium term notes, respectively (in each case either by way of votes of the holders of the convertible debentures and the medium term notes holding at least two-thirds of the principal amount of the convertible debentures and the medium term notes, respectively, voted in person or by proxy at separate meetings of the holders of the convertible debentures and the medium term notes or by way of separate written consents of the holders of the convertible debentures and the medium term notes holding not less than two-thirds of the principal amount of convertible debentures and medium term notes outstanding, as applicable), of certain amendments to the trust indentures governing such securities, as described above. Atlantic Power and APLP will seek the approval of the holders of the convertible debentures and medium term notes by way of separate meetings and/or consent solicitations.

A bondholder representing approximately 66% of the principal amount of medium term notes and approximately 19% of the principal amount of convertible debentures outstanding has agreed to vote in favor of or otherwise consent to amendments to the trust indentures governing those securities.

A nice deal for the preferred shareholders, I think, as the yield on the preferreds is now 5.59%, 5.59% and 4.87% for AZP.PR.A, AZP.PR.B and AZP.PR.C, respectively, well within the range of issues in the “Pfd-3 Group” (not bad for issues rated P-4(low)!), although I have received an eMail that stated in part:

Why on earth would any preferred shareholder agree to sell their preferred shares below what is stated in the prospectuses?

I find it hard to believe that any preferred shareholder would agree to selling their preferred shares at $22.

Also, in your Q&A on the transaction, Atlantic Power states…” Preferred shareholders will not be entitled to a pro rata dividend in the event that the closing occurs mid-quarter.”

I believe Atlantic Power is mistaken here.

Presumably the elimination of the pro-rata dividend will be specified in the Plan of Arrangement.

It remains to be seen whether preferred shareholders are able to replicate their success realized in the negotiations regarding the Rona preferred shares in which Fidelity Investments Canada ULC was able to squeeze Lowes for a significant sum.

Many thanks to Assiduous Readers TS and JD for bringing this to my attention!

Further to their previous announcement that they were considering the deal, Pembina Pipeline Corporation has announced:

that it has priced an offering of $600 million of 4.80% Fixed-to-Fixed Rate Subordinated Notes, Series 1 due January 25, 2081 (the “Offering”).

The Offering is expected to close on or about January 25, 2021, subject to customary closing conditions. Pembina expects to use the net proceeds of the Offering to redeem or repurchase its outstanding cumulative redeemable minimum rate reset Class A Preferred Shares, Series 11 (TSX: PPL.PR.K) and its cumulative redeemable minimum rate reset Class A Preferred Shares, Series 13 (TSX: PPL.PR.M), to repay other outstanding indebtedness, as well as for general corporate purposes.

The subordinated notes are being offered through a syndicate of underwriters, co-led by RBC Capital Markets, CIBC Capital Markets, Scotiabank and TD Securities, under Pembina’s short form base shelf prospectus dated December 30, 2020, as supplemented by a prospectus supplement dated January 12, 2021.

These Notes are provisionally rated BB(high) by DBRS and BB+ by S&P which notes:

S&P Global Ratings said today that it assigned its ‘BB+’ rating to Pembina Pipeline Corp.’s (Pembina) $600 million, 4.8% fixed-to-fixed rate subordinated notes series 1 due Jan. 25, 2081. The company intends to use the net proceeds of this offering to repay approximately $420 million of preferred shares outstanding maturing in the first half of 2021, repay some of the borrowings under the Pembina’s credit facilities ($1.64 billion outstanding as of Sept. 30, 2020), and for other general corporate purposes.

We classify the notes as having intermediate equity content because of their subordination, permanence, and optional deferability features, in line with our hybrid capital criteria. As a result, the proposed notes will receive 50% equity treatment for the calculation of credit metrics.

While the subordinated notes are due in 60 years, the interest margins will increase by 25 basis points (bps) in 2031 (year 10) and a further 75 bps (total of 100 bps from initial spread) in 2051 (year 30). We consider this cumulative 100 bps increase as a material step-up, which, in our opinion, could provide an incentive for Pembina to redeem the instruments on that call date. Therefore, we consider 2051 as the effective maturity date for the notes.

In line with our criteria, the notes will receive minimal equity content after the first call date in 2031 because the remaining period until their effective maturity will be less than 20 years.