And thick and fast they came at last, and more and more and more! National Bank has announced:
a public offering of 7 million, non-cumulative 5-year rate reset first preferred shares Series 21 (the “Preferred Shares Series 21”) at a price of $25.00 per share, for an aggregate amount of $175 million.
Holders of Preferred Shares Series 21 will be entitled to receive a non-cumulative quarterly fixed dividend for the initial period ending August 15, 2013 of 5.375% per annum, as and when declared by the Board of Directors of National Bank. Thereafter, the dividend rate will reset every five years at a level of 205 basis points over the 5-year Government of Canada bond yield. Holders will, subject to certain conditions, have the option to convert all or any part of their Preferred Shares Series 21 to non-cumulative floating rate first preferred shares Series 22 (the “Preferred Shares Series 22”) of National Bank on August 16, 2013 and on August 16, every five years thereafter. Holders of the Preferred Shares Series 22 will be entitled to receive a non-cumulative quarterly floating dividend equal to the 90-day Canadian Treasury Bill rate plus 205 basis points, as and when declared by the Board of Directors of National Bank.
National Bank has agreed to sell the Preferred Shares Series 21 to a syndicate of underwriters led by National Bank Financial Inc. on a bought deal basis. National Bank has granted to the underwriters an option to purchase up to an additional $26.25 million of the Preferred Shares Series 21 at any time up to 30 days after closing.
Issue: National Bank of Canada Non-Cumulative 5-Year Rate Reset Preferred Shares Series 21
Amount: 7-million shares @ $25.00 = $175-million
Greenshoe: 1,050,000 shares @ $25 = $26,250,000 up to thirty days after closing.
Initial Dividend: 5.375%, changes every Exchange Date
Subsequent Dividend: 5-Year Canadas + 205bp, determined 30 days prior to Exchange Dates
Exchangeable: To Series 22 Floaters, pay 90-day Canada T-Bills + 205, determined quarterly
Exchange Dates: August 15, 2013 and every five years thereafter
Redemption: Series 21 Resets redeemable every exchange date at $25.00. Series 22 Floaters at $25.00 on every exchange date and at $25.50 at all other times.
Rank: On parity with all other First Preferred Shares, senior to common, junior to everything else.
Ratings: S&P: P-2(High); DBRS: Pfd-1(low); Moody’s: A1
Don’t like ’em! The Big Black Mark against this structure is that it can be called in only five years. I’ve published my thoughts on the matter … but some people like ’em and they certainly seem to be selling well.
Update, 2013-8-14: This issue, NA.PR.N, was called for redemption on the first Exchange Date