New Issue: EFN FixedReset, 6.50%+534 (EFN.PR.G)

Element Financial Corporation has announced:

it plans to sell, on a “bought deal” basis, $1,550 million of subscription receipts (“Subscription Receipts”), $500 million aggregate principal amount of extendible convertible unsecured subordinated debentures (“Debentures”) and $150 million cumulative 5-year rate reset preferred shares, Series G of Element (“Series G Preferred Shares”). The Company intends to use the net proceeds from the Offerings (as defined below) to fund future acquisitions.

Element has entered into an agreement to sell, on a bought deal basis, 6,000,000 Series G Preferred Shares at a price of $25.00 per Series G Preferred Share for gross proceeds of $150 million (the “Preferred Share Offering”, and with the Subscription Receipt Offering and the Debenture Offering, the “Offerings”). Holders of the Series G Preferred Shares will be entitled, if, as and when declared by the Board of Directors of Element, to receive a cumulative quarterly fixed dividend for the initial five-year period ending September 30, 2020 of 6.50% per annum. Thereafter, the dividend rate will reset every five years to an annual dividend rate equal to the 5-Year Government of Canada Bond Yield as quoted on Bloomberg on the 30th day prior to the first day of the relevant subsequent five year fixed rate period plus 5.34%.

Holders of the Series G Preferred Shares will have the right to convert their shares into cumulative floating rate preferred shares, Series H of Element (“Series H Preferred Shares”), subject to certain conditions and Element’s right to redeem the Series G Preferred Shares, on September 30, 2020 and on September 30 every five years thereafter. Holders of the Series H Preferred Shares will be entitled to receive a quarterly floating rate dividend, if, as and when declared by the Board of Directors of Element, equal to the then current three-month Government of Canada Treasury Bill plus 5.34%. Holders of the Series H Preferred Shares may convert their Series H Preferred Shares into Series G Preferred Shares, subject to certain conditions and Element’s right to redeem the Series H Preferred Shares, on September 30, 2025 and on September 30 every five years thereafter. The Series G Preferred Shares will not be rated. If an Eligible Transaction does not proceed, the net proceeds from the Preferred Share Offering will be used by Element for general corporate purposes.

The Preferred Share Offering is being led by BMO Capital Markets, CIBC World Markets Inc., National Bank Financial Inc., RBC Capital Markets, and TD Securities, and includes GMP Securities L.P., Cormark Securities Inc., Desjardins Securities Inc., Manulife Securities Inc., and Scotiabank (collectively, the “Preferred Share Underwriters”).

This issue joins EFN.PR.A (FixedReset, 6.60%+471); EFN.PR.C (FixedReset, 6.50%+481); and EFN.PR.E (FixedReset, 6.40%+472).

As with the three previous issues, this issue will not be tracked by HIMIPref™ on the grounds that it is not rated. This is not because I can’t come to my own views regarding credit quality, or because I worship the Credit Rating Agencies, but because I feel the threat of an imminent downgrade from a major agency does an excellent job of focussing the minds of the directors and management that they have a problem that really should be addressed. A ‘Review-Negative’ by Hymas Investment Management does not have quite the same effect.

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