Category: Issue Comments

Issue Comments

TRP.PR.I : Forced Conversion To TRP.PR.C

TC Energy Corporation has announced:

that 109,800 of its 12,070,593 fixed rate Cumulative Redeemable First Preferred Shares, Series 5 (Series 5 Shares) have been elected for conversion on Jan. 30, 2026 (the Conversion Date), on a one-for-one basis, into floating rate Cumulative Redeemable First Preferred Shares, Series 6 (Series 6 Shares); and 1,089,726 of its 1,929,407 Series 6 Shares have been elected for conversion, on a one-for-one basis, into Series 5 Shares.

The Company has provided notice to the holders of its Series 5 Shares and Series 6 Shares (collectively, the Holders), that after taking into account all shares tendered for conversion by Holders by the Jan. 16, 2026 deadline for conversion notices, the Company has determined that there would be less than one million Series 6 Shares outstanding on the Conversion Date. In accordance with the conditions set out in the Company’s prospectus supplement dated June 17, 2010 (the Prospectus), the Company therefore advised the Holders that no Series 5 Shares will be converted into Series 6 Shares, and all remaining Series 6 Shares will automatically be converted into Series 5 Shares on a one-for-one basis on the Conversion Date.

As a result of the conversion, TC Energy will have 14,000,000 Series 5 Shares issued and outstanding. The Series 5 Shares will continue to be listed on the Toronto Stock Exchange (TSX) under the symbol TRP.PR.C. The Series 6 Shares will no longer be listed on the TSX after the Conversion Date.

The Series 5 Shares will pay on a quarterly basis for the five-year period beginning on Jan. 30, 2026, as and when declared by the Board of Directors of TC Energy, a fixed dividend at an annualized rate of 4.501 per cent.

Holders of Series 5 Shares will have the opportunity to convert their shares again on Jan. 30, 2031 and on Jan. 30 in every fifth year thereafter as long as the shares remain outstanding. For more information on the terms of, and risks associated with an investment in the Series 5 Shares and the Series 6 Shares, please see the Prospectus which is available on sedarplus.ca or on our website.

That was pretty close! 1,929,407 TRP.PR.I outstanding – 1,089,726 exchanges out + 109,800 exchanges in = 949,481 shares, not far below the 1,000,000 minimum.

TRP.PR.C was issued as a FixedReset, 4.40%+154, that commenced trading 2010-06-29 after being announced 2010-6-17. Notice of extension was published in 2015 and the issue reset to 2.263%. There was 9% conversion to the FloatingReset TRP.PR.I. The issue reset to 1.949% in 2021. It will reset to 4.501% effective 2026-01-30.

TRP.PR.I is a FloatingReset, Bills+154, that arose from a partial conversion from the FixedReset TRP.PR.C.

Issue Comments

ECN.PR.C To Be Acquired At 26.00

ECN Capital Corp. has announced:

that, at the special meeting of the Company’s shareholders held on January 20, 2026 (the “Meeting”), the Company’s previously announced plan of arrangement (the “Arrangement”) with a newly formed acquisition vehicle (the “Purchaser”) controlled by an investor group led by investment funds managed by Warburg Pincus LLC was approved by the holders (the “Common Shareholders”) of common shares of the Company (“Common Shares”), the holders (the “Series C Preferred Shareholders”) of cumulative 5-year minimum rate reset preferred shares, Series C of the Company (the “Series C Preferred Shares”) and the holders (the “Series E Preferred Shareholders” and, together with the Common Shareholders and Series C Preferred Shareholders, the “Shareholders”) of mandatory convertible preferred shares, Series E of the Company (the “Series E Preferred Shares”). Pursuant to the Arrangement, the Purchaser will acquire: (i) all of the issued and outstanding Common Shares for a price of C$3.10 in cash per Common Share; (ii) all of the issued and outstanding Series C Preferred Shares for a price of C$26.00 in cash per Series C Preferred Share (plus all accrued but unpaid dividends thereon); and (iii) all of the issued and outstanding Series E Preferred Shares for a price of C$3.10 in cash per Series E Preferred Share (plus all accrued but unpaid dividends thereon).

At the Meeting, the Series C Preferred Shareholders also passed a special resolution approving the Arrangement (the “Series C Preferred Shareholder Resolution”). The Series C Preferred Shareholder Resolution required the affirmative vote of: (i) at least 66 2/3% of the votes cast by the Series C Preferred Shareholders present or represented by proxy at the Meeting (the “Series C Preferred Shareholder Resolution Vote”); and (ii) a simple majority of the votes cast by the Series C Preferred Shareholders present or represented by proxy at the Meeting (excluding the Series C Preferred Shareholders required to be excluded under MI 61-101) (the “Series C Preferred Shareholder Resolution MI 61-101 Vote”). To the knowledge of the directors and senior officers of the Corporation, after reasonable inquiry, pursuant to MI 61-101 no Series C Preferred Shareholders were required to be excluded from the vote on the Series C Preferred Shareholder Resolution.

Completion of the Arrangement remains subject to other customary conditions including receipt of a final order from the Ontario Superior Court of Justice (Commercial List) (the “Final Order”) and certain key regulatory approvals. The anticipated hearing date for the Final Order is January 22, 2026. Subject to obtaining the Final Order and the satisfaction or waiver of the other conditions to implementing the Arrangement as set out in the arrangement agreement between the Company and Sinatra CA Acquisition Corp. dated November 13, 2025 (the “Arrangement Agreement”), including obtaining key regulatory approvals, the Arrangement is expected to close in the first half of 2026.

The potential for this action was announced in November, 2025.

ECN.PR.C was issued as a FixedReset, 6.25%+519M625, that commenced trading 2017-5-25 after being announced 2017-5-15. It reset to 7.937% in 2022. It is tracked by HIMIPref™ but relegated to the Scraps subindex on credit concerns.

Thanks to Assiduous Reader CanSiamCyp for bringing this to my attention!

Issue Comments

LCS.PR.A : Capital Unit Split

Brompton Funds has announced:

Brompton Lifeco Split Corp. (the “Fund”) is pleased to announce its intention to complete a stock split of its class A shares (the “Share Split”) due to the Fund’s strong performance. Class A shareholders of record at the close of business on January 27, 2026 will receive 20 additional class A shares for every 100 class A shares held, pursuant to the Share Split. The Share Split is subject to the approval of the Toronto Stock Exchange (the “TSX”).

Class A shareholders will continue to receive regular monthly cash distributions targeted to be $0.075 per class A share following the Share Split. As a result, the total dollar amount of distributions to be paid to class A shareholders is expected to increase by approximately 20%. The Fund provides a distribution reinvestment plan, on a commission-free basis for class A shareholders that wish to reinvest distributions and realize the benefits of compound growth.

Over the last 10 years, the class A shares have delivered a 20.7% per annum total return based on net asset value, outperforming the S&P/TSX Capped Financials Total Return Index by 6.1% and the S&P/TSX Composite Total Return Index by 8% per annum.(1) Since inception, class A shareholders have received cash distributions of $10.08 per share.

Following the completion of the Share Split, the preferred shares of the Fund are expected to have downside protection from a decline in the value of the Fund’s portfolio of approximately 51%.(2)

The class A shares are expected to commence trading on an ex-split basis at the opening of trading on January 27, 2026. No fractional class A shares will be issued and the number of class A shares each holder shall receive will be rounded down to the nearest whole number. The Share Split is a non-taxable event.

The Fund invests in a portfolio of common shares of Canada’s four largest publicly-listed life insurance companies, on an approximately equal weight basis: Great-West Lifeco Inc., iA Financial Corporation Inc., Manulife Financial Corporation and Sun Life Financial Inc.

This harms the credit quality of the preferreds by increasing the cash drag (due to increased distributions to the Capital Units due to the split) and by decreasing the Asset Coverage ratio. However, with a Whole Unit NAVPU of 22.69 as of 2026-01-15, there is no immediate cause for alarm.

My guess is that they’re doing this to increase the leverage provided by owning the Capital Units, given my assumption that this is what these shareholders want.

Thanks to Assiduous Reader Newbiepref for bringing this to my attention!

Issue Comments

PWF.PR.Q : Forced Conversion to PWF.PR.P

Power Financial Corporation has announced:

that all of its outstanding 1,542,484 Non-Cumulative Floating Rate First Preferred Shares, Series Q (the “Series Q shares”) will be converted on February 2, 2026, on a one-for-one basis, into Non-Cumulative 5-Year Rate Reset First Preferred Shares, Series P (the “Series P shares”) of Power Financial. During the conversion notice period which ran from January 2, 2026 to January 16, 2026, 4,200 Series P shares were tendered for conversion into Series Q shares and 856,753 Series Q shares were tendered for conversion into Series P shares. Pursuant to the terms and conditions of the Series Q shares, since there would remain outstanding on February 2, 2026, after having taken into account all Series P shares and Series Q shares tendered for conversion, less than 1,000,000 Series Q shares, all remaining Series Q shares will automatically be converted into Series P shares without the consent of the holders, regardless of whether they were initially tendered for conversion by holders.

In addition, despite the fact that, during the conversion notice period 4,200 Series P shares were tendered for conversion into Series Q shares, since there would be fewer than 1,000,000 Series Q shares outstanding on February 2, 2026, after having taken into account all Series P shares and Series Q shares tendered for conversion, holders of Series P shares who elected to tender their shares for conversion will not have their Series P shares converted into Series Q shares on February 2, 2026, in accordance with the terms and conditions of the Series P shares.

Consequently, no Series Q shares will be issued on February 2, 2026 and all 1,542,484 Series Q shares will be automatically converted into Series P shares on February 2, 2026. As a result of the foregoing, after February 2, 2026, there will be 11,200,000 Series P shares outstanding and no Series Q shares outstanding.

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% effective 2021-01-31 and there was a net 6% conversion to the FixedReset. The company provided notice of extension on 2025-12-2. PWF.PR.P will reset to 4.591% effective 2026-01-31.

Thanks to Assiduous Reader P_I for bringing this to my attention!

Issue Comments

BEP.PR.G To Be Redeemed

Brookfield Renewable Partners L.P. has announced:

that it intends to redeem all of its outstanding Class A Preferred Limited Partnership Units, Series 7 (the “Series 7 Preferred Units”) (TSX: BEP.PR.G) for cash on January 31, 2026. The redemption price for each Series 7 Preferred Unit will be C$25.00 for an aggregate cost of C$175 million, funded from available liquidity. Holders of Series 7 Preferred Units of record as of January 15, 2026 will receive the previously declared final quarterly distribution of C$0.34375 per Series 7 Preferred Unit.

BEP.PR.G was issued as a Preferred Units FixedReset 5.50%+447M550, that commenced trading 2015-11-25 after being announced 2015-11-17. The issue reset to the minimum guaranteed rate of 5.50% in 2021. It must be remembered that the taxation status of the distributions is complex and – what’s more – can vary wildly from year to year.

Thanks to Assiduous Reader Niagara for bringing this to my attention!

Issue Comments

PWF.PR.P To Reset To 4.591%; Interconvertible With PWF.PR.Q

Power Financial Corporation has announced:

the applicable dividend rates for its Non-Cumulative 5-Year Rate Reset First Preferred Shares, Series P (the “Series P shares”) and Non-Cumulative Floating Rate First Preferred Shares, Series Q (the “Series Q shares”).

With respect to any Series P shares that remain outstanding after February 2, 2026, holders thereof will be entitled to receive quarterly fixed non-cumulative preferential cash dividends, if, as and when declared by the Board of Directors of Power Financial. The dividend rate for the 5-year period from and including January 31, 2026 to but excluding January 31, 2031 will be 4.591%, being equal to the 5-year Government of Canada bond yield determined as of today plus 1.60%, in accordance with the terms of the Series P shares.

With respect to any Series Q shares that remain outstanding after February 2, 2026, holders thereof will be entitled to receive quarterly floating rate non-cumulative preferential cash dividends, if, as and when declared by the Board of Directors of Power Financial. The dividend rate for the 3-month floating rate period from and including January 31, 2026 to but excluding April 30, 2026 will be 3.792%, being equal to the 3-month Government of Canada Treasury Bill yield determined as of today plus 1.60%, calculated on the basis of the actual number of days in such quarterly period divided by 365, in accordance with the terms of the Series Q shares.

Beneficial owners of Series P shares or Series Q shares who wish to exercise their conversion right should communicate with their broker or other nominee to ensure their instructions are followed so that the registered holder of Series P shares or Series Q shares can meet the deadline to exercise such conversion right, which is 5:00 p.m. (Eastern Time) on January 16, 2026.

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% effective 2021-01-31 and there was a net 6% conversion to the FixedReset. The company provided notice of extension on 2025-12-2.

Issue Comments

TRP.PR.C To Reset To 4.501%; Interconvertible With TRP.PR.I

TC Energy Corporation has announced:

that it does not intend to exercise its right to redeem its Cumulative Redeemable First Preferred Shares, Series 5 (Series 5 Shares) and Cumulative Redeemable First Preferred Shares, Series 6 (Series 6 Shares) on Jan. 30, 2026. As a result, subject to certain conditions:

(a) the holders of Series 5 Shares have the right to choose one of the following options with regard to their shares:

to retain any or all of their Series 5 Shares and continue to receive a fixed rate quarterly dividend; or

to convert, on a one-for-one basis, any or all of their Series 5 Shares into Series 6 Shares and receive a floating rate quarterly dividend, and

(b) the holders of Series 6 Shares have the right to choose one of the following options with regard to their shares:

to retain any or all of their Series 6 Shares and continue to receive a floating rate quarterly dividend; or

to convert, on a one-for-one basis, any or all of their Series 6 Shares into Series 5 Shares and receive a fixed rate quarterly dividend.

Should a holder of Series 5 Shares choose to retain their shares, such shareholders will receive the new annual fixed dividend rate applicable to Series 5 Shares of 4.501 per cent for the five-year period commencing Jan. 30, 2026 to, but excluding, Jan. 30, 2031. Should a holder of Series 5 Shares choose to convert their shares to Series 6 Shares, holders of Series 6 Shares will receive the floating quarterly dividend rate applicable to the Series 6 Shares of 3.732 per cent for the three-month period commencing Jan. 30, 2026 to, but excluding, April 30, 2026. The floating dividend rate will be reset every quarter.

Should a holder of Series 6 Shares choose to retain their shares, such shareholders will receive the floating quarterly dividend rate applicable to Series 6 Shares of 3.732 per cent for the three-month period commencing Jan. 30, 2026 to, but excluding, April 30, 2026. The floating dividend rate will be reset every quarter. Should a holder of Series 6 Shares choose to convert their shares to Series 5 Shares, holders of Series 5 Shares will receive the new fixed quarterly dividend rate applicable to the Series 5 Shares of 4.501 per cent for the five-year period commencing Jan. 30, 2026 to, but excluding, Jan 30, 2031.

Beneficial owners of Series 5 Shares and Series 6 Shares who want to exercise their right of conversion should communicate as soon as possible with their broker or other nominee and ensure that they follow their instructions in order to meet the deadline to exercise such right, which is 5 p.m. ET on Jan. 16, 2026. Any notices received after this deadline will not be valid. As such, it is recommended that this be done well in advance of the deadline in order to provide the broker or other nominee with time to complete the necessary steps.

Beneficial owners of Series 5 or Series 6 Shares who do not provide notice or communicate with their broker or other nominee by the deadline will retain their respective Series 5 Shares or Series 6 Shares, as applicable, and receive the new dividend rate applicable to such shares, subject to the conditions stated below.

The foregoing conversions are subject to the conditions that: (i) if TC Energy determines that there would be less than one million Series 5 Shares outstanding after Jan. 30, 2026, then all remaining Series 5 Shares will automatically be converted into Series 6 Shares on a one-for-one basis on Jan. 30, 2026, and (ii) if TC Energy determines that there would be less than one million Series 6 Shares outstanding after Jan. 30, 2026, then all of the remaining outstanding Series 6 Shares will automatically be converted into Series 5 Shares on a one-for-one basis on Jan. 30, 2026. In either case, TC Energy will issue a news release to that effect no later than Jan. 23, 2026.

Holders of Series 5 Shares and Series 6 Shares will have the opportunity to convert their shares again on Jan. 30, 2031 and on Jan. 30 in every fifth year thereafter as long as the shares remain outstanding. For more information on the terms of, and risks associated with an investment in the Series 5 Shares and the Series 6 Shares, please see the prospectus supplement dated June 17, 2010 which is available on sedarplus.ca or on our website.

TRP.PR.C was issued as a FixedReset, 4.40%+154, that commenced trading 2010-06-29 after being announced 2010-6-17. Notice of extension was published in 2015 and the issue reset to 2.263%. There was 9% conversion to the FloatingReset TRP.PR.I. The issue reset to 1.949% in 2021.

TRP.PR.I is a FloatingReset, Bills+154, that arose from a partial conversion from the FixedReset TRP.PR.C.

Thanks to Assiduous Reader Niagara for bringing this to my attention!

Issue Comments

PWF.PR.P To Be Extended

Power Financial Corporation has announced (on 2025-12-2):

that it does not intend to exercise its right to redeem all or part of the currently outstanding 9,657,516 Non-Cumulative 5-Year Rate Reset First Preferred Shares, Series P (the “Series P shares”) nor all or part of the currently outstanding 1,542,484 Non-Cumulative Floating Rate First Preferred Shares, Series Q (the “Series Q shares”) on January 31, 2026. As a result, subject to certain conditions, the holders of the Series P shares have the right to convert all or part of their Series P shares, on a one-for-one basis, into Series Q shares, and subject to certain conditions, the holders of the Series Q shares have the right to convert all or part of their Series Q shares, on a one-for-one basis, into Series P shares, in each case on February 2, 2026 (the “Conversion Date”), pursuant to the terms and conditions of the Series P shares and the Series Q shares.

Holders of Series P shares who do not exercise their right to convert their Series P shares into Series Q shares on the Conversion Date will retain their Series P shares, and holders of the Series Q shares who do not exercise their right to convert their Series Q shares into Series P shares on the Conversion Date will retain their Series Q shares, in each case, subject to certain conditions.

The foregoing conversion rights of the Series P shares and the Series Q shares are subject to the conditions that: (i) if Power Financial determines that there would remain outstanding on the Conversion Date less than 1,000,000 Series Q shares, after having taken into account all Series P shares and Series Q shares tendered for conversion, then holders of Series P shares will not be entitled to convert their shares into Series Q shares and all remaining Series Q shares will automatically be converted into Series P shares without the consent of the holders, on a one-for-one basis, on the Conversion Date, and (ii) alternatively, if Power Financial determines that there would remain outstanding on the Conversion Date less than 1,000,000 Series P shares, after having taken into account all Series P shares and Series Q shares tendered for conversion, then holders of Series Q shares will not be entitled to convert their shares into Series P shares and all remaining Series P shares will automatically be converted into Series Q shares without the consent of the holders, on a one-for-one basis, on the Conversion Date. In either case, Power Financial will give written notice to that effect to the registered holders of Series P shares and/or Series Q shares, as the case may be, no later than January 26, 2026.

The dividend rate applicable to the Series P shares for the 5-year period from January 31, 2026 to but excluding January 31, 2031, and the dividend rate applicable to the Series Q shares for the 3-month period from January 31, 2026 to but excluding April 30, 2026, will be determined and announced by way of a news release on January 2, 2026.

Beneficial owners of Series P shares or Series Q shares who wish to exercise their conversion right should communicate with their broker or other nominee to obtain instructions for exercising such right during the conversion period, which runs from January 2, 2026 until January 16, 2026 at 5:00 p.m. (Eastern Time).

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% effective 2021-01-31 and there was a net 6% conversion to the FixedReset.

Thanks to Assiduous Reader Earlyriser for bringing this to my attention!

Issue Comments

DBRS: LB.PR.H On Review-Positive

DBRS has announced that it:

placed the credit ratings of Laurentian Bank of Canada (LBC or the Bank), including the Bank’s Long-Term Issuer Rating of BBB, Under Review with Positive Implications. This credit rating action follows the December 2, 2025, announcement that Fairstone Bank of Canada (Fairstone or the Group; rated BBB, Under Review with Positive Implications) has entered into a definitive agreement to acquire all of LBC’s issued and outstanding common shares, subject to approval by the Bank’s shareholders and receipt of required regulatory approvals. In parallel, National Bank of Canada (National, with a Long-Term Issuer Rating of AA with a Stable trend) has entered into a definitive agreement to acquire LBC’s retail and small and medium-size (SME) banking portfolios as well as its syndicated loan portfolio. LBC’s Long-Term Issuer Rating is composed of an Intrinsic Assessment (IA) of BBB and a Support Assessment (SA) of SA3, which reflects no expectation of timely systemic support. As a result, the Bank’s Long-Term Issuer Rating is equivalent to its IA.

KEY CREDIT RATING CONSIDERATIONS
The Under Review with Positive Implications designation reflects Morningstar DBRS’ expectation that LBC’s credit ratings would benefit from the potential upgrade of Fairstone’s credit ratings as a result of the acquisition-driven improvement in the Group’s consolidated credit profile. After the completion of the acquisition, the Bank’s SA designation of SA3 would change to SA1 and its long-term credit ratings will be driven by those of the Group.

Similarly, and as implied above, Fairstone is on Review-Positive:

DBRS Limited (Morningstar DBRS) placed Fairstone Bank of Canada’s (Fairstone or the Group) credit ratings, including the Group’s Long-Term Issuer Rating of BBB, Under Review with Positive Implications. As a result, Morningstar DBRS also placed its credit ratings on Home Trust Company (HTC), a fully owned subsidiary of Fairstone, Under Review with Positive Implications. These credit rating actions follow the December 2, 2025, announcement that Fairstone has entered into a definitive agreement to acquire all of Laurentian Bank of Canada’s (LBC) issued and outstanding common shares, subject to approval by LBC’s shareholders and receipt of required regulatory approvals. Concurrently, Morningstar DBRS changed HTC’s Support Assessment designation to SA1 from SA3 and withdrew its Intrinsic Assessment (IA) of BBB. Fairstone’s Long-Term Issuer Rating is composed of an IA of BBB and a Support Assessment of SA3, which reflects no expectation of timely systemic support. As a result, the Group’s Long-Term Issuer Rating is equivalent to its IA.

KEY CREDIT RATING CONSIDERATIONS
The Under Review with Positive Implications designation reflects Morningstar DBRS’ expectation that the potential acquisition would have a materially positive impact on the Group’s consolidated credit profile. This would likely result in a positive credit rating action: either an upgrade of Fairstone’s credit ratings or a Positive trend, to be resolved within approximately 12 months of deal closure, which is currently expected in late 2026, depending on integration progress.

DBRS also released its comments on the deal.

LB.PR.H was issued as a NVCC-compliant FixedReset, 4.30%+255, that commenced trading 2014-4-3 after being announced 2014-3-25. The extension was announced 2019-5-7. LB.PR.H reset At 4.123% effective June 15, 2019. I made no recommendation regarding conversion and there was no conversion. The issue was downgraded to Pfd-4(high) by DBRS in November, 2024.

Issue Comments

LB To Be Acquired, Maybe; LB.PR.H To Remain Outstanding

Laurentian Bank of Canada has announced:

a significant acceleration of its 2024 Strategic Plan toward its specialty commercial bank model, resulting in its exit from the retail and SME banking business. This transformation will position Laurentian Bank as a commercially oriented bank, concentrating on commercial real estate lending, inventory and equipment financing, intermediary services and capital markets activities.

National Bank of Canada (directly or through one or more affiliates) (“National Bank”) has entered into a definitive agreement to acquire Laurentian Bank’s retail and SME banking portfolios (the “Retail/SME Transaction”). Customers will benefit from National Bank’s enhanced offering of retail and business banking solutions, including deposits, loans and investments. They will also be served through National Bank’s leading digital services, expanded product and service offerings, and a broader branch network and business banking teams. Laurentian Bank and National Bank have also entered into a definitive agreement in respect of the sale to National Bank of Laurentian Bank’s syndicated loan portfolio (the “Syndicated Loan Transaction” and, collectively with the Retail/SME Transaction, the “National Bank Transactions”).

In parallel, Fairstone Bank of Canada (“Fairstone Bank”), Canada’s leading alternative lender and a Schedule I bank, has entered into a definitive agreement (the “Acquisition Transaction Agreement”) to acquire all issued and outstanding common shares of Laurentian Bank (the “Laurentian Bank Shares”) (the “Acquisition Transaction” and, collectively with the Retail/SME Transaction, the “Transactions”). Fairstone Bank will combine its commercial lending operations with Laurentian Bank’s commercial specialization, leveraging the expertise of both organizations to strengthen capabilities and expand market presence. Laurentian Bank will retain its brand identity and head office in Montreal, continuing its legacy of over 175 years. Éric Provost will continue to serve as Laurentian Bank’s President and CEO, spearheading the accelerated execution of its strategic growth plan with a concentrated focus on commercial banking activities.

The Acquisition Transaction is subject to approval of 662/3% of the votes cast by Laurentian Bank Shareholders at a special meeting of Laurentian Bank Shareholders (the “Meeting”) expected to be held in the first quarter of 2026 to approve an amendment to Laurentian Bank’s by-laws to provide for the acquisition of the Laurentian Bank Shares pursuant to the terms of the Acquisition Transaction Agreement.

Following completion of the Transactions, it is expected that the Laurentian Bank Shares will be delisted from the TSX. However, Laurentian Bank’s Non-Cumulative Class A Preferred Shares, Series 13, Non-Cumulative 5-Year Fixed Rate Reset Class A Preferred Shares, Series 17, 5.30% Limited Recourse Capital Notes, Series 1 and 5.095% subordinated non-viability contingent capital notes are expected to remain outstanding in accordance with their terms following the completion of the Transactions. Laurentian Bank’s Non-Cumulative Class A Preferred Shares, Series 13 will continue to be listed on the TSX and, as a result, Laurentian Bank will continue to be a reporting issuer under applicable Canadian securities laws following completion of the Transactions.

LB.PR.H was issued as a NVCC-compliant FixedReset, 4.30%+255, that commenced trading 2014-4-3 after being announced 2014-3-25. The extension was announced 2019-5-7. LB.PR.H reset At 4.123% effective June 15, 2019. I made no recommendation regarding conversion and there was no conversion. The issue reset to 6.196% effective 2024-6-15.

Thanks to Assiduous Reader John19 for bringing this to my attention!

The acquisition won’t do much for the credit rating – Fairstone Bank of Canada has a Long Term Senior Debt rating of BBB from DBRS, the same as Laurentian.