Category: Issue Comments

Issue Comments

EMA.PR.J : Emera takes refunding step, maybe

Emera Incorporated has announced:

that Emera US Finance, LLC (the “Issuer”) has completed the sale of US$750 million aggregate principal amount of United States dollar denominated junior subordinated notes, consisting of US$375 million aggregate principal amount of 6.650% Series A fixed-to-fixed reset rate junior subordinated notes due 2056 (the “Series A Notes”) and US$375 million aggregate principal amount of 6.850% Series B fixed-to-fixed reset rate junior subordinated notes due 2056 (the “Series B Notes” and, together with the Series A Notes, the “Notes”). The Notes are fully and unconditionally guaranteed by Emera and Emera US Holdings Inc. (“EUSHI, and together with Emera, the “Guarantors”). EUSHI is an indirect, wholly-owned subsidiary of Emera and the Issuer is an indirect, wholly-owned subsidiary of Emera. J.P. Morgan Securities LLC, Morgan Stanley & Co. LLC, MUFG Securities Americas Inc., RBC Capital Markets, LLC, Scotia Capital (USA) Inc. and Wells Fargo Securities, LLC acted as joint book-running managers in connection with the Notes offering.

This press release does not constitute an offer to sell or the solicitation of an offer to buy any of the Notes and shall not constitute an offer, solicitation or sale in any jurisdiction in which such an offer, solicitation or sale would be unlawful.

The Notes have not been qualified by prospectus for public distribution under the securities laws of any province or territory of Canada. The Notes are not being, and may not be offered or sold, directly or indirectly, in Canada or to any resident of Canada except under exemptions from prospectus requirements of those securities laws, and either by an appropriately registered dealer or in circumstances where a dealer registration is not required.

The Notes will not be listed on any securities exchange, and the Issuer and the Guarantors do not intend to arrange for the Notes to be included on any quotation system.

Use of Proceeds

Emera intends to use the net proceeds for general corporate purposes including, without limitation, to repay existing indebtedness.

So the announcement doesn’t definitely mean that EMA.PR.J will be redeemed, but it is consistent with that option. Place yer bets, gents, place yer bets!

EMA.PR.J is a FixedReset, 4.25%+328M425, announced 2021-3-24. It is tracked by HIMIPref™ and relegated to the Scraps – FixedReset (Premium) index on credit concerns.

Issue Comments

BCE.PR.N : Forced Conversion To BCE.PR.M

BCE Inc. has announced:

that all of its floating-rate Cumulative Redeemable First Preferred Shares, Series AN (“Series AN Preferred Shares”) will be converted on March 31, 2026, on a one-for-one basis, into fixed-rate Cumulative Redeemable First Preferred Shares, Series AM (“Series AM Preferred Shares”).

On March 2, 2026, notice was provided that holders of Series AM Preferred Shares could elect to convert their shares into Series AN Preferred Shares and that holders of Series AN Preferred Shares could elect to convert their shares into Series AM Preferred Shares, subject to the terms and conditions attached to those shares. A total of 2,276 of its 8,802,551 Series AM Preferred Shares have been tendered for conversion on March 31, 2026, on a one-for-one basis, into Series AN Preferred Shares. In addition, 348,545 of its 948,622 Series AN Preferred Shares have been tendered for conversion on March 31, 2026, on a one-for-one basis, into Series AM Preferred Shares. As this would result in there being less than 1,000,000 Series AN Preferred Shares outstanding, all remaining Series AN Preferred Shares not tendered for conversion will, as per the terms and conditions attached to those shares, be automatically converted into Series AM Preferred Shares on March 31, 2026.

The Series AM Preferred Shares will pay on a quarterly basis, for the five-year period beginning on March 31, 2026, as and when declared by the Board of Directors of BCE, a fixed quarterly cash dividend based on an annual dividend rate of 4.837%. The Series AM Preferred Shares will continue to be listed on the Toronto Stock Exchange under the symbol BCE.PR.M.

BCE.PR.M was issued as BAF.PR.A, a FixedReset 4.85%+209, issued 2011-3-15 after being announced 2011-2-22. After an exchange offer for the BAF preferreds, there was a partial conversion to BCE preferreds, followed by a forced conversion in 2014. The ticker changed to BCE.PR.M in September, 2014. BCE.PR.M reset to 2.764% in 2016. I recommended against conversion but there was a 17% conversion to the FloatingReset, BCE.PR.N, anyway. In 2021, BCE.PR.M reset to 2.939% and there was a 8% conversion to the FloatingReset. In 2026, the issue reset to 4.837%.

BCE.PR.N is a FloatingReset, Bills+209, that arose through partial conversion from the FixedReset, BCE.PR.M, in 2016.

Issue Comments

BCE.PR.M To Reset To 4.837%; Interconvertible With BCE.PR.N

BCE Inc. has announced – not a press release, the letter is linked on the BCE Preferred Share page:

1. Holders of fixed-rate BCE Inc. Series AM Preferred Shares have the right to convert all or part of their shares, effective on March 31, 2026, on a one-for-one basis, into floating-rate Cumulative Redeemable First Preferred Shares, Series AN of BCE Inc. (the “Series AN Preferred Shares”). In order to convert their shares, holders must exercise their right of conversion during the conversion period, which runs from March 2, 2026 until 5:00 p.m. (Montréal/Toronto time) on March 16, 2026.

2. Holders not wishing to convert or who do not comply with the instructions set out in paragraph 3 below by the appropriate deadline will, subject to paragraph 6 below, retain their Series AM Preferred Shares and, accordingly, will continue to receive a fixed quarterly dividend as described in paragraph 4 below. However, but subject to paragraph 6 below, on March 31, 2031, and every five years thereafter, holders of both Series AM Preferred Shares and Series AN Preferred Shares will have the right to convert their shares into shares of the other series.

3. In order to exercise its conversion right in respect of all or part of its Series AM Preferred Shares, the registered holder must provide a written notice thereof, accompanied by its Series AM Preferred Share certificates with the transfer form on the back thereof or other appropriate stock transfer power of attorney duly endorsed, and deliver them, at the latest by 5:00 p.m. (Montréal/Toronto time) on March 16, 2026, to one of the following addresses of TSX Trust Company:… Delivery may be done in person, by courier, by registered mail or by mail. However, if share certificates are delivered by courier, by registered mail or by mail, the registered shareholder must ensure that they are sent sufficiently in advance so that they are received by TSX Trust Company by the above-mentioned deadline.

Beneficial holders 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.

4. As of March 31, 2026, the Series AM Preferred Shares will, should they remain outstanding, pay, on a quarterly basis, as and when declared by the Board of Directors of BCE Inc., a fixed cash dividend for the following five years that will be based on a fixed rate equal to the sum of: (a) the yield to maturity compounded semi-annually (the “Government of Canada Yield”), computed on March 2, 2026 in accordance with the articles of BCE Inc., of a Canadian dollar denominated non-callable Government of Canada bond with a term to maturity of five years, and (b) 2.09%. The “Government of Canada Yield” computed on March 2, 2026 is 2.747%. Accordingly, the annual fixed dividend rate applicable to the Series AM Preferred Shares for the period of five years beginning on March 31, 2026 will be 4.837%.

5. As of March 31, 2026, the Series AN Preferred Shares will, should they remain outstanding, continue to pay, for each quarterly period, as and when declared by the Board of Directors of BCE Inc., a quarterly floating dividend rate equal to the “Floating Quarterly Dividend Rate” for such quarterly period. The “Floating Quarterly Dividend Rate” for any such quarterly period shall be equal to the rate, expressed as a percentage, equal to the sum of: (a) the “T-Bill Rate”, calculated in accordance with the articles of BCE Inc. on the 30th day prior to the first day of the new quarterly period, and (b) 2.09%, calculated on the basis of the actual number of days in such quarterly period divided by 365. The “T-Bill Rate” means, for any quarterly period, the average yield expressed as a percentage per annum on three-month Government of Canada Treasury Bills, as reported by the Bank of Canada, for the most recent treasury bills auction preceding the applicable calculation date. The “Floating Quarterly Dividend Rate” computed on March 2, 2026 and applicable to the Series AN Preferred Shares for the quarterly period from and including March 31, 2026 to but excluding June 30, 2026 will be 1.06732% (annual rate of 4.281%, based on a T-Bill Rateof 2.191%.

6. After the end of the conversion period on March 16, 2026, if BCE Inc. determines that there would be less than 1,000,000 Series AM Preferred Shares outstanding after the conversion date (March 31, 2026), BCE Inc. will automatically convert all remaining Series AM Preferred Shares into Series AN Preferred Shares. However, if BCE Inc. determines that there would be less than 1,000,000 Series AN Preferred Shares outstanding after the conversion date, then no Series AM Preferred Shares will be converted into Series AN Preferred Shares.

7. For any questions about the steps to be followed, please contact TSX Trust Company at 1-800-561-0934, the transfer agent and registrar for BCE Inc.’s preferred shares.

A similar notice was sent to holders of BCE.PR.N.

BCE.PR.M was issued as BAF.PR.A, a FixedReset 4.85%+209, issued 2011-3-15 after being announced 2011-2-22. After an exchange offer for the BAF preferreds, there was a partial conversion to BCE preferreds, followed by a forced conversion in 2014. The ticker changed to BCE.PR.M in September, 2014. BCE.PR.M reset to 2.764% in 2016. I recommended against conversion but there was a 17% conversion to the FloatingReset, BCE.PR.N, anyway. In 2021, BCE.PR.M reset to 2.939% and there was a 8% conversion to the FloatingReset

BCE.PR.N is a FloatingReset, Bills+209, that arose through partial conversion from the FixedReset, BCE.PR.M, in 2016.

Issue Comments

TA.PR.D To Reset At 4.78200%

TransAlta Corporation has announced:

that it does not intend to exercise its right to redeem all or any portion of the currently outstanding Cumulative Redeemable Rate Reset First Preferred Shares, Series A (Series A Shares) (TSX: TA.PR.D) and the Cumulative Redeemable Floating Rate First Preferred Shares, Series B (Series B Shares) (TSX: TA.PR.E) on March 31, 2026 (the Conversion Date).

As a result, and subject to certain conditions, the holders of the Series A Shares will have the right to elect to: (a) retain any or all of their Series A Shares and continue to receive a fixed rate quarterly dividend; or (b) convert all or any of their Series A Shares into Series B Shares on the basis of one Series B Share for each Series A Share on the Conversion Date and receive a floating rate quarterly dividend.

Comparably, subject to certain conditions, the holders of the Series B Shares will have the right to elect to: (a) retain any or all of their Series B Shares and continue to receive a floating rate quarterly dividend; or (b) convert all or any of their Series B Shares into Series A Shares on the basis of one Series A Share for each Series B Share on the Conversion Date and receive a fixed rate quarterly dividend.

As provided in the share terms, the foregoing conversion right is subject to the conditions that: (i) if TransAlta determines that there would remain outstanding immediately following the conversion, less than 1,000,000 Series A Shares, holders of Series B Shares shall not be entitled to convert their shares into Series A Shares, and the remaining Series A Shares will automatically convert to Series B Shares, on the Conversion Date; or (ii) if TransAlta determines that there would remain outstanding immediately after the conversion, less than 1,000,000 Series B Shares, holders of Series A Shares shall not be entitled to convert their shares into Series B Shares, and the remaining Series B Shares will automatically convert to Series A Shares, on the Conversion Date. There are currently 9,629,913 Series A Shares outstanding and 2,370,087 Series B Shares.

Should a holder of Series A Shares choose to retain their shares, such shareholders will receive the quarterly fixed dividend rate applicable to Series A Shares of 1.19550% (4.78200% on an annualized basis) for the five-year period from and including March 31, 2026 to but excluding March 31, 2031. Should a holder of Series A Shares choose to convert their shares to Series B Shares, the Series B Shares that may be issued on the Conversion Date will receive the floating quarterly dividend rate applicable to the Series B Shares of 1.05236% (4.22100% on an annualized basis) for the three-month period from and including March 31, 2026 to but excluding June 30, 2026. The floating dividend rate will be reset every quarter.

Should a holder of Series B Shares choose to retain their shares, such shareholders will receive the floating quarterly dividend rate applicable to Series B Shares of 1.05236% (4.22100% on an annualized basis) for the three-month period from and including March 31, 2026 to but excluding June 30, 2026. The floating dividend rate will be reset every quarter. Should a holder of Series B Shares choose to convert their shares to Series A Shares, holders of Series A Shares will receive the fixed quarterly dividend rate applicable to the Series A Shares of 1.19550% (4.78200% on an annualized basis) for the five-year period from and including March 31, 2026 to but excluding March 31, 2031.

The Series A Shares and Series B Shares are issued in book entry only form and must be purchased or transferred through a participant in the CDS depository service (CDS Participant). All rights of holders of Series A Shares and Series B Shares must be exercised through CDS or the CDS Participant through which the shares are held. The deadline for the registered shareholder to provide notice of exercise of the right to convert Series A Shares into Series B Shares, or Series B Shares into Series A Shares, as applicable, is 3:00 p.m. (MST) / 5:00 p.m. (EST) on March 16, 2026. Any notices received after this deadline will not be valid. As such, holders of Series A Shares or Series B Shares who wish to exercise their right to convert their shares should contact their broker or other intermediary for more information and it is recommended that this be done as soon as possible and well in advance of the deadline in order to provide the broker or other intermediary with time to complete the necessary steps.

If TransAlta does not receive an election notice from a holder of Series A Shares or Series B Shares during the time fixed therefor, then such shares shall be deemed not to have been converted (except in the case of an automatic conversion described above). Holders of the Series A Shares and the Series B Shares will have the opportunity to convert their shares again on March 31, 2031, and every five years thereafter as long as the shares remain outstanding. For more information on the terms of the Series A Shares and the Series B Shares, please see TransAlta’s articles of amalgamation, including the share terms and shares in series schedule attached thereto as Schedule A, which are available on the Company’s website under Governance.

TA.PR.D was issued as a FixedReset, 4.60%+203, that commenced trading 2010-12-10 after being announced 2010-12-2. In 2016, it reset to 2.709%. I recommended against conversion, but there was a 15% conversion to the FloatingReset, TA.PR.E, anyway. The issue reset to 2.877% in 2021 and there was a 5% net conversion to TA.PR.E.

TA.PR.E is a FloatingReset, Bills+203, that arose via a partial conversion from the FixedReset, TA.PR.D.

Update, 2026-3-19: Transalta has announced:

that none of its 9,629,913 currently outstanding Cumulative Redeemable Rate Reset First Preferred Shares, Series A (Series A Shares) will be converted on March 31, 2026, on a one-for-one basis, into Cumulative Redeemable Floating Rate First Preferred Shares, Series B (Series B Shares), and (ii) 1,148,549 of its 2,370,087 currently outstanding Series B Shares will be converted on March 31, 2026, on a one-for-one basis, into Series A Shares. As a result, on March 31, 2026, the Company will have 10,778,462 Series A Shares issued and outstanding and 1,221,538 Series B Shares issued and outstanding.

The Series A Shares and Series B Shares are currently listed on the Toronto Stock Exchange under the symbols TA.PR.D and TA.PR.E, respectively.

So that’s a 10% net conversion from the FloatingReset into the FixedReset part.

Issue Comments

CVE.PR.A & CVE.PR.B To Be Redeemed

Cenovus Energy Inc. has announced:

it will exercise its right to redeem its 2.577% Series 1 Preferred Shares (the “Series 1 Preferred Shares”) and its 3.948% Series 2 Preferred Shares (the “Series 2 Preferred Shares”, collectively, the “Series 1 & 2 Preferred Shares”) on March 31, 2026 (the “Redemption”). All of the Series 1 & 2 Preferred Shares outstanding will be redeemed at the price of $25.00 per share, for an aggregate amount payable to holders of $300 million, less required withholdings, if any, funded primarily from cash on hand.

As previously announced, the Company’s Board of Directors has declared quarterly dividends of $0.16106 per Series 1 Preferred Share and $0.24337 per Series 2 Preferred Share, each payable on March 31, 2026, to shareholders of record as of March 13, 2026. These will be the final dividends paid on the Series 1 & 2 Preferred Shares.

Inquiries from registered holders of Series 1 & 2 Preferred Shares should be directed to Cenovus’s Registrar and Transfer Agent, Computershare Investor Services Inc. at 1-866-332-8898 or (514) 982-8717 outside North America. Beneficial holders, who are not directly registered holders of Series 1 & 2 Preferred Shares, should contact the financial institution, broker or other intermediary through which they hold these shares to confirm how they will receive their redemption proceeds.

CVE.PR.A was issued as HSE.PR.A, a FixedReset, 4.45%+173, on 2011-3-18 after being announced 2011-3-10. Notice of extension was published in February, 2016 and the issue reset to 2.404%. I recommended against conversion but there was a 13% conversion to the FloatingReset HSE.PR.B anyway. The ticker changed to CVE.PR.A following the Plan of Arrangement between HSE and CVE. CVE.PR.A reset to 2.577% in 2021 and there was a 3% net conversion to the FixedReset.

CVE.PR.B is a FloatingReset, Bills+173, that arose via a partial conversion from HSE.PR.A to HSE.PR.B in 2016. The ticker changed to CVE.PR.B following the Plan of Arrangement between HSE and CVE.

Thanks to Assiduous Readers Dan Good and FletcherLynd for bringing this to my attention!

Issue Comments

FN.PR.A, FN.PR.B To Be Redeemed

First National Financial Corporation has announced (although not yet on their website):

that it intends to redeem for cash all of its outstanding Class A Preference Shares, Series 1 (the “Series 1 Preference Shares”) and outstanding Class A Preferences Shares, Series 2 (the “Series 2 Preference Shares” and together with the Series 1 Preference Shares, the “Preferred Shares”) on March 31, 2026 at a redemption price equal to $25.00 per share, together with all accrued and unpaid dividends up to but excluding the date of redemption (collectively, the “Aggregate Redemption Price”), less any tax required to be deducted and withheld by the Company. The Company also announced today that shareholders of record at the close of business on March 16, 2026 will be entitled to receive the final quarterly dividend payable on March 31, 2026 of $0.180938 per Series 1 Preference Share and $0.264329 per Series 2 Preference Share.

Formal notice will be delivered to the registered holders of the Preferred Shares in accordance with the terms of the Preferred Shares contained in the Company’s articles. Non-registered holders of Preferred Shares should contact their broker or other intermediary for information regarding the redemption process for the Preferred Shares in which they hold a beneficial interest.

After the Preferred Shares are redeemed, holders of Preferred Shares will cease to be entitled to dividends and will not be entitled to exercise any rights as holders other than to receive the Aggregate Redemption Price.

Following the redemption on March 31, 2026, the Preferred Shares will be delisted from and no longer trade on the Toronto Stock Exchange (“TSX”).

The market was surprised by the news, with FN.PR.A up 7.3% today and FN.PR.B up 6.0%.

FN.PR.A is a FixedReset, 4.65%+207, that commenced trading 2011-1-25 after being announced 2011-1-17. Notice of extension was given in February, 2016 and the issue reset to 2.79%. I recommended against conversion, but there was 28% conversion to the FloatingReset, FN.PR.B. Notice of the second extension was given in February, 2021. The issue reset at 2.895% in 2021 and there was a 2% net conversion to the FixedReset.

FN.PR.B is a FloatingReset, Bills+207, that arose via a partial conversion from the FixedReset, FN.PR.A, in 2016.

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

Issue Comments

PWI / PWI.PR.A : Name Change

Brompton Funds has announced (on 2026-01-15):

Sustainable Power & Infrastructure Split Corp. (the “Fund”) today announced that it is proposing to change its name to “Power & Infrastructure Split Corp.” (the “Name Change”).

The Name Change is scheduled to take effect on January 19, 2026, subject to regulatory approval. The Fund invests in a globally diversified and actively managed portfolio (the “Portfolio”) consisting primarily of dividendpaying securities of power and infrastructure companies whose assets, products and services Brompton Funds Limited (“Brompton”), the Fund’s manager, believes are facilitating the multi-decade transition toward decarbonization and environmental sustainability.

The Fund’s class A shares (“Class A Shares”) offer a current distribution rate of 9.5% per annum.(1) Since inception, the Class A Shares have delivered a 13.8% per annum total return, outperforming the S&P Global Infrastructure Total Return Index by 3.7% per annum.(2)

The Fund’s preferred shares (“Preferred Shares”) offer a current distribution rate of 4.9% per annum.(1) The Preferred Shares have delivered a 5.1% per annum total return since inception. (2) Based on the most recently calculated net asset value per unit of the Fund on January 14, 2026, the Preferred Shares have downside protection from a decline in the value of the Fund’s portfolio of approximately 53.2%. The Preferred Shares have a Morningstar DBRS rating of Pfd-3.

The affected issue is PWI.PR.A.

Issue Comments

SBC.PR.A: Capital Unit Split

Brompton Funds has announced:

Brompton Split Banc 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 February 24, 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 $0.10 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 20.3% per annum total return based on net asset value, outperforming the S&P/TSX Equal Weight Diversified Banks Total Return Index by 5.6% per annum and the S&P/TSX Composite Total Return Index by 7.4% per annum.(1) Since inception, class A shareholders have received cash distributions of $23.85 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 54%.(2)

The class A shares are expected to commence trading on an ex-split basis at the opening of trading on February 24, 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 on an approximately equally weighted basis in a portfolio (the “Portfolio”) of common shares of the six largest Canadian banks: Royal Bank of Canada, The Bank of Nova Scotia, National Bank of Canada, The Toronto-Dominion Bank, Canadian Imperial Bank of Commerce and Bank of Montreal. In addition, the Fund may hold up to 10% of the total assets of the Portfolio in investments in global financial companies for the purpose of enhanced diversification and return potential.

This follows the 117-new-for-100-old Capital Unit split announced last October.

Thanks to Assiduous Reader newbiepref for bringing this to my attention.

Issue Comments

NPS.PR.A: Downgraded to Pfd-3 by DBRS

DBRS has announced that it:

downgraded its credit rating on the Preferred Shares (the Preferred Shares) issued by Canadian Large Cap Leaders Split Corp (the Company) to Pfd-3 from Pfd-3 (high). The rating downgrade reflects the completion of a stock split of the Class A Shares (Share Split), the upcoming increase in the monthly distribution rate on the Class A Shares to $0.18 per share from $0.125 per share, effective March 13, 2026, the decline in the dividend coverage ratio to 0.8 times (x), and a projected grind of 9.8% per year over the next five years. The maturity date of the Company is February 28, 2029. The term of the Company may be extended beyond the maturity date for additional terms of five years each as determined by the Company’s board of directors, provided that shareholders are given an optional special retraction right at the end of each successive term. Ninepoint Partners LP. (Manager) is acting as the manager for the Company.

In February 2026, the Company completed the Share Split. Class A shareholders of record at the close of business on February 6, 2026, received 20 additional Class A Shares for every 100 Class A Shares held. The Company also announced an increase in the monthly distribution rate on its Class A Shares to $0.18 per share from $0.125 per share, which will take effect with the distribution payable on March 13, 2026. Following the Share Split, the net asset value (NAV) per unit (one notional Unit: consists of one Preferred Share and one Class A Share) has decreased to $24.38 as of February 6, 2026 from $26.69 as of January 30, 2026.

The Preferred Shares are entitled to fixed cumulative preferential quarterly cash distributions of $0.1875 (or $0.75 annually) per share, representing a 7.5% per annum return on the issue price of $10.00. Beginning March 13, 2026, holders of the Class A Shares are expected to receive regular monthly noncumulative distributions targeted to be $0.18 per Class A Share. No monthly distributions to the Class A Shares will be made if (1) distributions to the Preferred Shares are in arrears or (2) in respect of a cash distribution, the Company’s NAV falls below 1.5 times (x) the principal amount of the outstanding Preferred Shares.

As of February 6, 2026, the downside protection available to holders of the Preferred Shares increased to 59.0% per Unit, up from 56.9% as of January 31, 2025. However, the dividend coverage ratio has continued to decline over the past three years to approximately 0.8x. The dividend coverage below 1.0x indicates that the current dividend income earned by the Company is not enough to fully cover the Company’s distributions on the Preferred Shares. Furthermore, the increase in the monthly distribution rate on the Class A Shares, is increasing the reliance on the Manager to generate a high yield to meet distributions without having to liquidate portfolio securities. To supplement the Portfolio income, the Company may engage in covered call option writing on all or a portion of the shares held in the Portfolio. Without giving consideration to capital appreciation potential or any source of income other than the dividends earned by the Portfolio, the Preferred Share distributions together with the targeted distributions on the Class A Shares will create a projected grind on the NAV of the Portfolio of approximately 9.8% per year over the next 5 years, up from the approximately 7.4% per year estimated a year ago.

Considering the level of downside protection, dividend coverage ratio below 1.0x, projected grind on the portfolio from expected distributions to the Class A Shares and the potential term extension, Morningstar DBRS downgraded the credit rating on the Preferred Shares issued by the Company to Pfd-3 from Pfd-3 (high).

NPS.PR.A is not tracked by HIMIPref™ as it is too small – less than 1.7-million shares outstanding according to the TMX. It’s website is HERE.

Issue Comments

AX.PR.E, AX.PR.I Acquired; to Trade as RFA.PR.E, RFA.PR.I

On 2025-11-10, Artis Real Estate Investment Trust announced:

that it has filed its management information circular and related meeting materials (the “Meeting Materials”) for the special meeting of Artis common unitholders, holders of preferred units, Series E (the “Series E Units”) and holders of preferred units, Series I (the “Series I Units”) to be held on Thursday, December 11, 2025 (the “Meeting”). The Meeting Materials are available under Artis’ profile on SEDAR+ at www.sedarplus.ca and on the REIT’s website at www.artisreit.com.

In addition, at the Meeting holders of Series E Units and Series I Units will be asked to consider and vote, as separate classes, to approve the Arrangement whereby RFA will also acquire all of the issued and outstanding Artis preferred units in exchange for Resulting Issuer Series E preferred shares and Series I preferred shares. The Arrangement is not conditional on preferred unitholder approval and, if approval of either Series E preferred unitholders or Series I preferred unitholders is not obtained, then both series of preferred units will remain outstanding as preferred units of Artis (provided that Artis and RFA may, on mutual agreement, allow only a series of preferred units that approves the Arrangement to be exchanged for Resulting Issuer preferred shares), which will be a subsidiary entity of the Resulting Issuer and will
remain listed on the Toronto Stock Exchange (“TSX”).

On 2025-12-11, they announced:

• 98.77% of the votes cast by common unitholders, excluding the Interested Trustee and his related parties as described in the Circular, present in person or represented by proxy at the Artis Meeting, exceeding the required two-thirds (66⅔%) majority;
• 81.19% of the votes cast by Series E preferred unitholders present in person or represented by proxy at the Artis Meeting, exceeding the required two-thirds (66⅔%) majority;
• 94.84% of the votes cast by Series I preferred unitholders present in person or represented by proxy at the Artis Meeting, exceeding the required two-thirds (66⅔%) majority;

They have now announced:

the successful completion of their combination by way of a statutory plan of arrangement under the Business Corporations Act (Ontario) and The Trustee Act (Manitoba) (the “Arrangement”), pursuant to which RFA acquired all of the outstanding common units, Series E preferred units and Series I preferred units of Artis.

Pursuant to the Arrangement, RFA Capital Holdings Inc. changed its name to “RFA Financial” and its common shares, Series E preferred shares and Series I preferred shares are expected to begin trading on the Toronto Stock Exchange (“TSX”) under the ticker symbols “RFA”, “RFA.PR.E” and “RFA.PR.I”, respectively, at market open on or about February 4, 2026. On completion of the Arrangement, RFA became a reporting issuer in each of the provinces and territories of Canada.

Upon closing of the Arrangement, Artis became a wholly-owned subsidiary of RFA. The Artis common units, Series E preferred units and Series I preferred units are expected to be delisted from the TSX at the close of market on February 3, 2026, and Artis is applying to cease to be a reporting issuer under applicable Canadian securities laws.

Affected issues are AX.PR.E and AX.PR.I.