Category: Issue Comments

Loblaw Companies Limited has announced:

its intention to redeem for cash all of its 9,000,000 outstanding Second Preferred Shares, Series B (the “Series B Shares”) on January 8, 2025 (the “Redemption Date”) at a redemption price equal to $25.00 per share, for an aggregate amount of $225 million, together with all accrued and unpaid dividends up to but excluding the Redemption Date in the amount of $0.02944 per Series B Share (collectively, the “Redemption Price”), less any tax required to be deducted and withheld by the Company.

Formal notice will be delivered to the sole registered holder of the Series B Shares in accordance with the terms of the Series B Shares contained in the Company’s articles.

The Series B Share redemption will not impact the Company’s previously announced quarterly dividend on the Series B Shares, payable on December 31, 2024 to shareholders of record on December 15, 2024. After the Series B Shares are redeemed, holders of Series B Shares will cease to be entitled to dividends and will not be entitled to exercise any rights as holders other than to receive the Redemption Price.

Non-registered holders of Series B Shares should contact their broker or other intermediary for information regarding the redemption process for the Series B Shares in which they hold a beneficial interest. The Company’s transfer agent for the Series B Shares is Computershare Trust Company of Canada (“Computershare”). Questions regarding the redemption process may be directed to Computershare at 1-800-564-6253 or by email to corporateactions@computershare.com.

Following the redemption on January 8, 2025, the Series B Shares will be delisted from and no longer trade on the Toronto Stock Exchange (“TSX”).

L.PR.B is a 5.30% Straight Perpetual commenced trading 2015-6-9 after being announced 2015-6-2. It has been tracked by HIMIPref™ but relegated to the Scraps index on credit concerns.

This was another market windfall, with the issue up 10.68% today on high volume.

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

BIP Investment Corporation, an indirect subsidiary of Brookfield Infrastructure Partners L.P., has announced (on 2024-12-02):

the voting results from the special meeting of holders of its senior preferred shares, series 1 (the “Preferred Shares”) held today in a virtual meeting format (the “Meeting”). BIPIC also announced that it intends to redeem all of the outstanding Preferred Shares for cash on December 5, 2024.

Results of Special Meeting

The special resolution (“Special Resolution”) to permit the redemption of the Preferred Shares by BIPIC at any time on not less than three business days’ notice for an amount in cash equal to C$26.75 per Preferred Share was approved by the holders of the Preferred Shares at the Meeting. Detailed voting results are set out below.

The following is a summary of the votes cast by holders of Preferred Shares with respect to the Special Resolution:

Votes For	%	Votes Against	%
451,956	80.30%	110,901	19.70%

A summary of all votes cast by holders of the Preferred Shares represented at the Meeting is available on SEDAR+ at https://sedarplus.ca/.

Redemption of Preferred Shares

BIPIC has provided notice of its intention to redeem all of the outstanding Preferred Shares for cash on December 5, 2024. The redemption price for each Preferred Share will be C$26.75. Holders of Preferred Shares of record as of November 29, 2024 will also receive the previously declared final quarterly dividend of $0.4671875 per Preferred Share on December 5, 2024.

The intention to vote was previously reported on PrefBlog.

Brookfield Office Properties Inc., a subsidiary of Brookfield Property Partners L.P., has announced:

the reset dividend rate on its Class AAA Preference Shares, Series AA (“Series AA Shares”) (TSX: BPO.PR.A).

If declared, the fixed quarterly dividends on the Series AA Shares for the five years commencing January 1, 2025 and ending December 31, 2029 will be paid at an annual rate of 6.164% ($0.38525 per share per quarter).

Holders of Series AA Shares have the right, at their option, exercisable not later than 5:00 p.m. (Toronto time) on December 16, 2024, to convert all or part of their Series AA Shares, on a one-for-one basis, into Class AAA Preference Shares, Series BB (the “Series BB Shares”), effective December 31, 2024.

The quarterly floating rate dividends on the Series BB Shares have an annual rate, calculated for each quarter, of 3.15% over the annual yield on three-month Government of Canada treasury bills. The actual quarterly dividend rate for the January 1, 2025 to March 31, 2025 dividend period for the Series BB Shares will be 1.63479% (6.6% on an annualized basis) and the dividend, if declared, for such dividend period will be $0.408698 per share, payable on March 31, 2025.

Holders of Series AA Shares are not required to elect to convert all or any part of their Series AA Shares into Series BB Shares.

As provided in the share conditions of the Series AA Shares, (i) if Brookfield determines that there would be fewer than 1,000,000 Series AA Shares outstanding after December 31, 2024, all remaining Series AA Shares will be automatically converted into Series BB Shares on a one-for-one basis effective December 31, 2024; and (ii) if Brookfield determines that there would be fewer than 1,000,000 Series BB Shares outstanding after December 31, 2024, no Series AA Shares will be permitted to be converted into Series BB Shares. There are currently 11,845,858 Series AA Shares outstanding.

The Toronto Stock Exchange (“TSX”) has conditionally approved the listing of the Series BB Shares effective upon conversion. Listing of the Series BB Shares is subject to Brookfield fulfilling all the listing requirements of the TSX and, upon approval, the Series BB Shares will be listed on the TSX under the trading symbol “BPO.PR.B”.

BPO.PR.A was issued as a FixedReset, 4.75%+315, that commenced trading 2014-10-23 after being announced 2014-10-7. BPO.PR.A reset at 4.709% effective 2020-1-1. There was no conversion. The issue is tracked by HIMIPref™ but relegated to the Scraps index on credit concerns.

TC Energy Corporation has announced:

that it does not intend to exercise its right to redeem its Cumulative Redeemable First Preferred Shares, Series 1 (Series 1 Shares) and Cumulative Redeemable First Preferred Shares, Series 2 (Series 2 Shares) on Dec. 31, 2024. As a result, subject to certain conditions:

(a) the holders of Series 1 Shares have the right to choose one of the following options with regard to their shares:

1. to retain any or all of their Series 1 Shares and continue to receive a fixed rate quarterly dividend; or

2. to convert, on a one-for-one basis, any or all of their Series 1 Shares into Series 2 Shares and receive a floating rate quarterly dividend, and

(b) the holders of Series 2 Shares have the right to choose one of the following options with regard to their shares:

1. to retain any or all of their Series 2 Shares and continue to receive a floating rate quarterly dividend; or

2. to convert, on a one-for-one basis, any or all of their Series 2 Shares into Series 1 Shares and receive a fixed rate quarterly dividend.

Should a holder of Series 1 Shares choose to retain their shares, such shareholders will receive the new annual fixed dividend rate applicable to Series 1 Shares of 4.939 per cent for the five-year period commencing Dec. 31, 2024 to, but excluding, Dec. 31, 2029. Should a holder of Series 1 Shares choose to convert their shares to Series 2 Shares, holders of Series 2 Shares will receive the floating quarterly dividend rate applicable to the Series 2 Shares of 5.401 per cent for the three-month period commencing Dec. 31, 2024 to, but excluding, Mar. 31, 2025. The floating dividend rate will be reset every quarter.

Should a holder of Series 2 Shares choose to retain their shares, such shareholders will receive the floating quarterly dividend rate applicable to Series 2 Shares of 5.401 per cent for the three-month period commencing Dec. 31, 2024 to, but excluding, Mar. 31, 2025. The floating dividend rate will be reset every quarter. Should a holder of Series 2 Shares choose to convert their shares to Series 1 Shares, holders of Series 1 Shares will receive the new fixed quarterly dividend rate applicable to the Series 1 Shares of 4.939 per cent for the five-year period commencing Dec. 31, 2024 to, but excluding, Dec. 31, 2029.

Beneficial owners of Series 1 Shares and Series 2 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. (EST) on Dec. 16, 2024. 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 1 or Series 2 Shares who do not provide notice or communicate with their broker or other nominee by the deadline will retain their respective Series 1 Shares or Series 2 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 1 Shares outstanding after Dec. 31, 2024, then all remaining Series 1 Shares will automatically be converted into Series 2 Shares on a one-for-one basis on Dec. 31, 2024, and (ii) if TC Energy determines that there would be less than one million Series 2 Shares outstanding after Dec. 31, 2024, then all of the remaining outstanding Series 2 Shares will automatically be converted into Series 1 Shares on a one-for-one basis on Dec. 31, 2024. In either case, TC Energy will issue a news release to that effect no later than Dec. 23, 2024.

Holders of Series 1 Shares and Series 2 Shares will have the opportunity to convert their shares again on Dec. 31, 2029 and 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 1 Shares and the Series 2 Shares, please see the prospectus supplement dated Sept. 22, 2009 which is available on sedarplus.ca or on our website.

About TC Energy
We’re a team of 6,500+ energy problem solvers connecting the world to the energy it needs. Our extensive network of natural gas infrastructure assets is one-of-a-kind. We seamlessly move, generate and store energy and deliver it to where it is needed most, to homes and businesses in North America and across the globe through LNG exports. Our natural gas assets are complemented by our strategic ownership and low-risk investments in power generation.

TC Energy’s common shares trade on the Toronto (TSX) and New York (NYSE) stock exchanges under the symbol TRP. To learn more, visit us at TCEnergy.com.

TRP.PR.A commenced trading 2009-9-30 after being announced 2009-9-22. It commenced life as a FixedReset, 4.60%+192, that reset to 3.266% effective 2014-12-31. Assiduous Readers may recall that I have blamed the 2014 reset of TRP.PR.A for what we might now call ‘the first half’ of the current bear market. I recommended conversion to TRP.PR.F in 2014 and there was a conversion rate of about 62%. The company announced the extension to 2024 on 2019-11-21. TRP.PR.A reset at 3.479% effective 2019-12-31. I recommended holding, or converting to, TRP.PR.A and there was a 23% net conversion to that issue.

TRP.PR.F commenced trading 2014-12-31 after a partial conversion from TRP.PR.A.

Fairfax Financial Holdings Limited has announced:

its intention to redeem all of its 7,515,642 outstanding Cumulative 5-Year Rate Reset Preferred Shares, Series C (the “Series C Shares”) and all of its 2,484,358 outstanding Cumulative Floating Rate Preferred Shares, Series D (the “Series D Shares” and, together with the Series C Shares, the “Preferred Shares”) on December 31, 2024 (the “Redemption Date”) at a redemption price equal to C$25.00 per share, for an aggregate total amount of approximately C$250 million, together with all accrued and unpaid dividends up to but excluding the Redemption Date (the “Redemption Price”), less any tax required to be deducted and withheld by Fairfax.

Formal notice will be delivered to the sole registered holder of the Preferred Shares in accordance with the terms of the Preferred Shares of the applicable series as set out in Fairfax’s articles.

Separately from the Redemption Price, (i) the final quarterly dividend of C$0.294313 per Series C Share will be paid in the usual manner to holders of Series C Shares on December 31, 2024, and (ii) the final quarterly dividend of C$0.47858 per Series D Share will be paid in the usual manner to holders of Series D Shares December 30, 2024, in each case to shareholders of record on December 13, 2024.

Fairfax intends to use a portion of the net proceeds from the previously announced public offering of C$700 million aggregate principal amount of its Senior Notes to redeem the outstanding Preferred Shares.

Non-registered holders of Preferred Shares should contact their broker or other intermediary for information regarding the redemption process for the series of Preferred Shares in which they hold a beneficial interest. Fairfax’s transfer agent for the Preferred Shares is Computershare Trust Company of Canada (“Computershare”). Questions regarding the redemption process may be directed to Computershare at 1-800-564-6253 or by email to corporateactions@computershare.com.

Following the redemption on December 31, 2024, the Series C Shares and the Series D Shares will be delisted from and no longer trade on the Toronto Stock Exchange (“TSX”).

Fairfax is a holding company which, through its subsidiaries, is primarily engaged in property and casualty insurance and reinsurance and the associated investment management.

For further information contact: John Varnell, Vice President, Corporate Development at (416) 367-4941

FFH.PR.C was issued as a cumulative FixedReset issue, 5.75%+315 that commenced trading 2009-10-5 after being announced 2009-9-29. It reset to 4.578% in 2014. I recommended in favour of conversion to FloatingResets. The conversion rate was about 40%. FFH.PR.C reset at 4.709% effective 2020-1-1. I recommended against conversion.

FFH.PR.D resulted from 40% conversion from FFH.PR.C in 2014 and commenced trading 2014-12-31.

As noted in the press release, this redemption was foreshadowed by the issuance of senior debt, with the potential redemption of preferreds being mentioned as a possible (probable?) use of proceeds.

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

DBRS has announced (on 2022-12-19 … boy, I really missed this one! My only solace is that I have it right in the HIMIPref™ database) that it:

upgraded Cenovus Energy Inc.’s (Cenovus or the Company) Issuer Rating and Senior Unsecured Debt rating to BBB (high) from BBB and the Company’s Preferred Shares rating to Pfd-3 (high) from Pfd-3. All trends are Stable. The upgrades follow the significant reduction in gross debt ($4.3 billion in 2022), which has improved the Company’s credit metrics and financial risk profile. The Stable trends reflect DBRS Morningstar’s expectation that the reduction in gross debt will allow the Company to maintain its lease-adjusted debt-to-cash flow ratio at around 1.50 times (x) under DBRS Morningstar’s base-case commodity price assumptions (see “DBRS Morningstar Updates Oil and Natural Gas Price Forecasts: Midcycle Pricing Band Widened and Oil Price Forecast Raised” dated September 26, 2022).

Stronger commodity prices, noncore asset sales, and a focus on reducing debt have allowed Cenovus to deleverage materially and well ahead of DBRS Morningstar’s expectation at the close of the acquisition of Husky Energy Inc (Husky Acquisition). Cenovus continues to prioritize deleveraging and expects to direct approximately 50% of the expected excess free funds flow (cash flow less capex, base dividends on common and preferred shares, decommissioning liabilities, and principal repayment of leases, plus proceeds from asset divestitures) surplus toward the balance sheet until it achieves its revised net debt (debt excluding operating leases and netting out of cash) target of $4.0 billion (Q3 2022: $5.28 billion). Based on its base-case commodity price assumptions, DBRS Morningstar expects Cenovus to reach its net debt target in Q1 2023. The rating upgrade is driven by DBRS Morningstar’s assessment that the reduction in gross debt in 2022 and achievement of its net debt target should allow the Company to maintain its financial risk profile commensurate with the rating through commodity price cycles. DBRS Morningstar also believes that the improvement in balance sheet strength provides the Company the flexibility to address challenges and costs associated with meeting voluntary and regulatory mandated greenhouse gas (GHG) emission reduction targets.

Cenovus’ business risk profile is strong and is underpinned by its (1) significant size (production of 777.9 thousand barrels of oil equivalent per day (Mboe/d) and upgrader/refinery throughput of 533.5 thousand barrels (bbl) per day in Q3 2022); (2) integrated upstream and downstream operations; and (3) long-life, low-cost oil sands assets at Foster Creek and Christina Lake and contracted production in Asia-Pacific. DBRS Morningstar expects the Company to maintain its business risk profile with a modest increase in near-term production driven by the Sunrise acquisition and optimization/debottlenecking projects at the Company’s oil sands assets and medium term growth through further optimization of oil sands assets and the West White Rose (WWR) project. Cenovus’ downstream integration is also expected to improve with the acquisition of the remaining stake in the Toledo refinery (expected to close in 2023), startup of the Superior refinery in Q1 2023, and capital investments aimed at optimizing and reducing operating costs at its downstream operations. The Company’s business risk profile remains constrained by its exposure to lower margin heavy and thermal oil and high concentration of oil-producing assets in Western Canada.

Cenovus expects production in 2023 to average between 800 Mboe/d and 840 Mboe/d with a budgeted capex of $4.0 billion to $4.5 billion. While capex in 2023 is higher relative to 2022 because of cost inflation and committed capital spend on the WWR project, it also includes a growth/discretionary component of $0.5 billion to $1 billion (excluding the WWR project), which could be scaled back if required. DBRS Morningstar expects the Company to generate a material free cash flow (cash flow after capex and dividends) surplus in 2023 and 2024 despite DBRS Morningstar’s expectation that the WTI price of crude oil will decline to the middle of DBRS Morningstar’s midcycle pricing band of USD 50 to USD 70 per barrel (/bbl) over the period. DBRS Morningstar expects the Company’s liquidity position to remain strong with its committed credit facilities totalling $5.5 billion remaining largely unused.

A further upgrade would require the Company to reduce gross debt and improve its lease-adjusted debt-to-cash flow ratio to consistently around 1.00x. Conversely, should oil prices weaken materially (below USD $45/bbl) and credit metrics stay weak for an extended period, DBRS Morningstar may take a negative rating action.

Affected issues are CVE.PR.A, CVE.PR.B, CVE.PR.C, CVE.PR.E and CVE.PR.G.

Cenovus Energy Inc. has announced:

it will exercise its right to redeem the Company’s 4.689% Series 3 Preferred Shares (the “Series 3 Preferred Shares”) on December 31, 2024 (the “Redemption”). All 10 million Series 3 Preferred Shares outstanding will be redeemed at the price of $25.00 per share, for an aggregate amount payable to holders of $250 million, less required withholdings, if any, funded primarily from cash on hand.

As previously announced, the Company’s Board of Directors has declared a quarterly dividend of $0.29306 per Series 3 Preferred Share payable on December 31, 2024, to shareholders of record as of December 13, 2024. This will be the final dividend paid on the Series 3 Preferred Shares.

Inquiries from registered holders of Series 3 Preferred Shares should be directed to our 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 3 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.C was issued as HSE.PR.C, a FixedReset, 4.50%+313, that commenced trading 2014-12-9 after being announced 2014-12-1. The initial reset rate announcement was quickly determined to be anomalous and eventually corrected. HSE.PR.C reset at 4.689% effective December 31, 2019 and there was no conversion. The ticker changed in January, 2021; the credit rating had shortly prior been downgraded in connection with the takeover; it was upgraded to Pfd-3(high) about a year later. The issue is tracked by HIMIPref™ and has been assigned to the Scraps – FixedResets-Discount subindex since the 2021 downgrade.

Thanks to Assiduous Readers niagara and CanSiamCyp for bringing this to my attention!

Manulife Financial Corporation announced (on 2024-10-28):

that it does not intend to exercise its right to redeem all or any of its currently outstanding 14,000,000 Non-cumulative Rate Reset Class 1 Shares Series 17 (the “Series 17 Preferred Shares”) (TSX: MFC.PR.M) on December 19, 2024. As a result, subject to certain conditions described in the prospectus supplement dated August 11, 2014 relating to the issuance of the Series 17 Preferred Shares (the “Prospectus”), the holders of the Series 17 Preferred Shares have the right, at their option, to convert all or part of their Series 17 Preferred Shares on a one-for-one basis into Non-cumulative Floating Rate Class 1 Shares Series 18 of Manulife (the “Series 18 Preferred Shares”) on December 19, 2024. A formal notice of the right to convert Series 17 Preferred Shares into Series 18 Preferred Shares will be sent to the registered holders of the Series 17 Preferred Shares in accordance with the share conditions of the Series 17 Preferred Shares. Holders of Series 17 Preferred Shares are not required to elect to convert all or any part of their Series 17 Preferred Shares into Series 18 Preferred Shares. Holders who do not exercise their right to convert their Series 17 Preferred Shares into Series 18 Preferred Shares on such date will retain their Series 17 Preferred Shares, unless automatically converted in accordance with the conditions below.

The foregoing conversion right is subject to the conditions that: (i) if, after December 4, 2024, Manulife determines that there would be less than 1,000,000 Series 17 Preferred Shares outstanding on December 19, 2024, then all remaining Series 17 Preferred Shares will automatically be converted into an equal number of Series 18 Preferred Shares on December 19, 2024, and (ii) alternatively, if, after December 4, 2024, Manulife determines that there would be less than 1,000,000 Series 18 Preferred Shares outstanding on December 19, 2024, then no Series 17 Preferred Shares will be converted into Series 18 Preferred Shares. In either case, Manulife will give written notice to that effect to any registered holders of Series 17 Preferred Shares affected by the preceding minimums on or before December 12, 2024.

The dividend rate applicable to the Series 17 Preferred Shares for the 5-year period commencing on December 20, 2024, and ending on December 19, 2029, and the dividend rate applicable to the Series 18 Preferred Shares for the 3-month period commencing on December 20, 2024, and ending on March 19, 2025, will be determined and announced by way of a news release on November 20, 2024. Manulife will also give written notice of these dividend rates to the registered holders of Series 17 Preferred Shares.

Beneficial owners of Series 17 Preferred Shares who wish to exercise their right of conversion should instruct their broker or other nominee to exercise such right before 5:00 p.m. (Toronto time) on December 4, 2024. Conversion inquiries should be directed to Manulife’s Registrar and Transfer Agent, TSX Trust Company, at 1‑800-783-9495.

Subject to certain conditions described in the Prospectus, Manulife may redeem the Series 17 Preferred Shares, in whole or in part, on December 19, 2029 and on December 19 every five years thereafter and may redeem the Series 18 Preferred Shares, in whole or in part, after December 19, 2024.

The Toronto Stock Exchange (“TSX”) has conditionally approved the listing of the Series 18 Preferred Shares effective upon conversion. Listing of the Series 18 Preferred Shares is subject to Manulife fulfilling all the listing requirements of the TSX and, upon approval, the Series 18 Preferred Shares will be listed on the TSX under the trading symbol “MFC.PR.S”.

They have now further announced (but not yet on their website):

the applicable dividend rates for its Non-cumulative Rate Reset Class 1 Shares Series 17 (the “Series 17 Preferred Shares”) (TSX: MFC.PR.M) and Non-cumulative Floating Rate Class 1 Shares Series 18 (the “Series 18 Preferred Shares”).

With respect to any Series 17 Preferred Shares that remain outstanding after December 19, 2024, holders thereof will be entitled to receive fixed rate non-cumulative preferential cash dividends on a quarterly basis, as and when declared by the Board of Directors of Manulife and subject to the provisions of the Insurance Companies Act (Canada). The dividend rate for the five-year period commencing on December 20, 2024, and ending on December 19, 2029, will be 5.54200% per annum or $0.346375 per share per quarter, being equal to the sum of the five-year Government of Canada bond yield as at November 20, 2024, plus 2.36%, as determined in accordance with the terms of the Series 17 Preferred Shares.

With respect to any Series 18 Preferred Shares that may be issued in connection with the conversion of the Series 17 Preferred Shares into the Series 18 Preferred Shares, holders thereof will be entitled to receive floating rate non-cumulative preferential cash dividends on a quarterly basis, calculated on the basis of the actual number of days elapsed in each quarterly floating rate period divided by 365, as and when declared by the Board of Directors of Manulife and subject to the provisions of the Insurance Companies Act (Canada). The dividend rate for the three-month period commencing on December 20, 2024, and ending on March 19, 2025, will be 1.44025% (5.84100% on an annualized basis) or $0.360063 per share, being equal to the sum of the three-month Government of Canada Treasury bill yield as at November 20, 2024, plus 2.36%, as determined in accordance with the terms of the Series 18 Preferred Shares.

Beneficial owners of Series 17 Preferred Shares who wish to exercise their right of conversion should instruct their broker or other nominee to exercise such right before 5:00 p.m. (Toronto time) on December 4, 2024. Conversion inquiries should be directed to Manulife’s Registrar and Transfer Agent, TSX Trust Company, at 1‑800‑783‑9495.

The Toronto Stock Exchange (“TSX”) has conditionally approved the listing of the Series 18 Preferred Shares effective upon conversion. Listing of the Series 18 Preferred Shares is subject to Manulife fulfilling all the listing requirements of the TSX and, upon approval, the Series 18 Preferred Shares will be listed on the TSX under the trading symbol “MFC.PR.S”.

MFC.PR.M was issued as a FixedReset, 3.90%+236, that commenced trading 2014-8-15 after being announced 2014-8-11. Notice of extension was published 2019-11-8. MFC.PR.M reset at 3.800% effective December 20, 2019. I recommended against conversion and there was no conversion. It is tracked by HIMIPref™ and is assigned to the FixedReset (Insurance, non-NVCC) subindex.

Fairfax Financial Holdings Limited has announced:

that it intends to offer (i) C$450 million in aggregate principal amount of Senior Notes due 2034 (the “2034 Notes”) to be priced at C$99.929 per C$100 principal amount, and (ii) C$250 million in aggregate principal amount of Senior Notes due 2054 (the “2054 Notes” and, together with the 2034 Notes, the “Senior Notes”) to be priced at C$100 per C$100 principal amount (the “Offering”). The Senior Notes will be offered through a syndicate of dealers to be led by BMO Nesbitt Burns Inc., CIBC World Markets Inc., RBC Dominion Securities Inc. and Scotia Capital Inc., as joint bookrunners, and including Merrill Lynch Canada Inc., National Bank Financial Inc., TD Securities Inc., Citigroup Global Markets Canada Inc., Desjardins Securities Inc., J.P. Morgan Securities Canada Inc., and Mizuho Securities Canada Inc., as agents. The 2034 Notes will pay a fixed rate of interest of 4.73% per annum and the 2054 Notes will pay a fixed rate of interest of 5.23% per annum. The Senior Notes will be unsecured obligations of Fairfax.

Fairfax intends to use the net proceeds of the Offering to redeem, in whole or in part, one or more series of its outstanding cumulative 5-year rate reset preferred shares or cumulative floating rate preferred shares (each such series, “Preferred Shares”) in accordance with their applicable terms. As of the date of this press release, Fairfax has not made any determination as to the specific series of Preferred Shares to be redeemed, nor the amount, timing or method of repayment. Any redemption of Preferred Shares will be subject to market conditions. Any proceeds not used to redeem Preferred Shares will be used for general corporate purposes. The Offering is expected to close on or about November 22, 2024, subject to the satisfaction of customary conditions.

The Senior Notes will be offered in all provinces and territories of Canada pursuant to Fairfax’s base shelf prospectus dated October 11, 2023 (the “base shelf prospectus”), as supplemented by a prospectus supplement (the “shelf prospectus supplement”) to be filed with the Canadian securities regulators in all of the provinces and territories of Canada. Access to the shelf prospectus supplement, the corresponding base shelf prospectus and any amendment to such documents is provided in accordance with securities legislation relating to procedures for providing access to a shelf prospectus supplement, a base shelf prospectus and any amendment. The base shelf prospectus is accessible, and the shelf prospectus supplement will be accessible within two business days from the date hereof, through SEDAR+ at www.sedarplus.ca.

The Senior Notes are offered under the shelf prospectus supplement. An electronic or paper copy of the shelf prospectus supplement, the base shelf prospectus and any amendment to the documents may be obtained, without charge, from: BMO Nesbitt Burns Inc. at DCMCADSyndicateDesk@bmo.com, CIBC World Markets Inc. at mailbox.cibcdebtsyndication@cibc.com, RBC Dominion Securities Inc. at torontosyndicate@rbccm.com or Scotia Capital Inc. at syndicate.toronto@scotiabank.com; by providing the contact with an email address or address, as applicable. The base shelf prospectus and shelf prospectus supplement contain important, detailed information about Fairfax and the proposed Offering. Prospective investors should read the base shelf prospectus and shelf prospectus supplement (when filed) before making an investment decision.

This press release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. This press release is not an offer of securities for sale in the United States, and the securities may not be offered or sold in the United States absent registration or an exemption from the registration requirements. The securities have not been and will not be registered under the United States Securities Act of 1933, as amended.

Fairfax is a holding company which, through its subsidiaries, is primarily engaged in property and casualty insurance and reinsurance and the associated investment management.

This had a huge effect on the market yesterday – when word of the marketting for this issue got out – when most of the FFH preferreds scored returns in the 10-15% range, lifting the TXPR index up over 30bp all by themselves.

The most obvious candidate for redemption is FFH.PR.C, given that its next exchange date is 2024-12-31 and otherwise will reset at +315; but another good candidates is FFH.PR.M (2025-3-31, +398). FFH.PR.K is +351, but doesn’t reset until 2027-3-31; FFH.PR.E resets 2025-3-31, but is only +216. So you guess! There are 10-million shares outstanding of FFH.PR.C / FFH.PR.D (its FixedFloater counterpart) and 9.2-million of FFH.PR.M.

Affected issues are the FixedResets FFH.PR.C, FFH.PR.E, FFH.PR.G, FFH.PR.I, FFH.PR.K, FFH.PR.M and the FloatingResets FFH.PR.D, FFH.PR.F, FFH.PR.H and FFH.PR.J.

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

Aimia Inc. has announced:

that its Board of Directors has authorized the launch of a substantial issuer bid (the “Offer”) pursuant to which Aimia will offer to purchase for cancellation up to 100% of its Cumulative Rate Reset Preferred Shares, Series 1 (the “Series 1 Shares”), Cumulative Rate Reset Preferred Shares, Series 3 (the “Series 3 Shares”) and Cumulative Floating Rate Preferred Shares, Series 4 (the “Series 4 Shares” and collectively with the Series 1 Shares and the Series 3 Shares, the “Preferred Shares”) in consideration for senior unsecured notes (the “Notes”). The Company further announces the execution of a support agreement (the “Support Agreement”) with Phillips Hager and North (“PH&N”), the largest holder of Preferred Shares, to tender all of its 7.2 million Preferred Shares under the Offer.

The launch of Offer will mark the first initiative introduced as a result of Aimia’s strategic review process designed to unlock the Company’s value.

As agreed with PH&N under the Support Agreement:
(i) The Offer will be based on the following exchange considerations:
• Series 1 Shares: $17.00 per Series 1 Share;
• Series 3 Shares: $17.50 per Series 3 Share; and
• Series 4 Shares: $18.4375 per Series 4 Share.
(ii) The Notes will:
• Have a par value of $100, and be issued at a value of 97% to par;
• Bear interest at a coupon of 9.75%, payable semi-annually; and
• Mature in five years with no annual amortization payments.
(iii) Subject to limited conditions, Aimia will have the option to pay interest in kind, for a premium of 150 basis points to the cash coupon interest rate, any time.
(iv) The Notes will be senior unsecured obligations of the Company

Assuming that all preferred shareholders tender to the Offer, the Offer will result in (i) approximately $8 million in annual cash savings when comparing the annual preferred dividends and Part VI.1 tax to the annual cash coupon interest payments, and (ii) approximately $65 million gain on the transaction, based on the exchange value of the Notes and the carrying value of the Preferred Shares exchanged net of transaction fees. Aimia considers this transaction as accretive to Common shareholders as (i) it reduces cash outflows on an annual basis, (ii) it increases the net asset value for Common shareholders and (iii) provides a payment in kind option on the interest related to Notes.

TD Securities Inc. is acting as financial advisor to Aimia with respect to the Offer.

The Offer referred to in this news release has not yet commenced. This news release is for informational purposes only and does not constitute an offer to buy or the solicitation of an offer to sell Preferred Shares. An offer to purchase the Preferred Shares in consideration for Notes will only be made pursuant to a formal offer to purchase and issuer bid circular, together with the related letter of transmittal and notice of guaranteed delivery (the “Offer Documents”). The Offer Documents, which will contain the terms and conditions of the Offer and instructions for tendering Preferred Shares, are expected to be sent to shareholders and filed with the applicable Canadian securities regulatory authorities and made available on SEDAR+ at www.sedarplus.ca within the next 30 days. The Offer will not be made to, nor will tenders be accepted from or on behalf of, holders of Preferred Shares in any jurisdiction in which the making or acceptance of offers to purchase Preferred Shares for Notes would not be in compliance with the laws of that jurisdiction. None of Aimia, its Board of Directors or TD Securities Inc. makes any recommendation to shareholders as to whether to tender or refrain from tendering any or all of their Preferred Shares to the Offer. Shareholders are urged to read the Offer Documents, when available, carefully and in their entirety, and to consult their own financial, tax and legal advisors and to make their own decisions with respect to participation in the Offer.

Affected issues are AIM.PR.A, AIM.PR.C and AIM.PR.D.

AIM.PR.A is a FixedReset, 4.50%+375, assigned to the Scraps-FixedReset (Discount) subindex. It commenced trading as AER.PR.A with an initial dividend rate of 6.50% on 2010-1-20 after being announced 2010-1-12. AIM.PR.A changed its ticker from AER.PR.A in October, 2011. The first extension was reported on PrefBlog and the reset to 4.50% was announced 2015-3-2. I recommended against conversion. There was a 43% conversion to the FloatingReset, AIM.PR.B in 2015. The 2020 extension was announced 2020-2-25. AIM.PR.A will reset to 4.802% effective 2020-3-31; at that time I opined that a decision on whether to convert or hold should be made according to each investor’s circumstances.

AIM.PR.B commenced trading 2015-3-31 as the result of the 43% conversion from AIM.PR.A noted above. I opined that a decision on whether to convert or hold should be made according to each investor’s circumstances. AIM.PR.B ceased to exist on 2020-3-31 as there was a total conversion back to AIM.PR.A.

AIM.PR.C was issued as a FixedReset, 6.25%+420, that commenced trading 2014-1-15 after being announced 2014-1-6. The extension was announced 2019-2-26. AIM.PR.C reset at 6.011% effective 2019-3-31 (not 6.01%, as stated in the original press release) I recommended against conversion and there was no conversion. Notice of extension was provided in 2024. The issue is tracked by HIMIPref™ but relegated to the Scraps-FixedReset (Discount) subindex on credit concerns.

AIM.PR.D is a FloatingReset, Bills+420, that arose from a 2024 conversion from AIM.PR.C:

Aimia Inc. (TSX: AIM) (“Aimia” or the “Company”) announced today that 2,706,112 of its 4,355,263 currently outstanding Cumulative Redeemable Rate Reset First Preferred Shares, Series 3 (“Series 3 Shares”) were tendered for conversion, on a one-for-one basis, into Cumulative Redeemable Floating Rate First Preferred Shares, Series 4 (“Series 4 Shares”) after having taken into account all election notices following the March 18, 2024 conversion deadline. As a result, on April 1, 2024, the Company will have 1,649,151 Series 3 Shares issued and outstanding and 2,706,112 Series 4 Shares issued and outstanding.

The Series 3 Shares will continue to be listed on the Toronto Stock Exchange (“TSX”) under the symbol AIM.PR.C. The Series 4 Shares will begin trading on the TSX on April 1, 2024 under the symbol AIM.PR.D, subject to the Company fulfilling all the listing requirements of the TSX. The TSX has conditionally approved the listing of the Series 4 Shares effective upon conversion.

The Series 3 Shares will pay fixed cumulative preferential cash dividends on a quarterly basis, for the five-year period from and including March 31, 2024 to but excluding March 31, 2029, if, as when declared by the Board of Directors of Aimia based on the annual fixed dividend rate of 7.773%, being equal to the five-year Government of Canada bond yield plus 4.20%, as determined in accordance with the rights, privileges, restrictions and conditions attaching to the Series 3 Shares.

The Series 4 Shares will pay quarterly floating rate cumulative preferential cash dividends for the five-year period from and including March 31, 2024 to but excluding June 30, 2024, if, as when declared by the Board of Directors of Aimia at the dividend rate of 9.181%, being equal to the three-month Government of Canada Treasury Bill yield plus 4.20% per annum, calculated on the basis of the actual number of days in such quarterly period divided by 365, as determined in accordance with the rights, privileges, restrictions and conditions attaching to the Series 4 Shares (the “Floating Quarterly Dividend Rate”). The Floating Quarterly Dividend Rate will be reset every quarter.

For more information on the terms and risks associated with an investment in the Series 3 Shares and the Series 4 Shares, please refer to Aimia’s prospectus supplement dated January 8, 2014, which is available on SEDAR+.

All inquiries regarding the conversion of Aimia’s Series 3 Shares should be directed to the Company’s Transfer Agent, TSX Trust Company at 1-800-387-0825 or
shareholderinquiries@tmx.com.

This looks like a pretty skimpy offer and the market wasn’t particularly impressed, with the TMX reporting that AIM.PR.A (Series 1) traded 1,900 shares at a VWAP of 16.74 and AIM.PR.C (Series 3) trading 1,700 at VWAP 18.14. AIM.PR.D didn’t trade at all. Maybe PH&N has been desperately trying to dump these puppies for years and has finally given up!

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