Category: Issue Comments

Well, that didn’t take long! On September 6 I reported ENB Acquiring Spectra: Ratings Effect Unclear, with DBRS placing ENB and W on Review-Developing.

Today, DBRS announced that it:

maintained the following ratings of Enbridge Inc. (ENB) Under Review with Developing Implications, where they were placed on September 6, 2016:

— ENB, Issuer Rating of BBB (high)
— ENB, Medium-Term Notes & Unsecured Debentures rated BBB (high)
— ENB, Cumulative Redeemable Preferred Shares rated Pfd-3 (high)
— ENB, Commercial Paper rated R-2 (high)
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DBRS had the opportunity to meet with the senior management teams of both companies prior to the Transaction being announced to discuss details of the merger. DBRS was also provided with considerable documentation relating to the Transaction. After a review of the information provided and the September 6, 2016 announcement, followed by the conference call hosted by both companies, DBRS has determined that closing of the Transaction, as announced, will not impact the credit quality of ENB’s DBRS-rated subsidiaries (EIF, EPI, EGD and EEP) and has therefore confirmed these ratings.

POTENTIAL IMPACT ON ENB
DBRS believes that the Transaction, as proposed, before considering the potential sale of non-core assets, will be neutral for ENB’s overall business risk profile.
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With respect to the financial risk profile, ENB stated that it expects to fund future growth in a manner that is consistent with maintaining a strong investment-grade credit profile with key target metrics of 15% funds from operations (FFO) to debt and five times debt-to-EBITDA, which DBRS views as falling well within the financial parameters of the existing rating and likely to be achieved in late 2018 or early 2019.
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Consequently, DBRS expects to confirm all of ENB’s ratings with Stable trends in the event that the Transaction closes as contemplated. This expectation is based on a number of key DBRS assumptions, including no new material debt at the ENB level (aside from potential migration of Spectra Capital’s long-term debt to ENB over time) as a result of the Transaction, migration of the combined entity’s common dividend payout ratio towards the low end of the 50% to 60% range over the medium term, achievement of the contemplated improvement in credit metrics over the current planning period and no increase in structural subordination at the ENB level from currently contemplated levels. Changes to any of these, and other, key assumptions would cause DBRS to revisit the current ratings.

In addition:

DBRS Limited (DBRS) has today confirmed the ratings of Spectra Energy Capital, LLC (Spectra or the Company), Westcoast Energy Inc. (Westcoast), Union Gas Limited (Union Gas), Maritimes & Northeast Pipeline Limited Partnership (M&NP) and Express Pipeline Limited Partnership & Express Pipeline LLC (Express) with Stable trends. This rating action removes the ratings from Under Review with Developing Implications under which they were placed on September 6, 2016, as follows:
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— Westcoast, First Preferred Shares – cumulative, redeemable rated Pfd-2 (low)
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DBRS has determined that the Transaction will not impact the credit quality of Spectra and its DBRS-rated subsidiaries (Westcoast, Union Gas, M&NP and Express). DBRS notes that there are no changes contemplated to Spectra, its subsidiaries and counterparties, as a result of the Transaction. As announced, the financing for the Transaction is expected to be at the Enbridge Inc. level with no incremental borrowing at the Spectra entities. As a result, DBRS views the overall impact of the Transaction, as announced, on the stand-alone credit profiles of Spectra and its DBRS-rated subsidiaries as neutral and has therefore confirmed the ratings.

Affected issues are:

ENB.PF.A, ENB.PF.C, ENB.PF.E, ENB.PF.G, ENB.PR.A, ENB.PR.B, ENB.PR.D, ENB.PR.F, ENB.PR.H, ENB.PR.J, ENB.PR.N, ENB.PR.P, ENB.PR.T, ENB.PR.Y

W.PR.H, W.PR.J, W.PR.K

Brompton Group has announced:

Dividend Growth Split Corp. (the “Company”) is pleased to announce it is undertaking a treasury offering of class A and preferred shares. The final class A and preferred share offering prices will be determined so as to be non-dilutive to the net asset value per unit of the Company as of the pricing date, as adjusted for dividends and certain expenses to be accrued prior to or upon settlement of the offering.
The Company invests in a portfolio of common shares of high quality, large capitalization companies, which have among the highest dividend growth rates of those companies included in the S&P/TSX Composite Index. Currently, the portfolio consists of common shares of the following 20 companies:

Great-West Lifeco Inc.	The Bank of Nova Scotia	CI Financial Corp.
Shaw Communications Inc.	Industrial Alliance Insurance and Financial Services Inc.	Canadian Imperial Bank of Commerce
IGM Financial Inc.	TELUS Corporation	Manulife Financial Corporation
National Bank of Canada	Power Corporation of Canada	Canadian Utilities Limited
Sun Life Financial Inc.	Royal Bank of Canada	BCE Inc.
Enbridge Inc.	Bank of Montreal	The Toronto-Dominion Bank
Rogers Communications Inc.	TransCanada Corporation

The investment objectives for the class A shares are to provide holders with regular monthly cash distributions targeted to be $0.10 per class A share and to provide the opportunity for growth in the net asset value per class A share.
The investment objectives for the preferred shares are to provide holders with fixed cumulative preferential quarterly cash distributions, currently in the amount of $0.13125 per preferred share, representing a yield on the original issue price of 5.25% per annum, and to return the original issue price to holders of preferred shares on the Company’s maturity date (November 28, 2019).

The syndicate of agents for the offering is being led by RBC Capital Markets, CIBC and Scotiabank and includes TD Securities Inc. BMO Capital Markets, National Bank Financial Inc., GMP Securities L.P., Canaccord Genuity Corp., Desjardins Securities Inc., Raymond James Ltd., Echelon Wealth Partners Inc., Haywood Securities Inc., Industrial Alliance Securities Inc. and Mackie Research Capital Corporation.

Update, 2016-9-10: Priced and sized:

Dividend Growth Split Corp. (the “Company”) is pleased to announce that the Company’s treasury offering of class A and preferred shares has been priced at $6.75 per class A share and $10.25 per preferred share. The final class A and preferred share offering prices were determined so as to be non-dilutive to the most recently calculated net asset value per unit of the Company, as adjusted for dividends and certain expenses to be accrued prior to or upon settlement of the offering, and voluntary payment of certain costs of the offering by the Manager. Gross proceeds of the offering are expected to be approximately $25 million.

Enbridge Inc. has announced:

Highlights:

• •Creates largest energy infrastructure company in North America with C$1651 billion (US$127 billion) enterprise value
• •Anticipated 15 percent annualized dividend increase in 2017 and annual 10-12 percent dividend growth thereafter through 2024. Industry leading secured project and risked development inventory of C$74 billion (US$57 billion) with C$26 billion (US$20 billion) currently in execution
• •Complementary and diversified asset base to increase customer service offerings and optionality
• •Enhanced ability to pursue projects that will improve customer access and service
• •Strengthens investment grade balance sheet
• •96 percent of cash flow generated by cost-of-service, take-or-pay, or fee-based contracts
• •Industry-leading total return potential

Enbridge Inc. (TSX:ENB) (NYSE:ENB) (Enbridge) and Spectra Energy Corp (NYSE:SE) (Spectra Energy) today announced that they have entered into a definitive merger agreement under which Enbridge and Spectra Energy will combine in a stock-for-stock merger transaction (the “Transaction”), which values Spectra Energy common stock at approximately C$37 billion (US$28 billion), based on the closing price of Enbridge’s common shares on September 2, 2016. The combination will create the largest energy infrastructure company in North America and one of the largest globally based on a pro-forma enterprise value of approximately C$165 billion (US$127 billion). The Transaction was unanimously approved by the Boards of Directors of both companies and is expected to close in the first quarter of 2017, subject to shareholder and certain regulatory approvals, and other customary conditions.

DBRS has announced that it:

has today placed all ratings of Enbridge Inc. (ENB), Enbridge Income Fund (EIF), Enbridge Pipelines Inc. (EPI), Enbridge Gas Distribution Inc. (EGD) and Enbridge Energy Partners, L.P. (EEP) Under Review with Developing Implications, as follows:
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ENB plans a 15% annualized dividend increase in 2017 and annual 10% to 12% dividend growth thereafter through 2024. This is expected to result in a common dividend payout of 50% to 60% of available cash flow from operations (ACFFO), compared with ENB’s current 50% target payout ratio. ENB also plans to divest of approximately $2 billion of non-core assets over the next 12 months to provide additional financial flexibility. Annual run-rate synergies of $540 million (USD 415 million) are expected, the majority of which is expected to be achieved in the latter part of 2018. In addition, approximately $260 million (USD 200 million) of tax savings are anticipated commencing in 2019. On a combined basis, ENB will have a secured project and risked development inventory of $74 billion (USD 56 billion) currently in execution, with a very strong contractual profile.

With respect to the financial risk profile, ENB stated that it expects to fund future growth in a manner that is consistent with maintaining a strong investment-grade credit profile with key target metrics of 15% funds from operations (FFO) to debt and five times debt-to-EBITDA. DBRS notes that both ENB and SEC have significant capex programs over the medium term, with ENB’s being back-end loaded and SEC’s being front-end loaded, with the combination smoothing out the overall pattern somewhat over the 2017 to 2019 period. DBRS expects near-term pressure on ENB’s credit metrics to continue as a result of assumption of SEC’s existing debt and the relatively high near-term capex ($12.9 billion in 2017), partly offset by issuance of substantial common equity. Execution risk with respect to generating expected proceeds from the proposed asset sales is also present.

Spectra’s subsidiary Westcoast got a passing mention from DBRS:

DBRS Limited (DBRS) has today placed the ratings of Spectra Energy Capital, LLC (Spectra Capital, or the Company) and the ratings of the Company’s DBRS-rated subsidiaries Under Review with Developing Implications. The entities covered under this rating action are:
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— Westcoast Energy Inc., First Preferred Shares – cumulative, redeemable rated Pfd-2 (low)
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DBRS will further review the potential impacts of the Transaction on Spectra Capital’s ratings and the ratings of Company’s DBRS-rated subsidiaries, with an aim to resolve the Under Review – Developing Implications status.

S&P took a more cheerful view:

• •Diversified energy companies Spectra Energy Corp. and Enbridge Inc. have announced an agreement whereby Enbridge will acquire Spectra in a stock-for-stock merger transaction totaling C$37 billion (US$28 billion). The combined company will be the largest energy company in North America and one of the top five global energy companies based on a pro forma enterprise value of about C$165 billion (US$127 billion).
• •We are placing our ratings on Spectra and its financing subsidiary Spectra Energy Capital LLC.on CreditWatch with positive implications.
• •At the same time, we placed the ratings on master limited partnership Spectra Energy Partners LP and operating subsidiary Texas Eastern Transmission L.P. on CreditWatch with positive implications.
• •We expect to resolve the CreditWatch listing when the transaction closes sometime in the first quarter of 2017, at which time we expect to raise the rating on Spectra Energy Corp. and Spectra Energy Partners and Texas Eastern one notch to ‘BBB+’, which is in line with consolidated group credit profile of Enbridge Inc.

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“The CreditWatch listing on Spectra and its operating subsidiaries reflect our expectation that we will raise the ratings in line with those of Enbridge Inc.,” S&P Global Ratings analyst Michael Grande said. “Spectra will become a wholly owned subsidiary of Enbridge, and we expect Spectra’s 2017 consolidated EBITDA of about US$3.2 billion will account for about 40% of the combined company’s pro forma cash flow.”

… and, with respect to Westcoast:

• •On Sept. 6, Enbridge Inc. announced a merger with Spectra Energy Corp. in a share exchange transaction. When the merger’s completed, Spectra subsidiary Westcoast Energy Inc. will become a wholly owned subsidiary of Enbridge Inc.
• •We are placing our ratings, including our ‘BBB’ long-term corporate credit rating, on CreditWatch with positive implications.
• •The CreditWatch placement reflects our view that once completed, Westcoast Energy could be considered core to Enbridge Inc., which would lift the rating.

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“The transaction would introduce group support from Enbridge, currently a higher rated entity than existing parent Spectra Energy,” said S&P Global
Ratings credit analyst Gerald Hannochko.

The CreditWatch placement reflects our view that if the transaction closes as expected, Westcoast would likely become core to Enbridge Inc., and the rating and outlook would be equalized with those on Enbridge Inc.

An upgrade is likely if the transaction is completed, and if we assess Westcoast’s group status as core.

Part of the apparent disagreement is that S&P rates Enbridge preferreds as P-2(low) and Westcoast as P-3(high), inverting the ranking of DBRS, which has Enbridge at Pfd-3(high) and Westcoast at Pfd-2(low). Credit ratings are not an exact science!

Affected issues are:

ENB.PF.A, ENB.PF.C, ENB.PF.E, ENB.PF.G, ENB.PR.A, ENB.PR.B, ENB.PR.D, ENB.PR.F, ENB.PR.H, ENB.PR.J, ENB.PR.N, ENB.PR.P, ENB.PR.T, ENB.PR.Y

W.PR.H, W.PR.J, W.PR.K

Update, 2016-9-7: Moody’s affirms Ba1 Preferred rating and maintains negative outlook:

Moody’s Investors Service has affirmed the Baa2 senior unsecured ratings for Enbridge Inc. (Enbridge) and its subsidiaries Enbridge Income Fund (EIF) and Enbridge Energy Limited Partnership (EELP).
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“The transaction is credit positive for Enbridge because Spectra brings increased size and scale, and helps create the largest midstream company in North America with a more diverse asset portfolio,” said Gavin MacFarlane, Moody’s Vice President — Senior Credit Officer. “But the company’s combined leverage remains elevated. We are maintaining a negative rating outlook for Enbridge until we see the company execute the transaction, the large capital program in 2017 and deleveraging plans.”
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Moody’s maintains a negative rating outlook for Enbridge based on the company’s very high levels of leverage. As of June 2016, Enbridge’s ratio of debt-to-EBITDA was 7.2x, while Spectra’s was about 5.8x and on a combined last twelve months basis their leverage was about 6.7x. The higher combined leverage is owing to the larger size of Enbridge relative to Spectra, as Spectra accounts for roughly 40% of the combined entities’ EBITDA. Moody’s continues to expect the financial metrics of both companies to improve as they progress with their capital programs. At the same time, Enbridge has announced $2 billion of asset monetizations that Moody’s expects will incrementally reduce leverage at ENB. Moody’s views the prospect of asset monetizations as credit positive and considers this as a meaningful change from a financial strategy perspective, as this represents the first time this decade that management has sought to sell assets out of the group to fund its capital program. The combination of the two entities provides more levers for management to pull in order to manage pressure on credit quality.

The negative outlook on ENB reflects its high leverage and execution risk associated with its plan to delever in a timely fashion. ENB has a plan to do so by the end of 2017 and a number of options at its disposal to reduce leverage. However, if the company fails to execute and debt-to-EBITDA of about 5.5x is unlikely to be achieved by the end of FY2017, the company could be downgraded.

Canaccord Genuity Group Inc. has announced (although not yet on their website):

the applicable dividend rates for its Cumulative 5-Year Rate Reset First Preferred Shares, Series A (the “Series A Preferred Shares”) and its Cumulative Floating Rate First Preferred Shares, Series B (the “Series B Preferred Shares”), further to its press release dated August 12, 2016 announcing that it does not intend to exercise its right to redeem all or any part of the currently outstanding Series A Preferred Shares and, as a result of which, subject to certain conditions, the holders of the Series A Preferred Shares have the right to convert all or any part of their Series A Preferred Shares into Series B Preferred Shares on a one-for-one basis.

With respect to any Series A Preferred Shares that remain outstanding after September 30, 2016, holders thereof will be entitled to receive quarterly fixed, cumulative, preferential cash dividends, if, as and when declared by the Board of Directors of the Company, subject to the provisions of the Business Corporations Act (British Columbia). The dividend rate for the five-year period commencing on October 1, 2016 and ending on and including September 30, 2021 will be 3.885% per annum, being equal to the sum of the five year Government of Canada bond yield determined as of today, plus 3.21%, in accordance with the terms of the Series A Preferred Shares.

With respect to any Series B Preferred Shares that may be issued on September 30, 2016, holders thereof will be entitled to receive quarterly floating rate, cumulative, preferential cash dividends, if, as and when declared by the Board of Directors of the Company, subject to the provisions of the Business Corporations Act (British Columbia). The dividend rate for the three-month period commencing on October 1, 2016 and ending on and including December 31, 2016 will be 3.722% per annum, being equal to the sum of the three-month Government of Canada Treasury Bill yield determined as of today, plus 3.21% (calculated on the basis of the actual number of days elapsed during such quarterly period divided by 365), in accordance with the terms of the Series B Preferred Shares. The quarterly floating dividend rate will be reset every quarter.

Beneficial owners of Series A Preferred Shares who wish to exercise their conversion right should communicate as soon as possible with their broker or other nominee to ensure their instructions are followed for exercising such right on or prior to the deadline for exercise, which is 5:00 p.m. (Toronto time) on September 15, 2016.

The previous notice of extension was reported on PrefBlog.

CF.PR.A is a 5.50%+321 FixedReset that commenced trading 2011-6-23 after being announced 2011-6-6. The reset therefore represents a 29% dividend cut.

As noted, the deadline for notifying the company of a desire to convert is 5:00 p.m. (Toronto time) on September 15, 2016, but note that custodians of your shares will have internal deadlines a day or two earlier. Hence, I will make a recommendation on whether or not to convert on September 12, 2016.

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

that it has determined the fixed dividend rate on its Class AAA Preference Shares, Series R (“Series R Shares”) (TSX: BPO.PR.R) for the five years commencing October 1, 2016 and ending September 30, 2021. If declared, the fixed quarterly dividends on the Series R Shares during that period will be paid at an annual rate of 4.155% ($0.259688 per share per quarter).

Holders of Series R Shares have the right, at their option, exercisable not later than 5:00 p.m. (Toronto time) on September 15, 2016, to convert all or part of their Series R Shares, on a one-for-one basis, into Class AAA Preference Shares, Series S (the “Series S Shares”), effective September 30, 2016.

The quarterly floating rate dividends on the Series S Shares have an annual rate, calculated for each quarter, of 3.48% over the annual yield on three-month Government of Canada treasury bills. The actual quarterly dividend rate in respect of the October 1, 2016 to December 31, 2016 dividend period for the Series S Shares will be 1.0057% (3.99% on an annualized basis) and the dividend, if declared, for such dividend period will be $0.251425 per share, payable on December 30, 2016.

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

As provided in the share conditions of the Series R Shares, (i) if Brookfield determines that there would be fewer than 1,000,000 Series R Shares outstanding after September 30, 2016, all remaining Series R Shares will be automatically converted into Series S Shares on a one-for-one basis effective September 30, 2016; and (ii) if Brookfield determines that there would be fewer than 1,000,000 Series S Shares outstanding after September 30, 2016, no Series R Shares will be permitted to be converted into Series S Shares. There are currently 10,000,000 Series R Shares outstanding.

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

BPO.PR.R is a 5.10%+348 FixedReset that commenced trading 2011-9-2 after being announced 2011-8-25. The reset therefore represents a 19% cut in dividends.

As noted, the deadline for notifying the company of a desire to convert is 5:00 p.m. (ET) on September 15, 2016, but note that custodians of your shares will have internal deadlines a day or two earlier. Hence, I will make a recommendation on whether or not to convert on September 12, 2016.

Sun Life Financial Inc. has announced:

the dividend rates for its Class A Non-Cumulative Rate Reset Preferred Shares Series 10R (the “Series 10R Shares”) and Class A Non-Cumulative Floating Rate Preferred Shares Series 11QR (the “Series 11QR Shares”).

With respect to any Series 10R Shares that remain outstanding after September 30, 2016, commencing as of that date, holders thereof will be entitled to receive non-cumulative preferential cash dividends on a quarterly basis, as and when declared by the Board of Directors of Sun Life Financial and subject to the Insurance Companies Act (Canada). The dividend rate for the five-year period commencing on September 30, 2016 to but excluding September 30, 2021 will be 2.842% per annum or $0.177625 per share per quarter, being equal to the sum of the Government of Canada Yield, as defined in the terms of the Series 10R Shares, on Wednesday, August 31, 2016 plus 2.17%, as determined in accordance with the terms of the Series 10R Shares.

With respect to any Series 11QR Shares that are issued on September 30, 2016, holders thereof will be entitled to receive floating rate non-cumulative preferential cash dividends on a quarterly basis, as and when declared by the Board of Directors of Sun Life Financial and subject to the Insurance Companies Act (Canada), based on a dividend rate equal to the sum of the T-Bill Rate, as defined in the terms of the Series 11QR Shares, plus 2.17% (calculated on the basis of the actual number of days elapsed in such Quarterly Floating Rate Period divided by 365 days), subject to certain adjustments in accordance with the terms of the Series 11QR Shares. The dividend rate for the period commencing on September 30, 2016 to but excluding December 31, 2016 will be equal to 2.682% per annum or $0.169003 per share, as determined in accordance with the terms of the Series 11QR Shares.

Beneficial owners of Series 10R Shares who wish to exercise the right of conversion should communicate as soon as possible with their broker or other nominee and should ensure that their instructions are followed in order to meet the deadline to exercise such right of conversion, which is 5:00 p.m. (ET) on Thursday, September 15, 2016.

An application will be made to list the Series 11QR Shares on the Toronto Stock Exchange.

I previously reported the notice of extension.

SLF.PR.H is a FixedReset, 3.90%+217, that commenced trading 2011-8-12 after being announced 2011-8-4. The reset dividend therefore represents a dividend cut of 27%.

As the issue does not have a NVCC clause, I have followed my current policy and added a Deemed Maturity entry to the call schedule for 2025-1-31 in the expectation that the NVCC rules will be imposed on insurers and insurance holding companies in the reasonably near future.

As noted, the deadline for notifying the company of a desire to convert is 5:00 p.m. (ET) on September 15, 2016, but note that custodians of your shares will have internal deadlines a day or two earlier. Hence, I will make a recommendation on whether or not to convert on September 12, 2016.

Intact Financial Corporation has announced:

that it does not intend to exercise its right to redeem all or any part of the currently outstanding Non-cumulative Rate Reset Class A Shares Series 3 of IFC (the “Series 3 Preferred Shares”) (TSX: IFC.PR.C) on September 30, 2016. As a result, subject to certain conditions set out in the prospectus supplement dated August 11, 2011 relating to the issuance of the Series 3 Preferred Shares (the “Prospectus”), the holders thereof will have the right, at their option, to elect to convert all or any of their Series 3 Preferred Shares into Non-cumulative Floating Rate Class A Shares Series 4 of IFC (the “Series 4 Preferred Shares”) on a one-for-one basis on September 30, 2016. Holders who do not exercise their right to convert their Series 3 Preferred Shares into Series 4 Preferred Shares on such date will retain their Series 3 Preferred Shares, unless automatically converted in accordance with the conditions below.

With respect to any Series 3 Preferred Shares that remain outstanding after September 30, 2016, commencing as of such date, holders thereof will be entitled to receive fixed non-cumulative preferential cash dividends on a quarterly basis, as and when declared by the Board of Directors of IFC. The annual dividend rate for the Series 3 Preferred Shares for the five-year period from and including September 30, 2016 to but excluding September 30, 2021 will be 3.332%, as determined in accordance with the terms of the Series 3 Preferred Shares.

With respect to any Series 4 Preferred Shares that may be issued on September 30, 2016, holders thereof will be entitled to receive floating rate non-cumulative preferential cash dividends on a quarterly basis, as and when declared by the Board of Directors of IFC. The dividend rate for the Series 4 Preferred Shares for the 3-month floating rate period from and including September 30, 2016 to but excluding December 31, 2016 will be 0.79733% (3.172% on an annualized basis), as determined in accordance with the terms of the Series 4 Preferred Shares (the “Floating Quarterly Dividend Rate”). The Floating Quarterly Dividend Rate will be reset every quarter.

The foregoing conversion right is subject to the conditions that: (i) if IFC determines that there would be less than 1,000,000 Series 3 Preferred Shares outstanding on September 30, 2016, then all remaining Series 3 Preferred Shares will automatically be converted into an equal number of Series 4 Preferred Shares on September 30, 2016, and (ii) alternatively, if IFC determines that there would be less than 1,000,000 Series 4 Preferred Shares outstanding on September 30, 2016, then no Series 3 Preferred Shares will be converted into Series 4 Preferred Shares. In either case, IFC will give written notice to that effect to any registered holders of Series 3 Preferred Shares on or before September 23, 2016.

The Series 3 Preferred 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 3 Preferred Shares must be exercised through CDS or the CDS Participant through which the Series 3 Preferred Shares are held. The deadline for the registered shareholder to provide notice of exercise of the right to convert Series 3 Preferred Shares into Series 4 Preferred Shares is 5:00 p.m. (ET) on September 15, 2016. Any notices received after this deadline will not be valid. As such, holders of Series 3 Preferred 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 well in advance of the deadline in order to provide the broker or other intermediary with time to complete the necessary steps.

Holders of the Series 3 Preferred Shares and the Series 4 Preferred Shares will have the opportunity to convert their shares again on September 30, 2021, and every five years thereafter as long as the shares remain outstanding. Subject to certain conditions described in the Prospectus, IFC may redeem the Series 3 Preferred Shares, in whole or in part, on September 30, 2021 and on September 30 every five years thereafter and may redeem the Series 4 Preferred Shares, in whole or in part, after September 30, 2016.

The Toronto Stock Exchange (“TSX”) has conditionally approved the listing of the Series 4 Preferred Shares effective on conversion. Listing of the Series 4 Preferred Shares is subject to IFC fulfilling all of the listing requirements of the TSX.

For more information on the terms of, and risks associated with an investment in, the Series 3 Preferred Shares and the Series 4 Preferred Shares, please see IFC’s prospectus supplement dated August 11, 2011 which is available on www.sedar.com.

IFC.PR.C is a FixedReset, 4.20%+266, that commenced trading 2011-8-18 after being announced 2011-8-9. Hence the reset represents a dividend cut of 21%.

As the issue does not have a NVCC clause, I have followed my current policy and added a Deemed Maturity entry to the call schedule for 2025-1-31 in the expectation that the NVCC rules will be imposed on insurers and insurance holding companies in the reasonably near future.

As noted, the deadline for notifying the company of a desire to convert is 5:00 p.m. (ET) on September 15, 2016, but note that custodians of your shares will have internal deadlines a day or two earlier. Hence, I will make a recommendation on whether or not to convert on September 12, 2016.

BMO.PR.A, the new FloatingReset that has come into existence via partial exchange from BMO.PR.Q, is now trading.

The 19% conversion rate has been reported previously. BMO.PR.Q now pays 1.805% (on par) until 2021-8-25, while BMO.PR.A will pay 3-month bills +115bp, reset quarterly.

BMO.PR.A closed August 26 with a quote of 20.00-25.00 (!).

Vital statistics are:

It will be noted that the prospectus does not mention the NVCC rules except as follows:

The Basel Committee on Banking Supervision has announced new international bank capital adequacy rules (commonly called Basel III) which will amend the existing Basel II capital management framework. The Office of the Superintendent of Financial Institutions of Canada (‘‘OSFI’’) has announced that it plans to adopt the new Basel III rules for purposes of Canadian bank capital guidelines. Under the new Basel III rules, effective January 1, 2013, all non-common Tier 1 and Tier 2 capital instruments issued by a bank must have, either in their contractual terms and conditions or by way of statute in the issuer’s home country, a clause requiring a full and permanent conversion into common shares of such bank upon certain trigger events at the point where such bank is determined to be no longer viable. The Preferred Shares Series 25 and, if and when issued, the Preferred Shares Series 26 as a result may not fully qualify as non-common Tier 1 capital under the new capital rules as no such conversion mechanism exists. For purposes of being included in the Bank’s regulatory capital under the new capital rules, the Preferred Shares Series 25 and the Preferred Shares Series 26 would be phased out beginning January 31, 2013 (their recognition will be capped at 90% of total Tier 1 capital from January 1, 2013, with the cap reducing by 10% in each subsequent year). As a result, the Bank may, with the prior approval of the Superintendent, redeem the Preferred Shares Series 25 and the Preferred Shares Series 26, if any, in accordance with their respective terms.

Accordingly, I treat these shares as having a DeemedRetraction for analytical purposes, which results in the ‘Hard Maturity’ dated 2022-1-31 in the box above.

The $0.10 price difference between the two elements of the Strong Pair BMO.PR.Q / BMO.PR.A implies a break-even three-month bill rate of +0.57% – at the high end of the range defined by other investment-grade Strong Pairs.

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Standard & Poor’s has announced:

• •We are revising our outlook on Husky Energy Inc. to stable from negative.
• •We are also affirming our ratings on the company, including our ‘BBB+’ long-term corporate credit rating (CCR) on Husky.
• •The outlook revision reflects the company’s successful completion of asset sales to date, which have strengthened cash flow metrics (on a net debt basis) above our forecast estimates from October 2015.
• •The ‘BBB+’ CCR reflects a ‘bbb’ initial anchor score, and the application of a one-notch enhancement due to our assessment of Husky as a moderately strategic holding for its major shareholder.
• •We are also removing the positive CRA modifier, because the factors supporting its initial application have been satisfied.

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We would lower the rating to ‘BBB’ if the company’s financial risk profile deteriorates materially from our current estimates. Specifically, we would lower the rating if Husky’s three-year, weighted-average FFO-to-debt ratio fell below 30%, and we believed it would remain below this threshold consistently. FFO-to-debt ratios below this level would neither support a ‘bbb’ anchor nor the application of a positive CRA modifier.

Based on our current assessment of Husky’s business risk profile, which we do not expect to strengthen during our 24-month outlook period, we do not believe the company’s financial risk profile could strengthen to the level necessary to support an ‘A-‘ rating. To support that rating, Husky’s three-year, weighted-average FFO-to-debt ratio would have to strengthen and remain above 60%, and the company would need to consistently generate positive FOCF such that its FOCF-to-debt ratio would remain above 40%. Due to the oil and gas industry’s capital-intensive nature, we do not believe an oil and gas company could generate and sustain positive FOCF at these levels, so an upgrade to ‘A-‘ is not likely during our outlook period.

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

Canaccord Genuity Group Inc. has announced:

that it does not intend to exercise its right to redeem all or any part of the currently outstanding Cumulative 5-Year Rate Reset First Preferred Shares, Series A of the Company (the “Series A Preferred Shares”) on September 30, 2016 (the “Conversion Date”). There are currently 4,540,000 Series A Preferred Shares outstanding.

As a result and subject to certain conditions set out in the short form prospectus dated June 16, 2011 relating to the issuance of the Series A Preferred Shares, the holders of the Series A Preferred Shares have the right, at their option, to convert all or any of their Series A Preferred Shares, on a one-for-one basis, into Cumulative Floating Rate First Preferred Shares, Series B of the Company (the “Series B Preferred Shares”) on the Conversion Date (the “Conversion Privilege”). A formal notice of the Conversion Privilege will be sent to the registered holder of the Series A Preferred Shares.
Holders who do not exercise their right to convert their Series A Preferred Shares into Series B Preferred Shares will continue to hold their Series A Preferred Shares and will have the opportunity to convert their shares again on September 30, 2021, and every five years thereafter as long as the shares remain outstanding.

The foregoing Conversion Privilege is subject to the following conditions: (i) if the Company determines that there would be less than 1,000,000 Series B Preferred Shares outstanding on the Conversion Date, then holders of Series A Preferred Shares will not be entitled to convert their shares into Series B Preferred Shares; and (ii) alternatively, if the Company determines that there would remain outstanding less than 1,000,000 Series A Preferred Shares on the Conversion Date, then all remaining Series A Preferred Shares will automatically be converted into Series B Preferred Shares on a one-for-one basis on the Conversion Date. In either case, the Company will give written notice to that effect to any registered holders affected by the preceding conditions of the Series A Preferred Shares no later than September 23, 2016.

The dividend rate applicable to the Series A Preferred Shares for the five-year period commencing on October 1, 2016 and ending on and including September 30, 2021, and the dividend rate applicable to the Series B Preferred Shares for the three-month period commencing on October 1, 2016 and ending on and including December 31, 2016, will be determined and announced by way of a press release on September 1, 2016.

Beneficial owners of Series A Preferred Shares who wish to exercise their Conversion Privilege should communicate as soon as possible with their broker or other nominee to obtain instructions for exercising such right during the conversion period, which runs from August 31, 2016 until 5:00 p.m. (Toronto time) on September 15, 2016.

No surprise here, since CF.PR.A is a 5.50%+321 FixedReset that commenced trading 2016-6-23 after being announced 2011-6-6. CF.PR.A is tracked by HIMIPref™ but relegated to the Scraps index on credit concerns.