Category: Issue Comments

Dividend 15 Split Corp II has announced:

that the Notice of Special Meeting of Shareholders and Management Information Circular relating to the previously announced special meeting of the holders of the Company’s Preferred Shares and Class A Shares, to be held at 10:30 a.m. (Eastern standard time) on June 3, 2013, has been mailed to the shareholders.

The purpose of the meeting is to consider a special resolution to allow Class A and Preferred shareholders to continue their investment beyond the currently scheduled termination date of December 1, 2014. Under the proposal, the termination date would be extended by 5 years to December 1, 2019.

If the extension is approved, Class A and Preferred shareholders will be provided with a Special Retraction right which is designed to provide them with an opportunity to retract their shares and receive a retraction price that is calculated in the same way that such price would be calculated if the Company were to terminate on December 1, 2014 as originally contemplated.

The term extension proposal is being brought to shareholders well in advance of the scheduled 2014-12-1 termination date; I guess markets are good enough that management thinks they can get a good positive vote – particularly since Capital Unitholders have now received five consecutive distributions but with a valuation of $15.90 as of May 15 (compared to a NAV test of $15.00), their future entitlements are looking a little uncertain. However, just to make sure of a positive vote, the information circular specifies:

The Company will also pay a dealer whose clients hold Shares of the Company a fee of $0.05 in respect of each Preferred Share and $0.10 in respect of each Class A Share voted by the client of such dealer in favour of the matters set forth in the Notice of Special Meeting of Shareholders, to a maximum of $1,000 per beneficial holder, and provided that such client does not retract the Shares so voted pursuant to the Special Retraction Right (as defined below).

Specifically:

Shareholders are being asked at the Meeting to consider and, if thought advisable, to approve a special resolution (the Special Resolution) authorizing the Board of Directors to amend the articles of incorporation of the Company, as amended (the Articles) to:

(i) extend the term of the Company initially to December 1, 2019 while providing Shareholders with retraction rights which will effectively provide them with the same rights on such extension that they would have had if the scheduled termination date of the Company were not to be so extended,

(ii) provide the Company with the various means to ensure that, following any exercise of such special retraction right, the number of outstanding Preferred Shares and the number of outstanding Class A Shares is the same,

(iii) from and after December 1, 2019, provide the Board of Directors with the right to extend the term of the Company for further terms of five years each, while also providing Shareholders with retraction rights which will effectively provide them
with the same rights on any such extension that they would have had if the term of the Company were not to be so extended,

(iv) provide the Company with the means to ensure that, following any exercise of such retraction right, the number of outstanding Preferred Shares and the number of outstanding Class A Shares is the same,

(v) from and after December 1, 2019, provide the Company with the right to set the rate at which dividends or other distributions will be paid on the Preferred Shares for the ensuing five year renewal term, and

(vi) permit the Company to be terminated prior to any scheduled termination date if the Preferred Shares or the Class A Shares are delisted from the Toronto Stock Exchange (TSX) or if the net asset value of the Company declines to less than $5
million.

Current retraction rights will continue:

If the Special Resolution is approved, the Preferred Shares and the Class A Shares will continue to be listed and trade on the TSX and holders will also continue to have their normal monthly and annual retraction rights, as described in the Annual Information Form, until the final redemption of all the Shares.

However – and this is important – if the term extension is approved, the Special Retraction Date is very soon:

If the extension of the Termination Date is approved, a Shareholder who retracts a Class A Share under the 2013 Special Retraction Right will receive a retraction price per Class A Share equal to the net asset value per Unit calculated on June 28, 2013, less $10.00. A Shareholder who retracts a Preferred Share under the Special Retraction Right will receive a retraction price per Preferred Share equal to the lesser of (i) $10.00 and (ii) the net asset value per Unit calculated on June 28, 2013. Shareholders wishing to take advantage of the 2013 Special Retraction Right must surrender their Shares for retraction no later than the close of business on June 26, 2013. Payment for the Class A Shares or Preferred Shares so tendered for retraction pursuant to the 2013 Special Retraction Right will be made no later than July 11, 2013.

The term extension is reasonable enough, although I’m irritated that it’s occurring so much in advance of the scheduled liquidation date and that the company is spending up to $0.15 / Unit on proxy solicitation fees. I recommend that DF.PR.A shareholders vote in favour of the term extension.

DF.PR.A was last mentioned on PrefBlog when their 2011 Annual Report and 12H1 Semi-Annual Report was discussed. DF.PR.A is tracked by HIMIPref™ but is relegated to the Scraps index on credit concerns.

Dividend 15 Corp. has announced:

that the Notice of Special Meeting of Shareholders and Management Information Circular relating to the previously announced special meeting of the holders of the Company’s Preferred Shares and Class A Shares, to be held at 10:00 a.m. (Eastern standard time) on June 3, 2013, has been mailed to the shareholders.

The primary purpose of the meeting is to consider a special resolution to allow Class A and Preferred shareholders to continue their investment beyond the currently scheduled termination date of December 1, 2014. Under the proposal, the termination date would be extended by 5 years to December 1, 2019.

If the extension is approved, Class A and Preferred shareholders will be provided with a Special Retraction right which is designed to provide them with an opportunity to retract their shares and receive a retraction price that is calculated in the same way that such price would be calculated if Dividend 15 were to terminate on December 1, 2014 as originally contemplated.

The term extension proposal is being brought to shareholders well in advance of the scheduled 2014-12-1 termination date; I guess markets are good enough that management thinks they can get a good positive vote! Just to make sure, though, the information circular specifies:

The Company will also pay a dealer whose clients hold Shares of the Company a fee of $0.05 in respect of each Preferred Share and $0.10 in respect of each Class A Share voted by the client of such dealer in favour of the Extension Special Resolution, to a maximum of $1,000 per beneficial holder, and provided that such client does not retract the Shares so voted pursuant to the Special Retraction Right (as defined below).

Specifically:

Shareholders are being asked at the Meeting to consider and, if thought advisable, to approve a special resolution (the Extension Special Resolution) (the text of which is set out in Appendix A to this Circular) authorizing the Board of Directors to amend the articles of incorporation of the Company, as amended (the Articles) to

(i) extend the term of the Company initially to December 1, 2019 while providing Shareholders with retraction rights which will effectively provide them with the same rights on such extension that they would have had if the scheduled termination date of the Company were not to be so extended,

(ii) provide the Company with the various means to ensure that, following any exercise of such special retraction right, the number of outstanding Preferred Shares and the number of outstanding Class A Shares is the same,

(iii) from and after December 1, 2019, provide the Board of Directors with the right to extend the term of the Company for further terms of five years each, while also providing Shareholders with retraction rights which will effectively provide them with the same rights on any such extension that they would have had if the term of the Company were not to be so extended,

(iv) provide the Company with the means to ensure that, following any exercise of such retraction right, the number of outstanding Preferred Shares and the number of outstanding Class A Shares is the same,

(v) from and after December 1, 2019, provide the Company with the right to set the rate at which dividends or other distributions will be paid on the Preferred Shares for the ensuing five year renewal term, and

(vi) permit the Company to be terminated prior to any scheduled termination date if the Preferred Shares or the Class A Shares are delisted from the Toronto Stock Exchange (TSX) or if the net asset value of the Company declines to less than $5
million.

Shareholders are being asked at the Meeting to consider and, if thought advisable, to approve a special resolution (the Merger Special Resolution) (the text of which is set out in Appendix B to this Circular) approving the transfer of the cash assets of Capital Gains Income STREAMS Corporation and Income STREAMS III Corporation (the STREAMS Companies) into the Company through the amalgamation of the STREAMS Companies with the Company (the Merger) and all matters relating to the Merger including the agreement attached to the Circular as Appendix C, as more particularly described in the Circular.

No change in the preferred share dividend rate is proposed (at least, not until 2019). The current retraction privileges are being retained:

If the Special Resolution is approved, the Preferred Shares and the Class A Shares will continue to be listed and trade on the TSX and holders will also continue to have their normal monthly and annual retraction rights, as described in the Annual Information Form, until the final redemption of all the Shares.

However – and this is important! – the Special Retraction Right is effective very soon!

If the extension of the Termination Date is approved, a Shareholder who retracts a Class A Share under the 2013 Special Retraction Right will receive a retraction price per Class A Share equal to the net asset value per Unit calculated on June 28, 2013, less $10.00. A Shareholder who retracts a Preferred Share under the Special Retraction Right will receive a retraction price per Preferred Share equal to the lesser of (i) $10.00 and (ii) the net asset value per Unit calculated on June 28, 2013. Shareholders wishing to take advantage of the 2013 Special Retraction Right must surrender their Shares for retraction no later than the close of business on June 26, 2013. Payment for the Class A Shares or Preferred Shares so tendered for retraction
pursuant to the 2013 Special Retraction Right will be made no later than July 11, 2013.

The term extension is reasonable enough, although I’m irritated that it’s occurring so much in advance of the scheduled liquidation date and that the company is spending up to $0.15 / Unit on proxy solicitation fees. I recommend that DFN.PR.A shareholders vote in favour of the term extension and merger.

DFN.PR.A was last mentioned on PrefBlog when it was downgraded to Pfd-3 by DBRS. DFN.PR.A is tracked by HIMIPref™ but relegated to the Scraps index on credit concerns.

Standard & Poor’s has announced:

• •Following a review of Canada-based Manulife Financial Corp. (MFC) group under our revised insurance criteria, we are raising our counterparty credit rating on MFC to ‘A’ from ‘A-‘ and affirming our ‘AA-‘ financial strength ratings on Manufacturers Life Insurance Co. and core subsidiaries. The outlook is stable.
• •Since more than half its earnings come from outside the U.S., the ratings on MFC, which are now two notches below its group credit profile, are consistent with our criteria for non-U.S. insurance holding companies.
• •The ratings reflect our view of the group’s very strong business and financial risk profiles, based on its highly diverse franchise, leading market positions and very strong capital and earnings.
• •The stable outlook reflects our view that Manulife will sustain its very strong competitive position, very strong capital adequacy, and earnings capabilities.

…
More than half of MFC’s earnings are now from Canada and other non-U.S. sources, with Asia/Pacific growing the fastest. The narrower notching in Canada relative to the U.S. primarily reflects that the same regulator, the Office of the Superintendent of Financial Institutions (OSFI), supervises and regulates both the life insurance holding company and its operating subsidiaries. Under this regime, the regulator places limited restrictions on dividends between Canadian insurance operating companies and their parent regulated holding company.
…
Globally, Manulife faces low industry and country risk because its core businesses are in largely stable, major global markets, predominately Canada and the U.S. Within Canada, Manulife faces very low industry and country risk reflecting our view of very low country and low industry risks for its life insurance operations. Our view of Manulife’s country risk arises from the stable economic growth prospects, relatively effective and stable political institutions, sophisticated financial systems, and strong payment culture in Canada. In our view, Manulife’s life insurance operations are exposed to low Canadian industry risks due to high barriers to entry in a market dominated by a small number of life insurers and a strong institutional framework where the primary regulator, OSFI, maintains highly effective oversight of the industry. OSFI’s primary solvency metric, the minimum continuing capital and surplus requirement (MCCSR) ratio, comprehensively captures all insurance risks in each domestic life insurer and their international subsidiaries. Low industry risk also reflects that insurance products in Canada generally have less aggressive guarantees as well as a strong industry track record of very tight asset-liability matching. This is necessitated by a financial reporting and regulatory framework that applies fair-value accounting principles equally to both sides of the balance sheet. The framework also tends to be pro-cyclical, resulting in an earlier recognition of long-term adverse macroeconomic effects and relatively conservative reported financial results.
…
Geographically, Manulife’s premiums and deposits, as well as assets under management, are widely distributed: the U.S. represents 48% and 55%, respectively; Canada 24% and 25%; Asia 18% and 15%; and corporate and other, 10% and 5%, as of year-end 2012. The company’s strong market position reflects its top-three position among insurers in Canada, top-five position among individual life insurers in the U.S., and strong presence in key Asia-Pacific markets. Its core earnings are well balanced throughout its global operations: U.S. contributing 38%, Asia 33%, and Canada 29% as of year-end 2012.
…
We could lower the ratings if, contrary to our expectations:

• •Manulife develops a deficiency in its ERM practices that leads us to view its ERM as merely adequate rather than strong;
• •Manulife’s very strong competitive position weakens due to a loss of market position or brand strength; or
• •Capital adequacy deteriorates and becomes materially deficient at the ‘AA’ confidence level as measured by our capital model.

We could also lower the ratings on MFC by widening the notching if, contrary to our expectations, earnings from the U.S. come to dominate the group’s earnings on a sustained basis.

While a positive rating action is also unlikely in the next 24 months, we could raise the rating if Manulife’s operating performance strengthens and consistently outperforms global peers, or if capital and earnings strengthen further to a level supportive of higher ratings.

S&P is surprisingly effusive in its praise for OSFI; but for those on the verge of getting carried away, I urge a comparison between the quoted levels of US and Canadian profitability, as measured by the relative contributions of premiums, deposits and AUM vs. profit.

MFC has the following preferred share issues outstanding:

• MFC.PR.A, OperatingRetractible
• MFC.PR.B, MFC.PR.C, DeemedRetractible
• MFC.PR.D, MFC.PR.E, MFC.PR.F, MFC.PR.G, MFC.PR.H, MFC.PR.I, FixedReset

Dundee Corporation has announced:

that, further to its earlier press releases (December 14, 2012, April 15, 2013 and May 15, 2013), the proposed corporate restructuring, through a tax efficient statutory plan of arrangement (the “Arrangement”), has received the requisite shareholder approval at the Corporation’s annual and special meeting of shareholders held today (the “Meeting”). The Arrangement was approved by 98.66% of the Class A Subordinate Voting Shares of the Corporation voted at the Meeting, 100% of the Class B Common Shares of the Corporation voted at the Meeting and 98.26% of the First Preference Shares, Series 1 of the Corporation voted at the Meeting. As required under Canadian securities laws, the Arrangement was also approved by 98.57% of the Class A Subordinate Voting Shares of the Corporation voted at the Meeting, excluding shares held by “interested parties” and “control persons” of the Corporation.

The details of the Arrangement were discussed on PrefBlog in an earlier post.

DC.PR.A is tracked by HIMIPref™ but relegated to the Scraps index as none of the agencies rate the issue.

Standard & Poor’s has announced:

• •Power developer Atlantic Power Corp.’s key credit measures have continued to deteriorate. In addition, Atlantic Power has announced that, based on current projections, it may not be able to comply with the interest coverage ratio covenant in its senior revolving credit facility beginning in the third quarter of 2013.
• •We are placing the ‘BB-‘ corporate credit rating on Atlantic Power Corp. on CreditWatch with negative implications.
• •We expect to resolve the CreditWatch listing after the potential covenant violation issues are resolved. In the interim, we will also reassess our financial projections for the company given recent developments to ascertain whether near-term forecasted credit ratios remain commensurate with a ‘BB-‘ or lower rating. We expect to complete this review over the next two to three weeks.

…
To maintain ratings, we would expect average cash flow after debt service (CFADS) to debt and CFADS to interest coverage to be at least 17% and 2.4x, respectively. A downgrade could occur if the company’s CFADS to debt and CFADS to interest coverage drops below the aforementioned levels.

So S&P now rates these issues as P-4(low) [Watch-Negative].

In the company’s 13Q1 Earnings Release of May 8 they say:

Examples of such statements in this press release include, but are not limited, to statements with respect to the following:
…
compliance with the Company’s senior credit facility and the Company’s ability to obtain requested waivers and/or amendments to the senior credit facility;

but one of the subsequent developments was

Utilized portion of proceeds from the sale of the Florida Projects to fully repay $64 million of outstanding borrowings under the Company’s senior credit facility

The earnings release also noted:

• • 2013 annual guidance of $250 to $275 million in Project Adjusted EBITDA reaffirmed
• • 2013 annual Payout Ratio guidance of 65% to 75%, including cash flow from discontinued operations, reaffirmed

The section of concern is:

The Company, as previously indicated, still expects to have approximately $140 to $150 million of net cash available to invest in growth projects by mid-2013 after retaining at least $50 million of unrestricted cash and while preserving $210 to $225 million of access under its revolving credit facility. As more fully described in the Company’s quarterly report on Form 10-Q for the fiscal quarter ended March 31, 2013, the Company has initiated discussions with the lenders under its revolving credit facility to obtain a waiver of, or an amendment to, the revolving credit facility with respect to, among other things, compliance with certain ratios. The closing of the Gregory and Delta-Person asset sales in the third quarter of 2013 are expected to add further to the available net cash balance. Consistent with previous expectations, the Company plans to begin investing this cash in the second half of this year.

The 10Q for 2013Q1 states:

We must meet certain financial covenants under the terms of our senior credit facility, which are generally based on ratios as described in Note 9 to the consolidated financial statements in our Annual Report on Form 10-K for the year ended December 31, 2012. As of May 6, 2013, we were in compliance with these ratios. After further review of our currently forecasted results for the remainder of the year, we anticipate that, it is likely we will not meet the covenant in our senior credit facility requiring that our ratio of Consolidated EBITDA to Consolidated Interest Expense (as described in the senior credit facility) exceeds 2.25, with respect to the quarter-end testing date for one or more of the remaining quarterly periods in the balance of the 2013 fiscal year. We are currently in discussions with our lenders to obtain a waiver of compliance with this ratio for the balance of the fiscal year and/or an amendment to the senior credit facility. We anticipate receiving a waiver for this possible default or an amendment to the applicable ratio, although no assurance can be given that we will be successful in this regard. In addition to securing such waiver and/or amendment, we plan to seek a broader amendment of our senior credit facility to take into account changes in the business development plans at Atlantic Power, which would also take into account the potential for a breach of our Leverage Ratio in early 2014, as more fully described in ‘‘Item 1A. Risk Factors’’, and intend to initiate discussions with our lenders in this regard. In the unlikely event that we’re not successful in obtaining such waiver or amendment, based on our available cash resources, we expect to have the ability to cash collateralize the outstanding letters of credit under the senior credit facility and terminate the senior credit facility prior to any default (which would eliminate such facility as a source of liquidity).

We believe that we will be able to generate sufficient amounts of cash and cash equivalents to maintain our operations and meet obligations as they become due for the next 12 months.

The preferred share issues were confirmed at Pfd-4 by DBRS last August, as reported on 2012-8-14.

Following the acquisition of APLP, ATP’s financial profile weakened significantly, predominately due to higher leverage and weaker cash flow ratios. ATP’s balance sheet is expected to continue to be pressured by the ongoing high level of capex associated with the Canadian Hills and Piedmont Green Power projects in 2012. In the medium to long term, APT’s financing strategy is to reduce the consolidated debt-to-capital ratio (currently at 67%) to 50%. Should the Company successfully execute its deleveraging strategy and build a strong track record of maintaining a good financial profile, this will have a positive credit implication.

Canadian Utilities has announced:

it has closed its previously announced public offering of Cumulative Redeemable Second Preferred Shares Series DD, by a syndicate of underwriters co-led by RBC Capital Markets and BMO Capital Markets, and including TD Securities Inc., Scotiabank, CIBC, Canaccord Genuity Corp., and GMP Securities L.P. Canadian Utilities Limited issued 9,000,000 Series DD Preferred Shares for gross proceeds of $225 million. The Series DD Preferred Shares will begin trading on the TSX today under the symbol CU.PR.G. The proceeds will be used for capital expenditures, to repay indebtedness and for other general corporate purposes.

CU.PR.G is a Straight Perpetual, 4.50%, announced April 30. It will be tracked by HIMIPref™ and has been assigned to the PerpetualPremium index.

The issue traded an impressive 1,121,508 shares today in a range of 25.00-19 before closing at 25.07-08, 115×5. The small premium is not surprising – it has a very close relation on the market in the form of CU.PR.F, which differs in terms only in that the redemption schedule differs by three months.

Vital statistics are:

In December, 2012, Dundee Corporation announced:

that its Board of Directors has approved, in principle, to proceed with a corporate restructuring, through a tax efficient plan of arrangement (the “Arrangement”) that will distribute to shareholders of the Corporation a 50% interest in Dundee Realty Corporation, the Corporation’s 70% owned real estate subsidiary. The Corporation itself will retain a 20% interest in Dundee Realty, with Mr. Michael Cooper, the President and Chief Executive Officer of Dundee Realty, retaining the remaining 30%.

The Corporation expects that the Arrangement, when completed, will result in the establishment of a new public company, with a capital structure that emulates that of Dundee Corporation. The Arrangement will be subject to regulatory, court and shareholder approvals, as well as the listing of the distributed company’s shares on the Toronto Stock Exchange.

The Arrangement as currently proposed provides that the share structure of the new company to be distributed will emulate that of Dundee Corporation, with the Class A and Class B shares as well as the First Preference Shares, Series 1 receiving their proportionate interest in the distributed company.

Upon completion of the Arrangement, Mr. Ned Goodman, President and Chief Executive Officer of the Corporation, will continue as Chairman of the Board of Directors, and Mr. Michael Cooper will continue as President and Chief Executive Officer. Mr. Goodman and Mr. Cooper will provide our shareholders with continuity in the quality of management of our real estate operations that they have experienced to date.

Dundee then announced on April 15:

that it has entered into an arrangement agreement (the “Arrangement Agreement”) with DREAM Limited, Dundee Realty Corporation (“Dundee Realty”) and Sweet Dream Corp., the 30% shareholder of Dundee Realty owned by Michael Cooper, in connection with the previously announced (December 14, 2012) corporate restructuring, through a tax efficient plan of arrangement (the “Arrangement”).

The Arrangement will result in the establishment of a new public real estate company, DREAM Limited, to which the Corporation will, directly or indirectly, transfer its 70% interest in the common shares and Class C preference shares (collectively, the “DRC Shares”) of Dundee Realty, the Corporation’s 70% owned real estate subsidiary. Following the completion of the Arrangement, Dundee is expected to own, directly or indirectly, Class A Subordinate Voting Shares of DREAM Limited representing approximately 28.57% of the total number of outstanding Class A Subordinate Voting and Class B Common Shares of DREAM Limited, and thereby retain an approximate indirect 20% interest in the DRC Shares. Pursuant to the Arrangement, holders of Dundee’s Class A Subordinate Voting Shares and Class B Common Shares will receive, directly or indirectly, their proportionate interest based on their Dundee share ownership in DREAM Limited. Holders of Dundee’s First Preference Shares, Series 1 will receive, for each share held, (i) a new Dundee preference share with an expected liquidation amount of $18.67 and an annual dividend of 5%, and (ii) a preference share of DREAM Limited with an expected liquidation amount of $6.33 and an increased annual dividend of 5.5%. Holders of the Corporation’s First Preference Shares, Series 2 are not participating in the Arrangement.

Dundee has now announced:

that it has agreed to amend the arrangement agreement (the “Arrangement Agreement”) with DREAM Limited, Dundee Realty Corporation (“Dundee Realty”) and Sweet Dream Corp., the 30% shareholder of Dundee Realty owned by Michael Cooper, in connection with the previously announced plan of arrangement (the “Arrangement”).

Following discussions with holders of Dundee’s First Preference Shares, Series 1, Dundee determined to revise the terms of the preference shares of DREAM Limited to reflect market terms for the security. Under the Arrangement, as amended, holders of Dundee’s First Preference Shares, Series 1 will receive, for each share held, (i) a new Dundee preference share with an expected liquidation amount of approximately $18.67 and an annual dividend of 5%, as previously announced, and (ii) a preference share of DREAM Limited with an expected liquidation amount of approximately $6.33 and an increased
dividend of 7.0% (increased from 5.5% previously announced). In addition, the preference shares of DREAM Limited will be redeemable, at the option of the holder, at any time after December 31, 2013 until December 31, 2014 at 102% of the liquidation amount, at any time after December 31, 2014 until December 31, 2015 at 101% of the liquidation amount and at any time after December 31, 2015 at 100% of the liquidation amount.

All other terms of the Arrangement remain the same as disclosed in Dundee’s management information circular dated April 16, 2013 mailed to shareholders.

Fortis Inc. has announced:

Redemption of Series “C” First Preference Shares

Fortis will redeem all of the issued and outstanding First Preference Shares, Series “C” of the Corporation in accordance with their terms on July 10, 2013. The redemption price will be $25.1456 in cash per share, being equal to $25.00 plus $0.1456, representing the amount of accrued and unpaid dividends per share for the period from and including June 1, 2013 to but excluding July 10, 2013. A notice of redemption providing additional details will be mailed to the registered holders of First Preference Shares, Series C on or about May 15, 2013. As previously announced, the regular quarterly preferential cash dividend of $0.340625 per share will be paid on June 1, 2013 to the holders of First Preference Shares, Series “C” of record as of the close of business on May 17, 2013.

FTS.PR.C was last mentioned on PrefBlog when it was added to TXPR effective 2013-4-22.

The Toronto Venture Exchange has announced:

BPO PROPERTIES LTD. (“BPP.PR.G”)(“BPP.PR.J”)(“BPP.PR.M”)
BULLETIN TYPE: Amalgamation, Delist
BULLETIN DATE: May 1, 2013
TSX Venture Tier 1 Company

The TSX Venture Exchange has accepted for filing documentation pursuant to a court approved plan of arrangement (the “Arrangement”). Pursuant to the Arrangement, the Series G, J and M Preferred Shares of BPO Properties Ltd. will be exchanged for Class AAA Preference Shares of Brookfield Office Properties Inc.

Effective at the close of business, Wednesday, May 1, 2013, the Preferred Shares (BPP.PR.G, BPP.PR.J and BPP.PR.M) of the Company will be delisted from TSX Venture Exchange. At the open on May 2, 2013 on the Toronto Stock Exchange, Brookfield Office Properties Inc. will list Series V, W and Y Class AAA Preference Shares. For further information please refer to the Company’s information circular dated March 28, 2013 and the Company’s news release dated March 22, 2013.

Accordingly, DBRS has discontinued the rating:

DBRS has today discontinued the Issuer Rating and Cumulative Redeemable Preferred Shares rating of BPO Properties Ltd. (BPO or the Company). This action follows the successful completion of the previously announced transaction involving the exchange of the Company’s preferred shares for new Class AAA preference shares of Brookfield Office Properties Inc. As such, BPO no longer has any outstanding public securities.

And on May 2 they started trading as advertised. As previously reported:

Brookfield Renewable Energy Partners has announced:

the completion of its previously announced 5% perpetual Class A Preferred Shares, Series 6 (“Preferred Shares”) bought deal issue in the amount of CDN$175,000,000. Brookfield Renewable issued, through a wholly-owned subsidiary, 7,000,000 Preferred Shares at a price of CDN$25.00 per share, for total gross proceeds of CDN$175,000,000.

The offering was underwritten by a syndicate led by Scotiabank, CIBC, RBC Capital Markets and TD Securities Inc.

The Series 6 Preferred Shares will commence trading on the Toronto Stock Exchange this morning under the ticker symbol BRF.PR.F.

BRF.PR.F is a Straight Perpetual, 5.00% announced April 23. The fact that 7-million shares were issued means that the greenshoe option was exercised in full. The issue will be tracked by HIMIPref™ but relegated to the Scraps index on credit concerns.

The issue traded 289,520 shares today in a range of 24.85-94 before closing at 24.94-95, 10×151. Vital statistics are: