Category: Issue Comments

Issue Comments

EMA.PR.C To Reset To 6.434%

Emera Incorporated has announced:

the applicable dividend rates for its Cumulative Rate Reset First Preferred Shares, Series C (the “Series C Shares”) and Cumulative Floating Rate First Preferred Shares, Series D (the “Series D Shares”), in each case, payable if, as and when declared by the Board of Directors of the Company:

  • 6.4340% per annum on the Series C Shares ($0.40213 per Series C Share per quarter), being equal to the sum of the Government of Canada bond yield as at July 17, 2023, plus 2.65%, payable quarterly on the 15th of February, May, August and November of each year during the five-year period commencing on August 15, 2023 and ending on (and inclusive of) August 14, 2028; and
  • 7.6040% on the Series D Shares of the Company (the “Series D Shares”) for the three-month period commencing on August 15, 2023 and ending on (and inclusive of) November 14, 2023 ($0.47916 per Series D Share for the quarter), being equal to the sum of the three-month Government of Canada treasury bill yield rate as at July 17, 2023, plus 2.65% (calculated on the basis of the actual number of days elapsed during the quarter divided by 365), payable on the 15th of November 2023. The quarterly floating dividend rate will be reset every quarter.

Subject to certain conditions set out in the prospectus supplement of the Company dated May 31, 2012, to the amended and restated short form base shelf prospectus dated February 18, 2011, relating to the issuance of the Series C Shares (collectively, the “Prospectus”), holders of the Series C Shares have the right, at their option, to convert all or any of their Series C Shares, on a one-for-one basis, into Series D Shares on August 15, 2023 (the “Conversion Date”). On such date, holders who do not exercise their right to convert their Series C Shares into Series D Shares will continue to hold their Series C Shares. The foregoing conversion right is subject to the following:

  • if the Company determines that there would be less than 1,000,000 Series D Shares outstanding on the Conversion Date, then holders of Series C Shares will not be entitled to convert their shares into Series D Shares, and
  • alternatively, if the Company determines that there would remain outstanding less than 1,000,000 Series C Shares on the Conversion Date, then all remaining Series C Shares will automatically be converted into Series D Shares on a one-for-one basis on the Conversion Date.

Holders of Series C Shares who wish to exercise their conversion right should communicate with their broker or other nominee to obtain instructions for exercising such right during the conversion period, which runs from July 17, 2023 until 5:00 p.m. (EDT) on July 31, 2023. Any notices received after this deadline will not be valid. Holders of Series C Shares who wish to exercise their conversion right must carefully follow the procedures and instructions received from their broker or other nominee and contact their broker or other nominee if they need assistance. Such broker or nominee may set deadlines for the return of instructions that are well in advance of the 5:00 p.m. (EDT) deadline on July 31, 2023. As such, it is recommended that holders of Series C Shares communicate instructions to their broker or nominee well in advance of the deadline in order to provide their broker or other nominee with adequate time to complete the necessary steps prior to the deadline.

Holders of Series C Shares who do not provide notice or communicate with their broker or other nominee by the deadline will retain their Series C Shares and receive the new annual fixed dividend rate applicable to the Series C Shares, subject to the conditions stated above. Holders of Series C Shares will have the opportunity to convert their shares again on August 15, 2028 and every five years thereafter as long as the shares remain outstanding. For more information on the terms of, and risks associated with, an investment in Series C Shares and Series D Shares, please see the Company’s Prospectus, which is available on SEDAR at www.sedar.com.

EMA.PR.C was issued as a FixedReset, 4.10%+265, that commenced trading 2012-6-7 after being announced 2012-5-29. After notice of extension in 2018 the rate was reset to 4.721%; I recommended against conversion; there was no conversion. DBRS discontinued coverage of Emera in June, 2016. Notice of extension was given in 2023. The preferreds are rated P-3(high) by S&P. It is tracked by HIMIPref™ and is assigned to the Scraps – FixedReset (Discount) subindex.

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

Issue Comments

EMA.PR.C To Be Extended

Emera Incorporated has announced:

that it does not intend to exercise its right to redeem all or any part of the currently outstanding Cumulative Rate Reset First Preferred Shares, Series C of the Company (the “Series C Shares”) on August 15, 2023. There are currently 10,000,000 Series C Shares outstanding.

Subject to certain conditions set out in the prospectus supplement of the Company dated May 31, 2012, to the amended and restated short form base shelf prospectus dated February 18, 2011, relating to the issuance of the Series C Shares (collectively, the “Prospectus”), the holders of the Series C Shares have the right, at their option, to convert all or any of their Series C Shares, on a one-for-one basis, into Cumulative Floating Rate First Preferred Shares, Series D of the Company (the “Series D Shares”) on August 15, 2023 (the “Conversion Date”). On such date, holders who do not exercise their right to convert their Series C Shares into Series D Shares will continue to hold their Series C Shares.

The foregoing conversion right is subject to the following:

if the Company determines that there would be less than 1,000,000 Series D Shares outstanding on the Conversion Date, then holders of Series C Shares will not be entitled to convert their shares into Series D Shares, and

alternatively, if the Company determines that there would remain outstanding less than 1,000,000 Series C Shares on the Conversion Date, then all remaining Series C Shares will automatically be converted into Series D Shares on a one-for-one basis on the Conversion Date.
In either case, Emera will give written notice to that effect to holders of Series C Shares no later than August 8, 2023.

The dividend rate applicable for the Series C Shares for the five-year period commencing on August 15, 2023 and ending on (and inclusive of) August 14, 2028, and the dividend rate applicable to the Series D Shares for the 3-month period commencing on August 15, 2023 and ending on (and inclusive of) November 14, 2023, will be determined on July 17, 2023 and notice of such dividend rates shall be provided to the holders of the Series C Shares on that day.

Holders of Series C Shares who wish to exercise their conversion right should communicate with their broker or other nominee to obtain instructions for exercising such right during the conversion period, which runs from July 17, 2023 until 5:00 p.m. (EDT) on July 31, 2023. 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 their broker or other nominee with adequate time to complete the necessary steps.

Holders of Series C Shares who do not provide notice or communicate with their broker or other nominee by the deadline will retain their Series C Shares and receive the new annual fixed dividend rate applicable to the Series C Shares, subject to the conditions stated above. Holders of Series C Shares will have the opportunity to convert their shares again on August 15, 2028 and every five years thereafter as long as the shares remain outstanding. For more information on the terms of, and risks associated with, an investment in Series C Shares and Series D Shares, please see the Company’s Prospectus, which is available on SEDAR at www.sedar.com.

EMA.PR.C was issued as a FixedReset, 4.10%+265, that commenced trading 2012-6-7 after being announced 2012-5-29. After notice of extension in 2018 the rate was reset to 4.721%; I recommended against conversion; there was no conversion. DBRS discontinued coverage of Emera in June, 2016. The preferreds are rated P-3(high) by S&P. It is tracked by HIMIPref™ and is assigned to the Scraps – FixedReset (Discount) subindex.

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

Issue Comments

EMA.PR.H To Be Extended

Emera Incorporated has announced:

that it does not intend to exercise its right to redeem all or any part of the currently outstanding Cumulative Minimum Rate Reset First Preferred Shares, Series H of the Company (the “Series H Shares”) on August 15, 2023. There are currently 12,000,000 Series H Shares outstanding.

Subject to certain conditions set out in the prospectus supplement of the Company dated May 22, 2018, to the short form base shelf prospectus dated May 16, 2018, relating to the issuance of the Series H Shares (collectively, the “Prospectus”), the holders of the Series H Shares have the right, at their option, to convert all or any of their Series H Shares, on a one-for-one basis, into Cumulative Floating Rate First Preferred Shares, Series I of the Company (the “Series I Shares”) on August 15, 2023 (the “Conversion Date”). On such date, holders who do not exercise their right to convert their Series H Shares into Series I Shares will continue to hold their Series H Shares.

The foregoing conversion right is subject to the following:

if the Company determines that there would be less than 1,000,000 Series I Shares outstanding on the Conversion Date, then holders of Series H Shares will not be entitled to convert their shares into Series I Shares, and
alternatively, if the Company determines that there would remain outstanding less than 1,000,000 Series H Shares on the Conversion Date, then all remaining Series H Shares will automatically be converted into Series I Shares on a one-for-one basis on the Conversion Date.
In either case, Emera will give written notice to that effect to holders of Series H Shares no later than August 8, 2023.

The dividend rate applicable for the Series H Shares for the five-year period commencing on August 15, 2023 and ending on (and inclusive of) August 14, 2028, and the dividend rate applicable to the Series I Shares for the 3-month period commencing on August 15, 2023 and ending on (and inclusive of) November 14, 2023, will be determined on July 17, 2023 and notice of such dividend rates shall be provided to the holders of the Series H Shares on that day.

Holders of Series H Shares who wish to exercise their conversion right should communicate with their broker or other nominee to obtain instructions for exercising such right during the conversion period, which runs from July 17, 2023 until 5:00 p.m. (EDT) on July 31, 2023. 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 their broker or other nominee with adequate time to complete the necessary steps.

Holders of Series H Shares who do not provide notice or communicate with their broker or other nominee by the deadline will retain their Series H Shares and receive the new annual fixed dividend rate applicable to the Series H Shares, subject to the conditions stated above. Holders of Series H Shares will have the opportunity to convert their shares again on August 15, 2028 and every five years thereafter as long as the shares remain outstanding. For more information on the terms of, and risks associated with, an investment in Series H Shares and Series I Shares, please see the Company’s Prospectus, which is available on SEDAR at www.sedar.com.

EMA.PR.H is a FixedReset, 4.90%+254M490, that commenced trading 2018-5-31 after being announced 2018-5-17. It is tracked by HIMIPref™ but has been relegated to the Scraps – FixedReset (Discount) subindex on credit concerns.

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

Issue Comments

RCG.PR.B: DBRS Downgrades Trend to Stable

DBRS has announced that it:

changed the trend on RF Capital Group Inc.’s (RF Capital or the Company) Cumulative Preferred Shares to Stable from Positive. DBRS Morningstar also confirmed the Cumulative Preferred Shares rating at Pfd-4 (high). The Company’s Support Assessment is SA3.

KEY RATING CONSIDERATIONS
The trend change to Stable from Positive reflects in part the weaker macroeconomic outlook, which is likely to result in continued market uncertainty and slower growth in investable assets, both of which are factors that can negatively affect RF Capital’s earnings and the timely realization of its strategic goals. Moreover, RF Capital has ambitious growth plans that require significant investment. While DBRS Morningstar views these investments positively in the long term, the growth initiatives, including expenditures on technology platforms, have pressured profitability and free cash flow in recent quarters. Future investments are not expected to adversely affect earnings in the same manner.

The rating confirmation recognizes the Company’s solid wealth management franchise, which is underpinned by its good reputation and stability in assets under administration (AUA) and its continued progress in executing its strategic vision. A significant portion of revenues are fee based, supporting the consistency of underlying earnings. DBRS Morningstar sees operational risk as a key risk for the Company to manage and expects that investments and upgrades to various technology platforms to help service clients should provide a longer-term benefit to RF Capital’s operational capabilities as well as its expense base. The rating also considers that RF Capital could face challenges in executing its ambitious strategy for future growth. Furthermore, in order to grow the business through advisor acquisition, RF Capital may require an increase in leverage.

RATING DRIVERS
Continued franchise momentum and return to consistent profitability, while maintaining solid balance sheet fundamentals, would lead to a rating upgrade. Conversely, DBRS Morningstar would downgrade the rating if RF Capital’s acquisition strategy leads to a material increase in leverage or if there are any significant operational or reputational issues.

RATING RATIONALE
RF Capital’s rating benefits from its long-standing presence and good reputation in Canada, where it operates in the independent wealth advisory space. At $35.4 billion in AUA as of May 31, 2023, the Company is one of the larger independent players in an industry dominated by the wealth management arms of the large Canadian banks and is further aiming to grow in this space both organically and through acquisitions. To achieve its desired scale, RF Capital has embarked on an ambitious multiyear growth strategy, aiming to grow its AUA nearly threefold to $100 billion in the next three to five years and its adjusted EBITDA to between $200 million and $300 million. To that end, the Company has made significant investments in advisor recruitment and support and succession planning initiatives. RF Capital has also made considerable investments in recent years in its technology, including moving its advisory platform to Fidelity Clearing Canada’s (Fidelity) uniFide platform and partnering with Envestnet to support its advisors via digital tools, among other items. While positive for the Company’s long-term growth prospects, the investments have resulted in significant nonrecurring implementation costs in the short term, which in turn has reduced EBITDA. Operational risk remains high relative to historical levels, although it has declined from the prior year as the Company completes its technology projects. Supplier risk is moderately higher than before, given the outsourcing of several business functions. The weaker macroeconomic outlook for Canada may also affect the Company’s ability to realize its strategic goals in a timely manner, including its planned foray into opportunistic acquisitions and strategic partnerships, as well as potentially reduce its net flows and, in turn, its fee-based revenues.

At $67.8 million, wealth management revenue declined in Q1 2023 compared with Q1 2022, driven in part by a modest decline in AUA and lower fee revenue. Conversely, interest revenue increased because of higher interest rates. At 90% at Q1 2023, a high proportion of commissionable revenue is fee based, a key support for the rating. The adjusted EBITDA margin (which excludes transformation costs and the amortization of acquired intangibles) stood at 14.9% in Q1 2023 versus 12.5% in Q1 2022 as an increase in gross margin more than offset an increase in adjusted operating expenses.

Following the sale of its capital markets business in 2019 and the more recent move to use Fidelity as the provider of custody, clearing, and trade settlement services, RF Capital’s on balance sheet risk is minimal and reduced compared with prior years. Market fluctuations can result in a decline in AUA or increase in redemption rates and fund outflows, adversely affecting earnings. Expense management is critical to maintaining earnings, given the largely fixed nature of operating costs (not including variable advisor compensation). The material progress made in increasing the Company’s scale, as well as the realization of run-rate operating expense savings from the transition to the Fidelity platform, can be expected to improve future profitability. Nonetheless, DBRS Morningstar expects earnings to remain muted over the next year.

The Company is sufficiently funded and has in place a $200 million revolving credit facility (out of which $80.5 million was drawn at Q1 2023) to facilitate investments in platforms, recruiting, and finance advisor team acquisition. The Company reported a fixed-charge coverage ratio (using adjusted EBITDA) of 4.1 times (x) for 2022. Furthermore, RF Capital holds appropriate working capital levels to manage its day-to-day liquidity needs. Regulatory capital requirements are minimal and well within the Company’s capacity. The Company employs a moderate amount of leverage with debt (including 25% of preferred shares per DBRS Morningstar criteria) to adjusted EBITDA of 2.7x in Q1 2023.

The affected issue is RCG.PR.B.

Issue Comments

DGS.PR.A : DBRS Downgrades to Pfd-3(low)

DBRS has announced that it:

downgraded its rating on the Preferred Shares issued by Dividend Growth Split Corp. (the Company) to Pfd-3 (low) from Pfd-3. The Preferred Shares have experienced a considerable drop in downside protection (to 31.5% in June 2023 from 38.9% in May 2022) as a result of the decline in the portfolio’s net asset value (NAV) in response to the volatility in the stock market, which was triggered by the mix of the global high inflationary environment, tighter monetary policies, and various geopolitical events, such as the Russia-Ukraine war. The Company’s maturity date is September 27, 2024. The board of directors may extend the term of the Company and the shares by successive terms of up to five years, provided that shareholders are given an optional retraction right at the end of each successive term.

The Company invests in a portfolio consisting primarily of equity securities of Canadian dividend growth companies. In addition, the Company may hold up to 20% of the total assets of the portfolio directly in global dividend growth companies or indirectly through exchange-traded funds for diversification and improved return potential. To qualify for inclusion in the portfolio, at the time of investment and at the time of each periodic reconstitution and/or rebalancing, each dividend growth company included directly in the portfolio must (1) have a market capitalization of at least $2.0 billion and (2) have a history of dividend growth. Investments will generally be equal weighted at the time of investment; however, after rebalancing the portfolio, the Company may hold nonequal weight positions.

Dividends received from the portfolio are used to pay fixed cumulative quarterly dividends equal to $0.55 per annum (p.a.) to each Preferred Shareholder, yielding 5.5% on the original issue price of $10.00. Holders of Class A Shares receive monthly distributions targeted at $1.20 p.a. The NAV test in place prevents any distributions to the Class A Shares if the Company’s NAV falls below 1.5 times (x) the principal amount of the outstanding Preferred Shares. Distributions to the Class A Shares are currently suspended.

As of June 8, 2023, the downside protection stood at 31.5%, compared with 38.9% as on May 30, 2022. Dividend coverage based on the current dividend yield on the portfolio was 0.6x. Without giving consideration to the capital appreciation potential or any source of income other than the dividends earned by the portfolio, the targeted monthly distributions to the Class A Shares are likely to create a grind on the portfolio’s NAV equivalent to 1.4% over the remaining term to maturity. The Company can write covered call options for some or all of the portfolio’s common shares to generate additional income to supplement the dividends received on the portfolio. The Company can engage in securities lending.

Considering the amount of downside protection, the term extension, and the projected grind on the portfolio, DBRS Morningstar downgraded the rating on the Preferred Shares to Pfd-3 (low) from Pfd-3.

The main constraints to the rating are as follows:

(1) The downside protection available to holders of the Preferred Shares depends on the value and dividend policies of the securities in the portfolio. In current times, valuation is exposed to market fluctuations resulting from high inflation, economic slowdown, global supply chain disruptions, and the Russia-Ukraine war.

(2) Volatility of price and changes in the dividend policies of the underlying issuers may result in significant reductions in the Preferred Shares’ dividend coverage or downside protection from time to time.

(3) Dividends and interest received on the portfolio are currently unable to fully cover distributions on the Preferred Shares.

(4) The Company relies on the portfolio manager to generate additional income, through option writing, to meet distributions and other trust expenses without having to liquidate the portfolio’s securities.

(5) Stated monthly distributions on the Class A Shares will likely create a grind on the portfolio. This risk is mitigated by an asset coverage test of 1.5x that ensures sufficient levels of downside protection to the holders of the Preferred Shares.

DGS.PR.A has a Whole Unit NAVPU of 14.75 as of 2023-6-15. It’s a big issue, with over 48-million Whole Units (preferred share + Capital Unit) outstanding as of 2023-6-21.

Issue Comments

LBS.PR.A To Extend Term

Brompton Group has announced (on 2023-4-4):

Life & Banc Split Corp. (the “Company”) is pleased to announce that the board of directors has approved an extension of the maturity date of the Class A and Preferred shares of the Company for an additional 5-year term to October 30, 2028. The Preferred share dividend rate for the extended term will be announced at least 60 days prior to the original October 30, 2023 maturity date and will be based on market yields for preferred shares with similar terms at that time. The 5-year term extension allows Class A shareholders to continue to invest in the Canadian financials sector with an attractive distribution rate of 13.7% based on the April 3, 2023 closing price and the opportunity for capital appreciation. As well, the extension of the term of the Company is not a taxable event and enables shareholders to defer potential capital gains tax liability that would have otherwise been realized on the redemption of the Class A shares or Preferred shares at the end of the term, until such time as such shares are disposed of by shareholders.

Since inception on October 17, 2006 to February 28, 2022, the Class A shares have delivered a 10.5% per annum total return, outperforming the S&P/TSX Capped Financials Index by 2.3% per annum and the S&P/TSX Composite Index by 4.2% per annum.(1) Since inception to February 28, 2023, Class A shareholders have received cash distributions of $17.85 per share. Class A shareholders also have the option to reinvest their cash distributions in a dividend reinvestment plan which is commission free to participants.

The term extension offers Preferred shareholders the opportunity to enjoy preferential cash dividends until October 30, 2028. Since inception, the Preferred shares have delivered a 5.2% per annum total return, outperforming the S&P/TSX Preferred Share Index by 3.3% per annum with lower volatility.(1) The Company invests, on an approximately equal weighted basisin a portfolio consisting of common shares of the six largest Canadian banks (currently, Bank of Montreal, Canadian Imperial Bank of Commerce, National Bank of Canada, Royal Bank of Canada, The Bank of Nova Scotia and The Toronto-Dominion Bank) and the four major publicly traded Canadian life insurance companies (currently, iA Financial Corporation Inc., Sun Life Financial Inc., Manulife Financial Corp. and Great-West Lifeco Inc.).

Issue Comments

ENS.PR.A To Reset At 7.00%

Middlefield Group Inc. has announced (on 2023-4-26):

The board of directors of E Split Corp. (the “Company”) has extended the maturity date of the Company for an additional 5-year term to June 30, 2028, as was detailed in the press release dated February 1, 2023.

The Company is pleased to announce that the distribution rate for the Preferred Shares for the new 5-year term from June 30, 2023 to June 30, 2028 will be $0.70 per annum (7.0% on the original issue price of $10) payable quarterly. The new distribution rate represents a 33.3% increase from the current $0.525 per annum distribution rate and provides investors with a competitive yield reflecting current market yields for preferred shares with similar terms. The new 5-year term extension also offers Preferred shareholders the opportunity to enjoy preferential cash dividends until June 30, 2028. Since inception from June 29, 2018 to March 31, 2023, the Preferred Share has delivered an attractive 5.3% per annum return.

In addition, the Company intends to maintain the targeted monthly Class A Share distribution rate at $0.13 per Class A Share. Since inception to March 31, 2023, the Class A shares have delivered a 11.1% per annum total return, including cash distributions of $7.01 per share. Class A shareholders also have the option to reinvest their cash distributions in a dividend reinvestment plan which is commission free to participants.

The term extension allows Class A shareholders to continue to have exposure to common shares of Enbridge Inc. (“Enbridge”), a leading North American pipeline, natural gas processing and distribution company, while benefiting from an attractive distribution rate of 11.0% per annum based on the April 25, 2023 net asset value per share and the opportunity for capital appreciation. As North America’s largest midstream company, Enbridge has generated highly predictable, resilient cash flow and has provided superior dividend growth and value creation through various
commodity price cycles.

In connection with the extension, Shareholders can continue to hold their shares of both Classes and receive the new, higher distribution rate on the Preferred Shares by taking no action. Shareholders who do not wish to continue their investment in the Company, will be able to retract Preferred Shares or Class A Shares on June 30, 2023 pursuant to a special retraction right 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 June 30, 2023. Pursuant to this option, the retraction price may be less than the market price if the shares are trading at a premium to net asset value. To exercise this retraction right, shareholders must provide notice to their investment dealer by May 31, 2023 at 5:00 p.m. (Toronto time). Alternatively, shareholders may sell their Preferred Shares and/or Class A Shares through their securities dealer for the market price at any time, potentially at a higher price than would be achieved through retraction.

E Split Corp. invests in common shares of Enbridge and intends to purchase Enbridge common shares from time to time in the market or through participation in future public offerings by Enbridge.

Issue Comments

CPX.PR.E To Reset To 6.631%

Capital Power Corporation has announced:

that it has notified registered shareholders of its Cumulative Rate Reset Preference Shares, Series 5 (Series 5 Shares) (TSX: CPX.PR.E) of the Conversion Privilege and Dividend Rate Notice.

Subject to certain conditions, beginning on May 31, 2023 and ending at 5:00 p.m. (Toronto time) on June 15, 2023, each registered holder of Series 5 Shares will have the right to elect to convert any or all of their Series 5 Shares into an equal number of Cumulative Floating Rate Preference Shares, Series 6 (Series 6 Shares) by delivering an Election Notice to the Corporation.

If Capital Power does not receive an Election Notice from a holder of Series 5 Shares during the time fixed therefor, then the Series 5 Shares shall be deemed not to have been converted (except in the case of an Automatic Conversion, see below). Holders of the Series 5 Shares and the Series 6 Shares will have the opportunity to convert their shares again on June 30, 2028, and every five years thereafter as long as the shares remain outstanding.

Effective June 30, 2023, on May 31, 2023, the Annual Fixed Dividend Rate for the Series 5 Shares was set for the next five-year period at 6.63100%. Effective June 30, 2023, on May 31, 2023, the Floating Quarterly Dividend Rate for the Series 6 Shares was set for the first Quarterly Floating Rate Period (being the period from and including June 30, 2023, to but excluding September 30, 2023) at 1.94410%. The Floating Quarterly Dividend Rate will be reset every quarter.

The Series 5 Shares are issued in “book entry only” form and, as such, the sole registered holder of the Series 5 Shares is CDS Clearing and Depository Services Inc. (CDS). All rights of beneficial holders of Series 5 Shares must be exercised through CDS or the CDS participant through which the Series 5 Shares are held. The deadline for the registered shareholder to provide notice of exercise of the right to convert Series 5 Shares into Series 6 Shares is 3:00 p.m. (MT) / 5:00 p.m. (ET) on June 15, 2023. Any Election Notices received after this deadline will not be valid. As such, beneficial holders of Series 5 Shares who wish to exercise their rights 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.

After June 15, 2023, (i) if Capital Power determines that there would remain outstanding on June 30, 2023, less than 1,000,000 Series 5 Shares, all remaining Series 5 Shares will be automatically converted into Series 6 Shares on a one-for-one basis effective June 30, 2023 (an Automatic Conversion); or (ii) if Capital Power determines that there would remain outstanding after June 30, 2023, less than 1,000,000 Series 6 Shares, no Series 5 Shares will be permitted to be converted into Series 6 Shares effective June 30, 2023. There are currently 8,000,000 Series 5 Shares outstanding.

The Toronto Stock Exchange (TSX) has conditionally approved the listing of the Series 6 Shares effective upon conversion. Listing of the Series 6 Shares is subject to the Capital Power fulfilling all the listing requirements of the TSX and upon approval, the Series 6 Shares will be listed on the TSX under the trading symbol CPX.PR.F.

For more information on the terms of, rates and risks associated with an investment in, the Series 5 Shares and the Series 6 Shares, please see Capital Power’s prospectus supplement dated March 7, 2013 which is available on sedar.com or on Capital Power’s website at capitalpower.com.

CPX.PR.E was issued as a FixedReset, 4.50%+315, that commenced trading 2013-3-14 after being announced 2013-3-5. The issue reset to 5.238% in 2018 and there was no conversion. It is tracked by HIMIPref™ but relegated to the Scraps subindex on credit concerns.

Issue Comments

IFC.PR.G To Reset To 6.012%

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 7 of IFC (the “Series 7 Preferred Shares”) (TSX: IFC.PR.G) on June 30, 2023. As a result, subject to certain conditions set out in the prospectus supplement dated May 22, 2018 to the short form base shelf prospectus dated November 15, 2017 (the “Prospectus”), relating to the issuance of the Series 7 Preferred Shares, the holders of the Series 7 Preferred Shares will have the right, at their option, to elect to convert all or any of their Series 7 Preferred Shares into Non-cumulative Floating Rate Class H Shares Series 8 of IFC (the “Series 8 Preferred Shares”) on a one-for-one basis on June 30, 2023. Holders who do not exercise their right to convert their Series 7 Preferred Shares into Series 8 Preferred Shares on such date will retain their Series 7 Preferred Shares, unless automatically converted in accordance with the conditions below.

With respect to any Series 7 Preferred Shares that may remain outstanding after June 30, 2023, 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 7 Preferred Shares for the five-year period from and including June 30,2023 to but excluding June 30, 2028, will be 6.012%, as determined in accordance with the terms of the Series 7 Preferred Shares.

With respect to any Series 8 Preferred Shares that may be issued on June 30, 2023, 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 8 Preferred Shares for the 3-month floating rate period from and including June 30, 2023, to but excluding September 30, 2023, will be 1.79287% (7.113% on an annualized basis), as determined in accordance with the terms of the Series 8 Preferred Shares (the “Floating Quarterly Dividend Rate”). The Floating Quarterly Dividend Rate will be reset every quarter.

The foregoing conversion right for the Series 7 Preferred Shares is subject to the conditions that: (i) if IFC determines that there would be less than 1,000,000 Series 7 Preferred Shares outstanding on June 30, 2023, then all remaining Series 7 Preferred Shares will automatically be converted into an equal number of Series 8 Preferred Shares on June 30, 2023, and (ii) alternatively, if IFC determines that there would be less than 1,000,000 Series 8 Preferred Shares outstanding on June 30, 2023, then no Series 7 Preferred Shares will be converted into Series 8 Preferred Shares. In either case, IFC will give written notice to that effect to any registered holders of Series 7 Preferred Shares on or before June 22, 2023.

The Series 7 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 7 Preferred Shares must be exercised through CDS or the CDS Participant through which the Series 7 Preferred Shares are held. The deadline for the registered shareholder of any Series 7 Preferred Shares to provide notice of exercise of the right to convert is 5:00 p.m. (ET) on June 15, 2023. Any notices received after this deadline will not be valid. As such, beneficial holders of Series 7 Preferred Shares who wish to exercise their right to convert their shares during the conversion period, which will run from Wednesday, May 31, 2023 until 5:00 p.m. (ET) on Thursday, June 15, 2023, 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 7 Preferred Shares and the Series 8 Preferred Shares (if issued on June 30, 2023) will have the opportunity to convert their shares again on June 30, 2028, 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 7 Preferred Shares, in whole or in part, on June 30, 2028, and on June 30 every five years thereafter and may redeem the Series 8 Preferred Shares (if issued), in whole or in part, on any date after June 30, 2023.

The Toronto Stock Exchange (“TSX”) has conditionally approved the listing of the Series 8 Preferred Shares effective on conversion. Listing of the Series 8 Preferred Shares is subject to IFC fulfilling all the listing requirements of the TSX.

For more information on the terms of, and risks associated with an investment in, the Series 7 Preferred Shares and the Series 8 Preferred Shares, please see IFC’s prospectus supplement dated May 22, 2018, which is available on www.sedar.com.

IFC.PR.G was issued as a FixedReset, 4.90%+255, that commenced trading 2018-5-29 after being announced 2018-5-17. It is tracked by HIMIPref™ and is assigned to the FixedReset (Discount) subindex.

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

Issue Comments

MFC.PR.Q To Reset At 5.942%

Manulife Financial Coporation has announced (although not yet on their website):

the applicable dividend rates for its Non-cumulative Rate Reset Class 1 Shares Series 25 (the “Series 25 Preferred Shares”) (TSX: MFC.PR.Q) and Non-cumulative Floating Rate Class 1 Shares Series 26 (the “Series 26 Preferred Shares”).

With respect to any Series 25 Preferred Shares that remain outstanding after June 19, 2023, 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 June 20, 2023, and ending on June 19, 2028, will be 5.94200% per annum or $0.371375 per share per quarter, being equal to the sum of the five-year Government of Canada bond yield as at May 23, 2023, plus 2.55%, as determined in accordance with the terms of the Series 25 Preferred Shares.

With respect to any Series 26 Preferred Shares that may be issued on June 20, 2023 in connection with the conversion of the Series 25 Preferred Shares into the Series 26 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 June 20, 2023, and ending on September 19, 2023, will be 1.76665% (7.00900% on an annualized basis) or $0.441663 per share, being equal to the sum of the three-month Government of Canada Treasury bill yield as at May 23, 2023, plus 2.55%, as determined in accordance with the terms of the Series 26 Preferred Shares.

Beneficial owners of Series 25 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 June 5, 2023. The news release announcing such conversion right was issued on April 25, 2023 and can be viewed on SEDAR or Manulife’s website. 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 26 Preferred Shares effective upon conversion. Listing of the Series 26 Preferred Shares is subject to Manulife fulfilling all the listing requirements of the TSX and, upon approval, the Series 26 Preferred Shares will be listed on the TSX under the trading symbol “MFC.PR.S”.

MFC.PR.Q was issued as a FixedReset, 4.70%+255, that commenced trading 2018-2-20 after being announced 2018-2-12. It is tracked by HIMIPref™ and has been assigned to the FixedReset (Insurance) sub-index.

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