Category: Issue Comments

The story so far:
1. A reset rate of 6.744% was announced, with a dividend amount that did not compute.
2. The company said the dividend amount stated included a daycount factor, but did not get back to me quickly to respond to my further questions
3. And now …

I have received the following communication from Brookfield Investor Relations:

If series 32 shares are not converted, a fixed-rate dividend of $0.4215 (C$25 x 6.744% / 4 quarters) will be made each quarter and it will not be adjusted for a day-count factor. Please disregard our previous email, which may have suggested that it would be. The Canadian Depository for Securities Limited (CDS Ltd.) will publish a bulletin that confirms the aforementioned dividend rate, which you can access through your broker.

We apologize for any confusion. Please let us know if you have any other questions or need further clarification.

So all’s well that ends well.

It was pointed out in the comments to the post “BN.PF.A To Reset To 6.744%” that the stated dividend rate, as an annual percentage, did not easily relate to the stated dividend amount. So, as promised, I am looking into it:
JH to BN, 2023-9-5:

Sirs,

According to your press release at LINK “If declared, the fixed quarterly dividends on the Series 32 Shares during the five years commencing October 1, 2023 will be paid at an annual rate of 6.744% ($0.4249644 per share per quarter).”

However, a rate of $0.4249644 per share per quarter is equal to $1.699858 per share per year, which is 6.7994 of the $25.00 par value.

A rate of 6.744% would be 1.686 per year or 0.4215 per quarter on the $25 par value.

Can you please resolve this discrepancy?

Sincerely,

I received the following reply, BN to JH, 2023-9-5:

In accordance with the share documents, the fixed quarterly dividend will be based on the annual dividend rate of 6.744% or C$0.4249644 per share per quarter (C$25 x 6.744% x 92/365 days).

So I sent the following follow-up, JH to BN, 2023-9-5:

Thank you for your response.

This formula, including a daycount factor (92/365) for the dividend, does not appear to have been in prior use.

Your description of the terms of these shares at LINK states: “As and when declared by the board of directors, the fixed quarterly dividend on the Series 32 Preferred Shares during the five-year period from October 1, 2018 until September 30, 2023 will be $0.3163125 per share per quarter, which represents a yield of 5.061% based on the redemption price of $25 per share.” This clearly does not include a daycount factor.

When was the decision made to include a daycount factor and when was this disclosed to beneficial owners?

Additionally, the prospectus for this issue states: “For each five-year period after the Initial Fixed Rate Period (each a “Subsequent Fixed Rate Period”), the holders of Series 32 Shares will be entitled to receive fixed cumulative preferential cash dividends, as and when declared by the Board of Directors, payable quarterly on the last day of March, June, September and December during the Subsequent Fixed Rate Period, in an annual amount per Series 32 Share determined by multiplying the Annual Fixed Dividend Rate (as defined herein) applicable to such Subsequent Fixed Rate Period by $25.00.”

Does this imply that a varying daycount factor will be applied to each dividend on these shares, in order to ensure that the sum of the quarterly payments is equal to the product of the Annual Fixed Dividend Rate and $25.00? In leap years, will the divisor of the daycount factor be changed to 366?

Sincerely,

I have not yet received a reply, but I’m going to try again. I do hope that they abandon this daycount plan. I agree that it’s more accurate, but:

• It’s not done for bond interest payments, and
• It means that every single dividend payment has to be calculated or looked up, and
• It’s bloody annoying

S&P Global Ratings has announced:

• On Sept. 5, 2023, Enbridge Inc. announced it entered into definitive agreements with Dominion Energy Inc. to acquire The East Ohio Gas Co. (EOG), Questar Gas Co., and Public Service Co. of North Carolina, Inc. (PSNC).
• The aggregate purchase price of approximately US$14 billion consists of US$9.4 billion in cash consideration and US$4.6 billion of assumed debt. The company has also announced a C$4 billion underwritten equity offering to fund part of the cash consideration.
• The acquisition creates North America’s largest natural gas utility platform and further enhances the company’s business risk profile. Based on our assumed funding plan, we forecast debt-to-EBITDA will be 4.9x in 2024.
• S&P Global Ratings revised its outlook on Enbridge to negative from stable and affirmed its ratings on the company, including its ‘BBB+’ issuer credit rating.
• The negative outlook reflects uncertainty about the nature and timing of the remainder of the financing plan and credit metrics, which leave limited cushion to the company’s downgrade trigger of at or above 5x debt to EBITDA.

S&P Global Ratings today took the rating actions listed above. We believe the addition of the regulated utilities enhances Enbridge’s business risk profile. The acquisition will increase the percentage of EBITDA from Enbridge’s regulated utilities to approximately 25%. Enbridge’s existing utility platform delivers service to about 15 million customers in Ontario and Quebec through 3.9 million residential, commercial, institutional, and industrial meter connections, and distributes more than 5.9 billion cubic feet per day of natural gas, based on 2022 figures. Combining EOG, Questar, and PSNC in this platform will add 3.0 million customers (EOG: 1.2 million; Questar: 1.2 million; PSNC: 600,000), totaling 6.9 million connections post transaction. These customers will be spread across five states and two provinces, further diversifying the company’s platform. We currently assess Enbridge’s business risk as excellent, based on the strong contractual framework that underpins the company’s liquids business and current regulated gas utility business. However, we believe the purchase of the utilities further strengthens its competitive positioning. Consequently, we have applied a positive comparable rating modifier.

Although we believe Enbridge has superior market access, funding plan execution risk remains in the short-to-medium term. The transaction consists of approximately US$14 billion that will be funded through cash consideration. Concurrent with its acquisition announcement, Enbridge also announced a C$4 billion underwritten equity offering. As a result, there is approximately US$6.5 billion to be funded before close in 2024. The company has indicated it will rely on a number of avenues to fund the remainder of the purchase price including noncore asset sales, hybrid capital, dividend reinvestment plan, at-the-market program, and debt. Although Enbridge has superior market access, given a significant portion of the cash consideration still requires funding, we believe that execution risk remains in the short-to-medium term.

Although historically we have considered financial metrics on a funds from operations (FFO)-to-debt basis, we believe that using debt to EBITDA to measure leverage better aligns the company with its peer group, which is primarily located in the U.S. and is evaluated on a debt-to-EBITDA basis. This is particularly the case, given the amount of revenue that Enbridge receives from its U.S. assets. Based on our assumed funding plan, we forecast debt to EBITDA will be 4.9x in 2024. Although the company has reiterated its commitment to debt to EBITDA of 4.5x-5.0x, a metric of 4.9x leaves limited cushion for Enbridge to execute its funding plan without relying on more than our assumed proportion of debt.

The negative outlook reflects the potential for weaker credit measures related to the acquisition of the three regulated gas distribution companies and a level of uncertainty related to the remaining financing plan for the acquisition. This uncertainty is related to potential receipt of proceeds from discrete noncore asset sales, the issuance of hybrid capital, the use of the at-the-market program, the dividend reinvestment plan, and incremental debt that will be used to fund the purchase price. We forecast pro forma debt to EBITDA will be about 4.9x, which provides limited cushion with respect to our target for the rating.

We could lower our rating on Enbridge if the company is unable to successfully raise additional funds through asset sales or other means such that adjusted debt to EBITDA is at or above 5x for a prolonged period.

We could revise the outlook to stable if the company is able to raise a substantial portion of the remainder of the capital to fund the acquisition and reduce debt to EBITDA closer to 4.75x during the next 12-18 months.

Environmental factors are a moderately negative consideration in our credit rating analysis of Enbridge. Climate transition factors into our assessment of all midstream companies. However, we note Enbridge has clearly articulated a strategy to lever its extensive asset portfolio to incorporate projects that address lowering its carbon footprint and longer-term energy transition. An example of this is the development of a solar farm adjacent to the Enbridge Ingleside Energy Centre that will produce the necessary power for the facility. These kinds of projects are available across the asset portfolio and include carbon capture and underground storage, renewable natural gas, offshore wind, and hydrogen. Social factors are also a moderately negative consideration, reflecting the ongoing opposition and ongoing litigation with respect to the company’s Line 5 crude oil pipeline.

DBRS has put the company on Review-Developing:

DBRS Limited (DBRS Morningstar) placed all ratings on Enbridge Inc. (ENB or the Company) and Enbridge Energy Partners, L.P. Under Review with Developing Implications. The rating actions follow the announcement on September 5, 2023, that ENB has entered into definitive agreements (the Acquisition) with Dominion Energy, Inc. to acquire (1) East Ohio Gas Company (EOG); (2) Questar Gas Company (Questar Gas) and its related Wexpro companies (Wexpro, and collectively with Questar Gas, Questar); and (3) Public Service Company of North Carolina, Incorporated (PSNC) (collectively, the Local Distribution Companies (LDCs)) for a total purchase price of USD 14.0 billion ($18.9 billion—translated at USD/CAD 1.35), including the assumption of approximately USD 4.6 billion in debt. The rating actions reflect DBRS Morningstar’s view that the Acquisition should have a positive impact on ENB’s business risk profile, while the impact on the financial metrics at this time is uncertain since the financing plan has not been finalized.

DBRS Morningstar intends to resolve the Under Review with Developing Implications status once ENB’s financing plan is finalized and key regulatory approvals have been secured. When finalized, should the financing plan result in minimal to no impact on the Company’s key credit metrics as they stood at the 12 months ended March 31, 2023 (please see DBRS Morningstar’s rating report on the Company dated June 28, 2023, for further details), DBRS Morningstar may consider a positive rating action.

After a review of the business risk profiles of the utilities assets planned to be acquired, DBRS Morningstar believes that the collective business risk profile of these assets is stronger than the weighted average of ENB’s current investment portfolio. Each LDC is state-regulated and operates under a cost-of-service framework with no exposure to natural gas price risk or volume risk. All three LDCs are allowed timely operating costs and capital expenditure recovery, subject to only modest regulatory lags. Combined, the LDCs provide natural gas distribution services to nearly 3.0 million customers with the strongest base of customers at EOG and Questar, which serve approximately 1.2 million customers each. EOG (rate base $6.0 billion in 2022) is a single-state LDC operating an extensive gas distribution system with more than 40 interconnections across nine interstate gas pipelines. EOG is anticipated to have potential for a substantial rate base increase driven by modernization efforts. Questar (rate base $3.9 billion in 2022) largely operates in Utah and has a one-of-a-kind agreement with Wexpro that provides up to 65% of Questar’s annual gas supply on a cost-of-service arrangement. PSNC (rate base $2.6 billion in 2022) is a single-state LDC in North Carolina. Both Questar and PSNC are experiencing growth primarily driven by population expansion within their respective service territories.

DBRS Morningstar believes this acquisition will significantly enhance ENB’s business risk profile for the following key reasons: First, DBRS Morningstar views the planned acquisition of the regulated gas utility businesses as providing a more stable source of cash flow generation with lower risk compared with ENB’s existing business risk profile. The Acquisition is expected to double the contribution of ENB’s regulated gas distribution businesses to approximately 22% of total adjusted EBITDA (DBRS Morningstar estimate for 2024) from 13% currently.

Second, ENB will benefit from greater geographic and regulatory diversification with higher regulatory returns on equity and thicker deemed equity. However, these benefits could be partially or substantially offset by ENB’s final financing plan and the financing of capital expenditure programs for the utility businesses.

Finally, ENB will stand to potentially gain from synergies, as the Acquisition would form the largest natural gas distribution utility in North America, by volume, with a rate base exceeding $27 billion serving approximately 7 million customers in Canada and the U.S.

Notwithstanding the potentially positive impact to ENB’s business risk profile, the Under Review with Developing Implications designation accounts for some uncertainties associated with ENB’s financing plan. To finance the Acquisition, ENB has announced a $4.0 billion equity issuance through a bought deal with the banks, with the balance financed by a variety of sources including senior unsecured notes and hybrid debt securities, continuing the Company’s ongoing capital recycling program, at-the-market equity issuance program, and/or potentially reinstating its dividend reinvestment and share purchase plan. The exact amount of debt to be issued for the Acquisition remains uncertain at this time. Additionally, the Acquisition is contingent on obtaining regulatory approvals and, if obtained, the terms of the approvals. The Acquisition is expected to close in 2024.

Moody’s has gone to Outlook-Negative:

Moody’s Investors Service (Moody’s) has affirmed the Baa1 senior unsecured ratings of Enbridge Inc. (Enbridge) and its subsidiaries Enbridge Energy Partners, L.P. (EEP), Enbridge Energy Limited Partnership (EELP) and Spectra Energy Partners, LP (SEP). Moody’s also affirmed the A3 senior unsecured rating on Texas Eastern Transmission L.P. (TETCO) and the Prime -2 short term commercial paper rating on Enbridge (U.S.) Inc. In addition, Moody’s changed the outlooks for Enbridge, EEP, EELP, SEP and TETCO to negative from stable.

Affirmations:

…Issuer: Enbridge Inc.

…. Issuer Rating, Affirmed Baa1

….Backed Senior Unsecured Shelf, Affirmed (P)Baa1

….Subordinate Shelf, Affirmed (P)Baa3

….Preferred Shelf, Affirmed (P)Baa3

….Preferred Stock, Affirmed Baa3

….Preferred Stock, Affirmed (P) Baa3

….Subordinate Notes, Affirmed Baa3

….Senior Unsecured MTN Program, Affirmed (P)Baa1

….Backed Senior Unsecured Notes, Affirmed Baa1

….Senior Unsecured Notes, Affirmed Baa1

..Issuer: Enbridge (U.S.) Inc.

….Backed Senior Unsecured Commercial Paper, Affirmed P-2

..Issuer: Enbridge Energy Limited Partnership

….Senior Unsecured Notes, Affirmed Baa1

..Issuer: Enbridge Energy Partners, L.P.

…. Issuer Rating, Affirmed Baa1

….Senior Unsecured Notes, Affirmed Baa1

..Issuer: Spectra Energy Partners, LP

….Senior Unsecured Notes, Affirmed Baa1

..Issuer: Texas Eastern Transmission L.P.

….Senior Unsecured Notes, Affirmed A3

Outlook Actions:

..Issuer: Enbridge Inc.

….Outlook, Changed To Negative From Stable

..Issuer: Enbridge Energy Limited Partnership

….Outlook, Changed To Negative From Stable

..Issuer: Enbridge Energy Partners, L.P.

….Outlook, Changed To Negative From Stable

..Issuer: Spectra Energy Partners, LP

….Outlook, Changed To Negative From Stable

..Issuer: Texas Eastern Transmission L.P.

….Outlook, Changed To Negative From Stable

RATINGS RATIONALE

“The negative outlook on Enbridge is prompted by the company’s announcement that it would acquire US gas utilities for approximately USD14 billion, adding pressure to an already weak financial profile that we expect to persist following the transaction close,” said Gavin MacFarlane, Vice President – Senior Credit Officer. ” Although Enbridge’s business risk profile improves modestly with the transaction, it is not enough to offset ongoing pressure on the company’s financial profile.”

Today, Enbridge announced (1) that is has reached an agreement to acquire a portfolio of local gas distribution utilities from Dominion Energy, Inc. (Baa2 stable) for an enterprise value of USD14 billion, which includes an acquisition price of $9.4 billion and $4.6 billion of assumed debt. The utilities include The East Ohio Gas Company (A2 stable); Questar Corp, which includes Questar Gas Company (A3 negative); Wexpro (unrated) and the Public Service Company of North Carolina, Inc. (Baa1 stable). The company expects to close the acquisitions separately in 2024 following regulatory approvals.

The negative outlook reflects continued high leverage metrics, with proportionately consolidated debt to EBITDA forecast to remain around 5.5x (5.6x at 31 December 2022) for the foreseeable future, and low levels of financial flexibility highlighted by weak distribution coverage metrics (using depreciation) of 0.9x. The company’s low business risk profile improves with the acquisition of these utilities but not enough to change our overall business risk assessment of the company. With the close of these acquisitions, the gas utilities business will grow to about 22% of EBITDA from 12%. While diversification is improving with the acquisition, structural subordination is also increasing, although we do not expect to add a notch to Enbridge’s rating for this.

Enbridge has announced a CAD4 billion equity issuance in conjunction with the acquisition announcement. We expect the balance of the transactions to be financed with a mix of debt, hybrids, asset sales, and equity issuances which may include a combination of an at the market program or the activation of a dividend reinvestment program. The company has received debt financing commitments totaling $9.4 billion to improve liquidity in advance of closing the transactions.

The affirmation of Enbridge’s Baa1 rating reflects the company’s large size, scale and diverse, low risk asset base, all of which will be enhanced as a result of these acquisitions. Offsetting these strengths is ongoing high leverage and a sizable multiyear capital program. The company’s portfolio of assets will continue to generate stable cash flow based on a combination of rate regulation, a favorable contractual profile and a strong competitive position.

The ratings of subsidiaries SEP and EEP reflect the strength of the cross-guarantee that exists between each of them and Enbridge that causes the senior unsecured notes at these entities to have similar credit quality. EELP benefits from a guarantee from Enbridge that drives its credit profile. The credit profile of Enbridge (U.S.) Inc. reflects the liquidity support provided by Enbridge, which guarantees the commercial paper program. The ratings on Tetco have been affirmed based on the underlying strength of its business with the negative outlook reflecting our view that its rating is limited to one notch above that of Enbridge.

Rating Outlook

The negative outlook reflects the incremental pressure on the financial profile of the company as a result of the acquisition, given its already weak financial profile for the current Baa1 rating.

FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS

Factors that could lead to an Upgrade

• • An upgrade is unlikely given the negative outlook
• • The outlook could return to stable if we expect proportionately consolidated debt to EBITDA to be sustained comfortably below 5.5x and distribution coverage, using depreciation, to be above 1x
• • A further improvement in the company’s business risk profile

Factors that could lead to a Downgrade

• • Proportionately consolidated debt to EBITDA at or above 5.5x or distribution coverage, using depreciation, at or below 1x
• • Failure to successfully execute or material delays with regard to the capital raising and asset sales programs
• • A deterioration in the company’s business risk profile or an increase in structural subordination

The principal methodology used in rating Enbridge Inc., Enbridge (U.S.) Inc., Enbridge Energy Partners, L.P., Enbridge Energy Limited Partnership and Spectra Energy Partners, LP was Midstream Energy published in February 2022 and available at https://ratings.moodys.com/rmc-documents/379531. The principal methodology used in rating Texas Eastern Transmission L.P. was Natural Gas Pipelines published in July 2018 and available at https://ratings.moodys.com/rmc-documents/64961. Alternatively, please see the Rating Methodologies page on https://ratings.moodys.com for a copy of these methodologies

Affected issues are (… deep breath …):ENB.PF.A, ENB.PF.C, ENB.PF.E, ENB.PF.G, ENB.PF.K, 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.

Brookfield Corporation has announced:

that it has determined the fixed dividend rate on its Cumulative Class A Preference Shares, Series 32 (“Series 32 Shares”) (TSX: BN.PF.A) for the five years commencing October 1, 2023 and ending September 30, 2028.

If declared, the fixed quarterly dividends on the Series 32 Shares during the five years commencing October 1, 2023 will be paid at an annual rate of 6.744% ($0.4249644 per share per quarter – inoperable. See BN.PF.A : No Daycount Factor on Dividends).

Holders of Series 32 Shares have the right, at their option, exercisable not later than 5:00 p.m. (Toronto time) on September 15, 2023, to convert all or part of their Series 32 Shares, on a one-for-one basis, into Cumulative Class A Preference Shares, Series 33 (the “Series 33 Shares”), effective September 30, 2023. The quarterly floating rate dividends on the Series 33 Shares will be paid at an annual rate, calculated for each quarter, of 2.90% over the annual yield on three-month Government of Canada treasury bills. The actual quarterly dividend rate in respect of the October 1, 2023 to December 31, 2023 dividend period for the Series 33 Shares will be 2.03081% (8.057% on an annualized basis) and the dividend, if declared, for such dividend period will be $0.5077025 per share, payable on December 31, 2023.

Holders of Series 32 Shares are not required to elect to convert all or any part of their Series 32 Shares into Series 33 Shares.

As provided in the share conditions of the Series 32 Shares, (i) if Brookfield determines that there would be fewer than 1,000,000 Series 32 Shares outstanding after September 30, 2023, all remaining Series 32 Shares will be automatically converted into Series 33 Shares on a one-for-one basis effective September 30, 2023; and (ii) if Brookfield determines that there would be fewer than 1,000,000 Series 33 Shares outstanding after September 30, 2023, no Series 32 Shares will be permitted to be converted into Series 33 Shares. There are currently 11,750,299 Series 32 Shares outstanding.

The Toronto Stock Exchange (“TSX”) has conditionally approved the listing of the Series 33 Shares effective upon conversion. Listing of the Series 33 Shares is subject to Brookfield fulfilling all the listing requirements of the TSX.

BN.PF.A was issued as BAM.PF.A, a FixedReset 4.50%+290 that commenced trading 2012-3-13 after being announced 2012-3-5. The issue reset at 5.061% in 2018; I recommended against conversion; and there was no conversion. The ticker changed to BN.PF.A in late 2022. It is tracked by HIMIPref™ and assigned to the FixedResets subindex.

Thanks to Assiduous Reader Joel A for bringing this to my attention!

Update, 2023-09-06: See also BN Silent Regarding BN.PF.A Daycount Dividends
Update, 2023-09-08: See also BN.PF.A : No Daycount Factor on Dividends

BCE Inc. has announced:

Holders of BCE Inc. fixed-rate Series AQ Preferred Shares have the right to convert all or part of their shares, effective on October 3, 2023, on a one-for-one basis, into floating-rate Cumulative Redeemable First Preferred Shares, Series AR of BCE Inc. (the “Series AR Preferred Shares”). In order to convert their shares, holders must exercise their right of conversion during the conversion period, which runs from September 5, 2023 until 5:00 p.m. (Montréal/Toronto time) on September 18, 2023.
…
In order to exercise its conversion right in respect of all or part of its Series AQ Preferred Shares, the registered holder must provide a written notice thereof, accompanied by its Series AQ Preferred Share certificates with the transfer form on the back thereof or other appropriate stock transfer power of attorney duly endorsed, and deliver them, at the latest by 5:00 p.m. (Montréal/Toronto time) on September 18, 2023, to one of the following addresses of TSX Trust Company: … Beneficial holders who wish to exercise their conversion right should communicate with their broker or other nominee to obtain instructions for exercising such right during the conversion period.
…
4. The Series AQ Preferred Shares will, should they remain outstanding, pay, on a quarterly basis, as and when declared by the Board of Directors of BCE Inc., a fixed cash dividend for the following five years that will be based on a fixed rate equal to the sum of: (a) the yield to maturity compounded semi-annually (the “Government of Canada Yield”), computed on August 31, 2023 in accordance with the articles of BCE Inc., of a Canadian dollar denominated non-callable Government of Canada bond with a term to maturity of five years, and (b) 2.64%. The “Government of Canada Yield” computed on August 31, 2023 is 3.898 %. Accordingly, the annual fixed dividend rate applicable to the Series AQ Preferred Shares for the period of five years beginning on September 30, 2023 will be 6.538 %.

5. The Series AR Preferred Shares, if issued, will pay, for each quarterly period beginning with the quarterly period from and including September 30, 2023 up to but excluding December 31, 2023, as and when declared by the Board of Directors of BCE Inc., a quarterly floating dividend rate equal to the “Floating Quarterly Dividend Rate” for such quarterly period. The “Floating Quarterly Dividend Rate” for any such quarterly period shall be equal to the rate, expressed as a percentage, equal to the sum of: (a) the “T-Bill Rate”, calculated in accordance with the articles of BCE Inc. on the 30th day prior to the first day of the new quarterly period, and (b) 2.64%, calculated on the basis of the actual number of days in such quarterly period divided by 365. The “T-Bill Rate” means, for any quarterly period, the average yield expressed as a percentage per annum on three-month Government of Canada Treasury Bills, as reported by the Bank of Canada, for the most recent treasury bills auction preceding the applicable calculation date. The “Floating Quarterly Dividend Rate” computed on August 31, 2023 and applicable to the Series AR Preferred Shares for the quarterly period beginning on September 30, 2023 will be 1.96527 % (annual rate of 7.797 %, based on an initial T-Bill Rate of 5.157 %).

6. After the end of the conversion period on September 18, 2023, if BCE Inc. determines that there would be less than 1,000,000 Series AQ Preferred Shares outstanding after the conversion date (October 3, 2023), BCE Inc. will automatically convert all remaining Series AQ Preferred Shares into Series AR Preferred Shares.
However, if BCE Inc. determines that there would be less than 1,000,000 Series AR Preferred Shares outstanding after the conversion date, then no Series AQ Preferred Shares will be converted into Series ARPreferred Shares.

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

BCE.PR.Q is a FixedReset that came into being through an Exchange from BAF.PR.E which in turn commenced trading 2013-2-14 as a FixedReset, 4.25%+264, after being announced 2013-1-30. The issue reset at 4.812% in 2018; I recommended against conversion; and there was no conversion.

Artis Real Estate Investment Trust has announced (on August 31):

that it does not intend to exercise its right to redeem all or any part of the currently outstanding Preferred Units, Series E (“Series E Units”) (AX.PR.E) on September 30, 2023. As a result, and subject to certain conditions set forth in the certificate of preferred units terms relating to the Series E Units effective March 21, 2013 (the “Certificate of Series E Unit Terms”), the holders of Series E Units have the right to elect to reclassify all or any of their Series E Units into Preferred Units, Series F (“Series F Units”) of Artis on the basis of one Series F Unit for each Series E Unit on October 2, 2023 (being the first business day after September 30, 2023).

With respect to any Series E Units that remain outstanding after October 2, 2023, holders thereof will be entitled to receive distributions, if, as and when declared by the Board of Trustees of Artis, in an annual amount per Series E Unit determined by multiplying the annual fixed distribution rate for such subsequent fixed rate period by $25.00, and shall be payable quarterly on the last business day of each of March, June, September and December in each year during such subsequent fixed rate period. For the subsequent fixed rate period commencing on October 2, 2023, the annual fixed distribution rate is 7.198% per annum.

With respect to any Series F Units that may be issued on October 2, 2023, holders thereof will be entitled to receive distributions, if, as and when declared by the Board of Trustees of Artis, in an amount per Series F Unit determined by multiplying the floating quarterly distribution rate (calculated on the basis of the actual number of days elapsed in such quarterly floating rate period, divided by 365) by $25.00, which shall be payable quarterly on the last business day of such quarterly floating rate period. For the initial quarterly floating rate period commencing October 2, 2023, the floating quarterly distribution rate is 8.457% per annum.

Holders of Series E Units are not required to elect to reclassify all or any part of their Series E Units into Series F Units.

As provided in the Certificate of Series E Unit Terms: (i) if Artis determines that there would remain outstanding on October 2, 2023 less than 500,000 Series E Units, all remaining Series E Units shall be reclassified automatically into Series F Units on a one-for-one basis, effective October 2, 2023; or (ii) if Artis determines that less than 500,000 Series F Units would be issued based upon the elections of holders, then holders of Series E Units shall not be entitled to reclassify their Series E Units into Series F Units.

As at the date hereof, there are an aggregate of 3,277,110 Series E Units issued and outstanding.

The Series E Units are issued in “book entry only” form and must be purchased or transferred through a participant in the CDS depository service (each, a “CDS Participant”). All rights of holders of Series E Units must be exercised through CDS or the CDS Participant through which the Series E Units are held. The deadline for the registered holder of Series E Units to provide notice of exercise of the right to reclassify Series E Units into Series F Units is 5:00 p.m. (Toronto time) on September 18, 2023. Any notices received after this deadline will not be valid. As such, holders of Series E Units who wish to exercise their right to reclassify their Series E Units into Series F Units should contact their broker or 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.

If Artis does not receive an election notice in due form from a holder of Series E Units during the time fixed therefor, then the Series E Units shall be deemed not to have been reclassified (other than pursuant to an automatic reclassification). Holders of Series E Units and Series F Units will have the opportunity to reclassify their units again on October 2, 2028 (being the first business day after September 30, 2028), and every five years after September 30, 2028 as long as such units remain outstanding.

The Toronto Stock Exchange (“TSX”) has conditionally approved the listing of the Series F Units effective upon reclassification. Listing of the Series F Units is subject to Artis fulfilling all of the listing requirements of the TSX.

AX.PR.E is a FixedReset, 4.75%+330, that commenced trading 2013-3-31 after being announced 2013-3-12. The issue reset at 5.472% in 2018. I recommended against conversion and there was no conversion.

It must be remembered that these are not actually preferred shares, as the term is usually used; they are preferred units and the distributions will be characterized in the same manner as distributions to the Capital units. The company publishes the characterization of the distributions on its website. Because of the company’s structure, conversion between the FixedReset and FloatingReset is probably (!) a taxable event; i.e., investors will take a capital gain or loss for tax purposes on conversion and reset the Adjusted Cost Base on their new position. But investors should consult the company or their personal tax advisor before allowing this warning to influence your decision.

Brompton Group has announced:

Life & Banc Split Corp. (the “Fund”) announces that the preferred share (the “Preferred Shares”) distribution rate for the new 5-year term from October 31, 2023 to October 30, 2028 will be $0.725 per annum (7.25% on the par value of $10.00 per Preferred Share) payable quarterly. This represents a pre-tax equivalent yield of approximately 9.5%(1). The Preferred Share distribution rate is based on current market rates for preferred shares with similar terms. The term extension offers Preferred shareholders the opportunity to enjoy preferential, tax-advantaged eligible dividends until October 30, 2028. Since inception in October 2006 to July 31, 2023, the Preferred share has paid $8.61 in cash dividends and generated a 5.3% per annum return, outperforming the S&P/TSX Preferred Share Index by 3.7% per annum.(2)

Annual Compound Returns(2)	YTD	1-Year	3-Year	5-Year	10-Year	Since Inception (Oct. 17, 2006)
Preferred Shares (TSX: LBS.PR.A)	3.2%	5.6%	5.6%	5.5%	5.2%	5.3%
S&P/TSX Preferred Share Index	1.6%	-7.4%	3.7%	-0.3%	1.0%	1.6%

The Fund intends to maintain the monthly class A share (the “Class A Share”) distribution rate of $0.10 per Class A Share. Since inception to July 31, 2023, Class A shareholders have received cash distributions of $18.35 per share. Over the 1, 3, 5 and 10-year periods to July 31, 2023, the Class A Share has significantly outperformed both the S&P/TSX Capped Financials Index and the S&P/TSX Composite Index and has delivered a 10.2% per annum return since inception of the Fund approximately 17 years ago.(2) Class A shareholders have the option to benefit by reinvesting their cash distributions in a distribution reinvestment plan (“DRIP”) which is commission free to participants. Class A shareholders can enroll in the DRIP program by contacting their investment advisor.

Annual Compound Returns(2)	YTD	1-Year	3-Year	5-Year	10-Year	Since Inception (Oct. 17, 2006)
Class A Shares (TSX:LBS)	21.4%	21.4%	43.1%	11.0%	14.8%	10.2%
S&P/TSX Capped Financials Index	7.7%	6.3%	17.1%	8.1%	10.2%	8.0%
S&P/TSX Composite Index	8.5%	8.4%	11.8%	8.0%	8.4%	6.4%

The Fund invests, on an approximately equal weighted basis in 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.).

In connection with the extension, shareholders who do not wish to continue their investment in the Fund, will be able to retract their Preferred Shares or Class A Shares on October 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 Fund were to terminate on October 30, 2023. Pursuant to this option, the retraction price may be less than the market price if the share is trading at a premium to net asset value. To exercise this retraction right, shareholders must provide notice to their investment dealer by September 29, 2023 at 5:00 p.m. (Toronto time). Alternatively, shareholders may sell their Preferred Shares and/or Class A Shares through their securities dealer at the market price at any time, potentially at a higher price than would be achieved through retraction, or shareholders may take no action and continue to hold their shares.

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

Manulife Financial Corporation has announced (but not yet on their website because, well, it’s Manulife):

the applicable dividend rates for its Non-cumulative Rate Reset Class 1 Shares Series 13 (the “Series 13 Preferred Shares”) (TSX: MFC.PR.K) and Non-cumulative Floating Rate Class 1 Shares Series 14 (the “Series 14 Preferred Shares”).

With respect to any Series 13 Preferred Shares that remain outstanding after September 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 September 20, 2023, and ending on September 19, 2028, will be 6.35000% per annum or $0.396875 per share per quarter, being equal to the sum of the five-year Government of Canada bond yield as at August 21, 2023, plus 2.22%, as determined in accordance with the terms of the Series 13 Preferred Shares.

With respect to any Series 14 Preferred Shares that may be issued in connection with the conversion of the Series 13 Preferred Shares into the Series 14 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 September 20, 2023, and ending on December 19, 2023, will be 1.83022% (7.34100% on an annualized basis) or $0.457555 per share, being equal to the sum of the three-month Government of Canada Treasury bill yield as at August 21, 2023, plus 2.22%, as determined in accordance with the terms of the Series 14 Preferred Shares.

Beneficial owners of Series 13 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 September 5, 2023. Such date of September 5, 2023 represents a change from the date of September 4, 2023 referred to in the news release issued by Manulife on July 26, 2023 announcing such conversion right, which news release 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 14 Preferred Shares effective upon conversion. Listing of the Series 14 Preferred Shares is subject to Manulife fulfilling all the listing requirements of the TSX and, upon approval, the Series 14 Preferred Shares will be listed on the TSX under the trading symbol “MFC.PR.S”.

MFC.PR.K is a FixedReset, 3.80%+222, that commenced trading 2013-6-21 after being announced 2013-6-17. A announcement of extension was given in 2018 and the issue reset to 4.414%. There was no conversion. The issue is tracked by HIMIPref™ and is assigned to the FixedReset – Insurance subindex.

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

DBRS has announced:

BRS Limited (DBRS Morningstar) downgraded its rating on the Preferred Shares issued by Brompton Split Banc Corp. (the Company) to Pfd-3 from Pfd-3 (high). The Preferred Shares have experienced a drop in downside protection (to 46.8% in July 2023 from 50.2% in July 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 invests in a portfolio of common shares (the Portfolio) issued by the six major banks in Canada—Bank of Montreal, Bank of Nova Scotia, Canadian Imperial Bank of Commerce, National Bank of Canada, Royal Bank of Canada, and The Toronto-Dominion Bank—and one exchange-traded fund (ETF), Brompton North American Financials Dividend ETF. Up to 10% of the Portfolio may be invested in global financial companies from time to time. The Portfolio portion allocated to the major banks remains approximately equally weighted.

Distributions on the Preferred Shares are made quarterly in the amount of $0.15625, yielding 6.25% annually on the original $10.00 issue price. Distributions on the Class A Shares are made monthly in the amount of $0.10 per share. No monthly distributions to the Class A Shares will be made if distributions to the Preferred Shares are in arrears or the NAV of the Company falls below 1.5 times (x) the principal amount of the outstanding Preferred Shares.

As of July 27, 2023, the downside protection stood at 46.8% compared with 50.2% as on July 31, 2022. Dividend coverage based on the current dividend yield on the portfolio was 1.3x. 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 5.7% 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. In addition, the Company may enter into Securities Lending Agreements in order to generate an alternative source of income.
…
The main constraints to the rating are the following:

(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 sticky inflation, economic slowdown, 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) 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.

(4) 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.

Fortis Inc. has given notice:

that Fortis Inc. (the “Corporation”) has calculated the annual fixed dividend rate (the “Annual Fixed Dividend Rate”) for the five-year period from, and including, September 1, 2023 to, but excluding, September 1, 2028 (the “Subsequent Fixed Rate Period”) for the Corporation’s Cumulative Redeemable Five-Year Fixed Rate Reset First Preference Shares, Series G (the “Series G First Preference Shares”) in accordance with the terms of the Series G First Preference Shares incorporated in the provisions of its articles. The Annual Fixed Dividend Rate for the Subsequent Fixed Rate Period shall be equal to 6.123% per annum, being equal to the 3.993% yield to maturity of a Canadian dollar denominated non-callable Government of Canada bond with a term to maturity of five years as quoted as of 10:00 a.m. (Toronto time) on August 2, 2023 on the display designated as page “GCAN5YR Index” on the Bloomberg Financial L.P. service, plus 2.13%.During the Subsequent Fixed Rate Period, dividends on the Series G First Preference Shares shall, if, as and when declared by the directors of the Corporation, be payable quarterly at the Annual Fixed Dividend Rate.

This information is not on the Fortis website, nor is it on SEDAR. I obtained the document from Investor Relations. Presumably the company sent the notice to its only registered shareholder, CDS, with the hope that CDS would notify the brokerages and the brokerages would notify their clients. Ha-ha! We all know how careful the brokerages are to pass on every scrap of relevant information, don’t we?

FTS.PR.G was issued as a FixedReset, 5.25%+213 that commenced trading 2008-5-23 after being announced 2008-5-6. It reset to 3.883% in 2013 and to 4.393% in 2018.

Note that this issue does not have an option to convert into FloatingResets – the structure was very new at the time of issue and provisions had not yet standardized although, of course, there is nothing stopping a new issuer from coming out with an equivalent issue.