Category: Issue Comments

Capital Power Corporation has announced:

that it intends to redeem all of its 6,000,000 issued and outstanding 5.75% Cumulative Minimum Rate Reset Preference Shares, Series 9 (the “Series 9 Shares”) (TSX: CPX.PR.I) on September 30, 2022 (the “Redemption Date”) at a price of $25.00 per share (the “Redemption Price”) for an aggregate total of $150 million, less any tax required to be deducted and withheld by the Company.

As previously announced, the Company’s Board of Directors has declared a quarterly dividend of $0.359375 per Series 9 Share payable on September 30, 2022 (the “Q3 2022 Quarterly Dividend”). This will be the final quarterly dividend on the Series 9 Shares and, as the Redemption Date is also a dividend payment date, the Redemption Price will not include the Q3 2022 Quarterly Dividend. Instead, the Q3 2022 Quarterly Dividend will be paid on the Redemption Date separately to shareholders of record as of September 19, 2022.

The Company has provided notice today of the Redemption Price and the Redemption Date to the sole registered holder of the Series 9 Shares in accordance with their terms. Non-registered holders of Series 9 Shares should contact their broker or other intermediary for information regarding the redemption process for the Series 9 Shares in which they hold a beneficial interest.

CPX.PR.I is a FixedReset, 5.75%+412M575, that commenced trading 2017-8-9 after being announced 2017-7-27. The company announced on August 18 that they were considering redemption. The issue has been tracked by HIMIPref™ but relegated to the Scraps subindex on credit concerns.

Thanks to Assiduous Reader CanSiamCyp for ensuring I was aware of this development!

Capital Power Corporation has announced:

that it has priced a public offering (the “Offering”) in Canada of C$350 million 7.95% Fixed-to-Fixed Rate Subordinated Notes, Series 1, due September 9, 2082 (the “Notes”).

The Offering is expected to close on or about September 9, 2022. The Company intends to allocate an amount equal to the net proceeds from the sale of the Notes to finance or refinance new or existing “green” investments that meet the eligibility criteria as described in the Company’s Green Financing Framework. Pending such allocation, the Company expects to use the net proceeds from the sale of the Notes to redeem the Company’s outstanding Cumulative Minimum Rate Reset Preference Shares, Series 9 (TSX: CPX.PR.I) (the “Preferred Shares”), to repay certain amounts drawn on the Company’s credit facilities and for general corporate purposes. Although the Company intends to allocate an amount equal to the net proceeds of the Offering to eligible investments, it will not be an event of default under the Company’s indenture governing the Notes if the Company fails to do so.

The Offering represents the Company’s first green bond offering pursuant to its recently released Green Financing Framework, which Sustainalytics reviewed and provided a second-party opinion confirming its credibility. The Green Financing Framework and the second-party opinion from Sustainalytics can be found on the Company’s website.

The Notes have been assigned a provisional rating of BB by S&P Global Ratings and BB by DBRS Limited.

The Offering is being made in Canada through a syndicate of underwriters co-led by BMO Capital Markets, RBC Capital Markets, and Scotia Capital, under Capital Power’s short form base shelf prospectus dated June 10, 2022, as supplemented by a prospectus supplement dated August 18, 2022 to be filed with the securities regulatory authorities in each of the provinces and territories of Canada. The short form base shelf prospectus and prospectus supplement contain important detailed information about the Notes. Copies of these documents are, and in the case of the prospectus supplement, will be available electronically on the System for Electronic Document Analysis and Retrieval of the Canadian Securities Administrators (“SEDAR”), at www.sedar.com. Investors should read the short form base shelf prospectus and the prospectus supplement before making an investment decision.

DBRS comments:

DBRS Limited (DBRS Morningstar) assigned a provisional rating of BB with a Stable trend to the $350 million Fixed-to-Fixed Rate Subordinated Notes, Series 1 due September 9, 2082 (the Subordinated Notes), to be issued by Capital Power Corporation (the Company).

The Company intends to allocate an amount equal to the net proceeds from the sale of the Subordinated Notes to finance or refinance new or existing investments and expenditures that meet the eligibility criteria as described in its Green Financing Framework. Pending such allocation, the Company expects to use the net proceeds to redeem the Company’s outstanding Cumulative Minimum Rate Reset Preference Shares, Series 9, to repay certain amounts drawn on the Company’s credit facilities and for general corporate purposes.

CPX.PR.I is a FixedReset, 5.75%+412M575, that commenced trading 2017-8-9 after being announced 2017-7-27. The issue has been tracked by HIMIPref™ but relegated to the Scraps subindex on credit concerns.

Brompton Group has announced:

Brompton Oil Split Corp. (the “Fund”) 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 Fund. The current maturity date of March 30, 2023 will be extended for an additional period of one to three years. The new term and the proposed rate for the preferred share dividend for the new term will be announced at least 60 days prior to the current March 30, 2023 maturity date. The preferred share dividend rate for the extended term will be based on market yields for preferred shares with similar terms at that time. The extension of the term of the Fund is not expected to be a taxable event.

The Fund invests in a portfolio of equity securities of large capitalization North American oil and gas issuers, primarily focused on those with significant exposure to oil.

OSP.PR.A is the preferred part of a Split Share Corporation that commenced trading 2015-2-24 after being announced 2015-2-9. It ran into problems in 2019 but announced an extension anyway. Problems worsened by late 2019 and by the time extension details were published the fund’s NAVPU only just covered the preferred share obligation. The fund then suffered a 75% retraction of preferred shares. The fund’s NAVPU is now 12.78 amidst an uncertain future for oil prices, so we could well see further excitement at the next retraction date.

Thanks to Assiduous Reader RAV4guy for bringing this to my attention!

BCE Inc. has announced:

BCE Inc. will, on September 1, 2022, continue to have Cumulative Redeemable First Preferred Shares, Series AA (“Series AA Preferred Shares”) outstanding if, following the end of the conversion period on August 22, 2022, BCE Inc. determines that at least 2,500,000 Series AA Preferred Shares would remain outstanding. In such a case, as of September 1, 2022, the Series AA Preferred Shares will 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 an annual fixed dividend rate equal to 4.94%.

BCE.PR.A is a FixedFloater that was issued with a 5.45% coupon in 2002 and reset to 4.80% in 2007; about half were converted to the RatchetRate BCE.PR.B.. It then reset to 3.45% in 2012 and there was a small net conversion back to the FixedFloater. It reset to 3.61% in 2017 and there was a 6% net conversion in the FixedFloater. Notice of extension in 2022 was announced previously.

BCE.PR.B is a RatchetRate preferred that is interconvertible with BCE.PR.A every five years.

The most logical way to analyze the question of whether or not to convert is through the theory of Preferred Pairs, for which a calculator is available. Briefly, a Strong Pair is defined as a pair of securities that can be interconverted in the future (e.g. BCE.PR.A and BCE.PR.B). Since they will be interconvertible on this future date, it may be assumed that they will be priced identically on this date (if they aren’t then holders will simply convert en masse to the higher-priced issue). And since they will be priced identically on a given date in the future, any current difference in price must be offset by expectations of an equal and opposite value of dividends to be received in the interim. And since the dividend rate on one element of the pair is both fixed and known, the implied average rate of the other, floating rate, instrument can be determined. Finally, we say, we may compare these average rates and take a view regarding the actual future course of that rate relative to the implied rate, which will provide us with guidance on which element of the pair is likely to outperform the other until the next interconversion date, at which time the process will be repeated.

We can show the break-even rates for each FixedReset / FloatingReset Strong Pair graphically by plotting the implied average 3-month bill rate against the next Exchange Date (which is the date to which the average will be calculated).

Click for Big

The market seems to love the RatchetRate issues, with most BCE pairs trading with breakeven yields well in excess of the current 4.70% Prime Rate – exceptions are BCE.PR.T / BCE.PR.S (3.13%), BCE.PR.A / BCE.PR.B (4.93%) and BCE.PR.C / BCE.PR.D (4.45%). The average breakeven prime rate for the BCE pairs (without including the BCE.PR.T / BCE.PR.S outlier) is 5.65%.

If we plug in the current bid price of the the BCE.PR.A FixedFloater, we may construct the following table showing consistent prices for BCE.PR.B following the expiration of the conversion privilege given a variety of Implied Breakeven yields consistent with issues currently trading:

Based on current market conditions, I suggest that RatchetRate issue, BCE.PR.B, is likely to trade above the price of its FixedFloater counterpart, BCE.PR.A. Therefore, I recommend that holders of BCE.PR.A tender for conversion to BCE.PR.B. It may then be possible, for holders for whom portfolio considerations make the FixedFloater preferable, to swap back in the market with a good take-out in price. There are no guarantees – my recommendation is based on the assumption that current market conditions with respect to the pairs will continue after the conversion period has elapsed and that the relative pricing of the two new pairs will reflect these conditions.

One important consideration that must be given particular attention for this pair of issues is: do you want to hold either one? Other BCE RatchetRate preferreds are trading in the 18.30-40 range, well below the 19.30 bid for BCE.PR.B; whatever one might think of fixed rates in general, or the BCE.PR.A fixed rate in particular, one RatchetRate is pretty much like another – suggesting that the current market price of both elements of this pair have been elevated by the excitement of a reset and conversion.

Those who wish to convert are advised that the deadline for notifying the company of such a desire is 5:00 p.m. (Eastern time) on August 22, 2022.. Brokers and other intermediaries generally set their internal deadlines a day or two in advance of this date, so don’t waste time! Note that brokers will, in general, try to execute the instruction on a ‘best efforts’ basis if received between the two deadlines, provided that the procrastinating shareholder grovels entertainingly enough.

BCE Inc. has announced (on 2021-7-9):

BCE Inc. will, on August 1, 2021, continue to have Cumulative Redeemable First Preferred Shares, Series AI (“Series AI Preferred Shares”) outstanding if, following the end of the conversion period on July 22, 2021, BCE Inc. determines that at least 2 million Series AI Preferred Shares would remain outstanding. In such a case, as of August 1, 2021, the Series AI Preferred Shares will 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 an annual fixed dividend rate equal to 3.39%

They later announced (on 2021-7-23):

that 12,985 of its 5,949,884 fixed-rate Cumulative Redeemable First Preferred Shares, Series AI (“Series AI Preferred Shares”) have been tendered for conversion on August 1, 2021, on a one-for-one basis, into floating-rate Cumulative Redeemable First Preferred Shares, Series AJ (“Series AJ Preferred Shares”). In addition, 3,598,141 of its 8,050,116 Series AJ Preferred Shares have been tendered for conversion on August 1, 2021, on a one-for-one basis, into Series AI Preferred Shares. Consequently, on August 1, 2021, BCE will have 9,535,040 Series AI Preferred Shares and 4,464,960 Series AJ Preferred Shares issued and outstanding. The Series AI Preferred Shares and the Series AJ Preferred Shares will continue to be listed on the Toronto Stock Exchange under the symbols BCE.PR.I and BCE.PR.J, respectively.

The Series AI Preferred Shares will pay on a quarterly basis, for the five-year period beginning on August 1, 2021, as and when declared by the Board of Directors of BCE, a fixed cash dividend based on an annual fixed dividend rate of 3.39%.

The Series AJ Preferred Shares will continue to pay a monthly floating adjustable cash dividend for the five-year period beginning on August 1, 2021, as and when declared by the Board of Directors of BCE. The monthly floating adjustable dividend for any particular month will continue to be calculated based on the prime rate for such month and using the Designated Percentage for such month representing the sum of an adjustment factor (based on the market price of the Series AJ Preferred Shares in the preceding month) and the Designated Percentage for the preceding month.

This post is very late and appears as a matter of record only!

BCE Inc. has announced (on 2021-4-9):

BCE Inc. will, on May 1, 2021, continue to have Cumulative Redeemable First Preferred Shares, Series AG (“Series AG Preferred Shares”) outstanding if, following the end of the conversion period on April 21, 2021, BCE Inc. determines that at least 2,000,000 Series AG Preferred Shares would remain outstanding. In such a case, as of May 1, 2021, the Series AG Preferred Shares will 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 an annual fixed dividend rate equal to 3.37%.

They later announced (2021-4-22):

that 105,430 of its 4,984,851 fixed-rate Cumulative Redeemable First Preferred Shares, Series AG (“Series AG Preferred Shares”) have been tendered for conversion on May 1, 2021, on a one-for-one basis, into floating-rate Cumulative Redeemable First Preferred Shares, Series AH (“Series AH Preferred Shares”). In addition, 4,100,109 of its 9,012,249 Series AH Preferred Shares have been tendered for conversion on May 1, 2021, on a one-for-one basis, into Series AG Preferred Shares. Consequently, on May 1, 2021, BCE will have 8,979,530 Series AG Preferred Shares and 5,017,570 Series AH Preferred Shares issued and outstanding. The Series AG Preferred Shares and the Series AH Preferred Shares will continue to be listed on the Toronto Stock Exchange under the symbols BCE.PR.G and BCE.PR.H, respectively.

The Series AG Preferred Shares will pay on a quarterly basis, for the five-year period beginning on May 1, 2021, as and when declared by the Board of Directors of BCE, a fixed cash dividend based on an annual fixed dividend rate of 3.37%.

The Series AH Preferred Shares will continue to pay a monthly floating adjustable cash dividend for the five-year period beginning on May 1, 2021, as and when declared by the Board of Directors of BCE. The monthly floating adjustable dividend for any particular month will continue to be calculated based on the prime rate for such month and using the Designated Percentage for such month representing the sum of an adjustment factor (based on the market price of the Series AH Preferred Shares in the preceding month) and the Designated Percentage for the preceding month.

This post is ridiculously late and appears as a matter of record only!

BCE Inc. has announced (on 2021-10-14):

BCE Inc. will, on November 1, 2021, continue to have Cumulative Redeemable First Preferred Shares, Series T (“Series T Preferred Shares”) outstanding if, following the end of the conversion period on October 18, 2021, BCE Inc. determines that at least one million Series T Preferred Shares would remain outstanding. In such a case, as of November 1, 2021, the Series T Preferred Shares will 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 product of: (a) the average of the yields to maturity compounded semi-annually, determined on October 12, 2021 by two investment dealers selected by BCE Inc., that would be carried by non-callable Government of Canada bonds with a 5-year maturity (the “Government of Canada Yield”), multiplied by (b) a percentage rate determined by BCE Inc. (the “Selected Percentage Rate”) for such period. The “Selected Percentage Rate” determined by BCE Inc. for such period is 396%. The “Government of Canada Yield” is 1.260%. Accordingly, the annual dividend rate applicable to the Series T Preferred Shares for the period of five years beginning on November 1, 2021 will be 4.990%.

They later announced (on 2021-10-19):

that 9,593 of its 4,486,552 fixed-rate Cumulative Redeemable First Preferred Shares, Series T (“Series T Preferred Shares”) have been tendered for conversion on November 1, 2021, on a one-for-one basis, into floating-rate Cumulative Redeemable First Preferred Shares, Series S (“Series S Preferred Shares”). In addition, 1,393,174 of its 3,511,848 Series S Preferred Shares have been tendered for conversion on November 1, 2021, on a one-for-one basis, into Series T Preferred Shares. Consequently, on November 1, 2021, BCE will have 5,870,133 Series T Preferred Shares and 2,128,267 Series S Preferred Shares issued and outstanding. The Series T Preferred Shares and the Series S Preferred Shares will continue to be listed on the Toronto Stock Exchange under the symbols BCE.PR.T and BCE.PR.S, respectively.

The Series T Preferred Shares will pay on a quarterly basis, for the five-year period beginning on November 1, 2021, as and when declared by the Board of Directors of BCE, a fixed cash dividend based on an annual fixed dividend rate of 4.990%.

The Series S Preferred Shares will continue to pay a monthly floating adjustable cash dividend for the five-year period beginning on November 1, 2021, as and when declared by the Board of Directors of BCE. The monthly floating adjustable dividend for any particular month will continue to be calculated based on the prime rate for such month and using the Designated Percentage for such month representing the sum of an adjustment factor (based on the market price of the Series S Preferred Shares in the preceding month) and the Designated Percentage for the preceding month.

This post is very late! It appears as a matter of record only!

Bombardier Inc. has announced (on 2022-7-12):

that as of August 1, 2022, its Series 3 Preferred Shares will pay, on a quarterly basis, as and when declared by the Board of Directors of Bombardier Inc., cash dividends for the following five years that will be based on a fixed rate equal to the product of (a) the average of the yields to maturity that would be carried by a Government of Canada bond with a five-year maturity, designated on July 11, 2022 by each of National Bank Financial Inc. and TD Securities Inc., namely 3.164%, multiplied by (b) 145%, which multiplier was previously announced on June 17, 2022.

Accordingly, the annual dividend rate applicable to the Series 3 Preferred Shares for the period of five years beginning on August 1, 2022 will be 4.588%.

As a reminder, any registered shareholder who wishes to convert his or her Series 2 and/or Series 3 Preferred Shares must complete and sign the conversion panel contained on the back of the Series 2 or Series 3 Preferred Share certificate, as the case may be, and deliver it to Computershare Investor Services Inc., and any registered shareholder who wishes to revoke or amend his or her previously delivered conversion instructions must notify Computershare Investor Services Inc., in each case at the latest by 5:00 p.m. (Montréal time) on July 18, 2022. Likewise, shareholders who are beneficial owners and who wish to exercise their right of conversion or, alternatively, revoke or amend their instructions should communicate as soon as possible with their broker or other nominee and follow their instructions. In that case, it is important that they follow such instructions and act in the timeframe advised so as to provide enough time to their broker or other nominee to meet the July 18, 2022 deadline.

This reporting is late and appears as a matter of record only!

Brookfield Asset Management Inc. has announced (in October, 2021):

that it has determined the fixed dividend rate on its Class A Preference Shares, Series 9 (the “Series 9 Preferred Shares”) (TSX: BAM.PR.G) for the five years commencing November 1, 2021 and ending October 31, 2026.

If declared, the fixed quarterly dividends on the Series 9 Preferred Shares during the five years commencing November 1, 2021 will be paid at an annual rate of 2.75% ($0.171875 per share per quarter). This dividend rate represents 218% of the interpolated yield, calculated as of October 12, 2021 at 10:00 a.m. (Toronto time), on the 1.00% Government of Canada bond due September 1, 2026 and the 1.00% Government of Canada bond due June 1, 2027. This dividend will be payable quarterly on the first day of February, May, August and November, commencing with the dividend payable on February 1, 2022.

The annual rate currently paid on the Series 9 Preferred Shares is 2.75%. A quarterly dividend payable at this rate will be paid on November 1, 2021 to shareholders of record on October 15, 2021.

Conversion Rights
Holders of Series 9 Preferred Shares have the right, at their option, exercisable not later than 5:00 p.m. (Toronto time) on October 18, 2021, to convert all or part of their Series 9 Preferred Shares, on a one-for-one basis, into Brookfield’s Class A Preference Shares, Series 8 (the “Series 8 Preferred Shares”) (TSX: BAM.PR.E), effective November 1, 2021. Holders of Series 9 Preferred Shares who elect to convert their shares by the conversion deadline will receive Series 8 Preferred Shares, effective November 1, 2021 and will be entitled to receive, if declared, a monthly floating-rate dividend based on the prime rate.

Holders of Series 8 Preferred Shares also have the right, at their option, exercisable not later than 5:00 p.m. (Toronto time) on October 18, 2021, to convert all or part of their Series 8 Preferred Shares, on a one-for-one basis, into Series 9 Preferred Shares, effective November 1, 2021. Holders of Series 8 Preferred Shares who elect to convert their shares by the conversion deadline will receive Series 9 Preferred Shares, effective November 1, 2021 and will be entitled to receive, if declared, the fixed-rate dividend as described above.

Holders of Series 9 Preferred Shares are not required to elect to convert all or any part of their Series 9 Preferred Shares into Series 8 Preferred Shares and holders of Series 8 Preferred Shares are not required to elect to convert all or any part of their Series 8 Preferred Shares into Series 9 Preferred Shares.

As provided in the share conditions of the Series 9 Preferred Shares, (i) if Brookfield determines that there would be fewer than 500,000 Series 9 Preferred Shares outstanding after November 1, 2021, all remaining Series 9 Preferred Shares will be automatically converted into Series 8 Preferred Shares on a one-for-one basis effective November 1, 2021; and (ii) if Brookfield determines that there would be fewer than 500,000 Series 8 Preferred Shares outstanding after November 1, 2021, no Series 9 Preferred Shares will be permitted to be converted into Series 8 Preferred Shares. There are currently 5,515,981 Series 9 Preferred Shares outstanding.

Similarly, as provided in the share conditions of the Series 8 Preferred Shares, (i) if Brookfield determines that there would be fewer than 500,000 Series 8 Preferred Shares outstanding after November 1, 2021, all remaining Series 8 Preferred Shares will be automatically converted into Series 9 Preferred Shares on a one-for-one basis effective November 1, 2021; and (ii) if Brookfield determines that there would be fewer than 500,000 Series 9 Preferred Shares outstanding after November 1, 2021, no Series 8 Preferred Shares will be permitted to be converted into Series 9 Preferred Shares. There are currently 2,476,185 Series 8 Preferred Shares outstanding.

Holders of Series 8 Preferred Shares and Series 9 Preferred Shares will again have the opportunity to convert their shares into the other series on November 1, 2026 and every five years thereafter.

They later announced (on 2021-10-22):

that holders of 8,202 of its Class A Preference Shares, Series 8 (the “Series 8 Preferred Shares”) (TSX: BAM.PR.E) and holders of 853,503 of its Class A Preference Shares, Series 9 (the “Series 9 Preferred Shares”) (TSX: BAM.PR.G) have elected, effective November 1, 2021, to convert their shares into an equivalent number of shares of the other series. Following these conversions, there will be 3,321,486 Series 8 Preferred Shares and 4,670,680 Series 9 Preferred Shares issued and outstanding.

I didn’t post this at the proper time! This post exists as a matter of record only!

Birchcliff Energy Ltd. has announced:

its intention to redeem all of its 2,000,000 issued and outstanding cumulative redeemable preferred shares, Series A (the “Series A Preferred Shares”) and all of its 1,528,219 issued and outstanding cumulative redeemable preferred shares, Series C (the “Series C Preferred Shares”) on September 30, 2022 (the “Redemption Date”) for a redemption price equal to $25.00 per share (the “Redemption Price”), less any tax required to be deducted or withheld by the Corporation. The aggregate Redemption Price payable by the Corporation to redeem the Series A and Series C Preferred Shares will be approximately $88.2 million. As September 30, 2022 is a federal statutory holiday in Canada, the aggregate Redemption Price will be paid by the Corporation to the sole registered holder of the Series A and Series C Preferred Shares on the next business day, being October 3, 2022.

In addition, the Corporation’s board of directors has declared a quarterly cash dividend of $0.527677 per Series A Preferred Share and $0.441096 per Series C Preferred Share, which dividends will be paid on October 3, 2022 to the holders of record at the close of business on September 15, 2022. The dividends have been designated as eligible dividends for the purposes of the Income Tax Act (Canada). These will be the final quarterly dividends on the Series A and Series C Preferred Shares and will be paid separately from the Redemption Price. Upon the payment of these dividends, there will be no accrued and unpaid dividends on the Series A or Series C Preferred Shares.

The Corporation has provided notice today of the Redemption Price and the Redemption Date to the sole registered holder of the Series A Preferred Shares and the Series C Preferred Shares in accordance with the terms of the shares as set out in the Corporation’s articles. Non-registered holders of Series A and Series C Preferred Shares should contact their broker or other intermediary for information regarding the redemption process for the Series A and Series C Preferred Shares in which they hold a beneficial interest. The Corporation’s transfer agent for the Series A and Series C Preferred Shares is Computershare Investor Services Inc. Questions regarding the redemption process may also be directed to Computershare Investor Services Inc. at 1-800-564-6253 or by email to corporateactions@computershare.com.

BIR.PR.A was issued as a FixedReset, 8.00%+683 that commenced trading 2012-8-8. It reset to 8.374% in 2017.

BIR.PR.C was issued as a seven-year retractible, 7.00%, that commenced trading in 2013.

Neither issue has been tracked by HIMIPref™. This company notice confirms their earlier, less official announcement.

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