downgraded the Preferred Shares (the Preferred Shares) issued by Big Pharma Split Corp. (the Company) to Pfd-3 from Pfd-3 (high). The Preferred Shares have experienced a considerable reduction in downside protection to 54.1% in August 2025 from 61.0% in August 2024 as a result of the decline in the net asset value (NAV) of the portfolio, which is heavily concentrated in large-cap pharmaceutical and biotechnology holdings. These sectors have experienced a sell-off amid political and regulatory uncertainty.
The Company invests in equally weighted common shares and securities (the Portfolio) convertible into or exchangeable for common shares (Equity Securities) of ten issuers from the Investable Universe, which is defined as Equity Securities that (1) are listed on a North American exchange, (2) pay a dividend, and (3) have sufficiently liquid options for their Equity Securities to permit the Portfolio Manager (i.e., Harvest Portfolio Group Inc.) to write options regarding such securities. The Portfolio Manager selects eight from the ten largest pharmaceutical issuers from the Investable Universe and the remaining two from the Investable Universe. The Portfolio Manager reconstitutes and rebalances the Portfolio at least semi-annually. No more than 20% of the net asset value (NAV) of the Company can be invested in securities other than from the 10 largest pharmaceutical issuers at the time of each semi-annual rebalance and reconstitution. The Portfolio securities consisted of Johnson & Johnson (10.5%), AstraZeneca PlC. (10.3%), GSK PLC (10.1%), Amgen Inc. (9.9%), AbbVie Inc. (9.8%), Eli Lilly and Company (9.6%), Merck & Co. Inc. (9.4%), Sanofi (9.3%), Pfizer Inc. (9.2%), Bristol-Myers Squibb Company (9.0%) as of July 31, 2025. The Portfolio Manager hedges substantially all of the Portfolio’s U.S.-dollar exposure back to the Canadian dollar.
The board of directors extended the Company’s maturity date in October 2022 for another five years to December 31, 2027. On maturity, the holders of the Preferred Shares will be entitled to the value of the Portfolio up to the face value of the Preferred Shares and any accrued but unpaid dividends in priority to the holders of the Class A Shares.
Holders of the Preferred Shares receive a quarterly fixed cumulative dividend in the amount of $0.125 per share to yield 5.00% per year on the issue price of $10.00. Holders of the Class A Shares receive regular monthly noncumulative distributions targeted to be $0.1031 per Class A Share to yield 8.25% per year on the issue price of $15.00. The Class A Share distributions are subject to an asset coverage test, which does not permit any distributions to holders of the Class A Shares if the NAV per Unit (one unit consist of one Preferred Share and one Class A Share) falls below $15.00 or if the dividends of the Preferred Shares are in arrears. No monthly distributions in excess of $0.1031 will be made to the Class A Shares if after such payment the NAV per Unit becomes less than $23.50 except when the Company has to make such payment to fully recover refundable taxes.
As of August 26, 2025, the downside protection available to holders of the Preferred Shares declined to 54.1% from 61.0% as of August 31, 2024. Dividend coverage improved to 0.4x from 0.2x a year ago, as a result of an increase in the dividend yield received on the Portfolio, however it remains below 1.0x. The dividend coverage below 1.0x indicates that the current dividend income earned by the Company is not enough to fully cover the Company’s targeted distributions on the Preferred Shares, which increases the reliance on the Manager to generate a high yield to meet distributions without having to liquidate portfolio securities. To supplement the Portfolio income, the Company may engage in covered call option writing on all or a portion of the shares held in the Portfolio. Without giving consideration to capital appreciation potential or any source of income other than the dividends earned by the Portfolio, the Preferred Share distributions together with the current distributions on the Class A Shares will create a projected grind on the NAV of the Portfolio of approximately 7.4% per year over the next 5 years.
The Company has established an at-the-market equity program (ATM Program) to replace the prior program established in December 2022, which allows the Company to issue Class A Shares and Preferred Shares from time to time at the Company’s discretion. The current ATM Program allows maximum gross proceeds of $75 million of each of the Preferred Shares and the Class A Shares and is in effect until February 7, 2027.
Considering the decrease in the amount of downside protection together with the projected grind on the Portfolio and dividend coverage below one time, Morningstar DBRS downgraded the rating on the Preferred Shares to Pfd-3 from Pfd-3 (high).
The main constraints to the credit rating are the following:
(1) Volatility in stock prices along with 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.
(2) Preferred Shares dividend coverage is less than one time.
(3) Stated monthly distributions on the Class A Shares may 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.
(4) Reliance 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) The concentration of the Portfolio in one industry
Morningstar DBRS’ credit ratings on the applicable classes address the credit risk associated with the identified financial obligations in accordance with the relevant transaction documents. Where applicable, a description of these financial obligations can be found in the transactions’ respective press releases at issuance.
The affected issue is PRM.PR.A .