Category: Issue Comments

Brompton Group has announced (on January 20):

Global Dividend Growth Split Corp. (the “Company”) is pleased to announce it is undertaking an overnight treasury offering of class A and preferred shares (the “Class A Shares” and “Preferred Shares”, respectively).

The sales period for this overnight offering will end at 9:00 a.m. (ET) on Friday, January 21, 2022. The offering is expected to close on or about January 28, 2022 and is subject to certain closing conditions including approval by the Toronto Stock Exchange (“TSX”).

The Class A Shares will be offered at a price of $12.40 per Class A Share for a distribution rate of 9.7% on the issue price, and the Preferred Shares will be offered at a price of $10.00 per Preferred Share for a yield to maturity of 5.1%. (1) The closing price on the TSX for each of the Class A Shares and Preferred Shares on January 19, 2022 was $12.69 and $10.18, respectively. The Class A Share and Preferred Share offering prices were determined so as to be non-dilutive to the most recently calculated net asset value per unit of the Company (“Unit”) calculated as at January 19, 2022), as adjusted for dividends and certain expenses to be accrued prior to or upon settlement of the offering. The offering is being led by RBC Capital Markets.

The Company invests in a diversified portfolio (the “Portfolio”) of equity securities of large capitalization global dividend growth companies selected by Brompton Funds Limited (the “Manager”). In order to qualify for inclusion in the Portfolio, at the time of investment and at the time of each periodic reconstitution and/or rebalancing of the Portfolio, each global dividend growth company included in the Portfolio must (i) have a market capitalization of at least $10 billion; and (ii) have a history of dividend growth or, in the Manager’s view, have high potential for future dividend growth.

The investment objectives for the Class A Shares are to provide holders with regular monthly cash distributions and to provide the opportunity for capital appreciation through exposure to the Portfolio.

The investment objectives for the Preferred Shares are to provide holders with fixed cumulative preferential quarterly cash distributions, currently in the amount of $0.125 per Preferred Share, and to return the original issue price to holders of Preferred Shares on June 30, 2026.

They announced today:

Global Dividend Growth Split Corp. (the “Company”) is pleased to announce a successful overnight treasury offering of class A shares and preferred shares (the “Class A Shares” and “Preferred Shares”, respectively). Gross proceeds of the offering are expected to be approximately $28.6 million.

Brookfield Infrastructure Partners L.P. has announced (emphasis added):

the closing of a public offering of $300 million of fixed rate perpetual subordinated notes (the “Notes”).

The Notes have a fixed coupon of 5.125% and will be listed on the New York Stock Exchange under the symbol “BIPI”. Brookfield Infrastructure intends to use the net proceeds of the offering for the redemption of its Class A Preferred Units, Series 7, which are redeemable by Brookfield Infrastructure on March 31, 2022, with the remainder to be used for working capital purposes.

The Notes were issued by BIP Bermuda Holdings I Limited, an indirect wholly owned subsidiary of Brookfield Infrastructure, and are guaranteed on a subordinated basis by Brookfield Infrastructure and certain of its other subsidiaries.

Wells Fargo Securities, LLC, BofA Securities, Inc., Morgan Stanley & Co. LLC, RBC Capital Markets, LLC and Citigroup Global Markets Inc. acted as joint book-running managers for the offering.

BIP.PR.D is a FixedReset, 5.00%+378M500, ROC + Interest, that commenced trading 2017-1-26 after being announced 2017-1-19. It is tracked by HIMIPref™ and is been assigned to the FixedReset (Premium) subindex.

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

Bank of Montreal has announced:

its intention to redeem all of its 24,000,000 outstanding Non-Cumulative 5-Year Rate Reset Class B Preferred Shares, Series 38 (Non-Viability Contingent Capital (NVCC)) (the “Preferred Shares Series 38”) for an aggregate total of $600 million on February 25, 2022. The redemption has been approved by the Office of the Superintendent of Financial Institutions.

The Preferred Shares Series 38 are redeemable at the Bank’s option on February 25, 2022 (the “Redemption Date”) at a redemption price of $25.00 per share. Payment of the redemption price will be made by the Bank on the Redemption Date.

Separately from the payment of the redemption price, the final quarterly dividend of $0.303125 per share for the Preferred Shares Series 38 announced by the Bank on December 3, 2021 will be paid in the usual manner on February 25, 2022, to shareholders of record on February 1, 2022.

Notice will be delivered to holders of the Preferred Shares Series 38 in accordance with the terms thereof.

BMO.PR.B is a FixedReset, 4.85%+406, NVCC-compliant issue that commenced trading 2016-10-21 after being announced 2016-10-14. It has been tracked by HIMIPref™ and assigned to the FixedResets (Premium) subindex.

Thanks to Assiudous Readers TMD and CanSiamCyp for bringing this to my attention!

Royal Bank of Canada has announced:

its intention to redeem all of its issued and outstanding Non-Cumulative First Preferred Shares, Series BJ (Series BJ shares) (TSX: RY.PR.P) on February 24, 2022, for cash at a redemption price of $25.75 per share to be paid on February 24, 2022.

There are 6,000,000 Series BJ shares outstanding, representing $150 million of capital. The redemptions will be financed out of the general corporate funds of Royal Bank of Canada.

The final quarterly dividend of $0.328125 for each of the Series BJ shares, subject to declaration by the board of directors, will be paid separately from the redemption price for each of the Series BJ Shares and in the usual manner on February 24, 2022 to shareholders of record at the close of business on January 26, 2022. After such dividend payments, the holders of Series BJ shares will cease to be entitled to dividends.

RY.PR.P is a PerpetualDiscount, 5.25%, that commenced trading 2015-10-2 after being announced 2015-9-24. The issue has been tracked by HIMIPref™ and is assigned to the PerpetualPremium subindex.

Investors should be aware of a tax wrinkle in this redemption, in that the redemption price is 25.75. For tax purposes, this is regarded as a sale at $25.00 and a deemed dividend of $0.75. Those who cannot immediately use any capital loss generated by this sale to offset capital gains on current taxes should seriously consider selling on the market; by being redeemed they are paying tax immediately on the dividend but getting no immediate offset; by selling at around 25.75, they will at least avoid such a grievous mismatch in the relative timing of the two taxes.

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

Enbridge Inc. has announced:

that it intends to exercise its right to redeem all of its outstanding Cumulative Redeemable Minimum Rate Reset Preference Shares, Series 17 (“Series 17 Shares”) on March 1, 2022 at a price of $25.00 per Series 17 Share, together with all accrued and unpaid dividends, if any.

Beneficial holders who are not directly the registered holders of the Series 17 Shares should contact the financial institution, broker or other intermediary through which they hold these shares to confirm how they will receive their redemption proceeds. Inquiries from registered shareholders should be directed to Enbridge’s Registrar and Transfer Agent, Computershare Investor Services Inc., at 1-800-564-6253 (Canada and United States) or 1-514-982-7555 (Outside North America).

This confirms their recent consideration of this redemption.

ENB.PF.I is a FixedReset 5.15%+414M515, that commenced trading 2016-11-23 after being announced 2016-11-15. It is tracked by HIMIPref™ and has been added to the Scraps index due to credit concerns.

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

Quadravest has announced:

North American Financial 15 Split Corp. (the “Company”) is pleased to announce it will undertake an offering of Preferred Shares and Class A Shares of the Company. The offering will be led by National Bank Financial Inc.

The Preferred Shares will be offered at a price of $10.05 per Preferred Share to yield 6.7% and the Class A Shares will be offered at a price of $7.75 per Class A Share to yield 17.5%.

The closing price on the TSX of each of the Preferred Shares and the Class A Shares on January 18, 2022 was $10.14 and $7.87, respectively.

Since inception of the Company, the aggregate dividends declared on the Preferred Shares have been $9.33 per share
and the aggregate dividends declared on the Class A Shares have been $15.36 per share, for a combined total of $24.69. All distributions to date have been made in tax advantage eligible Canadian dividends or capital gains dividends.

The net proceeds of the offering will be used by the Company to invest in an actively managed, high quality portfolio consisting of 15 financial services companies made up of Canadian and U.S. issuers as follows:

Bank of Montreal	National Bank of Canada	Bank of America Corp.
The Bank of Nova Scotia	Manulife Financial Corporation	Citigroup Inc.
Canadian Imperial Bank of Commerce	Sun Life Financial Services of Canada Inc.	Goldman Sachs Group Inc.
Royal Bank of Canada	Great-West Lifeco Inc.	JP Morgan Chase & Co.
The Toronto-Dominion Bank	CI Financial Corp.	Wells Fargo & Co.

The Company’s investment objectives are:
Preferred Shares:
i. to provide holders of the Preferred Shares with fixed, cumulative preferential monthly cash dividends currently in the amount of 6.75% annually, to be set by the Board of Directors annually subject to a minimum of 5.50% until
2024; and
ii. on or about the termination date, currently December 1, 2024 (subject to further 5 year extensions thereafter), to pay the holders of the Preferred Shares $10.00 per Preferred Share.

Class A Shares:
i. to provide holders of the Class A Shares with regular monthly cash dividends in an amount to be determined by
the Board of the Directors; and
ii. to permit holders to participate in all growth in the net asset value of the Company above $10 per Unit, by paying holders on or about the termination date of December 1, 2024 (subject to further 5 year extensions thereafter) such amounts as remain in the Company after paying $10 per Preferred Share.

The sales period of this overnight offering will end at 9:00 a.m. EST on January 20, 2022. The offering is expected to close on or about January 27, 2022 and is subject to certain closing conditions including approval by the TSX.

So Whole Units are being offered for $17.80, against a January 14 NAVPU of 17.49, an apparent premium of a very slim 1.8%.

Middlefield has not bothered to announce the recent name change of Real Estate Split Corp. (formerly Real Estate & E-Commerce Split Corp.). To get the details, one must visit SEDAR and search for “Real Estate Split Corp. (formerly Real Estate & E-Commerce Split Corp.) Jan 6 2022 09:36:30 ET Other securityholders documents – English PDF 169 K” to get a link to a document that the Canadian Securities Administrators won’t allow me to link to because we’re all stupid investor scum and should not bother ourselves with complicated documents.

Oh, Canada!

Enbridge Inc. has announced:

that, subject to market and other conditions, it is considering an offering of hybrid subordinated debt securities in Canada on a private placement basis in reliance upon exemptions from the prospectus requirements under applicable securities legislation.

If a successful offering is completed, the Company intends to use the net proceeds of the offering to redeem its issued and outstanding Cumulative Redeemable Minimum Rate Reset Preference Shares, Series 17 (TSX: ENB.PF.I), in accordance with their terms, and pending such redemption, to repay short-term indebtedness as well as for general corporate purposes.

This news release does not constitute a notice of redemption with respect to the Cumulative Redeemable Minimum Rate Reset Preference Shares, Series 17, nor does it constitute an offer to sell or the solicitation of an offer to buy the hybrid subordinated debt securities in any jurisdiction.

ENB.PF.I is a FixedReset 5.15%+414M515, that commenced trading 2016-11-23 after being announced 2016-11-15. It is tracked by HIMIPref™ and has been added to the Scraps index due to credit concerns.

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

Brompton Group has announced:

Brompton Lifeco Split Corp. (the “Company”) is pleased to announce it is undertaking an overnight treasury offering of class A and preferred shares (the “Class A Shares” and “Preferred Shares”, respectively).

The sales period for this overnight offering will end at 9:00 a.m. (ET) on Friday, January 7, 2022. The offering is expected to close on or about January 13, 2022 and is subject to certain closing conditions including approval by the Toronto Stock Exchange (“TSX”).

The Class A Shares will be offered at a price of $6.95 per Class A Share for a distribution rate of 12.9% on the issue price, and the Preferred Shares will be offered at a price of $10.05 per Preferred Share for a yield to maturity of 6.6%.(1) The closing market price on the TSX for each of the Class A Shares and Preferred Shares on January 5, 2022 was $7.06 and $10.30, respectively. The Class A Share and Preferred Share offering prices were determined so as to be non-dilutive to the most recently calculated net asset value per unit of the Company (“Unit”) (calculated as at December 30, 2021), as adjusted for dividends and certain expenses to be accrued
prior to or upon settlement of the offering. The offering is being led by RBC Capital Markets.

The Company invests in a portfolio (the “Portfolio”) of common shares of the four Canadian life insurance companies on an approximately equal weight basis: Great-West Lifeco Inc., iA Financial Corporation Inc., Manulife Financial Corporation and Sun Life Financial Inc.

Over the last 3 years, the Class A Shares have delivered a 42.0% per annum total return based on net asset value (“NAV”) and the Preferred Shares have returned 6.4% per annum, as of December 31, 2021.(1)

The investment objectives for the Class A Shares are to provide holders with regular monthly cash distributions targeted to be at least $0.075 per Class A Share and to provide the opportunity for growth in the net asset value per Class A Share.

The investment objectives for the Preferred Shares are to provide holders with fixed cumulative preferential quarterly cash distributions, currently in the amount of $0.15625 per Preferred Share, and to return the original issue price to holders of Preferred Shares on April 29, 2024.

The NAVPU of the fund was 16.40 per whole unit on 2021-12-30 so the new issue comes at a premium of 3.7% over the December 30 price.

Update, 2022-1-7:They raised $40.5-million:

Brompton Lifeco Split Corp. (the “Company”) is pleased to announce a successful overnight treasury offering of class A shares and preferred shares (the “Class A Shares” and “Preferred Shares”, respectively). Gross proceeds of the offering are expected to be approximately $40.5 million. The offering is expected to close on or about January 13, 2022 and is subject to certain closing conditions. The Company has granted the Agents (as defined below) an over-allotment option, exercisable for 30 days following the closing date of the offering, to purchase up to an additional 15% of the number of Class A Shares and Preferred Shares issued at the closing of the offering.

AltaGas Ltd. has announced:

that it has priced an offering of $300 million of 5.25% Fixed-to-Fixed Rate Subordinated Notes, Series 1 due January 11, 2082 (the “Offering”).

The Offering is expected to close on or about January 11, 2022. The Company intends to use the net proceeds of the offering to redeem or repurchase its outstanding cumulative redeemable five-year rate reset preferred shares, series K (TSX: ALA.PR.K).

The subordinated notes are being offered through a syndicate of underwriters, co-led by CIBC Capital Markets, BMO Capital Markets and RBC Capital Markets, under AltaGas’ short form base shelf prospectus dated February 22, 2021, as supplemented by a prospectus supplement dated January 5, 2022.

ALA.PR.K is a FixedReset, 5.00%+380M500, that commenced trading 2017-2-22 after being announced 2017-2-13. It is tracked by HIMIPref™ but relegated to the Scraps subindex on credit concerns.

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

Update, 2022-1-16: The sub-debt offering closed:

AltaGas Ltd. (“AltaGas” or the “Company”) (TSX: ALA) today announced that it has closed its previously announced offering of $300 million of 5.25% Fixed-to-Fixed Rate Subordinated Notes, Series 1 due January 11, 2082 (the “Offering”).

The Company intends to use the net proceeds of the offering to redeem or repurchase its outstanding cumulative redeemable five-year rate reset preferred shares, series K (TSX: ALA.PR.K). As a result of the Offering, based on current rates, AltaGas expects to save approximately $66 million in the initial ten-year term of the Offering due to lower taxes and financing charges. The Offering also continues to stagger, extend and de-risk AltaGas’ capital structure.

The subordinated notes are being offered through a syndicate of underwriters, co-led by CIBC Capital Markets, BMO Capital Markets and RBC Capital Markets, under AltaGas’ short form base shelf prospectus dated February 22, 2021, as supplemented by a prospectus supplement dated January 5, 2022.