Category: Issue Comments

Issue Comments

Redemption of TRP.PR.K Considered

TC Energy has announced:

that TransCanada Trust (the Trust), a wholly-owned financing trust subsidiary of TransCanada PipeLines Limited (TCPL), is considering an offering of subordinated trust notes (Trust Notes), guaranteed on a subordinated basis by TCPL, under the Trust’s short form base shelf prospectus dated Feb. 26, 2021.

If a successful offering is completed, the Company intends to use the proceeds to redeem its issued and outstanding Cumulative Redeemable Minimum Rate Reset First Preferred Shares, Series 15 (TSX:TRP.PR.K) pursuant to their terms, and pending such redemption, to reduce short-term indebtedness as well as for general corporate purposes. There is no certainty that the Trust will ultimately complete the offering being considered or as to the timing or terms on which such an offering might be completed.

TRP.PR.K is a FixedReset, 4.90%+385M490, that commenced trading 2016-11-21 after being announced 2016-11-14. It has been tracked by HIMIPref™ and assigned to the FixedReset (Premium) subindex.

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

Update, 2022-3-11: The Trust Note offering was successful.

TC Energy Corporation (TSX, NYSE: TRP) (TC Energy or the Company) today announced that TransCanada Trust (the Trust), a wholly-owned financing trust subsidiary of TransCanada PipeLines Limited (TCPL), has closed an offering of U.S. $800 million of 5.600% subordinated Trust Notes, Series 2022-A due March 7, 2082 (Trust Notes), guaranteed on a subordinated basis by TCPL. The Trust Notes were offered through a syndicate of underwriters, co-led by Deutsche Bank Securities Inc. and MUFG Securities Americas Inc., under the Trust’s short form base shelf prospectus dated Feb. 26, 2021, as supplemented by a prospectus supplement dated March 2, 2022.

The Company intends to use the proceeds to redeem its issued and outstanding Cumulative Redeemable Minimum Rate Reset First Preferred Shares, Series 15 (TSX:TRP.PR.K) pursuant to their terms, and pending such redemption, to reduce short-term indebtedness as well as for general corporate purposes.

Issue Comments

BCE.PR.O To Be Redeemed

BCE Inc. has announced (on February 24):

that it intends to redeem all of its outstanding Cumulative Redeemable First Preferred Shares, Series AO (the “Series AO Preferred Shares”) on March 31, 2022 at a redemption price of $25.00 per Series AO Preferred Share, less any taxes required to be deducted and withheld by the Corporation.

On February 2, 2022, the board of directors of the Corporation declared a quarterly dividend of $0.26625 per Series AO Preferred Share. This will be the final dividend on the Series AO Preferred Shares and will be paid in the usual manner on March 31, 2022 to shareholders of record as of February 28, 2022. After March 31, 2022, the Series AO Preferred Shares will cease to be entitled to dividends and the only remaining rights of holders of such shares will be to receive payment of the redemption amount.

A notice of the redemption of the Series AO Preferred Shares will be provided in accordance with the rights, privileges and conditions attached to the Series AO Preferred Shares. Beneficial holders of Series AO Preferred 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.

BCE.PR.O was issued as BAF.PR.C, a FixedReset, 4.55%+309, that commenced trading 2011-12-7 after being announced 2011-11-21. BCE privatized Bell Aliant in 2014 and included an Exchange Offer for its preferreds. The offer was successful and later became mandatory. After the first round, the ticker symbol, etc., was changed. BCE.PR.O reset to 4.26% in 2017; I recommended against conversion; and there was no conversion.

Thanks to Peculiar_Investor and CanSiamCyp for bringing this to my attention!

Issue Comments

ALA.PR.K Redemption Now Official

AltaGas Ltd. has announced (on February 16):

its intention to redeem – in accordance with the terms of the Cumulative Redeemable 5-Year Minimum Rate Reset Preferred Shares, Series K (the “Series K Shares”) as set out in the Company’s articles – all of its 12,000,000 issued and outstanding Series K Shares on March 31, 2022 (the “Redemption Date”) for a redemption price equal to $25.00 per Series K Share, together with all accrued and unpaid dividends to, but excluding, the Redemption Date (the “Redemption Price”), less any tax required to be deducted or withheld by the Company.

As outlined in a January 11, 2022 press release, AltaGas will use the proceeds from the $300 million Financing of 5.25% Fixed-to-Fixed Rate Subordinated Notes, Series 1 due January 11, 2082 (the “Series 1 Notes”) to redeem the Series K Shares. AltaGas expects to save approximately $66 million in the initial ten-year term of the Series 1 Notes due to lower taxes and financing charges. The Financing and Redemption will also continue to stagger, extend and de-risk AltaGas’ capital structure.

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

This confirms the earlier, non-binding company statement. Thanks to Assiduous Reader CanSiamCyp for bringing this to my attention.

Issue Comments

MFC.PR.R To Be Redeemed

Manulife Financial Corporation has announced (but not on their website, because who cares?):

its intention to redeem all of its outstanding 19,000,000 Non-cumulative Rate Reset Class 1 Shares Series 23 (“Series 23 Preferred Shares”) for cash on March 19, 2022. The Series 23 Preferred Shares (TSX: MFC.PR.R) are redeemable at Manulife’s option on March 19, 2022, at a redemption price per Series 23 Preferred Share equal to C$25.00 for an aggregate total of C$475 million. Formal notice will be delivered to holders of Series 23 Preferred Shares in accordance with the terms outlined in the share provisions for the Series 23 Preferred Shares.

Separately from the redemption price, the final quarterly dividend of C$0.303125 per Series 23 Preferred Share will be paid in the usual manner on March 19, 2022 to shareholders of record on February 23, 2022 or such other record date determined by the board. After the Series 23 Preferred Shares are redeemed, holders of Series 23 Preferred Shares will cease to be entitled to distributions of dividends and will not be entitled to exercise any rights as holders other than to receive the redemption price.

MFC.PR.R is a FixedReset, 4.85%+383, that commenced trading 2016-11-22 after being announced 2016-11-14. The issue has been tracked by HIMIPref™ and is included in the FixedReset (Premium) subindex.

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

Issue Comments

MFC.PR.H To Be Redeemed

Manulife Financial Corporation has announced (but not on their website because, well, you know, Manulife):

its intention to redeem all of its outstanding 10,000,000 Non-cumulative Rate Reset Class 1 Shares Series 7 (“Series 7 Preferred Shares”) for cash on March 19, 2022. The Series 7 Preferred Shares (TSX: MFC.PR.H) are redeemable at Manulife’s option on March 19, 2022, at a redemption price per Series 7 Preferred Share equal to C$25.00 for an aggregate total of C$250 million. Formal notice will be delivered to holders of Series 7 Preferred Shares in accordance with the terms outlined in the share provisions for the Series 7 Preferred Shares.

Separately from the redemption price, the final quarterly dividend of C$0.2695 per Series 7 Preferred Share will be paid in the usual manner on March 19, 2022 to shareholders of record on February 23, 2022 or such other record date determined by the board. After the Series 7 Preferred Shares are redeemed, holders of Series 7 Preferred Shares will cease to be entitled to distributions of dividends and will not be entitled to exercise any rights as holders other than to receive the redemption price.

MFC.PR.H is a FixedReset, 4.60%+313 that commenced trading 2012-2-22 after being announced 2012-2-14. Extension was announced in 2017, and the issue reset to 4.312%. I recommended against conversion and there was none.

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

Issue Comments

GDV.PR.A To Get Bigger

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.

Issue Comments

BIP.PR.D To Be Redeemed

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!

Issue Comments

BMO.PR.B To Be Redeemed

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!

Issue Comments

RY.PR.P To Be Redeemed

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!

Issue Comments

ENB.PF.I To Be Redeemed

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!