Category: Issue Comments

TC Energy Corporation has announced:

that TransCanada Trust (the Trust), a wholly-owned financing trust subsidiary of TransCanada PipeLines Limited (TCPL), has closed an offering of $500 million of 4.20% subordinated Trust Notes, Series 2021-A due March 4, 2081 (Trust Notes), guaranteed on a subordinated basis by TCPL. The Trust Notes were offered through a syndicate of underwriters, co-led by BMO Capital Markets and Scotiabank, under the Trust’s short form base shelf prospectus dated February 26, 2021, as supplemented by a prospectus supplement dated March 1, 2021.

The Company intends to use the proceeds to redeem its issued and outstanding Cumulative Redeemable Minimum Rate Reset First Preferred Shares, Series 13 (TSX:TRP.PR.J) pursuant to their terms, and pending such redemption, to reduce short-term indebtedness as well as for general corporate purposes.

Well, 60-year subordinated debt at 4.20% interest sure beats the 5.50% dividend minimum payable on TRP.PR.J!

TRP.PR.J is a FixedReset, 5.50%+469M550, that commenced trading 2016-4-20 after being announced 2016-4-13.

Thanks to Assiduous Reader CanSiamCyp for ensuring I didn’t miss this.

TransAlta Corporation has announced:

that it does not intend to exercise its right to redeem all or any portion of the currently outstanding Cumulative Redeemable Rate Reset First Preferred Shares, Series A (“Series A Shares”) (TSX: TA.PR.D) and the Cumulative Redeemable Floating Rate First Preferred Shares, Series B (“Series B Shares”) (TSX: TA.PR.E) on March 31, 2021 (the “Conversion Date”).

As a result, and subject to certain conditions, the holders of the Series A Shares will have the right to elect to: (a) retain any or all of their Series A Shares and continue to receive a fixed rate quarterly dividend; or (b) convert all or any of their Series A Shares into Series B Shares on the basis of one Series B Share for each Series A Share on the Conversion Date and receive a floating rate quarterly dividend.

Comparably, subject to certain conditions, the holders of the Series B Shares will have the right to elect to: (a) retain any or all of their Series B Shares and continue to receive a floating rate quarterly dividend; or (b) convert all or any of their Series B Shares into Series A Shares on the basis of one Series A Share for each Series B Share on the Conversion Date and receive a fixed rate quarterly dividend.

As provided in the share terms, the foregoing conversion right is subject to the conditions that: (i) if TransAlta determines that there would remain outstanding immediately following the conversion, less than 1,000,000 Series A Shares, holders of Series B Shares shall not be entitled to convert their shares into Series A Shares, and the remaining Series A Shares will automatically convert to Series B Shares, on the Conversion Date; or (ii) if TransAlta determines that there would remain outstanding immediately after the conversion, less than 1,000,000 Series B Shares, holders of Series A Shares shall not be entitled to convert their shares into Series B Shares, and the remaining Series B Shares will automatically convert to Series A Shares, on the Conversion Date. There are currently 10,175,380 Series A Shares outstanding and 1,824,620 Series B Shares.

Should a holder of Series A Shares choose to retain their shares, such shareholders will receive quarterly fixed dividend rate applicable to Series A Shares of 0.71925% (2.87700% on an annualized basis) for the five-year period from and including March 31, 2021 to but excluding March 31, 2026. Should a holder of Series A Shares choose to convert their shares to Series B Shares, the Series B Shares that may be issued on the Conversion Date will receive the floating quarterly dividend rate applicable to the Series B Shares of 0.52431% (2.10300% on an annualized basis) for the three-month period from and including March 31, 2021 to but excluding June 30, 2021. The floating dividend rate will be reset every quarter.

Should a holder of Series B Shares choose to retain their shares, such shareholders will receive the floating quarterly dividend rate applicable to Series B Shares of 0.52431% (2.10300% on an annualized basis) for the three-month period from and including March 31, 2021 to but excluding June 30, 2021. The floating dividend rate will be reset every quarter. Should a holder of Series B Shares choose to convert their shares to Series A Shares, holders of Series A Shares will receive the new fixed quarterly dividend rate applicable to the Series A Shares of 0.71925% (2.87700% on an annualized basis) for the five-year period from and including March 31, 2021 to but excluding March 31, 2026.

The Series A Shares and Series B Shares are issued in “book entry only” form and must be purchased or transferred through a participant in the CDS depository service (“CDS Participant”). All rights of holders of Series A Shares and Series B Shares must be exercised through CDS or the CDS Participant through which the shares are held. The deadline for the registered shareholder to provide notice of exercise of the right to convert Series A Shares into Series B Shares, or Series B Shares into Series A Shares, as applicable, is 3:00 p.m. (MST) / 5:00 p.m. (EST) on March 16, 2021. Any notices received after this deadline will not be valid. As such, holders of Series A Shares or Series B Shares who wish to exercise their right to convert their shares should contact their broker or other intermediary for more information and it is recommended that this be done as soon as possible and well in advance of the deadline in order to provide the broker or other intermediary with time to complete the necessary steps.

If TransAlta does not receive an election notice from a holder of Series A Shares or Series B Shares during the time fixed therefor, then such shares shall be deemed not to have been converted (except in the case of an automatic conversion described above). Holders of the Series A Shares and the Series B Shares will have the opportunity to convert their shares again on March 31, 2026, and every five years thereafter as long as the shares remain outstanding. For more information on the terms of the Series A Shares and the Series B Shares, please see TransAlta’s articles of amalgamation, including the share terms and shares in series schedule attached thereto as Schedule “A”, which are available on the Company’s website under Governance.

TA.PR.D was issued as a FixedReset, 4.60%+203, that commenced trading 2010-12-10 after being announced 2010-12-2. In 2016, it reset to 2.709%. I recommended against conversion, but there was a 15% conversion to the FloatingReset, TA.PR.E, anyway.

TA.PR.E is a FloatingReset, Bills+203, that arose via a partial conversion from the FixedReset, TA.PR.D.

First National Financial Corporation has announced:

the applicable dividend rates for its cumulative 5-year rate reset Class A Preference Shares, Series 1 (“Series 1 Preference Shares”) and cumulative floating rate Class A Preference Shares, Series 2 (“Series 2 Preference Shares”).

With respect to any Series 1 Preference Shares that remain outstanding on March 31, 2021, commencing as of such date, holders thereof will be entitled to receive cumulative preferential cash dividends on a quarterly basis, as and when declared by the Board of Directors of First National. The annual dividend rate for the five-year period commencing on April 1, 2021, and ending on March 31, 2026 will be 2.895%, being equal to the 5-Year Government of Canada bond yield determined as at 10 am (Toronto time) March 2, 2021 plus 2.07%, as determined in accordance with the terms of the Series 1 Preference Shares.

With respect to any Series 2 Preference Shares that remain outstanding on March 31, 2021, holders thereof will be entitled to receive floating rate cumulative preferential cash dividends on a quarterly basis, as and when declared by the Board of Directors of First National, based on a dividend rate equal to the 90-day Canadian Treasury Bill plus 2.07% on an actual/365 day count basis, subject to certain adjustments in accordance with the terms of the Series 2 Preference Shares. The dividend rate for the period commencing on April 1, 2021 and ending on June 30, 2021 will be equal to 2.192%, as determined in accordance with the terms of the Series 2 Preference Shares.

Beneficial owners of Series 1 Preference Shares or Series 2 Preference Shares who wish to exercise their right of conversion should communicate as soon as possible with their broker or other nominee and ensure that they follow their instructions in order to ensure that they meet the deadline to exercise such right, which is 5:00 p.m. (Toronto time) on March 16, 2021.

FN.PR.A is a FixedReset, 4.65%+207, that commenced trading 2011-1-25 after being announced 2011-1-17. Notice of extension was given in February, 2016 and the issue reset to 2.79%. I recommended against conversion, but there was 28% conversion to the FloatingReset, FN.PR.B. Notice of the second extension was given in February, 2021.

FN.PR.B is a FloatingReset, Bills+207, that arose via a partial conversion from the FixedReset, FN.PR.A, in 2016.

BCE Inc. has announced:

NOTICE IS HEREBY GIVEN THAT:

1. Holders of fixed-rate BCE Inc. Series AM Preferred Shares have the right to convert all or part of their shares,
effective on March 31, 2021, on a one-for-one basis, into floating-rate Cumulative Redeemable First Preferred
Shares, Series AN of BCE Inc. (the “Series AN Preferred Shares”). In order to convert their shares, holders must
exercise their right of conversion during the conversion period, which runs from March 1, 2021 until 5:00 p.m.
(Montréal/Toronto time) on March 16, 2021.

2. Holders not wishing to convert or who do not comply with the instructions set out in paragraph 3 below by
the appropriate deadline will, subject to paragraph 6 below, retain their Series AM Preferred Shares and,
accordingly, will continue to receive a fixed quarterly dividend as described in paragraph 4 below. However,
but subject to paragraph 6 below, on March 31, 2026, and every five years thereafter, holders of both Series
AM Preferred Shares and Series AN Preferred Shares will have the right to convert their shares into shares of
the other series.

3. In order to exercise its conversion right in respect of all or part of its Series AM Preferred Shares, the
registered holder must provide a written notice thereof, accompanied by its Series AM 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 March 16, 2021, to one
of the following addresses of AST Trust Company (Canada):

By Mail:
P.O. Box 1036
Adelaide Street Postal Station
Toronto, (Ontario) M5C 2K4
CANADA

By Personal Delivery, Courier or Registered Mail:
Attention: Corporate Actions
1 Toronto Street, Suite 1200
Toronto (Ontario) M5C 2V6
CANADA
Attention: Corporate Actions

Delivery may be done in person, by courier, by registered mail or by mail. However, if share certificates are
delivered by courier, by registered mail or by mail, the registered shareholder must ensure that they are
sent sufficiently in advance so that they are received by AST Trust Company (Canada) by the abovementioned deadline.

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. As of March 31, 2021, the Series AM 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 semiannually (the “Government of Canada Yield”), computed on March 1, 2021 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) 2.09%. The “Government of Canada Yield” computed on March 1, 2021 is
0.849%. Accordingly, the annual fixed dividend rate applicable to the Series AM Preferred Shares for the
period of five years beginning on March 31, 2021 will be 2.939%.

5. As of March 31, 2021, the Series AN Preferred Shares will, should they remain outstanding, continue to pay, for
each quarterly period, 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) 2.09%, 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 March 1, 2021 and applicable to the
Series AN Preferred Shares for the quarterly period from and including March 31, 2021 to but excluding June
30, 2021 will be 0.53927% (annual rate of 2.163%, based on a T-Bill Rate of 0.073%).

6. After the end of the conversion period on March 16, 2021, if BCE Inc. determines that there would be less than
1,000,000 Series AM Preferred Shares outstanding after the conversion date (March 31, 2021), BCE Inc. will
automatically convert all remaining Series AM Preferred Shares into Series AN Preferred Shares. However, if
BCE Inc. determines that there would be less than 1,000,000 Series AN Preferred Shares outstanding after
the conversion date, then no Series AM Preferred Shares will be converted into Series AN Preferred Shares.
7. For any questions about the steps to be followed, please contact AST Trust Company (Canada) at 1-800-561-
0934, the transfer agent and registrar for BCE Inc.’s preferred shares.

DATED in Montréal, this 1st day of March, 2021.
Glen LeBlanc
Executive Vice-President and Chief Financial Officer
BCE Inc.

BCE.PR.M was issued as BAF.PR.A, a FixedReset 4.85%+209, issued 2011-3-15 after being announced 2011-2-22. After an exchange offer for the BAF preferreds, there was a partial conversion to BCE preferreds, followed by a forced conversion in 2014. The ticker changed to BCE.PR.M in September, 2014. BCE.PR.M reset to 2.764% in 2016. I recommended against conversion but there was a 17% conversion to the FloatingReset, BCE.PR.N, anyway.

BCE.PR.N is a FloatingReset, Bills+209, that arose through partial conversion from the FixedReset, BCE.PR.M, in 2016.

RF Capital Group Inc. has announced that it:

incorrectly published the new dividend rate for its Cumulative 5-Year Rate Reset Preferred Shares, Series B (Series B Shares). The dividend rate for the five-year period commencing on April 1, 2021 and ending on and including March 31, 2026 will be 3.73% per annum or $0.233313 per share per quarter, being equal to the sum of the five year Government of Canada bond yield determined as of March 1, 2021, plus 2.89%, in accordance with the terms of the Series B Shares.

The prior press release announced:

the applicable dividend rates for its Cumulative 5-Year Rate Reset Preferred Shares, Series B (the Series B Shares) and its Cumulative Floating Rate Preferred Shares, Series C (the Series C Shares), further to its press release dated February 25, 2021, announcing that it did not exercise its right to redeem all or any part of the currently outstanding Series B Shares or Series C Shares and, as a result of which, subject to certain conditions, the holders of the Series B Shares have the right to convert all or any part of their Series B Shares into Series C Shares on a one-for-one basis and vice versa.

With respect to any Series B Shares that remain outstanding after March 31, 2021, holders thereof will be entitled to receive quarterly fixed, cumulative, preferential cash dividends, if, as and when declared by the Board of Directors of the Company, subject to the provisions of the Business Corporations Act (Ontario). The dividend rate for the five-year period commencing on April 1, 2021 and ending on and including March 31, 2026 will be 3.70% per annum or $0.231313 per share per quarter, being equal to the sum of the five year Government of Canada bond yield determined as of today, plus 2.89%, in accordance with the terms of the Series B Shares.

With respect to any Series C Shares that remain outstanding after March 31, 2021, holders thereof will be entitled to receive quarterly floating rate, cumulative, preferential cash dividends, if, as and when declared by the Board of Directors of the Company, subject to the provisions of the Business Corporations Act (Ontario). The dividend rate for the three-month period commencing on April 1, 2021 and ending on and including June 30, 2021 will be 3.00% per annum or $0.186799 per share for the quarter, being equal to the sum of the three-month Government of Canada Treasury Bill yield determined as of today, plus 2.89% (calculated on the basis of the actual number of days elapsed during such quarterly period divided by 365), in accordance with the terms of the Series C Shares. The quarterly floating dividend rate will be reset every quarter.

Beneficial owners of Series B Shares or Series C Shares who wish to exercise their conversion right should communicate as soon as possible with their broker or other nominee to ensure their instructions are followed for exercising such right on or prior to the deadline for exercise, which is 5:00 p.m. (Toronto time) on March 16, 2021.

RCG.PR.B was issued as GMP.PR.B, a FixedReset 5.50%+289, which commenced trading 2011-2-22 after being announced 2011-2-1. The notice of extension was reported on PrefBlog. The issue reset at 3.611% in 2016; there was a 22% conversion to GMP.PR.C. It is tracked by HIMIPref™ but is relegated to the Scraps index on credit concerns. The ticker was changed from GMP.PR.B to RCG.PR.B in 2020, following a name change.

RCG.PR.C is a FloatingReset, Bills+289, that came into existence via a 22% conversion from GMP.PR.B in 2016. The ticker was changed from GMP.PR.C to RCG.PR.C in 2020, following a name change.

Cenovus Energy Inc. has announced:

the company does not intend to exercise its right to redeem its Cumulative Redeemable First Preferred Shares, Series 1 (Series 1 Shares) and Cumulative Redeemable First Preferred Shares, Series 2 (Series 2 Shares) on March 31, 2021. As a result, subject to certain conditions:

the holders of Series 1 Shares have the right to choose one of the following options with regard to their shares:
retain any or all of their Series 1 Shares and continue to receive an annual fixed-rate dividend paid quarterly; or
convert, on a one-for-one basis, any or all of their Series 1 Shares into Series 2 Shares and receive an annual floating-rate dividend paid quarterly, and
the holders of Series 2 Shares have the right to choose one of the following options with regard to their shares:
retain any or all of their Series 2 Shares and continue to receive an annual floating-rate dividend paid quarterly; or
convert, on a one-for-one basis, any or all of their Series 2 Shares into Series 1 Shares and receive an annual fixed-rate dividend paid quarterly.
Conversion to either Series 1 Shares or Series 2 Shares is subject to the conditions that, after taking into account all Series 1 Shares and Series 2 Shares tendered for conversion: (i) if Cenovus determines there would be less than 1,000,000 Series 1 Shares outstanding after March 31, 2021, then all remaining Series 1 Shares will automatically be converted to Series 2 Shares on a one-for-one basis on March 31, 2021 and no Series 2 Shares tendered for conversion will be converted into Series 1 Shares; and (ii) if Cenovus determines there would be less than 1,000,000 Series 2 Shares outstanding after March 31, 2021, then all remaining Series 2 Shares will automatically be converted to Series 1 Shares on a one-for-one basis on March 31, 2021 and no Series 1 Shares tendered for conversion will be converted into Series 2 Shares. In either case, Cenovus will issue a news release to that effect no later than March 24, 2021.

Holders of Series 1 Shares who choose to retain any or all of their shares or holders of Series 2 Shares who choose to convert to Series 1 Shares will receive the new annual fixed-rate dividend paid quarterly applicable to the Series 1 Shares for the five-year period commencing March 31, 2021 to, but excluding, March 31, 2026 of 2.577%, being equal to the sum of the Government of Canada five-year bond yield of 0.847% plus 1.73% in accordance with the terms of the Series 1 Shares, subject to the conditions described above.

Holders of Series 2 Shares who choose to retain any or all of their shares or holders of Series 1 Shares who choose to convert to Series 2 Shares will receive a new annual floating-rate dividend paid quarterly applicable to the Series 2 Shares for the five-year period commencing March 31, 2021 to, but excluding, March 31, 2026. The dividend rate applicable to the Series 2 Shares for the three-month period commencing March 31, 2021 to, but excluding, June 30, 2021 will be 1.80301%, being equal to the annual rate for the most recent auction of 90-day Government of Canada Treasury Bills of 0.073% plus 1.73%, in accordance with the terms of the Series 2 Shares (the Floating Quarterly Dividend Rate), subject to the conditions described above. The Floating Quarterly Dividend Rate will be reset every quarter.

Beneficial owners of Series 1 Shares or Series 2 Shares who wish to exercise the right of conversion should communicate as soon as possible with their brokers or other nominees in order to meet the deadline for registered holders to exercise such right, which is 5 p.m. ET on March 16, 2021. It is recommended this communication be had well in advance of the deadline in order to provide the brokers or other intermediaries with time to complete the necessary steps. Holders of Series 1 Shares who do not exercise the right of conversion by this deadline will continue to hold Series 1 Shares with the new annual fixed rate dividend, subject to the conditions described above. Holders of Series 2 Shares who do not exercise the right of conversion by this deadline will continue to hold Series 2 Shares with the new annual floating rate dividend, which will be reset every quarter, subject to the conditions described above.

Holders of the Series 1 Shares and the Series 2 Shares will have the opportunity to convert their shares again on March 31, 2026 and every five years thereafter as long as the shares remain outstanding.

CVE.PR.A was issued as HSE.PR.A, a FixedReset, 4.45%+173, on 2011-3-18 after being announced 2011-3-10. Notice of extension was published in February, 2016 and the issue reset to 2.404%. I recommended against conversion but there was a 13% conversion to the FloatingReset HSE.PR.B anyway. The ticker changed to CVE.PR.A following the Plan of Arrangement between HSE and CVE.

CVE.PR.B is a FloatingReset, Bills+173, that arose via a partial conversion from HSE.PR.A to HSE.PR.B in 2016. The ticker changed to CVE.PR.B following the Plan of Arrangement between HSE and CVE.

First National Financial Corporation has announced (although not yet on their website):

that it does not intend to exercise its right to redeem the currently outstanding 2,887,147 cumulative 5-year rate reset Class A Preference Shares, Series 1 of First National (“Series 1 Preference Shares”) or 1,112,853 cumulative floating rate reset Class A Preference Shares, Series 2 of First National (“Series 2 Preference Shares”) on March 31, 2021.

As a result, subject to certain conditions, the holders of Series 1 Preference Shares have the right to convert all or part of their Series 1 Preference Shares on a one-for-one basis into Series 2 Preference Shares on March 31, 2021. As well, subject to certain conditions, the holders of Series 2 Preference Shares have the right to convert all or part of their Series 2 Preference Shares on a one-for-one basis into Series 1 Preference Shares on March 31, 2021. Holders who do not exercise their right to convert their Series 1 Preference Shares into Series 2 Preference Shares will retain their Series 1 Preference Shares. Holders who do not exercise their right to convert their Series 2 Preference Shares into Series 1 Preference Shares will retain their Series 2 Preference Shares.

The foregoing conversions are subject to the conditions that: (i) if First National determines that there would be less than 1,000,000 Series 1 Preference Shares outstanding on March 31, 2021, then all remaining Series 1 Preference Shares will automatically be converted into Series 2 Preference Shares on a one-for-one basis on March 31, 2021, and (ii) alternatively, if First National determines that there would be less than 1,000,000 Series 2 Preference Shares outstanding on March 31, 2021, then all remaining Series 2 Preference Shares will automatically be converted into Series 1 Preference Shares on a one-for-one basis on March 31, 2021. In either case, First National shall give a written notice to that effect to holders of both Series 1 and Series 2 Preference Shares no later than March 24, 2021.

Deadline to Exercise Right

Beneficial owners of Series 1 Preference Shares and Series 2 Preference Shares who wish to exercise their right of conversion should communicate as soon as possible with their broker or other nominee and ensure that they follow their instructions in order to ensure that they meet the deadline to exercise such right, which is 5:00 p.m. (Toronto time) on March 16, 2021.

Dividend Rate

On March 2, 2021, the Company will announce by way of a news release:

i) The dividend rate applicable to the Series 1 Preference Shares for the five-year period commencing on April 1, 2021, and ending on March 31, 2026,

ii) The dividend rate applicable to the Series 2 Preference Shares for the three-month period commencing on April 1, 2021, and ending on June 30, 2021.

The dividend rates will be determined in accordance with the terms of the respective classes of preference shares.

FN.PR.A was issued as a FixedReset, 4.65%+207, that commenced trading 2011-1-25 after being announced 2011-1-17. Notice of extension was given in February, 2016 and the issue reset to 2.79%. I recommended against conversion, but there was a 28% conversion to FloatingReset anyway.

FN.PR.B is a FloatingReset, Bills+207, that arose via a 28% conversion from FN.PR.A in 2016.

Sagen MI Canada Inc. has announced:

the closing of its previously announced bought deal offering (the “Offering”) of 4,000,000 non-cumulative Class A Preferred Shares, Series 1 (the “Series 1 Shares”). The Offering was underwritten by a syndicate of underwriters led by BMO Capital Markets, CIBC World Markets, National Bank Financial, RBC Capital Markets, Scotia Capital and TD Securities, and resulted in gross proceeds of C$100 million.

Each Series 1 Share entitles the holder thereof to fixed, non-cumulative dividends, if, as and when declared by the board of directors of the Company, with an annual dividend yield of 5.40%. Such dividends, if, declared, will be paid on the last day of March, June, September and December in each year at a rate equal to $0.3375 per Series 1 Share. The initial dividend, if declared, will be paid on June 30, 2021 and will be $0.48822 per Series 1 Share. The Series 1 Shares will commence trading today on the Toronto Stock Exchange under the symbol MIC.PR.A.

The Company intends to use the net proceeds of the Offering to strengthen the Company’s capital base, for distributions to shareholders (subject to the completion of the previously announced plan of arrangement (the “Arrangement”) pursuant to which Brookfield Business Partners L.P., together with certain of its affiliates and institutional partners (“Brookfield”), will acquire all of the outstanding common shares of the Company not already owned by Brookfield), and/or for general corporate purposes.

Following the closing of the Arrangement, in order to maintain in force an exemption order from the public voting requirement currently in section 411 of the Insurance Companies Act (Canada) that has been granted to Genworth Financial Mortgage Insurance Company Canada (a wholly-owned subsidiary of the Company doing business as Sagen™), and subject to certain other limitations and conditions, the Class A Preferred Shares, as a class, will carry adjustable voting rights to ensure that, at any given time, 35% of the voting rights in the Company will be held by persons who, among other things, do not hold 20% or more of any class of voting shares of the Company.

MIC.PR.A is a Straight Perpetual, 5.40%, that was announced 2021-2-8.

The issue traded 649,600 shares today in a range of 25.08-48. It has been assigned to the PerpetualPremium subindex. Vital statistics are:

Quadravest has announced:

Dividend 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 $10.00 per Preferred Share to yield 5.5% and the Class A Shares will be offered at a price of $7.15 per Class A Share to yield 16.8%.

The closing price on the TSX of each of the Preferred Shares and Class A Shares on February 8, 2021 was $10.33 and
$7.20, respectively.

Since inception of the Company, the aggregate dividends declared on the Preferred Shares have been $8.89 per share and the aggregate dividends declared on the Class A Shares have been $23.30 per share (including five special distributions of $0.25 per share, one special distribution of $0.50 per share and one special stock dividend of $1.75 per share), for a combined total of $32.19 per unit. All distributions paid 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 dividend yielding Canadian companies as follows:

Bank of Montreal	Enbridge Inc.	TC Energy
The Bank of Nova Scotia	Manulife Financial Corp.	TELUS Corporation
BCE Inc.	National Bank of Canada	Thomson Reuters Corp.
Canadian Imperial Bank of Commerce	Royal Bank of Canada	The Toronto-Dominion Bank
CI Financial Corp.	Sun Life Financial Inc.	TransAlta Corporation

Preferred Shares:
i. to provide holders of the Preferred Shares with fixed, cumulative preferential monthly cash dividends in the
amount of 5.50% annually; and
ii. on or about the termination date, currently December 1, 2024 (subject to further 5 year extensions thereafter and it has been extended in the past), 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 currently targeted to be $0.10 per
share; and
ii. on or about the termination date, currently December 1, 2024 (subject to further 5 year extensions thereafter and it has been extended in the past) to pay holders of Class A Shares at least the original issue price of those shares.

The sales period of this overnight offering will end at 9:00 a.m. EST on February 10, 2021. The offering is expected to close on or about February 17, 2021 and is subject to certain closing conditions including approval by the TSX.

The NAVPU as of January 29 was 15.54 and Whole Units are being offered at 17.15 so, ignoring interim valuation changes, the premium is 10.4% … not a bad business to be in at all!

Update, 2021-2-17: The offering was very successful:

Dividend 15 Split Corp. (the “Company”) is pleased to announce it has completed the overnight offering of Preferred Shares and Class A Shares of the Company. Total gross proceeds of the offering were $92.2 million, bringing the Company’s net assets to approximately $1.0 billion.

The Empire Life Insurance Company has announced:

that it has filed a preliminary short form prospectus (the “Prospectus”) in connection with an offering of Limited Recourse Capital Notes, Series 1 (Subordinated Indebtedness) (the “Notes”). The offering will be conducted on an agency basis by a syndicate of dealers co-led by Scotia Capital Inc., CIBC World Markets Inc. and RBC Dominion Securities Inc., as Joint Bookrunners and Co-Lead Managers, along with BMO Nesbitt Burns Inc., National Bank Financial Inc. and TD Securities Inc., as Co-Managers (collectively, the “Agents”).

If issued, the Notes will bear interest at a fixed rate to be determined by Empire Life and the Agents in the context of the market, payable semi-annually, for the initial period ending on but excluding April 17, 2026. Thereafter, the interest rate on the Notes will reset every five years. The offering will be priced in the context of the market with the price and other final terms to be determined at the time of entering into a formal agency agreement with the Agents for the offering. The Notes will mature on April 17, 2081.

Concurrently with the issuance of the Notes, Empire Life will issue Non-Cumulative 5-Year Fixed Rate Reset Preferred Shares, Series 5 (the “Preferred Shares Series 5”) to be held by Computershare Trust Company of Canada as trustee for a newly-formed trust (the “Limited Recourse Trust”). In case of non-payment of interest on or principal of the Notes when due, the recourse of each Note holder will be limited to that holder’s proportionate share of the Limited Recourse Trust’s assets, which will consist of Preferred Shares Series 5 except in limited circumstances.

Empire Life may redeem the Notes during the period from March 17 to and including April 17, commencing in 2026 and every five years thereafter, only upon the redemption by Empire Life of the Preferred Shares Series 5 held in the Limited Recourse Trust, in accordance with the terms of such shares and with the prior written approval of the Superintendent of Financial Institutions (Canada) (the “Superintendent”), in whole but not in part on not less than 15 nor more than 60 days’ prior notice.

The purpose of the sale of the Notes is to enlarge Empire Life’s Tier 1 capital base with a view to optimizing Empire Life’s capital structure within the parameters prescribed by the Superintendent for regulatory capital requirements. The net proceeds from the sale of the Notes, if issued, will be used for general corporate purposes and to redeem Empire Life’s outstanding Non-Cumulative Rate Reset Preferred Shares, Series 1, expected to occur on April 17, 2021, subject to a formal notice being delivered.

The closing of the offering will be subject to certain conditions including, but not limited to, the execution of a formal agency agreement. The Prospectus contains important information relating to the offering and is still subject to completion or amendment. For more information, potential investors should read the Prospectus, which is available on Empire Life’s SEDAR profile at www.sedar.com. There will not be any sale or acceptance of an offer to buy the Notes until a receipt for a final short form prospectus has been issued.

OK, so Empire Life will issue LRCNs at an interest rate yet to be determined. And DBRS assigned a provisional rating of BBB(high) without commenting on the structure.

The interesting thing is, the existence of insurer LRCNs is yet to be determined, although the promise was given by OSFI many, many nap times ago. So this kinda looks like EML and its dealer friends are forcing the issue. Snap it up a little, OSFI! Post-employment plums can always be plucked by persons on another pillar!

Update: 2021-2-11:LRCN size and price announced:

The Empire Life Insurance Company (“Empire Life” or the “Company”) (TSX: EML.PR.A) today announced the size and pricing of its previously announced offering of Limited Recourse Capital Notes, Series 1 (Subordinated Indebtedness) (the “Notes”). Empire Life intends to issue $200 million aggregate principal amount of Notes, which will bear interest at a fixed rate of 3.625%, payable semi-annually, for the initial period ending on but excluding April 17, 2026. Thereafter, the interest rate on the Notes will reset every five years at a rate equal to the 5-year Government of Canada Yield plus 3.082%. The Notes will mature on April 17, 2081.

As previously announced, the offering will be conducted on an agency basis by a syndicate of dealers co-led by Scotiabank, CIBC Capital Markets and RBC Capital Markets, as Joint Bookrunners and Co-Lead Managers, along with BMO Capital Markets, National Bank Financial Markets and TD Securities, as Co-Managers. The expected closing date of the offering of the Notes is on or about February 17, 2021.

In connection with the issuance of the Notes, Empire Life will issue Non-Cumulative 5-Year Fixed Rate Reset Preferred Shares, Series 5 (the “Preferred Shares Series 5”) to be held by Computershare Trust Company of Canada as trustee for a newly-formed trust (the “Limited Recourse Trust”). In case of non-payment of interest on or principal of the Notes when due, the recourse of each Note holder will be limited to that holder’s proportionate share of the Limited Recourse Trust’s assets, which will consist of the Preferred Shares Series 5 except in limited circumstances.

Empire Life may redeem the Notes during the period from March 17 to and including April 17, commencing in 2026 and every five years thereafter, only upon the redemption by Empire Life of the Preferred Shares Series 5 held in the Limited Recourse Trust, in accordance with the terms of such shares and with the prior written approval of the Superintendent of Financial Institutions (Canada) (the “Superintendent”), in whole but not in part, on not less than 15 nor more than 60 days’ prior notice.

The purpose of the sale of the Notes is to enlarge Empire Life’s Tier 1 capital base with a view to optimizing Empire Life’s capital structure within the parameters prescribed by the Superintendent for regulatory capital requirements. As previously announced, the net proceeds from the sale of the Notes will be used for general corporate purposes and to redeem Empire Life’s outstanding Non-Cumulative Rate Reset Preferred Shares, Series 1, expected to occur on April 17, 2021, subject to a formal notice being delivered.

The closing of the offering will be subject to certain conditions. For more information, potential investors should read the final short form prospectus relating to the offering of the Notes and the distribution of the Preferred Shares Series 5, which is available on Empire Life’s SEDAR profile at www.sedar.com.