Category: Issue Comments

First National Financial Corporation has announced:

that it has entered into a definitive arrangement agreement (the “Arrangement Agreement”) with Regal Bidco Inc. (the “Purchaser”), a newly-formed acquisition vehicle controlled by private equity funds managed by Birch Hill Equity Partners Management Inc. (“Birch Hill”) and private equity funds managed by Brookfield Asset Management (“Brookfield”), whereby the Purchaser will acquire all of the outstanding common shares (the “Shares”) of the Company, other than the Rollover Shares (as defined below) (the “Transaction”), for $48.00 per Share in cash (the “Purchase Price”).
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Under the terms of the Transaction, the Class A Preference Shares, Series 1 (the “Series 1 Preferred Shares”) and Class A Preference Shares, Series 2 (the “Series 2 Preferred Shares” and, together with the Series 1 Preferred Shares, the “Preferred Shares”) of the Company are expected to remain outstanding in accordance with their terms following closing of the Transaction. The Preferred Shares will continue to be listed on the TSX and, as a result, the Company will continue to be a reporting issuer under applicable Canadian securities laws following closing of the Transaction.

Affected issues are FN.PR.A and FN.PR.B.

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. The issue reset at 2.895% in 2021 and there was a 2% net conversion to the FixedReset.

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

I wasn’t going to post anything about this change of ownership, but an overwhelming deluge of eMails (well, OK, one … thanks JD!) convinced me otherwise.

iA Financial Corporation and RF Capital Group Inc. have announced:

that they have entered into a definitive agreement (the “Arrangement Agreement”), pursuant to which iA will acquire all of the issued and outstanding common shares of RF Capital for $20.00 per share in cash (the “Transaction”).
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Pursuant to the Arrangement Agreement, iA will also acquire all of the issued and outstanding Cumulative 5-Year Rate Reset Preferred Shares, Series B of RF Capital (the “Series B Preferred Shares”) for $25.00 per share in cash, representing a premium to the 30-day volume weighted average share price on the TSX for the period ending on July 25, 2025 of 63% (plus all accrued and unpaid dividends and, to the extent closing occurs prior to March 31, 2026, a cash amount per Series B Preferred Share equal to the amount of the dividends that would have been payable in respect of a Series B Preferred Share from (and including) closing to (and excluding) March 31, 2026, as if the Series B Preferred Shares had remained outstanding during this period))
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The Transaction is subject to the approval by at least two-thirds of the votes cast by common shareholders voting in person or by proxy at the Meeting. The acquisition of the Series B Preferred Shares is conditional upon the approval of at least two-thirds of the votes cast by Series B preferred shareholders voting in person or by proxy at the Meeting. However, completion of the Transaction is not conditional upon the approval of the Series B preferred shareholders. If the requisite approval from the Series B preferred shareholders is not obtained, such Series B Preferred Shares will remain outstanding in accordance with their terms. Further details regarding the applicable voting requirements will be contained in the Circular.

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. The issue reset to 3.73% in 2021 and at that time there was a forced conversion to the FixedReset.

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

Innergex Renewable Energy Inc. has announced:

the completion of its previously announced acquisition by La Caisse by way of a plan of arrangement under the provisions of the Canada Business Corporations Act (the “Arrangement”).

Pursuant to the terms of the Arrangement, La Caisse has acquired all of the issued and outstanding common shares of Innergex (other than those held by La Caisse and certain members of senior management rolling over (the “Rollover Shareholders”)) for a price of $13.75 per common share in cash. All of the issued and outstanding preferred shares Series A and Series C of Innergex were also acquired by La Caisse for $25.00 per preferred share in cash (plus all accrued and unpaid dividends and, in the case of the Series A preferred shares, an amount in cash per Series A preferred share equal to the dividends that would have been payable in respect of such share until January 15, 2026, which is the next available redemption date). All of the outstanding 4.65% subordinated unsecured convertible debentures of Innergex have been repaid in full upon completion of the Arrangement, including as to principal and accrued and unpaid interest thereon.

As previously announced, La Caisse has syndicated approximately 20% of its invested capital to bring in like-minded investors who share its vision for the next chapter of Innergex’s growth.

As part of the Arrangement, certain members of senior management of Innergex, including Mr. Michel Letellier, Innergex’s President and Chief Executive Officer, and Mr. Jean Trudel, Innergex’s Chief Financial Officer, have rolled over a portion of their common shares and reinvested in the privatized Innergex.

La Caisse has caused to be delivered to Computershare Investor Services Inc. (“Computershare”), the depositary for the Arrangement, sufficient funds to enable it to make payments to Innergex shareholders (other than the Rollover Shareholders) pursuant to the terms of the Arrangement. In accordance with the Arrangement, payment will be made by Computershare to Innergex shareholders (other than the Rollover Shareholders) as soon as practicable following the date hereof.

Letters of transmittal have been mailed to registered shareholders and are also available under the profile of Innergex at www.sedarplus.ca. The letters of transmittal explain how registered shareholders can deposit and obtain payment for their shares. Registered shareholders must return their duly completed letters of transmittal to Computershare in order to receive the consideration to which they are entitled for their shares.

As a result of the completion of the Arrangement, it is expected that the common shares, preferred shares Series A and Series C and the 4.65% subordinated unsecured convertible debentures of Innergex will be delisted from the Toronto Stock Exchange on or about July 22, 2025. Innergex has applied to cease to be a reporting issuer under the securities legislation of each province of Canada where Innergex is currently a reporting issuer.

La Caisse is a trademark owned by Caisse de dépôt et placement du Québec.

INE was issued as a FixedReset 5.00%+279 that commenced trading 2010-9-14 after being announced 2010-8-23. Notice of exension was provided in December, 2015 and the issue reset to 3.608%. I recommended against conversion and none occurred. The issue reset to 3.244% in early 2021.

INE.PR.C is a Straight Perpetual, 5.75%, that commenced trading 2012-12-11 after being announced 2012-11-21.

Bank of Montreal has announced (on 2025-7-8):

its intention to redeem all of its 8,000,000 outstanding Non-Cumulative 5-Year Rate Reset Class B Preferred Shares, Series 33 (Non-Viability Contingent Capital (NVCC)) (the “Preferred Shares Series 33”) (TSX: BMO.PR.Y) for an aggregate total of $200 million on August 25, 2025. The redemption has been approved by the Office of the Superintendent of Financial Institutions.

The Preferred Shares Series 33 are redeemable at the Bank’s option on August 25, 2025 (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 $0.190875 per share for the Preferred Shares Series 33 announced by the Bank on May 28, 2025 will be paid in the usual manner on August 25, 2025, to shareholders of record on July 30, 2025.

Notice will be delivered to holders of the Preferred Shares Series 33 in accordance with the terms thereof.

BMO.PR.Y was issued as a FixedReset, 3.80%+271, that commenced trading 2015-6-5 after being announced 2015-5-27. Notice of extension was published 2020-6-29 and the issue reset to 3.054%. The issue is tracked by HIMIPref™ and is assigned to the FixedReset (Discount) subindex.

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

Emera Incorporated has announced:

the applicable dividend rates for its Cumulative Rate Reset First Preferred Shares, Series A (the “Series A Shares”) and Cumulative Floating Rate First Preferred Shares, Series B (the “Series B Shares”), in each case, payable if, as and when declared by the Board of Directors of the Company:

4.951% per annum on the Series A Shares ($0.3094 per Series A Share per quarter), being equal to the sum of the Government of Canada bond yield as at July 16, 2025, plus 1.84%, payable quarterly on the 15 th of February, May, August and November of each year during the five-year period commencing on August 15, 2025 and ending on (and inclusive of) August 14, 2030; and
4.542% on the Series B Shares for the three-month period commencing on August 15, 2025 and ending on (and inclusive of) November 14, 2025 ($0.2862 per Series B Share for the quarter), being equal to the sum of the three-month Government of Canada treasury bill yield rate as at July 16, 2025, plus 1.84% (calculated on the basis of the actual number of days elapsed during the quarter divided by 365), payable on the 15 th of November 2025. The quarterly floating dividend rate will be reset every quarter.
Subject to certain conditions set out in the prospectus supplement of the Company dated May 26, 2010, to the short form base shelf prospectus of the Company dated May 19, 2010 (collectively, the “Prospectus”), on August 15, 2025 (the “Conversion Date”):

(a) the holders of Series A Shares have the right, at their option:

to retain any or all of their Series A Shares and continue to receive a fixed rate quarterly dividend; or
to convert any or all of their Series A Shares, on a one-for-one basis, into Series B Shares and receive a floating rate quarterly dividend, and
(b) the holders of Series B Shares have the right, at their option:

to retain any or all of their Series B Shares and continue to receive a floating rate quarterly dividend; or
to convert any or all of their Series B Shares, on a one-for-one basis, into Series A Shares and receive a fixed rate quarterly dividend.
The conversion of Series A Shares is subject to the conditions that: (i) if the Company determines, after having taken into account all shares tendered for conversion by holders of Series A Shares that there would remain outstanding on the Conversion Date less than 1,000,000 Series A Shares, all remaining Series A Shares will automatically be converted into Series B Shares on a one-for-one basis on the Conversion Date, and (ii) alternatively, if the Company determines that, after conversion, there would remain outstanding on the Conversion Date less than 1,000,000 Series B Shares, then no Series A Shares will be converted into Series B Shares.

The conversion of Series B Shares is subject to the conditions that: (i) if the Company determines, after having taken into account all shares tendered for conversion by holders of Series B Shares that there would remain outstanding on the Conversion Date less than 1,000,000 Series B Shares, all remaining Series B Shares will automatically be converted into Series A Shares on a one-for-one basis on the Conversion Date, and (ii) alternatively, if the Company determines that, after conversion, there would remain outstanding on the Conversion Date less than 1,000,000 Series A Shares, then no Series B Shares will be converted into Series A Shares.

In either case, the Company will give written notice to that effect to the holders of Series A Shares and the holders of Series B Shares at least seven days prior to the Conversion Date, subject to the terms set out in the Prospectus.

Holders of Series A Shares or Series B Shares 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, which runs from July 16, 2025, until 5:00 p.m. (EDT) on July 31, 2025. Notices received after this deadline will not be valid. As such, it is recommended that this be done well in advance of the deadline in order to provide their broker or other nominee with adequate time to complete the necessary steps.

Holders of Series A Shares and Series B Shares will have the opportunity to convert their shares again on August 15, 2030, and every five years thereafter as long as the shares remain outstanding. For more information on the terms of, and risks associated with, an investment in Series A Shares and Series B Shares, please see the Company’s Prospectus, which is available on SEDAR+ at www.sedarplus.ca.

EMA.PR.A was issued as a FixedReset, 4.40%+184, that commenced trading 2010-6-2 after being announced 2010-5-25. Extension was announced in 2015 and a reset to 2.555% announced. I receommended against conversion, but there was a 36% conversion to EMA.PR.B anyway. Notice of extension was provided on 2020-7-9. EMA.PR.A reset at 2.182% effective 2020-8-15 and there was a 17% net conversion to the FixedReset.

EMA.PR.B is a FloatingReset, Bills+184, that became extant in 2015 via a 36% conversion from EMA.PR.A.

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

Canadian Imperial Bank of Commerce has announced:

its intention to redeem all of its issued and outstanding Non-cumulative Rate Reset Class A Preferred Shares Series 43 (Non-viability contingent capital (NVCC)) (Series 43 shares) (TSX: CM.PR.Q), for cash. The redemption will occur on July 31, 2025. The redemption price is $25.00 per Series 43 share.

The $0.196438 quarterly dividend announced on May 29, 2025 will be the final dividend on the Series 43 shares and will be paid on July 28, 2025, covering the period to July 31, 2025, to shareholders of record on June 27, 2025.

Holders of the Series 43 shares should contact the financial institution, broker or other intermediary through which they hold the shares to confirm how they will receive their redemption proceeds.

CM.PR.Q is a FixedReset, 3.60%+279, that commenced trading 2015-3-11 after being announced 2015-2-26. It reset to 3.143% effective 2020-7-31; there was no conversion. The issue is tracked by HIMIPref™ and is assigned to the FixedResets (Discount) subindex.

Thanks to Assiduous Readers TP and niagara for bringing this to my attention!

The Toronto-Dominion Bank has announced:

that it will exercise its right to redeem all of its 14 ,000,000 outstanding Non-Cumulative 5-Year Rate Reset Class A First Preferred Shares, Series 7 (Non-Viability Contingent Capital) (the “Series 7 Shares”) on July 31, 2025 at the price of $25.00 per Series 7 Share for an aggregate total of approximately $350 million. The redemption has been approved by the Office of the Superintendent of Financial Institutions.

On May 22, 2025, TD announced that dividends of $0.2000625 per Series 7 Share had been declared as payable on and after July 31, 2025 to shareholders of record at the close of business on July 10, 2025. These will be the final dividends on the Series 7 Shares, and will be paid in the usual manner on July 31, 2025 as previously announced. After July 31, 2025, the Series 7 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.

Beneficial holders who are not directly the registered holder of Series 7 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 should be directed to our Registrar and Transfer Agent, TSX Trust Company, at 1-800-387-0825 (or in Toronto 416-682-3860).

TD.PF.D is a FixedReset, 3.60%+279, that commenced trading 2015-3-10 after being announced 2015-2-27. Notice of extension was provided on 2020-6-18. The issue reset at 3.201% effective 2020-7-31 and there was no conversion. The issue is NVCC-compliant, is tracked by HIMIPref™ and is assigned to the FixedReset (Discount) subindex.

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

Brookfield Corporation has announced:

that it has determined the fixed dividend rate on its Cumulative Class A Preference Shares, Series 42 (the “Series 42 Shares”) (TSX: BN.PF.G) for the five years commencing July 1, 2025 and ending June 30, 2030.

If declared, the fixed quarterly dividends on the Series 42 Shares during the five years commencing July 1, 2025 will be paid at an annual rate of 5.658% ($0.353625 per share per quarter).

Holders of Series 42 Shares have the right, at their option, exercisable not later than 5:00 p.m. (Toronto time) on June 16, 2025, to convert all or part of their Series 42 Shares, on a one-for-one basis, into Cumulative Class A Preference Shares, Series 43 (the “Series 43 Shares”), effective June 30, 2025. The quarterly floating rate dividends on the Series 43 Shares will be paid at an annual rate, calculated for each quarter, of 2.84% over the annual yield on three-month Government of Canada treasury bills. The actual quarterly dividend rate in respect of the July 1, 2025 to September 30, 2025 dividend period for the Series 43 Shares will be 1.38227% (5.484% on an annualized basis) and the dividend, if declared, for such dividend period will be $0.3455675 per share, payable on September 30, 2025.

Holders of Series 42 Shares are not required to elect to convert all or any part of their Series 42 Shares into Series 43 Shares.

As provided in the share conditions of the Series 42 Shares, (i) if Brookfield determines that there would be fewer than 1,000,000 Series 42 Shares outstanding after June 30, 2025, all remaining Series 42 Shares will be automatically converted into Series 43 Shares on a one-for-one basis effective June 30, 2025; and (ii) if Brookfield determines that there would be fewer than 1,000,000 Series 43 Shares outstanding after June 30, 2025, no Series 42 Shares will be permitted to be converted into Series 43 Shares. There are currently 11,887,500 Series 42 Shares outstanding.

The Toronto Stock Exchange (“TSX”) has conditionally approved the listing of the Series 43 Shares effective upon conversion. Listing of the Series 43 Shares is subject to Brookfield fulfilling all the listing requirements of the TSX.

BN.PF.G was issued as BAM.PF.G,a FixedReset 4.50%+284, that commenced trading 2014-10-8 after being announced 2014-10-1. The ticker changed to BN.PF.G on 2022-12-12. The issue reset to 3.254% effective 2020-7-1 and there was no conversion. It is tracked by HIMIPref™ and is assigned to the FixedResets (Discount) subindex.

Update, 2025-6-23: Brookfield has announced:

that after having taken into account all election notices received by the deadline for the conversion of its Cumulative Class A Preference Shares, Series 42 (the “Series 42 Shares”) (TSX: BN.PF.G) into Cumulative Class A Preference Shares, Series 43 (the “Series 43 Shares”), there were 10,420 Series 42 Shares tendered for conversion, which is less than the one million shares required to give effect to conversion into Series 43 Shares. Accordingly, there will be no conversion of Series 42 Shares into Series 43 Shares and holders of Series 42 Shares will retain their Series 42 Shares.

TC Energy Corporation has announced:

that it does not intend to exercise its right to redeem its Cumulative Redeemable First Preferred Shares, Series 3 (Series 3 Shares) and Cumulative Redeemable First Preferred Shares, Series 4 (Series 4 Shares) on June 30, 2025. As a result, subject to certain conditions:

(a) the holders of Series 3 Shares have the right to choose one of the following options with regard to their shares:

to retain any or all of their Series 3 Shares and continue to receive a fixed rate quarterly dividend; or
to convert, on a one-for-one basis, any or all of their Series 3 Shares into Series 4 Shares and receive a floating rate quarterly dividend, and
(b) the holders of Series 4 Shares have the right to choose one of the following options with regard to their shares:

to retain any or all of their Series 4 Shares and continue to receive a floating rate quarterly dividend; or
to convert, on a one-for-one basis, any or all of their Series 4 Shares into Series 3 Shares and receive a fixed rate quarterly dividend.
Should a holder of Series 3 Shares choose to retain their shares, such shareholders will receive the new annual fixed dividend rate applicable to Series 3 Shares of 4.102 per cent for the five-year period commencing June 30, 2025 to, but excluding, July 2, 2030. Should a holder of Series 3 Shares choose to convert their shares to Series 4 Shares, holders of Series 4 Shares will receive the floating quarterly dividend rate applicable to the Series 4 Shares of 3.924 per cent for the three-month period commencing June 30, 2025 to, but excluding, Sept. 29, 2025. The floating dividend rate will be reset every quarter.

Should a holder of Series 4 Shares choose to retain their shares, such shareholders will receive the floating quarterly dividend rate applicable to Series 4 Shares of 3.924 per cent for the three-month period commencing June 30, 2025 to, but excluding, Sept. 29, 2025. The floating dividend rate will be reset every quarter. Should a holder of Series 4 Shares choose to convert their shares to Series 3 Shares, holders of Series 3 Shares will receive the new fixed quarterly dividend rate applicable to the Series 3 Shares of 4.102 per cent for the five-year period commencing June 30, 2025 to, but excluding, July 2, 2030.

Beneficial owners of Series 3 Shares and Series 4 Shares who want 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 meet the deadline to exercise such right, which is 5 p.m. (EST) on June 16, 2025. Any notices received after this deadline will not be valid. As such, it is recommended that this be done well in advance of the deadline in order to provide the broker or other nominee with time to complete the necessary steps.

Beneficial owners of Series 3 or Series 4 Shares who do not provide notice or communicate with their broker or other nominee by the deadline will retain their respective Series 3 Shares or Series 4 Shares, as applicable, and receive the new dividend rate applicable to such shares, subject to the conditions stated below.

The foregoing conversions are subject to the conditions that: (i) if TC Energy determines that there would be less than one million Series 3 Shares outstanding after June 30, 2025, then all remaining Series 3 Shares will automatically be converted into Series 4 Shares on a one-for-one basis on June 30, 2025, and (ii) if TC Energy determines that there would be less than one million Series 4 Shares outstanding after June 30, 2025, then all of the remaining outstanding Series 4 Shares will automatically be converted into Series 3 Shares on a one-for-one basis on June 30, 2025. In either case, TC Energy will issue a news release to that effect no later than June 23, 2025.

Holders of Series 3 Shares and Series 4 Shares will have the opportunity to convert their shares again on July 2, 2030 (adjusted from June 30, 2030 to account for applicable business days) and on June 30 in every fifth year thereafter as long as the shares remain outstanding. For more information on the terms of, and risks associated with an investment in the Series 3 Shares and the Series 4 Shares, please see the prospectus supplement dated March 4, 2010 which is available on sedarplus.ca or on our website.

TRP.PR.B is a FixedReset 4.00%+128 that commenced trading 2010-3-11 after being announced 2010-3-4. It reset to 2.152% effective 2015-6-30, which triggered a 39% conversion to the FloatingReset TRP.PR.H despite my recommendation not to convert. The issue reset to 1.694% effective 2020-6-30 and there was a 10% net conversion to TRP.PR.B.

TRP.PR.H is a FloatingReset, Bills+128, that arose from a 39% conversion from the FixedReset TRP.PR.B in 2015. There was a 10% net conversion to TRP.PR.B in 2020.

Cenovus Energy Inc. has announced:

it will exercise its right to redeem the Company’s 3.935% Series 7 Preferred Shares (the “Series 7 Preferred Shares”) on June 30, 2025 (the “Redemption”). All 6 million Series 7 Preferred Shares outstanding will be redeemed at the price of $25.00 per share, for an aggregate amount payable to holders of $150 million, less required withholdings, if any, funded primarily from cash on hand.

As previously announced, the Company’s Board of Directors has declared a quarterly dividend of $0.24594 per Series 7 Preferred Share payable on June 30, 2025, to shareholders of record as of June 13, 2025. This will be the final dividend paid on the Series 7 Preferred Shares.

Inquiries from registered holders of Series 7 Preferred Shares should be directed to Cenovus’s Registrar and Transfer Agent, Computershare Investor Services Inc. at 1-866-332-8898 or (514) 982-8717 outside North America. Beneficial holders, who are not directly registered holders of Series 7 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.

CVE.PR.G was issued as HSE.PR.G a FixedReset, 4.60%+352, that commenced trading 2015-6-17 after being announced 2015-6-9. The issue reset to 3.935% effective 2020-6-30. There was no conversion. The ticker changed to CVE.PR.G in January, 2021. It is tracked by HIMIPref™ and is assigned to the FixedReset subindex.