Category: Issue Comments

Canadian Imperial Bank of Commerce has announced:

that, during the conversion notice period which ran from July 1, 2020 to July 16, 2020, 106,305 Non-cumulative Rate Reset Class A Preferred Shares Series 43 (Non-Viability Contingent Capital (NVCC)) of CIBC (the “Series 43 Shares”) were tendered for conversion, on a one-for-one basis, into Non-cumulative Floating Rate Class A Preferred Shares Series 44 (Non-Viability Contingent Capital (NVCC)) of CIBC (the “Series 44 Shares”). As per the conditions set out in the prospectus supplement dated February 27, 2015 relating to the issuance of the Series 43 Shares, since less than 1,000,000 Series 44 Shares would be outstanding on July 31, 2020, holders of Series 43 Shares who tendered their Series 43 Shares for conversion will not be entitled to convert their shares into Series 44 Shares. As a result, Series 44 Shares will not be issued at this time.

On July 31, 2020, CIBC will have 12,000,000 Series 43 Shares issued and outstanding. The Series 43 Shares are currently listed on the Toronto Stock Exchange under the symbol CM.PR.Q.

The fixed dividend rate applicable to the Series 43 Shares for the five-year period from and including July 31, 2020 to but excluding July 31, 2025 is 3.143%, payable quarterly as and when declared by the Board of Directors of CIBC.

CM.PR.Q is a FixedReset, 3.60%+279, that commenced trading 2015-3-11 after being announced 2015-2-26. It will reset to 3.143% effective 2020-7-31. The issue is tracked by HIMIPref™ and is assigned to the FixedResets (Discount) subindex.

Bank of Montreal has announced (on June 29):

that it does not intend to exercise its right to redeem the currently outstanding Non-Cumulative 5-Year Rate Reset Class B Preferred Shares, Series 33 (Non-Viability Contingent Capital (NVCC)) of the Bank (the “Preferred Shares Series 33”) on August 25, 2020. As a result, subject to certain conditions, the holders of Preferred Shares Series 33 have the right, at their option, to convert all or part of their Preferred Shares Series 33 on a one-for-one basis into Non-Cumulative Floating Rate Class B Preferred Shares, Series 34 (Non-Viability Contingent Capital (NVCC)) of the Bank (the “Preferred Shares Series 34”) on August 25, 2020. Holders who do not exercise their right to convert their Preferred Shares Series 33 into Preferred Shares Series 34 on such date will retain their Preferred Shares Series 33, unless automatically converted in accordance with the conditions below.

The foregoing conversions are subject to the conditions that: (i) if, after August 10, 2020, the Bank determines that there would be less than 1,000,000 Preferred Shares Series 33 outstanding on August 25, 2020, then all remaining Preferred Shares Series 33 will automatically be converted into an equal number of Preferred Shares Series 34 on August 25, 2020; and (ii) alternatively, if the Bank determines that there would be less than 1,000,000 Preferred Shares Series 34 outstanding on August 25, 2020, no Preferred Shares Series 33 will be converted into Preferred Shares Series 34. In either case, the Bank will give written notice to that effect to any registered holders of Preferred Shares Series 33 affected by the preceding minimums on or before August 14, 2020.

The dividend rate applicable to the Preferred Shares Series 33 for the 5-year period commencing on August 25, 2020, and ending on August 24, 2025, and the dividend rate applicable to the Preferred Shares Series 34 for the 3-month period commencing on August 25, 2020, and ending on November 24, 2020, will be determined and announced by way of a news release on July 27, 2020. This date is the first business day following the dividend rate calculation date of July 26, 2020, established in the Preferred Shares Series 33 prospectus, which falls on a Sunday. The Bank will also give written notice of these dividend rates to the registered holders of Preferred Shares Series 33.

Beneficial owners of Preferred Shares Series 33 who, on or after July 27, 2020, wish to exercise their right of conversion should instruct their broker or other nominee to exercise such right before 5:00 p.m. (EDT) on August 10, 2020.

Conversion inquiries should be directed to BMO’s Registrar and Transfer Agent, Computershare Trust Company of Canada, at 1-800-340-5021.

BMO.PR.Y is a FixedReset, 3.80%+271, that commenced trading 2015-6-5 after being announced 2015-5-27. It is tracked by HIMIPref™ and is been assigned to the FixedReset (Discount) subindex.

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:

2.182% per annum on the Series A Shares ($0.1364 per Series A Share per quarter), being equal to the sum of the Government of Canada bond yield as at July 16, 2020, plus 1.84%, payable quarterly on the 15th of February, May, August and November of each year during the five-year period commencing on August 15, 2020 and ending on (and inclusive of) August 14, 2025; and
2.021% on the Series B Shares for the three-month period commencing on August 15, 2020 and ending on (and inclusive of) November 14, 2020 ($0.1274 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, 2020, plus 1.84% (calculated on the basis of the actual number of days elapsed during the quarter divided by 365), payable on the 15th of November 2020. 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, 2020 (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 such Conversion Date less than 1,000,000 Series A Shares, such remaining number of Series A Shares will automatically be converted into Series B Shares on a one-for-one basis on such Conversion Date, and (ii) alternatively, if the Company determines that, after conversion, there would remain outstanding on such 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 such Conversion Date less than 1,000,000 Series B Shares, such remaining number of Series B Shares will automatically be converted into Series A Shares on a one-for-one basis on such Conversion Date, and (ii) alternatively, if the Company determines that, after conversion, there would be outstanding on such 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.

Beneficial owners 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, 2020 until the deadline of 5:00 p.m. (Toronto Time) on July 31, 2020. 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 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, 2025 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 www.sedar.com.

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

The Toronto-Dominion Bank has announced:

that none of its 14 million Non-Cumulative 5-Year Rate Reset Preferred Shares, Series 7 (Non-Viability Contingent Capital (NVCC)) (the “Series 7 Shares”) will be converted on July 31, 2020 into Non-Cumulative Floating Rate Preferred Shares, Series 8 (NVCC) (the “Series 8 Shares”) of TD.

During the conversion period, which ran from July 2, 2020 to July 16, 2020, 119,697 Series 7 Shares were tendered for conversion into Series 8 Shares, which is less than the minimum 1,000,000 shares required to give effect to the conversion, as described in the prospectus supplement for the Series 7 Shares dated March 3, 2015. As a result, no Series 8 Shares will be issued on July 31, 2020 and holders of Series 7 Shares will retain their Series 7 Shares.

The Series 7 Shares are currently listed on the Toronto Stock Exchange under the symbol TD.PF.D. As previously announced on July 2, 2020, the dividend rate for the Series 7 Shares for the 5 year period from and including July 31, 2020 to but excluding July 31, 2025 will be 3.201%.

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 will reset at 3.201% effective 2020-7-31. The issue is NVCC-compliant, is tracked by HIMIPref™ and is assigned to the FixedReset (Discount) subindex.

Emera Incorporated has announced:

that it does not intend to exercise its right to redeem all or any part of the currently outstanding Cumulative Rate Reset First Preferred Shares, Series A (the “Series A Shares”) or the Cumulative Floating Rate First Preferred Shares, Series B (the “Series B Shares”) of the Company on August 15, 2020. There are currently 3,864,636 Series A Shares and 2,135,364 Series B Shares outstanding.

As a result, 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, 2020 (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 such Conversion Date less than 1,000,000 Series A Shares, such remaining number of Series A Shares will automatically be converted into Series B Shares on a one-for-one basis on such Conversion Date, and (ii) alternatively, if the Company determines that, after conversion, there would remain outstanding on such 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 such Conversion Date less than 1,000,000 Series B Shares, such remaining number of Series B Shares will automatically be converted into Series A Shares on a one-for-one basis on such Conversion Date, and (ii) alternatively, if the Company determines that, after conversion, there would be outstanding on such 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, Emera 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.

The dividend rate applicable for the Series A Shares for the five-year period commencing on August 15, 2020 and ending on (and inclusive of) August 14, 2025, and the dividend rate applicable to the Series B Shares for the 3-month period commencing on August 15, 2020 and ending on (and inclusive of) November 14, 2020, will be determined on July 16, 2020. Notice of such dividend rates shall be provided to the holders of the Series A Shares and the holders of the Series B Shares on that day.

Beneficial owners 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, 2020 until the deadline of 5:00 p.m. (Toronto Time) on July 31, 2020. 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 their broker or other nominee with adequate time to complete the necessary steps.

Beneficial owners of Series A Shares who do not provide notice or communicate with their broker or other nominee by the deadline will retain their Series A Shares and receive the new annual fixed dividend rate applicable to the Series A Shares, subject to the conditions stated above. Beneficial owners of Series B Shares who do not provide notice or communicate with their broker or other nominee by the deadline will retain their Series B Shares and receive the floating rate quarterly dividend applicable to the Series B Shares, subject to the conditions stated above.

Holders of Series A Shares and Series B Shares will have the opportunity to convert their shares again on August 15, 2025 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 www.sedar.com.

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.

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

The Toronto-Dominion Bank has announced:

the applicable dividend rates for its Non-Cumulative 5-Year Rate Reset Preferred Shares, Series 7 (Non-Viability Contingent Capital (NVCC)) (the “Series 7 Shares”) and Non-Cumulative Floating Rate Preferred Shares, Series 8 (NVCC) (the “Series 8 Shares”).

With respect to any Series 7 Shares that remain outstanding after July 31, 2020, holders of the Series 7 Shares will be entitled to receive quarterly fixed non-cumulative preferential cash dividends, as and when declared by the Board of Directors of TD, subject to the provisions of the Bank Act (Canada). The dividend rate for the 5-year period from and including July 31, 2020 to but excluding July 31, 2025 will be 3.201%, being equal to the 5-Year Government of Canada bond yield determined as at July 2, 2020 plus 2.79%, as determined in accordance with the terms of the Series 7 Shares.

With respect to any Series 8 Shares that may be issued on July 31, 2020, holders of the Series 8 Shares will be entitled to receive quarterly floating rate non-cumulative preferential cash dividends, calculated on the basis of the actual number of days elapsed in such quarterly period divided by 365, as and when declared by the Board of Directors of TD, subject to the provisions of the Bank Act (Canada). The dividend rate for the floating rate period from and including July 31, 2020 to but excluding October 31, 2020, will be 2.999%, being equal to the 90-day Government of Canada Treasury Bill yield determined as of July 2, 2020 plus 2.79%, as determined in accordance with the terms of the Series 8 Shares.

Beneficial owners of Series 7 Shares who wish to exercise their conversion right should communicate as soon as possible with their broker or other nominee to obtain instructions for exercising such right on or prior to the deadline for exercise, which is 5:00 p.m. (Toronto time) on July 16, 2020.

Inquiries should be directed to TD’s Registrar and Transfer Agent, AST Trust Company (Canada), 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 is NVCC-compliant, is tracked by HIMIPref™ and is assigned to the FixedReset (Discount) subindex.

The Toronto-Dominion Bank has announced (on June 18):

that it does not intend to exercise its right to redeem all or any part of the currently outstanding 14 million Non-Cumulative 5-Year Rate Reset Preferred Shares, Series 7 (Non-Viability Contingent Capital (NVCC)) (the “Series 7 Shares”) of TD on July 31, 2020. As a result and subject to certain conditions set out in the prospectus supplement dated March 3, 2015 relating to the issuance of the Series 7 Shares, the holders of the Series 7 Shares have the right to convert all or part of their Series 7 Shares, on a one-for-one basis, into Non-Cumulative Floating Rate Preferred Shares, Series 8 (NVCC) (the “Series 8 Shares”) of TD on July 31, 2020. Holders who do not exercise their right to convert their Series 7 Shares into Series 8 Shares on such date will continue to hold their Series 7 Shares.

The foregoing conversion right is subject to the conditions that: (i) if TD determines that there would be less than 1,000,000 Series 8 Shares outstanding after taking into account all shares tendered for conversion on July 31, 2020, then holders of Series 7 Shares will not be entitled to convert their shares into Series 8 Shares, and (ii) alternatively, if TD determines that there would remain outstanding less than 1,000,000 Series 7 Shares after taking into account all shares tendered for conversion on July 31, 2020, then all remaining Series 7 Shares will automatically be converted into Series 8 Shares on a one-for-one basis on July 31, 2020. In either case, TD will give written notice to that effect to holders of Series 7 Shares no later than July 24, 2020.

The dividend rate applicable to the Series 7 Shares for the 5-year period from and including July 31, 2020 to but excluding July 31, 2025, and the dividend rate applicable to the Series 8 Shares for the 3-month period from and including July 31, 2020 to but excluding October 31, 2020, will be determined and announced by way of a press release on July 2, 2020.

Beneficial owners of Series 7 Shares who wish to exercise their conversion right should communicate as soon as possible with their broker or other nominee to obtain instructions for exercising such right during the conversion period, which runs from July 2, 2020 until 5:00 p.m. (Toronto time) on July 16, 2020.

Inquiries should be directed to TD’s Registrar and Transfer Agent, AST Trust Company (Canada), 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. It is NVCC-compliant and is tracked by HIMIPref™ and is assigned to the FixedReset (Discount) subindex.

Canadian Imperial Bank of Commerce has announced:

the dividend rates applicable to its Non-cumulative Rate Reset Class A Preferred Shares Series 43 (Non-Viability Contingent Capital (NVCC)) (the “Series 43 Shares”) and Non-cumulative Floating Rate Class A Preferred Shares Series 44 (Non-Viability Contingent Capital (NVCC)) (the “Series 44 Shares”).

The fixed dividend rate applicable to the Series 43 Shares, should any remain outstanding after July 31, 2020, for the five-year period from and including July 31, 2020 to but excluding July 31, 2025 is 3.143%, payable quarterly as and when declared by the Board of Directors of CIBC.

The floating dividend rate applicable to the Series 44 Shares, should any be issued, for the three-month period from and including July 31, 2020 to but excluding October 31, 2020 is 3.003%, payable for the period as defined as and when declared by the Board of Directors of CIBC. CIBC has designated the Series 44 Shares as eligible to participate in the CIBC Shareholder Investment Plan.

Beneficial owners of Series 43 Shares who wish to exercise their conversion right should instruct their broker or other nominee to exercise such right during the conversion period, which runs from July 1, 2020 until 5:00 p.m. (Eastern Daylight Time) on July 16, 2020. Any notices received after this deadline will not be valid.

CM.PR.Q is a FixedReset, 3.60%+279, that commenced trading 2015-3-11 after being announced 2015-2-26. The issue is tracked by HIMIPref™ and is assigned to the FixedResets (Discount) subindex.

TC Energy Corporation has announced (on June 22):

that 401,590 of its 8,533,405 fixed rate Cumulative Redeemable First Preferred Shares, Series 3 (Series 3 Shares) have been elected for conversion on June 30, 2020, on a one-for-one basis, into floating rate Cumulative Redeemable First Preferred Shares, Series 4 (Series 4 Shares); and 1,865,362 of its 5,466,595 Series 4 Shares have been elected for conversion, on a one-for-one basis, into Series 3 Shares. As a result of the conversions, TC Energy will have 9,997,177 Series 3 Shares and 4,002,823 Series 4 Shares issued and outstanding. The Series 3 Shares and Series 4 Shares will continue to be listed on the Toronto Stock Exchange (TSX) under the symbols TRP.PR.B and TRP.PR.H, respectively.

The Series 3 Shares will pay on a quarterly basis for the five-year period beginning on June 30, 2020, as and when declared by the Board of Directors of TC Energy, a fixed dividend at an annualized rate of 1.694%.

The Series 4 Shares will pay a floating rate quarterly dividend for the five-year period beginning on June 30, 2020, as and when declared by the Board of Directors of TC Energy. The dividend rate for the Series 4 Shares for the first quarterly floating rate period commencing June 30, 2020 to but excluding September 30, 2020 is 1.535% and will be reset every quarter.

Holders of Series 3 Shares and Series 4 Shares will have the opportunity to convert their shares again on June 30, 2025 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 the Series 3 Shares and the Series 4 Shares, please see the prospectus supplement dated March 4, 2010 which is available on sedar.com 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 will reset to 1.694% effective 2020-6-30.

TRP.PR.H is a FloatingReset, Bills+128, that arose from a 39% conversion from the FixedReset TRP.PR.B in 2015.

Brookfield Asset Management Inc. has announced (on June 22):

that after having taken into account all election notices received by the June 15, 2020 deadline for the conversion of its Cumulative Class A Preference Shares, Series 42 (the “Series 42 Shares”) (TSX: BAM.PF.G) into Cumulative Class A Preference Shares, Series 43 (the “Series 43 Shares”), there were 132,682 Series 42 Shares tendered for conversion, which is less than the one million shares required to give effect to conversions 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.

BAM.PF.G is a FixedReset, 4.50%+284, that commenced trading 2014-10-8 after being announced 2014-10-1. The issue will reset to 3.254% effective 2020-7-1. It is tracked by HIMIPref™ and is assigned to the FixedResets (Discount) subindex.