Category: Issue Comments

Brookfield Infrastructure Partners L.P. has announced:

that it intends to redeem all of its outstanding Cumulative Class A Preferred Limited Partnership Units, Series 1 (the “Series 1 Preferred Units”) (TSX: BIP.PR.A) for cash on June 30, 2025. The redemption price for each Series 1 Preferred Unit will be C$25.00. Holders of Series 1 Preferred Units of record as of May 30, 2025 will receive the previously declared final quarterly distribution of C$0.248375 per Series 1 Preferred Unit.

BIP.PR.A is a FixedReset, 4.50%+356, that commenced trading 2015-3-12 after being announced 2015-3-4. The issue reset to 3.974% effective 2020-7-1 and there was no conversion. It is tracked by HIMIPref™ and is assigned to the FixedResets (Discount) subindex.

Note that the tax treatment of distributions on BIP.PR.A are complex and change annually.

Enbridge Inc. has announced:

that it does not intend to exercise its right to redeem its currently outstanding Cumulative Redeemable Preference Shares, Series 13 (Series 13 Shares) (TSX: ENB.PF.E) on June 1, 2025. As a result, subject to certain conditions, the holders of the Series 13 Shares have the right to convert all or part of their Series 13 Shares on a one-for-one basis into Cumulative Redeemable Preference Shares, Series 14 of Enbridge (Series 14 Shares) on June 1, 2025. Holders who do not exercise their right to convert their Series 13 Shares into Series 14 Shares will retain their Series 13 Shares.

The foregoing conversion right is subject to the conditions that: (i) if Enbridge determines that there would be less than 1,000,000 Series 13 Shares outstanding after June 1, 2025, then all remaining Series 13 Shares will automatically be converted into Series 14 Shares on a one-for-one basis on June 1, 2025; and (ii) alternatively, if Enbridge determines that there would be less than 1,000,000 Series 14 Shares outstanding after June 1, 2025, no Series 13 Shares will be converted into Series 14 Shares. There are currently 14,000,000 Series 13 Shares outstanding.

With respect to any Series 13 Shares that remain outstanding after June 1, 2025, holders thereof will be entitled to receive quarterly fixed cumulative preferential cash dividends, as and when declared by the Board of Directors of Enbridge. The new annual dividend rate applicable to the Series 13 Shares for the five-year period commencing on June 1, 2025 to, but excluding, June 1, 2030 will be 5.395 percent, being equal to the five-year Government of Canada bond yield of 2.735 percent determined as of today plus 2.66 percent in accordance with the terms of the Series 13 Shares.

With respect to any Series 14 Shares that may be issued on June 1, 2025, holders thereof will be entitled to receive quarterly floating rate cumulative preferential cash dividends, as and when declared by the Board of Directors of Enbridge. The dividend rate applicable to the Series 14 Shares for the three-month floating rate period commencing on June 1, 2025 to, but excluding, September 1, 2025 will be 1.33841 percent, based on the annual rate on three month Government of Canada treasury bills for the most recent treasury bills auction of 2.65 percent plus 2.66 percent in accordance with the terms of the Series 14 Shares (the Floating Quarterly Dividend Rate). The Floating Quarterly Dividend Rate will be reset every quarter.

Beneficial holders of Series 13 Shares who wish to exercise their right of conversion during the conversion period, which runs from May 2, 2025 until 5:00 p.m. (EST) on May 20, 2025, should communicate as soon as possible with their broker or other intermediary for more information. It is recommended that this be done well in advance of the deadline in order to provide the broker or other intermediary time to complete the necessary steps. Any notices received after this deadline will not be valid.

They later announced:

that none of its outstanding Cumulative Redeemable Preference Shares, Series 13 (Series 13 Shares) will be converted into Cumulative Redeemable Preference Shares, Series 14 (Series 14 Shares) on June 1, 2025.

After taking into account all conversion notices received from holders of its outstanding Series 13 Shares by the May 20, 2025 deadline for the conversion of the Series 13 Shares into Series 14 Shares, less than the 1,000,000 Series 13 Shares required to give effect to conversions into Series 14 Shares were tendered for conversion.

ENB.PF.E is a FixedReset, 4.40%+266, that commenced trading 2014-7-17 after being announced 2014-7-8. The issue reset to 3.043% effective 2020-6-1 and there was no conversion. It is tracked by HIMIPref™ and has been assigned to the Scraps – FixedReset (Discount) subindex on credit concerns.

Royal Bank of Canada has announced:

its intention to redeem all of its issued and outstanding Non-Viability Contingent Capital (NVCC) Non-Cumulative 5-Year Rate Reset First Preferred Shares, Series BD (Series BD shares) (TSX: RY.PR.J) on May 24, 2025, for cash at a redemption price of $25.00 per share to be paid on May 26, 2025.

There are 24,000,000 Series BD shares outstanding, representing $600 million of capital. The redemptions will be financed out of the general corporate funds of Royal Bank of Canada.

The final quarterly dividend of $0.20 for each of the Series BD shares will be paid separately from the redemption price for each of the Series BD Shares and in the usual manner on May 23, 2025 to shareholders of record at the close of business on April 24, 2025. After such dividend payments, the holders of Series BD shares will cease to be entitled to dividends.

RY.PR.J is a FixedReset, 3.60%+274, NVCC-compliant, that commenced trading 2015-1-30 after being announced 2015-1-26. It reset to 3.20% effective 2020-5-24 and there was no conversion. The issue is tracked by HIMIPref™ and is assigned to the FixedReset (Discount) subindex.

Partners Value Split Corp. has announced:

y its intention to redeem all of its 6,000,000 outstanding Class AA Preferred Shares, Series 11 (“Preferred Shares, Series 11”) for cash on April 22, 2025 (the “Redemption Date”) in accordance with the terms of the Preferred Shares, Series 11.

The redemption price per Preferred Share, Series 11 will be equal to C$25.00 per share plus accrued and unpaid dividends of C$0.17 per share to April 21, 2025, representing a total redemption price of C$25.17 per share (the “Redemption Price”).

Notice has been delivered to holders of the Preferred Shares, Series 11 in accordance with the terms of the Preferred Shares, Series 11.

From and after the Redemption Date, the Preferred Shares, Series 11 will cease to be entitled to dividends or any other participation in any distribution of the assets of the Company and the holders thereof shall not be entitled to exercise any of their rights as shareholders in respect thereof except to receive the Redemption Price (less any tax required to be deducted and withheld by the Company). After the redemption of the Preferred Shares, Series 11, the Company will consolidate the existing capital shares held by Partners Value Investments Inc. so that there are an equal number of preferred shares and capital shares outstanding.

PVS.PR.I is a SplitShare, 5-Year, 4.75%, which was announced 2020-9-25 and commenced trading 2020-10-7. It is tracked by HIMIPref™ and has been added to the SplitShare subindex.

This redemption was announced during the Great Server Crash of 2025 and was never posted. Thanks to Assiduous Reader JD for bringing the omission to my attention!

Brookfield Renewable Partners L.P. has announced:

that Brookfield Renewable Power Preferred Equity Inc. (“BRP Equity”) has determined the fixed dividend rate on its Class A Preference Shares, Series 1 (“Series 1 Shares”) (TSX:BRF.PR.A) for the five years commencing May 1, 2025 and ending April 30, 2030 and the floating dividend rate on its Class A Preference Shares, Series 2 (“Series 2 Shares”) (TSX: BRF.PR.B) for the quarterly dividend payable on July 31, 2025.

Series 1 Shares

If declared, the fixed quarterly dividends on the Series 1 Shares during that period will be paid at an annual rate of 5.203% ($0.3251875 per share per quarter).

Holders of Series 1 Shares have the right, at their option, exercisable not later than 5:00 p.m. (Toronto time) on April 15, 2025, to convert all or part of their Series 1 Shares, on a one-for-one basis, into Series 2 Shares, effective April 30, 2025. Holders of Series 1 Shares are not required to elect to convert all or any part of their Series 1 Shares into Series 2 Shares.

As provided in the share conditions of the Series 1 Shares, (i) if BRP Equity determines that there would be fewer than 1,000,000 Series 1 Shares outstanding after April 30, 2025, all remaining Series 1 Shares will be automatically converted into Series 2 Shares on a one-for-one basis effective April 30, 2025; and (ii) if BRP Equity determines that there would be fewer than 1,000,000 Series 2 Shares outstanding after April 30, 2025, no Series 1 Shares will be permitted to be converted into Series 2 Shares. There are currently 6,849,533 Series 1 Shares outstanding.

Series 2 Shares

The quarterly floating rate dividends on the Series 2 Shares is paid at an annual rate, calculated for each quarter, of 2.62% over the annual yield on three-month Government of Canada treasury bills. The actual quarterly dividend in respect of the May 1, 2025 to July 31, 2025 dividend period for the Series 2 Shares, if declared, will be $0.3317675 per share, payable on July 31, 2025.

Holders of Series 2 Shares have the right, at their option, exercisable not later than 5:00 p.m. (Toronto time) on April 15, 2025, to convert all or part of their Series 2 Shares, on a one-for-one basis, into Series 1 Shares, effective April 30, 2025. Holders of Series 2 Shares are not required to elect to convert all or any part of their Series 2 Shares into Series 1 Shares.

As provided in the share conditions of the Series 2 Shares, (i) if BRP Equity determines that there would be fewer than 1,000,000 Series 2 Shares outstanding after April 30, 2025, all remaining Series 2 Shares will be automatically converted into Series 1 Shares on a one-for-one basis effective April 30, 2025; and (ii) if BRP Equity determines that there would be fewer than 1,000,000 Series 1 Shares outstanding after April 30, 2025, no Series 2 Shares will be permitted to be converted into Series 1 Shares. There are currently 3,110,531 Series 2 Shares outstanding.

There has been no press release regarding the conversion results that I can see, but the TMX Money site reports 8,372,310 BRF.PR.A shares outstanding and 64,977 of BRF.PR.B. Extensive computations have determined that 64,977 is less than the 1,000,000 minimum outstanding requirement, so I’m not quite sure what’s going on. I have sent an eMail:

In your press release dated 2025-04-01 (see https://bep.brookfield.com/press-releases/bep/brookfield-renewable-announces-dividend-rates-its-series-1-and-series-2 ), you stated: “As provided in the share conditions of the Series 2 Shares, (i) if BRP Equity determines that there would be fewer than 1,000,000 Series 2 Shares outstanding after April 30, 2025, all remaining Series 2 Shares will be automatically converted into Series 1 Shares on a one-for-one basis effective April 30, 2025; and (ii) if BRP Equity determines that there would be fewer than 1,000,000 Series 1 Shares outstanding after April 30, 2025, no Series 2 Shares will be permitted to be converted into Series 1 Shares. There are currently 3,110,531 Series 2 Shares outstanding.”

I see no further press release disclosing the results of the conversion right.

The Toronto Stock Exchange is reporting on tmxmoney.com that there are currently only 64,977 BRF.PR.B outstanding (see attached screenshot); should this be the case, there is an apparent inconsistency with the press release (unless there was a massive repurchase and cancellation in the interim).

Can you please clarify the results of the conversion and currently outstanding shares for me please?

Sincerely,

Screenshot:

BRF.PR.A was issued as a FixedReset, 5.25%+262, that commenced trading 2010-3-10 after being announced 2010-2-18. It reset to 3.355% in 2015 and I recommended against conversion. Nevertheless, there was a 45% conversion to the FloatingReset. The issue reset to 3.137% in 2020.

BRF.PR.B is a FloatingReset, Float+262, that resulted from a 45% conversion from BRF.PR.A in 2015.

Update, 2025-6-27: I have received the following response from BRF regarding the number of outstanding shares of BRF.PR.B:

Please see the results on our website in the Footnote 2 below. https://bep.brookfield.com/bep/stock-distributions/preferred-shares

2. On April 15, 2025, a total of 1,619 Class A Preference Shares Series 1 (“Series 1 Preferred Shares”) outstanding were elected for conversion, on a one-for-one basis, into floating rate Class A Preference Shares Series 2 (“Series 2 Preferred Shares”) and a total of 1,524,396 Series 2 Preferred Shares outstanding were elected for conversion, on a one-for-one basis, into Series 1 Preferred Shares. Consequently, effective April 30, 2025, Brookfield Renewable have 8,372,310 Series 1 Preferred Shares and 1,587,754 Series 2 Preferred Shares issued and outstanding.

So that’s a net 15% conversion to BRF.PR.A, the FixedReset. The TMX continues to report 64,977 BRF.PR.B shares outstanding.

Brookfield Corporation has announced:

that it has determined the fixed dividend rate on its Cumulative Class A Preference Shares, Series 38 (the “Series 38 Shares”) (TSX: BN.PF.E) for the five years commencing April 1, 2025 and ending March 31, 2030.

If declared, the fixed quarterly dividends on the Series 38 Shares during the five years commencing April 1, 2025 will be paid at an annual rate of 5.185% ($0.3240625 per share per quarter).

Holders of Series 38 Shares have the right, at their option, exercisable not later than 5:00 p.m. (Toronto time) on March 17, 2025, to convert all or part of their Series 38 Shares, on a one-for-one basis, into Cumulative Class A Preference Shares, Series 39 (the “Series 39 Shares”), effective March 31, 2025. The quarterly floating rate dividends on the Series 39 Shares will be paid at an annual rate, calculated for each quarter, of 2.55% over the annual yield on three-month Government of Canada treasury bills. The actual quarterly dividend rate in respect of the April 1, 2025 to June 30, 2025 dividend period for the Series 39 Shares will be 1.34331% (5.388% on an annualized basis) and the dividend, if declared, for such dividend period will be $0.3358275 per share, payable on June 30, 2025.

Holders of Series 38 Shares are not required to elect to convert all or any part of their Series 38 Shares into Series 39 Shares.

As provided in the share conditions of the Series 38 Shares, (i) if Brookfield determines that there would be fewer than 1,000,000 Series 38 Shares outstanding after March 31, 2025, all remaining Series 38 Shares will be automatically converted into Series 39 Shares on a one-for-one basis effective March 31, 2025; and (ii) if Brookfield determines that there would be fewer than 1,000,000 Series 39 Shares outstanding after March 31, 2025, no Series 38 Shares will be permitted to be converted into Series 39 Shares. There are currently 7,906,132 Series 38 Shares outstanding.

The Toronto Stock Exchange (“TSX”) has conditionally approved the listing of the Series 39 Shares effective upon conversion. Listing of the Series 39 Shares is subject to Brookfield fulfilling all the listing requirements of the TSX.

They later 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 38 (the “Series 38 Shares”) (TSX: BN.PF.E) into Cumulative Class A Preference Shares, Series 39 (the “Series 39 Shares”), there were 42,035 Series 38 Shares tendered for conversion, which is less than the one million shares required to give effect to conversion into Series 39 Shares. Accordingly, there will be no conversion of Series 38 Shares into Series 39 Shares and holders of Series 38 Shares will retain their Series 38 Shares.

BN.PF.E was issued as BAM.PF.E, a FixedReset, 4.40%+255, that commenced trading 2014-3-13 after being announced 2014-3-6. It reset to 3.568% effective 2020-4-1. I made a preliminatry recommendation not to convert and there was no conversion. The ticker changed to BN.PF.E in late 2022. The issue is tracked by HIMIPref™ and is assigned to the FixedReset (Discount) subindex.

Aimia Inc. announced (on 2025-2-26):

y that it does not intend to exercise its right to redeem its currently outstanding Cumulative Rate Reset Preferred Shares (“Series 1 Shares”) (TSX: AIM.PR.A) on March 31, 2025.

The Company also announced that due to the results of its Substantial Issuer Bid completed on January 30, 2025, where an aggregate of 4,528,157 Series 1 Shares were tendered in consideration for 9.75% senior unsecured notes, there are currently 606,658 Series 1 Shares outstanding. In accordance with the terms of the Series 1 Shares, as there are less than 1,000,000 Series 1 Shares outstanding, none of the Series 1 Shares will be eligible for conversion into Cumulative Floating Rate Preferred Shares, Series 2 (“Series 2 Shares”) on March 31, 2025 (since any such conversion would result in less than 1,000,000 Series 2 Shares being outstanding).

As a result of the foregoing, the quarterly dividend rate for Series 1 shares will be reset for the 5-year period from March 31, 2025 to March 30, 2030 based on the sum of the 5-year Government of Canada bond yield on the 30th day prior to start of the fixed rate period plus 3.75%.

The reset dividend rate applicable to the Series 1 Shares will be announced by a news release on or about
March 3, 2025.

Holders of Series 1 Shares are entitled to receive quarterly fixed cumulative preferential cash dividends as
and when declared by Aimia’s Board of Directors.

On 2025-3-3, they announced:

the applicable dividend rates for its Cumulative Rate Reset Preferred Shares, Series 1 (the “Series 1 Shares”) further to its February 26, 2025 notice and announcement that it will not exercise its right to redeem all or any part of the outstanding Series 1 Shares.

As announced in the Company’s press release dated February 26, 2025, none of the Series 1 Shares will be eligible for conversion into Cumulative Floating Rate Preferred Shares, Series 2 (“Series 2 Shares”) on March 31, 2025, as there are less than 1,000,000 Series 1 Shares outstanding (since any such conversion would result in less than 1,000,000 Series 2 Shares being outstanding).

Holders of the Series 1 Shares will be entitled to receive fixed, cumulative, preferential cash dividends, payable quarterly, as and when declared by the Company’s Board of Directors. The annual dividend rate for the five-year period from and including March 31, 2025 to, but excluding, March 31, 2030 will be 6.281% being equal to the five-year Government of Canada bond yield of 2.531% plus 3.75%, as determined in accordance with the rights, privileges, restrictions and conditions attaching to the Series 1 Shares.

Holders of Series 1 Shares as of the applicable record date remain eligible to receive dividends on their Series 1 Shares, as and when declared by the Board of Directors of Aimia, for the period from and including December 31, 2024 to, but excluding, March 31, 2025 at the current annual dividend rate of 4.802%.

Aimia recently completed a substantial issuer bid to purchase for cancellation 7,889,931 preferred shares, of which 4,528,157 were Series 1 preferred shares, in consideration for 9.75% senior unsecured notes (“2030 Notes”). Based on the number of Preferred Shares validly tendered and 2030 Notes issued in consideration, Aimia will generate approximately $6.4 million in annual cash savings when comparing the annual preferred dividends and Part VI.1 tax to the annual cash coupon interest payments. Under IFRS, Aimia expects to record a $53.7 million gain on the transaction, based on the exchange value of the 2030 Notes and the carrying value of the Preferred Shares exchanged.

AIM.PR.A is a FixedReset, 4.50%+375, assigned to the Scraps-FixedReset (Discount) subindex. It commenced trading as AER.PR.A with an initial dividend rate of 6.50% on 2010-1-20 after being announced 2010-1-12. AIM.PR.A changed its ticker from AER.PR.A in October, 2011. The first extension was reported on PrefBlog and the reset to 4.50% was announced 2015-3-2. I recommended against conversion. There was a 43% conversion to the FloatingReset, AIM.PR.B in 2015. The 2020 extension was announced 2020-2-25. AIM.PR.A will reset to 4.802% effective 2020-3-31; at that time I opined that a decision on whether to convert or hold should be made according to each investor’s circumstances. There was a complete conversion to the FixedReset.

Fairfax Financial Holdings Limited has announced:

its intention to redeem (i) all of its 5,440,132 outstanding Cumulative 5-Year Rate Reset Preferred Shares, Series E (the “Series E Shares”), (ii) all of its 2,099,046 outstanding Cumulative Floating Rate Preferred Shares, Series F (the “Series F Shares”), and (iii) all of its 9,200,000 outstanding Cumulative 5-Year Rate Reset Preferred Shares, Series M (the “Series M Shares” and, collectively with the Series E Shares and the Series F Shares, the “Preferred Shares”) on March 31, 2025 (the “Redemption Date”) at a redemption price equal to C$25.00 per share, for an aggregate total amount of approximately C$420.5 million, together with all accrued and unpaid dividends up to but excluding the Redemption Date (the “Redemption Price”), less any tax required to be deducted and withheld by Fairfax.

Formal notice will be delivered to the sole registered holder of the Preferred Shares in accordance with the terms of the Preferred Shares of the applicable series as set out in Fairfax’s articles.

Separately from the Redemption Price, (i) the final quarterly dividend of C$0.198938 per Series E Share will be paid in the usual manner to holders of Series E Shares on March 31, 2025, (ii) the final quarterly dividend of C$0.34773 per Series F Share will be paid in the usual manner to holders of Series F Shares on March 28, 2025, and (iii) the final quarterly dividend of C$0.312688 per Series M Share will be paid in the usual manner to holders of Series M Shares on March 31, 2025, in each case to shareholders of record on March 14, 2025.

Non-registered holders of Preferred Shares should contact their broker or other intermediary for information regarding the redemption process for the series of Preferred Shares in which they hold a beneficial interest. Fairfax’s transfer agent for the Preferred Shares is Computershare Trust Company of Canada (“Computershare”). Questions regarding the redemption process may be directed to Computershare at 1-800-564-6253 or by email to corporateactions@computershare.com.

Following the redemption on March 31, 2025, the Series E Shares, the Series F Shares and the Series M Shares will be delisted from and no longer trade on the Toronto Stock Exchange (“TSX”).

Fairfax is a holding company which, through its subsidiaries, is primarily engaged in property and casualty insurance and reinsurance and the associated investment management.

FFH.PR.E commenced trading 2010-2-1 as a FixedReset, 4.75%+216, after being announced 2010-1-21. It reset in 2015 to 2.91% and I recommended against conversion; there was a 31% conversion to the FloatingReset, FFH.PR.F, anyway. The issue reset to 3.183% in 2020.

FFH.PR.F commenced trading in 2015 as a result of the 31% conversion from FFH.PR.E noted above.

FFH.PR.M is a FixedReset, 4.75%+398, that commenced trading 2015-3-3 after being announced 2015-2-20. It reset to 5.003% in 2020.

These issues have been tracked by HIMIPref™ but were originally relegated to the Scraps-FixedReset (Discount) subindex on credit concerns. DBRS upgraded the credit rating to Pfd-2(low) in 2023 and the issues were moved to the regular indices.

Quadravest has announced:

Financial 15 Split Corp. (the “Company”) is pleased to announce it will extend the termination date of the Company a further five year period from December 1, 2025 to December 1, 2030.

The term extension allows holders of FTN Class A Shares (“Class A Shares”) to continue to receive ongoing leveraged exposure to a portfolio consisting of high-quality financial services companies made up of Canadian and U.S. issuers, as well as receiving targeted monthly distributions. Since inception of the Company, Class A shareholders have received monthly distributions totaling $26.69 per share.

Holders of the FTN.PR.A Preferred Shares (“Preferred Shares”) are expected to continue to benefit from cumulative preferential monthly distributions. The Preferred shareholders have received a total of $12.19 per share since inception.

The extension of the term of the Company is not expected to be a taxable event and should enable shareholders to defer potential capital gains tax liability that would have otherwise been realized on the redemption of the Class A Shares or Preferred Shares at the end of the term, until such time as such shares are disposed of by shareholders.

In connection with the extension, the Company will have the right to amend the minimum rate of cumulative preferential monthly dividends to be paid to the Preferred Shares for the five year renewal period, commencing December 1, 2025. Any change to the Preferred Share minimum dividend rate for the extended term will be based on market yields for preferred shares with similar terms at such time and will be announced no later than September 30, 2025. The Company has the right to establish the rate of cumulative preferential monthly dividends to be paid to the Preferred Shares on an annual basis, subject to the five year minimum rate.

The Company invests in a high quality portfolio consisting of 15 financial services companies made up of Canadian and U.S. issuers as follows: Bank of Montreal, The Bank of Nova Scotia, Canadian Imperial Bank of Commerce, Royal Bank of Canada, Toronto-Dominion Bank, National Bank of Canada, Manulife Financial Corporation, Sun Life Financial, Great-West Lifeco, CI Financial Corp, Bank of America, Citigroup Inc., Goldman Sachs Group, JP Morgan Chase & Co. and Wells Fargo & Co.