Category: Issue Comments

Issue Comments

FFH.PR.E / FFH.PR.F and FFH.PR.M To Be Redeemed

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.

Issue Comments

FTN.PR.A To Be Extended

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.

Issue Comments

CVE.PR.E To Be Redeemed

Cenovus Energy Inc. has announced:

it will exercise its right to redeem the Company’s 4.591% Series 5 Preferred Shares (the “Series 5 Preferred Shares”) on March 31, 2025 (the “Redemption”). All 8 million Series 5 Preferred Shares outstanding will be redeemed at the price of $25.00 per share, for an aggregate amount payable to holders of $200 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 $0.28694 per Series 5 Preferred Share payable on March 31, 2025, to shareholders of record as of March 14, 2025. This will be the final dividend paid on the Series 5 Preferred Shares.

Inquiries from registered holders of Series 5 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 5 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.E was issued as HSE.PR.E, a FixedReset, 4.50%+357, that commenced trading 2015-3-12 after being announced 2015-3-4. It reset at 4.591% effective 2020-3-31. I made a preliminary recommendation not to convert. The ticker changed to CVE.PR.E in early 2021.

The issue is tracked by HIMIPref™ and has been assigned to the FixedReset (Discount) subindex. DBRS upgraded the issue to Pfd-3(high) in late 2022 (which I later thought I had not reported.

Issue Comments

CWB: Ticker Change to NA

National Bank of Canada and Canadian Western Bank have announced:

the completion of the previously announced reorganization of CWB’s tier 1 capital.

In particular, on the date hereof, all of the issued and outstanding First Preferred Shares Series 5 (Non-Viability Contingent Capital (NVCC)) and Series 9 (Non-Viability Contingent Capital (NVCC)) of CWB (collectively, the “CWB First Preferred Shares”) have been exchanged, on a one for one basis, for new First Preferred Shares of National Bank Series 47 (Non-Viability Contingent Capital (NVCC)) and Series 49 (Non-Viability Contingent Capital (NVCC)) (collectively, the “National Bank First Preferred Shares”), respectively, in each case having substantially the same rights, privileges, restrictions and conditions as the corresponding CWB First Preferred Shares. The Limited Recourse Capital Notes Series 1 and Series 2 (NVCC) of CWB have been redeemed in accordance with their terms.

It is expected that the National Bank First Preferred Shares will commence trading on the Toronto Stock Exchange (“TSX”) under the ticker symbols NA.PR.I. and NA.PR.K., respectively, as of opening of markets on February 20, 2025. The CWB First Preferred Shares will be delisted from the TSX.

As previously announced, following such exchanges and redemptions and certain other corporate actions, National Bank and CWB will, on March 1, 2025, amalgamate and continue as one bank under the name National Bank of Canada, with the resulting entity assuming the obligations of its predecessors, including the obligations of CWB under its outstanding NVCC Subordinated Debentures.

Old Ticker New Ticker
CWB.PR.B NA.PR.I
CWB.PR.D NA.PR.K
Issue Comments

MFC.PR.N To Reset To 5.169%

Manulife Financial Corporation announced (on 2025-1-29, but not on their website as of 2025-6-25 as far as I can see):

that it does not intend to exercise its right to redeem all or any of its currently outstanding 10,000,000 Non-cumulative Rate Reset Class 1 Shares Series 19 (the “Series 19 Preferred Shares”) (TSX: MFC.PR.N) on March 19, 2025. As a result, subject to certain conditions described in the prospectus supplement dated November 26, 2014 relating to the issuance of the Series 19 Preferred Shares (the “Prospectus”), the holders of the Series 19 Preferred Shares have the right, at their option, to convert all or part of their Series 19 Preferred Shares on a one-for-one basis into Non-cumulative Floating Rate Class 1 Shares Series 20 of Manulife (the “Series 20 Preferred Shares”) on March 19, 2025. A formal notice of the right to convert Series 19 Preferred Shares into Series 20 Preferred Shares will be sent to the registered holders of the Series 19 Preferred Shares in accordance with the share conditions of the Series 19 Preferred Shares. Holders of Series 19 Preferred Shares are not required to elect to convert all or any part of their Series 19 Preferred Shares into Series 20 Preferred Shares. Holders who do not exercise their right to convert their Series 19 Preferred Shares into Series 20 Preferred Shares on such date will retain their Series 19 Preferred Shares, unless automatically converted in accordance with the conditions below.

The foregoing conversion right is subject to the conditions that: (i) if, after March 4, 2025, Manulife determines that there would be less than 1,000,000 Series 19 Preferred Shares outstanding on March 19, 2025, then all remaining Series 19 Preferred Shares will automatically be converted into an equal number of Series 20 Preferred Shares on March 19, 2025, and (ii) alternatively, if, after March 4, 2025, Manulife determines that there would be less than 1,000,000 Series 20 Preferred Shares outstanding on March 19, 2025, then no Series 19 Preferred Shares will be converted into Series 20 Preferred Shares. In either case, Manulife will give written notice to that effect to any registered holders of Series 19 Preferred Shares affected by the preceding minimums on or before March 12, 2025.

The dividend rate applicable to the Series 19 Preferred Shares for the 5-year period commencing on March 20, 2025, and ending on March 19, 2030, and the dividend rate applicable to the Series 20 Preferred Shares for the 3-month period commencing on March 20, 2025, and ending on June 19, 2025, will be determined and announced by way of a news release on February 18, 2025. Manulife will also give written notice of these dividend rates to the registered holders of Series 19 Preferred Shares.

Beneficial owners of Series 19 Preferred Shares who wish to exercise their right of conversion should instruct their broker or other nominee to exercise such right before 5:00 p.m. (Toronto time) on March 4, 2025. Conversion inquiries should be directed to Manulife’s Registrar and Transfer Agent, TSX Trust Company, at 1‑800-783-9495.

Subject to certain conditions described in the Prospectus, Manulife may redeem the Series 19 Preferred Shares, in whole or in part, on March 19, 2030 and on March 19 every five years thereafter and may redeem the Series 20 Preferred Shares, in whole or in part, after March 19, 2025.

The Toronto Stock Exchange (“TSX”) has conditionally approved the listing of the Series 20 Preferred Shares effective upon conversion. Listing of the Series 20 Preferred Shares is subject to Manulife fulfilling all the listing requirements of the TSX and, upon approval, the Series 20 Preferred Shares will be listed on the TSX under the trading symbol “MFC.PR.S”.

On 2025-2-18, they announced (again, not on their website as of 2025-6-25):

the applicable dividend rates for its Non-cumulative Rate Reset Class 1 Shares Series 19 (the “Series 19 Preferred Shares”) (TSX: MFC.PR.N) and Non-cumulative Floating Rate Class 1 Shares Series 20 (the “Series 20 Preferred Shares”).

With respect to any Series 19 Preferred Shares that remain outstanding after March 19, 2025, holders thereof will be entitled to receive fixed rate non-cumulative preferential cash dividends on a quarterly basis, as and when declared by the Board of Directors of Manulife and subject to the provisions of the Insurance Companies Act (Canada). The dividend rate for the five-year period commencing on March 20, 2025, and ending on March 19, 2030, will be 5.16900% per annum or $0.323063 per share per quarter, being equal to the sum of the five-year Government of Canada bond yield as at February 18, 2025, plus 2.30%, as determined in accordance with the terms of the Series 19 Preferred Shares.

With respect to any Series 20 Preferred Shares that may be issued in connection with the conversion of the Series 19 Preferred Shares into the Series 20 Preferred Shares, holders thereof will be entitled to receive floating rate non-cumulative preferential cash dividends on a quarterly basis, calculated on the basis of the actual number of days elapsed in each quarterly floating rate period divided by 365, as and when declared by the Board of Directors of Manulife and subject to the provisions of the Insurance Companies Act (Canada). The dividend rate for the three-month period commencing on March 20, 2025, and ending on June 19, 2025, will be 1.29430% (5.13500% on an annualized basis) or $0.323575 per share, being equal to the sum of the three-month Government of Canada Treasury bill yield as at February 18, 2025, plus 2.30%, as determined in accordance with the terms of the Series 20 Preferred Shares.

Beneficial owners of Series 19 Preferred Shares who wish to exercise their right of conversion should instruct their broker or other nominee to exercise such right before 5:00 p.m. (Toronto time) on March 4, 2025. Conversion inquiries should be directed to Manulife’s Registrar and Transfer Agent, TSX Trust Company, at 1‑800‑783‑9495.

The Toronto Stock Exchange (“TSX”) has conditionally approved the listing of the Series 20 Preferred Shares effective upon conversion. Listing of the Series 20 Preferred Shares is subject to Manulife fulfilling all the listing requirements of the TSX and, upon approval, the Series 20 Preferred Shares will be listed on the TSX under the trading symbol “MFC.PR.S”.

MFC.PR.N was issued as a FixedReset, 3.80%+230, that commenced trading 2014-12-3 after being announced 2014-11-26. The company provided notice of extension 2020-2-3. The issue reset at 3.675% effective 2020-3-20 and there was no conversion. It is tracked by HIMIPref™ and is assigned to the FixedReset – Insurance non-NVCC subindex.

Update as of 2025-3-5: They announced (not on website!):

that after having taken into account all election notices received by the March 4, 2025 deadline for conversion of its currently outstanding 10,000,000 Non-cumulative Rate Reset Class 1 Shares Series 19 (the “Series 19 Preferred Shares”) (TSX: MFC.PR.N) into Non-cumulative Floating Rate Class 1 Shares Series 20 of Manulife (the “Series 20 Preferred Shares”), the holders of Series 19 Preferred Shares are not entitled to convert their Series 19 Preferred Shares into Series 20 Preferred Shares. There were 3,700 Series 19 Preferred Shares elected for conversion, which is less than the minimum one million shares required to give effect to conversions into Series 20 Preferred Shares.

As announced by Manulife on February 18, 2025, after March 19, 2025, holders of Series 19 Preferred Shares will be entitled to receive fixed rate non-cumulative preferential cash dividends on a quarterly basis, as and when declared by the Board of Directors of Manulife and subject to the provisions of the Insurance Companies Act (Canada). The dividend rate for the five-year period commencing on March 20, 2025, and ending on March 19, 2030, will be 5.16900% per annum or $0.323063 per share per quarter, being equal to the sum of the five-year Government of Canada bond yield as at February 18, 2025, plus 2.30%, as determined in accordance with the terms of the Series 19 Preferred Shares.

Subject to certain conditions described in the prospectus supplement dated November 26, 2014 relating to the issuance of the Series 19 Preferred Shares, Manulife may redeem the Series 19 Preferred Shares, in whole or in part, on March 19, 2030 and on March 19 every five years thereafter.

Issue Comments

ENB.PF.C To Reset To 5.477%

Enbridge Inc. has announced:

that it does not intend to exercise its right to redeem its currently outstanding Cumulative Redeemable Preference Shares, Series 11 (Series 11 Shares) (TSX: ENB.PF.C) on March 1, 2025. As a result, subject to certain conditions, the holders of the Series 11 Shares have the right to convert all or part of their Series 11 Shares on a one-for-one basis into Cumulative Redeemable Preference Shares, Series 12 of Enbridge (Series 12 Shares) on March 1, 2025. Holders who do not exercise their right to convert their Series 11 Shares into Series 12 Shares will retain their Series 11 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 11 Shares outstanding after March 1, 2025, then all remaining Series 11 Shares will automatically be converted into Series 12 Shares on a one-for-one basis on March 1, 2025; and (ii) alternatively, if Enbridge determines that there would be less than 1,000,000 Series 12 Shares outstanding after March 1, 2025, no Series 11 Shares will be converted into Series 12 Shares. There are currently 20,000,000 Series 11 Shares outstanding.

With respect to any Series 11 Shares that remain outstanding after March 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 11 Shares for the five-year period commencing on March 1, 2025 to, but excluding, March 1, 2030 will be 5.477 percent, being equal to the five-year Government of Canada bond yield of 2.837 percent determined as of today plus 2.64 percent in accordance with the terms of the Series 11 Shares.

With respect to any Series 12 Shares that may be issued on March 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 12 Shares for the three-month floating rate period commencing on March 1, 2025 to, but excluding, June 1, 2025 will be 1.41151 percent, based on the annual rate on three month Government of Canada treasury bills for the most recent treasury bills auction of 2.96 percent plus 2.64 percent in accordance with the terms of the Series 12 Shares (the Floating Quarterly Dividend Rate). The Floating Quarterly Dividend Rate will be reset every quarter.

Beneficial holders of Series 11 Shares who wish to exercise their right of conversion during the conversion period, which runs from January 30, 2025 until 5:00 p.m. (EST) on February 14, 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.

ENB.PF.C was issued a FixedReset, 4.40%+264, that commenced trading 2014-5-22 after being announced 2014-5-12. ENB.PF.C will reset at 3.938% effective March 1, 2020. I recommended against conversion and there was no conversion. The issue is tracked by HIMIPref™ but was originally relegated to the Scraps – FixedReset – Discount subindex on credit concerns; it was upgraded to Pfd-2(low) by DBRS in mid-2024.

Update, 2025-02-14: Enbridge has announced:

that none of its outstanding Cumulative Redeemable Preference Shares, Series 11 (Series 11 Shares) will be converted into Cumulative Redeemable Preference Shares, Series 12 (Series 12 Shares) on March 1, 2025.

After taking into account all conversion notices received from holders of its outstanding Series 11 Shares by the February 14, 2025 deadline for the conversion of the Series 11 Shares into Series 12 Shares, less than the 1,000,000 Series 11 Shares required to give effect to conversions into Series 12 Shares were tendered for conversion.

Issue Comments

EMA.PR.F To Reset To 5.749%

Emera Incorporated announced (on 2025-1-8):

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 F of the Company (the “Series F Shares”) on February 15, 2025. There are currently 8,000,000 Series F Shares outstanding.

Subject to certain conditions set out in the prospectus supplement of the Company dated June 2, 2014, to the short form base shelf prospectus dated May 2, 2013, relating to the issuance of the Series F Shares (collectively, the “Prospectus”), the holders of the Series F Shares have the right, at their option, to convert all or any of their Series F Shares, on a one-for-one basis, into Cumulative Floating Rate First Preferred Shares, Series G of the Company (the “Series G Shares”) on February 15, 2025 (the “Conversion Date”).

On such date, holders who do not exercise their right to convert their Series F Shares into Series G Shares will continue to hold their Series F Shares.

The foregoing conversion right is subject to the following:

if the Company determines that there would be less than 1,000,000 Series G Shares outstanding on the Conversion Date, then holders of Series F Shares will not be entitled to convert their shares into Series G Shares, and
alternatively, if the Company determines that there would remain outstanding less than 1,000,000 Series F Shares on the Conversion Date, then all remaining Series F Shares will automatically be converted into Series G Shares on a one-for-one basis on the Conversion Date.
In either case, Emera will give written notice to that effect to holders of Series F Shares at least seven days prior to the Conversion Date, subject to the terms set out in the Prospectus.

The dividend rate applicable for the Series F Shares for the five-year period commencing on February 15, 2025 and ending on (and inclusive of) February 14, 2030, and the dividend rate applicable to the Series G Shares for the 3-month period commencing on February 15, 2025 and ending on (and inclusive of) May 14, 2025, will be determined on January 16, 2025 and notice of such dividend rates shall be provided to the holders of the Series F Shares on that day.

Holders of Series F 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 January 16, 2025 until 5:00 p.m. (EST) on January 31, 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 their broker or other nominee with adequate time to complete the necessary steps.

Holders of Series F Shares who do not provide notice or communicate with their broker or other nominee by the deadline will retain their Series F Shares and receive the new annual fixed dividend rate applicable to the Series F Shares, subject to the conditions stated above. Holders of Series F Shares will have the opportunity to convert their shares again on February 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 F Shares and Series G Shares, please see the Company’s Prospectus, which is available on SEDAR+ at www.sedarplus.ca.

They further announced (on 2025-01-16):

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

5.749% per annum on the Series F Shares ($0.35931 per Series F Share per quarter), being equal to the sum of the Government of Canada bond yield as at January 16, 2025, plus 2.63%, payable quarterly on the 15th of February, May, August and November of each year during the five-year period commencing on February 15, 2025 and ending on (and inclusive of) February 14, 2030; and

5.764% on the Series G Shares for the three-month period commencing on February 15, 2025 and ending on (and inclusive of) May 14, 2025 ($0.35137 per Series G Share for the quarter), being equal to the sum of the three-month Government of Canada treasury bill yield rate as at January 16, 2025, plus 2.63% (calculated on the basis of the actual number of days elapsed during the quarter divided by 365), payable on the 15th of May, 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 June 2, 2014, to the short form base shelf prospectus dated May 2, 2013, relating to the issuance of the Series F Shares (collectively, the “Prospectus”), holders of the Series F Shares have the right, at their option, to convert all or any of their Series F Shares, on a one-for-one basis, into Series G Shares on February 15, 2025 (the “Conversion Date”). On such date, holders who do not exercise their right to convert their Series F Shares into Series G Shares will continue to hold their Series F Shares. The foregoing conversion right is subject to the following:

if the Company determines that there would be less than 1,000,000 Series G Shares outstanding on the Conversion Date, then holders of Series F Shares will not be entitled to convert their shares into Series G Shares, and

alternatively, if the Company determines that there would remain outstanding less than 1,000,000 Series F Shares on the Conversion Date, then all remaining Series F Shares will automatically be converted into Series G Shares on a one-for-one basis on the Conversion Date.
Holders of Series F 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 January 16, 2025 until 5:00 p.m. (EST) on January 31, 2025. Any notices received after this deadline will not be valid. Holders of Series F Shares who wish to exercise their conversion right must carefully follow the procedures and instructions received from their broker or other nominee and contact their broker or other nominee if they need assistance. Such broker or other nominee may set deadlines for the return of instructions that are well in advance of the 5:00 p.m. (EST) deadline on January 31, 2025. As such, it is recommended that holders of Series F Shares communicate instructions to their broker or other nominee well in advance of the deadline in order to provide their broker or other nominee with adequate time to complete the necessary steps prior to the deadline.

Holders of Series F Shares who do not provide notice or communicate with their broker or other nominee by the deadline will retain their Series F Shares and receive the new annual fixed dividend rate applicable to the Series F Shares, subject to the conditions stated above. Holders of Series F Shares will have the opportunity to convert their shares again on February 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 F Shares and Series G Shares, please see the Company’s Prospectus, which is available on SEDAR+ at www.sedarplus.ca.

EMA.PR.F was issued as a FixedReset, 4.25%+263, that commenced trading 2014-6-9 after being being announced 2014-5-29. The company announced the extension on 2020-1-7. EMA.PR.F will reset at 4.202% effective February 15, 2020. I recommended against conversion and there was no conversion. EMA.PR.F is tracked by HIMIPref™ and assigned to the FixedReset Discount subindex.

Update, 2025-02-06: They have announced:

that after having taken into account all conversion notices received from holders of its outstanding Cumulative Rate Reset First Preferred Shares, Series F (the “Series F Shares”) by the January 31, 2025 deadline for conversion notices, less than the 1,000,000 Series F Shares required to give effect to conversions into Cumulative Floating Rate First Preferred Shares, Series G (the “Series G Shares”) were tendered for conversion. As a result, none of Emera’s outstanding Series F Shares will be converted into Series G Shares on February 15, 2025. The Series F Shares will continue to be listed on the Toronto Stock Exchange (TSX) under the symbol EMA.PR.F.

Issue Comments

TRP.PR.A / TRP.PR.F: 17% Net Conversion To FixedReset

TC Energy Corporation has announced:

that 42,200 of its 14,577,184 fixed rate Cumulative Redeemable First Preferred Shares, Series 1 (Series 1 Shares) have been elected for conversion on Dec. 31, 2024, on a one-for-one basis, into floating rate Cumulative Redeemable First Preferred Shares, Series 2 (Series 2 Shares); and 3,889,020 of its 7,422,816 Series 2 Shares have been elected for conversion, on a one-for-one basis, into Series 1 Shares.

As a result of the conversions, TC Energy will have 18,424,004 Series 1 Shares and 3,575,996 Series 2 Shares issued and outstanding. The Series 1 Shares and Series 2 Shares will continue to be listed on the Toronto Stock Exchange (TSX) under the symbols TRP.PR.A and TRP.PR.F, respectively.

The Series 1 Shares will pay on a quarterly basis for the five-year period beginning on Dec. 31, 2024, as and when declared by the Board of Directors of TC Energy, a fixed dividend at an annualized rate of 4.939 per cent.

The Series 2 Shares will pay a floating rate quarterly dividend for the five-year period beginning on Dec. 31, 2024, as and when declared by the Board of Directors of TC Energy. The dividend rate for the Series 2 Shares for the first quarterly floating rate period commencing Dec. 31, 2024 to but excluding Mar. 31, 2025 is 5.401 per cent and will be reset every quarter.

Holders of Series 1 Shares and Series 2 Shares will have the opportunity to convert their shares again on Dec. 31, 2029 and 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 1 Shares and the Series 2 Shares, please see the prospectus supplement dated Sept. 22, 2009 which is available on sedarplus.ca or on our website.

So this was a net conversion of 17% from TRP.PR.F to TRP.PR.A. The pair is now 84% FixedReset, TRP.PR.A.

TRP.PR.A commenced trading 2009-9-30 after being announced 2009-9-22. It commenced life as a FixedReset, 4.60%+192, that reset to 3.266% effective 2014-12-31. Assiduous Readers may recall that I have blamed the 2014 reset of TRP.PR.A for what we might now call ‘the first half’ of the current bear market. I recommended conversion to TRP.PR.F in 2014 and there was a conversion rate of about 62%. The company announced the extension to 2024 on 2019-11-21. TRP.PR.A reset at 3.479% effective 2019-12-31. I recommended holding, or converting to, TRP.PR.A and there was a 23% net conversion to that issue. TRP.PR.A reset to 4.939% in 2024.

TRP.PR.F commenced trading 2014-12-31 after a partial conversion from TRP.PR.A.

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

Issue Comments

TD.PF.C To Be Redeemed

The Toronto-Dominion Bank has announced:

that it will exercise its right to redeem all of its 20,000,000 outstanding Non-Cumulative 5-Year Rate Reset Class A First Preferred Shares, Series 5 (Non-Viability Contingent Capital) (the “Series 5 Shares”) on January 31, 2025 at the price of $25.00 per Series 5 Share for an aggregate total of approximately $500 million. The redemption has been approved by the Office of the Superintendent of Financial Institutions.

On December 5, 2024, TD announced that dividends of $0.24225 per Series 5 Share had been declared. These will be the final dividends on the Series 5 Shares, and will be paid in the usual manner on January 31, 2025 to shareholders of record on January 10, 2025, as previously announced. After January 31, 2025, the Series 5 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 5 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.C is a FixedReset, 3.75%+225, that commenced trading 2014-12-16 after being announced 2014-12-5. Notice of extension was reported in December, 2019. TD.PF.C will reset at 3.876% effective January 31, 2020. I recommended against conversion and there was no conversion. TD.PF.C is tracked by HIMIPref™ and is assigned to the FixedReset-Discount subindex.

Issue Comments

BCE.PR.F To Reset at 170% of GOC-5; Interconvertible with BCE.PR.E

BCE Inc. published their conversion notice for BCE.PR.F on 2024-12-16:

As of February 1, 2025, the Series AF 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 product of: (a) the yield to maturity compounded semiannually (the “Government of Canada Yield”), computed on January 13, 2025 by two registered Canadian investment dealers appointed by BCE Inc., that would be carried by a non-callable Government of Canada bond with a 5-year maturity, multiplied by (b) the “Selected Percentage Rate”. The “Selected Percentage Rate” determined by BCE Inc. is 170%. The annual dividend rate applicable to the Series AF Preferred Shares will be published on January 16, 2025 in the national edition of The Globe and Mail, the Montreal Gazette and Le Devoir and will be posted on the BCE Inc. website at www.bce.ca.

There is a similar conversion notice for BCE.PR.E.

The Five-Year Canada rate is now 3.15%, if that is the case on the determination date of 2025-1-13, the dividend rate of BCE.PR.F will be 5.355%, or $1.33875 p.a.

BCE.PR.F is a FixedFloater which was added to the HIMIPref™ database in December 2008, when it was paying 4.40%. It reset in 2010 to 4.541% and after a net conversion to BCE.PR.F the issue pair was about 90% FixedFloater. It reset in 2015 to 3.110% and after a massive conversion the issue pair was about 60% RatchetRate. In 2020 the issue reset to 3.865% (which was 239% of the GOC-5 rate) and there was a net 17% conversion to FixedFloaters, which thus comprised about 59% of the combined issue size.

BCE.PR.E is a RatchetRate preferred, interconvertible every five years with BCE.PR.F. It was added to the HIMIPref™ database in May, 2012.

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