Category: Issue Comments

Dundee Corporation has announced (although not yet on its website):

the applicable dividend rates for its Cumulative 5-Year Rate Reset First Preference Shares, Series 2 (“Series 2 Shares”) and its Cumulative Floating Rate First Preference Shares, Series 3 (“Series 3 Shares”).

With respect to any Series 2 Shares that remain outstanding on September 30, 2019, holders thereof will be entitled to receive fixed rate cumulative preferential cash dividends on a quarterly basis, as and when declared by the Board of Directors of the Company and subject to the provisions of the Business Corporations Act (Ontario). The dividend rate for the five-year period commencing on September 30, 2019 to, but excluding September 30, 2024, will be 5.284%, being equal to the sum of the five-year Government of Canada bond yield as at September 3, 2019, plus 4.10%, as determined in accordance with the terms of the Series 2 Shares.

With respect to any Series 3 Shares that remain outstanding on September 30, 2019, holders thereof will be entitled to receive floating rate cumulative preferential cash dividends on a quarterly basis, calculated on the basis of actual number of days elapsed in each quarterly floating rate period divided by 365, as and when declared by the Board of Directors of the Company and subject to the provisions of the Business Corporations Act (Ontario). The dividend rate for the three-month period commencing on September 30, 2019 to, but excluding, December 31, 2019, will be 5.74%, being equal to the sum of the three-month Government of Canada Treasury bills yield preceding September 3, 2019, plus 4.10%, as determined in accordance with the terms of the Series 3 Shares.

Beneficial owners of Series 2 Shares or Series 3 Shares who wish to exercise their right of conversion 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 with time to complete the necessary steps. The deadline for the registered shareholder, CDS & Co., to provide notice of the exercise of its right to convert all or any part of the Series 2 Shares into Series 3 Shares or Series 3 Shares into Series 2 Shares is 5:00 p.m. (Toronto time) on September 16, 2019 and, once received, is irrevocable.

Holders will again have the opportunity to convert their Series 2 Shares into Series 3 or to convert their Series 3 Shares into Series 2 Shares on September 30, 2024, and every five years thereafter as long as the Series 2 Shares and Series 3 Shares remain outstanding.

DC.PR.B is a FixedReset, 5.688%+410, that commenced trading 2009-9-15 with a 6.75% coupon after being announced 2009-8-25. It reset to 5.688% effective 2014-09-30. I made no recommendation regarding conversion. It is tracked by HIMIPref™ but us relegated to the Scraps – FixedReset (Discount) subindex on credit concerns.

DC.PR.D is a FloatingReset, +410, that came into existence via a partial conversion from DC.PR.B. It is tracked by HIMIPref™ but relegated to the Scraps – FloatingReset subindex on credit concerns.

The most logical way to analyze the question of whether or not to convert is through the theory of Preferred Pairs, for which a calculator is available. Briefly, a Strong Pair is defined as a pair of securities that can be interconverted in the future (e.g., DC.PR.B and the FloatingReset DC.PR.D). Since they will be interconvertible on this future date, it may be assumed that they will be priced identically on this date (if they aren’t then holders will simply convert en masse to the higher-priced issue). And since they will be priced identically on a given date in the future, any current difference in price must be offset by expectations of an equal and opposite value of dividends to be received in the interim. And since the dividend rate on one element of the pair is both fixed and known, the implied average rate of the other, floating rate, instrument can be determined. Finally, we say, we may compare these average rates and take a view regarding the actual future course of that rate relative to the implied rate, which will provide us with guidance on which element of the pair is likely to outperform the other until the next interconversion date, at which time the process will be repeated.

We can show the break-even rates for each FixedReset / FloatingReset Strong Pair graphically by plotting the implied average 3-month bill rate against the next Exchange Date (which is the date to which the average will be calculated). Inspection of the graph and the overall average break-even rates for extant pairs will provide a guide for estimating the break-even rate for the pair now under consideration assuming, of course, that enough conversions occur so that the pair is in fact created.

Click for Big

The market has lost enthusiasm for floating rate product; the implied rates until the next interconversion are generally well below the current 3-month bill rate as the averages for investment-grade and junk issues are at +0.63% and +1.22%, respectively. Whatever might be the result of the next few Bank of Canada overnight rate decisions, I suggest that it is unlikely that the average rate over the next five years will be lower than current – but if you disagree, of course, you may interpret the data any way you like.

Since credit quality of each element of the pair is equal to the other element, it should not make any difference whether the pair examined is investment-grade or junk, although we might expect greater variation of implied rates between junk issues on grounds of lower liquidity, and this is just what we see.

If we plug in the current bid price of the DC.PR.B FixedReset, we may construct the following table showing consistent prices for its DC.PR.D FloatingReset counterpart given a variety of Implied Breakeven yields consistent with issues currently trading:

Based on current market conditions, I suggest that the FloatingResets, DC.PR.D, that will result from conversion are likely to trade below the price of their FixedReset counterparts, DC.PR.B. Therefore, it seems likely that I will recommend that holders of DC.PR.B continue to hold the issue and not to convert and that holders of DC.PR.D convert to DC.PR.B, but I will wait until it’s closer to the September 16 notification deadline before making a final pronouncement. I will note that once the conversions, if any, have occurred it may be a good trade to swap one issue for the other in the market once both elements of each pair are trading and you can – hopefully – do it with a reasonably good take-out in price, rather than doing it through the company on a 1:1 basis. But that, of course, will depend on the prices at that time and your forecast for the path of policy rates over the next five years. There are no guarantees – my recommendation is based on the assumption that current market conditions with respect to the pairs will continue until the conversion period has passed and that the relative pricing of the two new pairs will reflect these conditions.

AltaGas Ltd. has announced:

that it does not intend to exercise its right to redeem any or all of its currently outstanding Cumulative Redeemable Five-Year Rate Reset Preferred Shares, Series G (the “Series G Shares”) (TSX: ALA.PR.G) on September 30, 2019 (the “Conversion Date”).

As a result, subject to certain conditions, the holders of the Series G Shares have the right to convert all or part of their Series G Shares on a one-for-one basis into Cumulative Redeemable Floating Rate Preferred Shares, Series H (the “Series H Shares”) on the Conversion Date. Holders who do not exercise their right to convert their Series G Shares into Series H Shares will, subject to automatic conversion in the circumstances described below, retain their Series G Shares.

The foregoing conversion right is subject to the conditions that: (i) if AltaGas determines that after giving effect to all conversions there would be less than 1,000,000 Series G Shares outstanding after the Conversion Date, then all remaining Series G Shares will automatically be converted into Series H Shares on a one-for-one basis on the Conversion Date; and (ii) if AltaGas determines that after giving effect to all conversions there would be less than 1,000,000 Series H Shares outstanding after the Conversion Date, no Series G Shares will be converted into Series H Shares. There are currently 8,000,000 Series G Shares outstanding.

With respect to any Series G Shares that remain outstanding after the Conversion Date, holders shall be entitled to receive, as and when declared by the Board of Directors of AltaGas, fixed cumulative preferential cash dividends, payable quarterly. The new annual dividend rate applicable to the Series G Shares for the five-year period commencing on and including September 30, 2019 to, but excluding, September 30, 2024 will be set and announced on September 3, 2019, being equal to the sum of the five-year Government of Canada bond yield as of such date plus 3.06 percent.

With respect to any Series H Shares that may be issued on the Conversion Date, holders shall be entitled to receive, as and when declared by the Board of Directors of AltaGas, quarterly floating rate cumulative preferential cash dividends. The dividend rate applicable to the Series H Shares for the three-month floating rate period commencing on and including September 30, 2019 to, but excluding, December 31, 2019 will be set and announced on September 3, 2019 being equal to the sum of the annual rate of interest for the most recent auction of 90 day Government of Canada treasury bills plus 3.06 percent (the “Floating Quarterly Dividend Rate”). The Floating Quarterly Dividend Rate will be reset every quarter.

Beneficial holders of Series G Shares who wish to exercise their right of conversion should instruct their broker or other nominee to exercise such right during the conversion period, which runs from August 31, 2019 until 5:00 p.m. (Toronto time) on September 13, 2019. It is recommended that this be done well in advance of the deadline in order to provide the broker or other intermediary with time to complete the necessary steps. Any notices received after this deadline will not be valid.

Subject to the terms and conditions of the Series G Shares and Series H Shares and AltaGas’ right to redeem such shares, holders of the Series G Shares and the Series H Shares will have the opportunity to convert their shares again on September 30, 2024, and every five years thereafter as long as the Series G Shares and Series H Shares remain outstanding.

AltaGas is a leading North American energy infrastructure company with a focus on regulated Utilities, Midstream and Power. AltaGas creates value by growing and optimizing its energy infrastructure, including a focus on clean energy sources. For more information visit: www.altagas.ca.

ALA.PR.G is a FixedReset, 4.75%+306, that commenced trading 2014-7-3 after being announced 2014-6-23. It is tracked by HIMIPref™ but relegated to the Scraps subindex on credit concerns. In December, 2018, the issue was downgraded to Pfd-3(low) by DBRS and to P-3 by S&P.

I will have more to say when the reset rate is announced on September 3.

TransAlta Corporation has announced:

that it does not intend to exercise its right to redeem all or any portion of the currently outstanding Cumulative Redeemable Rate Reset First Preferred Shares, Series G (“Series G Shares”) (TSX: TA.PR.J) on September 30, 2019 (the “Conversion Date”).

As a result, and subject to certain conditions, the holders of the Series G Shares will have the right to elect to convert all or any of their Series G Shares into Cumulative Redeemable Floating Rate First Preferred Shares, Series H of the Company (“Series H Shares”) on the basis of one Series H Share for each Series G Share on the Conversion Date.

As provided in the share terms of the Series G Shares, the foregoing conversion right is subject to the conditions that: (i) if TransAlta determines that there would remain outstanding immediately following the conversion, less than 1,000,000 Series G Shares, all remaining Series G Shares shall be converted automatically into Series H Shares on a one-for one basis effective September 30, 2019; or (ii) if TransAlta determines that there would remain outstanding immediately after the conversion, less than 1,000,000 Series H Shares, holders of Series G Shares shall not be entitled to convert their shares into Series H Shares on the Conversion Date. There are currently 6,000,000 Series G Shares outstanding.

With respect to any Series G Shares that remain outstanding after September 30, 2019, holders thereof will be entitled to receive quarterly fixed cumulative preferential cash dividends, if, as and when declared by the Board of Directors of TransAlta. The annual dividend rate for the Series G Shares for the five-year period from and including September 30, 2019 to but excluding September 30, 2024, will be 4.988%, being equal to the five-year Government of Canada bond yield of 1.188% determined as of today plus 3.80%, in accordance with the terms of the Series G Shares.

With respect to any Series H Shares that may be issued on September 30, 2019, holders thereof will be entitled to receive quarterly floating rate cumulative preferential cash dividends, if, as and when declared by the Board of Directors of TransAlta. The annual dividend rate for the 3-month floating rate period from and including September 30, 2019 to but excluding December 31, 2019 will be 5.438%, being equal to the annual rate for the most recent auction of 90-day Government of Canada Treasury Bills of 1.638% plus 3.80%, in accordance with the terms of the Series H Shares (the “Floating Quarterly Dividend Rate”). The Floating Quarterly Dividend Rate will be reset every quarter.

The Series G Shares are issued in “book entry only” form and must be purchased or transferred through a participant in the CDS depository service (“CDS Participant”). All rights of holders of Series G Shares must be exercised through CDS or the CDS Participant through which the Series G Shares are held. The deadline for the registered shareholder to provide notice of exercise of the right to convert Series G Shares into Series H Shares is 3:00 p.m. (MST) / 5:00 p.m. (EST) on September 15, 2019. Any notices received after this deadline will not be valid. As such, holders of Series G Shares who wish to exercise their right to convert their shares should contact their broker or other intermediary for more information and it is recommended that this be done well in advance of the deadline in order to provide the broker or other intermediary with time to complete the necessary steps.

If TransAlta does not receive an election notice from a holder of Series G Shares during the time fixed therefor, then the Series G Shares shall be deemed not to have been converted (except in the case of an automatic conversion). Holders of the Series G Shares and the Series H Shares will have the opportunity to convert their shares again on September 30, 2024, and every five years thereafter as long as the shares remain outstanding. For more information on the terms of the Series G Shares and the Series H Shares, please see TransAlta’s articles of amalgamation, including the share terms and shares in series schedule attached thereto as Schedule “A”, which are available on the Company’s website under the Investor Centre (Governance).

TA.PR.J is a FixedReset, 5.30%+380, that commenced trading 2014-8-14 after being announced 2014-8-6. It is tracked by HIMIPref™ and has been assigned to the Scraps index on credit concerns. It was recently downgraded to P-4(high by S&P but remains at Pfd-3(low) with DBRS.

The most logical way to analyze the question of whether or not to convert is through the theory of Preferred Pairs, for which a calculator is available. Briefly, a Strong Pair is defined as a pair of securities that can be interconverted in the future (e.g., TA.PR.J and the FloatingReset that will exist if enough holders convert). Since they will be interconvertible on this future date, it may be assumed that they will be priced identically on this date (if they aren’t then holders will simply convert en masse to the higher-priced issue). And since they will be priced identically on a given date in the future, any current difference in price must be offset by expectations of an equal and opposite value of dividends to be received in the interim. And since the dividend rate on one element of the pair is both fixed and known, the implied average rate of the other, floating rate, instrument can be determined. Finally, we say, we may compare these average rates and take a view regarding the actual future course of that rate relative to the implied rate, which will provide us with guidance on which element of the pair is likely to outperform the other until the next interconversion date, at which time the process will be repeated.

We can show the break-even rates for each FixedReset / FloatingReset Strong Pair graphically by plotting the implied average 3-month bill rate against the next Exchange Date (which is the date to which the average will be calculated). Inspection of the graph and the overall average break-even rates for extant pairs will provide a guide for estimating the break-even rate for the pair now under consideration assuming, of course, that enough conversions occur so that the pair is in fact created.

Click for Big

The market has lost enthusiasm for floating rate product; the implied rates until the next interconversion are generally well below the current 3-month bill rate as the averages for investment-grade and junk issues are at +0.60% and +0.95%, respectively. Whatever might be the result of the next few Bank of Canada overnight rate decisions, I suggest that it is unlikely that the average rate over the next five years will be lower than current – but if you disagree, of course, you may interpret the data any way you like.

Since credit quality of each element of the pair is equal to the other element, it should not make any difference whether the pair examined is investment-grade or junk, although we might expect greater variation of implied rates between junk issues on grounds of lower liquidity, and this is just what we see.

If we plug in the current bid price of the TA.PR.J FixedReset, we may construct the following table showing consistent prices for its soon-may-be-issued FloatingReset counterpart given a variety of Implied Breakeven yields consistent with issues currently trading:

Based on current market conditions, I suggest that the FloatingResets that will result from conversion are likely to trade below the price of their FixedReset counterparts, TA.PR.J. Therefore, it seems likely that I will recommend that holders of TA.PR.J continue to hold the issue and not to convert, but I will wait until it’s closer to the September 15 notification deadline before making a final pronouncement. I will note that once the FloatingResets commence trading (if, in fact, they do) it may be a good trade to swap one issue for the other in the market once both elements of each pair are trading and you can – hopefully – do it with a reasonably good take-out in price, rather than doing it through the company on a 1:1 basis. But that, of course, will depend on the prices at that time and your forecast for the path of policy rates over the next five years. There are no guarantees – my recommendation is based on the assumption that current market conditions with respect to the pairs will continue until the FloatingResets commence trading and that the relative pricing of the two new pairs will reflect these conditions.

Enbridge Inc. has announced (on August 19):

that none of its outstanding Cumulative Redeemable Preference Shares, Series 3 (Series 3 Shares) will be converted into Cumulative Redeemable Preference Shares, Series 4 of Enbridge (Series 4 Shares) on September 1, 2019.

After taking into account all conversion notices received from holders of its outstanding Series 3 Shares by the August 19, 2019 deadline for the conversion of the Series 3 Shares into Series 4 Shares, less than the 1,000,000 Series 3 Shares required to give effect to conversions into Series 4 Shares were tendered for conversion.

ENB.PR.Y is a FixedReset, 4.00%+238, that commenced trading 2013-6-6 after being announced 2013-5-28. The issue will reset at 3.737% effective September 1, 2019. I recommended against conversion. ENB.PR.Y is tracked by HIMIPref™ but relegated to the Scraps – FixedReset (Discount) subindex on credit concerns.

Element Fleet Management Corp. has announced (although not yet on their website):

that, pursuant to the rights, privileges, restrictions and conditions attaching to the Cumulative 5-Year Rate Reset Preferred Shares, Series E of the Corporation (the “Series E shares”), as provided in the Corporation’s restated articles of incorporation dated October 4, 2016, the holders of Series E shares have the right, at their option, on September 30, 2019 (the “Series E Conversion Date”) to convert all, or any part, of the then outstanding Series E shares into Cumulative Floating Rate Preferred Shares, Series F of the Corporation (the “Series F shares”) on the basis of one Series F share for each Series E share converted (the “Series E Conversion Privilege”).

The dividend rate applicable to the Series E shares for the period from and including September 30, 2019 up to, but excluding, September 30, 2024, and the dividend rate applicable to the Series F shares for the period from and including September 30, 2019 up to, but excluding, December 31, 2019, will be determined by the Corporation and announced by way of a news release on September 3, 2019.

Beneficial owners of Series E shares who wish to exercise their Series E Conversion Privilege should communicate with their broker or other nominee to obtain instructions for exercising such Series E Conversion Privilege during the notice period, which will run from September 3, 2019 until 5:00 p.m. (Toronto time) on September 16, 2019.

The foregoing Series E Conversion Privilege is subject to the following: (i) holders of Series E shares shall not be entitled to convert their Series E shares into Series F shares on the Series E Conversion Date if the Corporation determines that there would remain outstanding on the Series E Conversion Date less than 500,000 Series F shares, after taking into account all Series E shares tendered for conversion into Series F shares, and (ii) alternatively, if the Corporation determines that there would remain outstanding on the Series E Conversion Date less than 500,000 Series E shares after taking into account all Series E shares tendered for conversion into Series F shares, then all, but not part, of the remaining Series E shares shall automatically be converted into Series F shares on the basis of one Series F share for each Series E share on the Series E Conversion Date. In either case, the Corporation will give written notice to that effect to the sole registered holder of the Series E shares at least seven days prior to the Series E Conversion Date.

EFN.PR.E is a FixedReset, 6.40%+472, that was announced 2014-6-2 but not immediately tracked by HIMIPref™ as it was unrated. Coverage commenced in September, 2015 after the company’s preferreds were rated Pfd-3 by DBRS.

I will have more to say once the reset rate is announced on September 3.

Assiduous Reader coolmesh asked on the August 20 post:

I’ve been watching TD.PF.M getting hammered the last four weeks. Good rate, good reset rate and good quality company. Any thoughts on what’s going there?

TD.PF.M is a FixedReset 5.10%+356, NVCC, that commenced trading 2019-6-4 after being announced 2019-5-24. It is tracked by HIMIPref™ and is assigned to the FixedReset (Discount) subindex.

CM.PR.Y is a FixedReset, 5.15%+362, NVCC, that commenced trading 2019-6-4 after announced May 24. It is tracked by HIMIPref™ and is assigned to the FixedReset (Discount) subindex.

June 4 was the last date we saw a new issue start to trade, as the new issue market is currently ‘closed for re-pricing’, we might say. We might normally expect a bank issue or two to be announced once the banks have gotten their 19Q3 earnings announcements out of the way, but given the tone of the market it won’t be surprising if they just give this opportunity a miss. On the other hand, the grossly foreshortened 5-year call-lockout period for FixedResets means that issuers have relatively little at risk in offering so-called perpetual product in times of elevated yields (this has always been a crucial point with this structure) so who knows?

It will be recalled that with respect to the issue-date pricing of TD.PF.M, I concluded:

According to this [Implied Volatility] analysis, the fair price of the new issue is 23.58, down 0.69 from the announcement day fair value of 24.27.

… while the conclusion for CM.PR.Y was:

According to this analysis, the fair price of the new issue is 23.71, down from the announcement day fair-value of 24.85, but alert Assiduous Readers will have noticed that the Implied Volatility plot is very peculiar, having three expensive issues and four cheap ones, with nothing in between.

So let’s update the Implied Volatility Analyses:

Click for Big

Click for Big

According to these analyses, TD.PF.M continues to be very expensive, bid at 23.86 with a fair price of 22.54; the same applies to CM.PR.Y, bid at 23.50 with a fair value of 22.44.

And now we can turn to relative performance for the month-to-date:

Click for Big

So neither TD.PF.M (Spread +356bp, Performance -4.71%) nor CM.PR.Y (+362bp, -5.81%) are too far out of line with either the series for their issuers or with the general “Pfd-2 Group” (which includes Pfd-2(high) and Pfd-2(low) issues). In fact, they’ve done relatively well due to their relatively high Issue Reset Spreads, although correlation is poor.

There are three obvious outliers that are ruining the correlation analysis: CIU.PR.C (+136bp, -1.55%); BAM.PF.J (+310bp, -0.76%); and VNR.PR.A (+281bp, +0.40%); the last of which is inching towards acquisition at par. If we perform the correlation analysis without these three, we find a correlation of 19% – which isn’t bad, given three weeks of chaos – and it is this correlation that is shown on the chart.

So the short answer to the question:

Any thoughts on what’s going there?

is … the market’s blown up and these issues are not immune. Note that both of these recent new issues remain expensive relative to their peers and I expect this premium pricing to decay over the next twelve months or so, which is equivalent to saying that I expect them both to underperform.

Pembina Pipeline Corporation has announced:

that it has entered into agreements pursuant to which it will acquire Kinder Morgan Canada Limited (TSX: KML) (“Kinder Morgan Canada” or “KML”) (the “Corporate Acquisition”) and the U.S. portion of the Cochin Pipeline system (“Cochin US”) from Kinder Morgan, Inc. (“KMI”) (the “Cochin US Acquisition”) for a total purchase price of approximately $4.35 billion (the “Transaction”). The Transaction values Kinder Morgan Canada at approximately $2.3 billion, or $15.02 per share, based on an all-share exchange ratio of 0.3068 of a common share of Pembina per KML security and Pembina’s 30-day volume weighted average price on the date hereof; and Cochin US at approximately $2.05 billion for cash consideration.

Subject to closing of the Transaction, Pembina’s board of directors has also approved a $0.01 per common share, or approximately five percent, increase to its monthly common share dividend rate.

Through the Transaction, Pembina will acquire strategically located assets including the Cochin Pipeline System, the Edmonton storage and terminal business and Vancouver Wharves, a bulk storage and export/import business. Upon closing, the Transaction immediately provides Pembina with well-established business platforms and substantial opportunities for growth.
…
Under the terms of the arrangement agreement governing the Corporate Acquisition, Pembina will acquire all of the issued and outstanding restricted voting shares (the “Restricted Voting Shares”) and special voting shares (the “Special Voting Shares”) of Kinder Morgan Canada and all of the class B units (the “Class B Units”) of Kinder Morgan Canada Limited Partnership by way of a plan of arrangement under the Business Corporations Act (Alberta). Pembina is offering to acquire each of the outstanding Restricted Voting Shares and each Class B Unit in exchange for 0.3068 of a common share of Pembina, which represents a 32 percent premium, based on Pembina and Kinder Morgan Canada’s 30-day volume weighted average prices of $48.96 and $11.37, respectively, on the date hereof. The Corporate Acquisition is valued at approximately $2.3 billion including the assumption of Kinder Morgan Canada’s preferred shares and outstanding net debt.

The Corporate Acquisition is subject to approval of: (a) at least 66 2/3 percent of holders of Restricted Voting Shares and Special Voting Shares, voting together as a single class; and (b) a majority of holders of Restricted Voting Shares, in each case present in person or by proxy at a special meeting of the holders of Restricted Voting Shares and Special Voting Shares to be called to consider the Corporate Acquisition, approval of the Court of Queen’s Bench of Alberta, certain regulatory approvals in Canada, and other customary conditions.

KMI, who holds all of the Special Voting Shares (an approximate 70 percent of the voting rights of KML) and a corresponding 70 percent economic interest in Kinder Morgan Canada’s business and assets (by way of its ownership of all the Class B Units), has entered into a support agreement pursuant to which it has agreed to vote its Special Voting Shares in favor of the Corporate Acquisition. The Corporate Acquisition is also subject to clearance under the Competition Act (Canada) and the Canada Transportation Act.

The Corporate Acquisition is valued at approximately $2.3 billion including the assumption of Kinder Morgan Canada’s preferred shares and outstanding net debt. is the crucial phrase for preferred shareholders. There is no huge change in credit quality – KML was downgraded to Pfd-3 by DBRS in March, 2019, while PPL was confirmed at Pfd-3 in April, 2019. Meanwhile, S&P shows both KML and PPL at P-3(high).

The press release does not specify that preferred shareholders will be voting on this arrangement; I have checked with and been told:

The transaction requires 2 votes: (1) a favorable 66 2/3 vote by KML common shareholders in total (KMI will vote its shares in support of the transaction) and (2) a majority approval from holders of the restricted voting shares. So no, the pref holders will not be voting.

I confess I’m a little surprised by this. It may be because this is a plan of arrangement under the Business Corporations Act (Alberta) and we more often see a plan of arrangement under the Canada Business Corporations Act.

Following receipt of the eMail above, I received another one:

There will be a vote of preferred shareholders on whether or not they wish to convert the pref shares to PPL pref shares (under the same terms) if not they will remain as is (KML pref shares under the same terms).

Should you have any further question please reach out.

Thanks,

DBRS comments:

DBRS views the proposed Transaction as having a modestly positive impact on Pembina’s business risk profile,
…
Based on the current proposed financing plan, DBRS expects a modestly negative impact on Pembina’s credit metrics because of the issuance of incremental debt of approximately $2.05 billion for the Transaction. Although Pembina’s credit metrics are expected to weaken, the impact is modest and would not affect the current ratings. Pembina’s financial profile remained strong in 2018 and during the LTM 2019 with solid liquidity and strong credit metrics. For the LTM 2019, the cash flow-to-debt ratio was approximately 26%, EBIT interest coverage was approximately 6.65 times, and debt-to-capital (adjusted for the debt treatment of preferred shares) was under 40%. DBRS has done a pro forma assessment on the impact of the $2.05 billion acquisition debt on the three above-mentioned metrics and is satisfied that these metrics would still solidly support the BBB ratings.

Affected issues are KML.PR.A and KML.PR.C. Both issues were up smartly on the day; KML.PR.A up $0.68 to 22.35 (close/close) and KML.PR.C up $0.80 to 22.25 (close/close).

KML.PR.A is a FixedReset 5.25%+365M525 that commenced trading 2017-8-15 after being announced 2017-8-3. It is tracked by HIMIPref™ but relegated to the Scraps-FixedReset Discount subindex on credit concerns.

KML.PR.C is a FixedReset, 5.20%+351M520, that commenced trading 2017-12-15 after being announced 2017-12-6. It is tracked by HIMIPref™ but relegated to the Scraps-FixedReset Discount subindex on credit concerns.

Update, 2019-08-22: KML.PR.A & KML.PR.C On Review-Developing by DBRS until additional information becomes available with respect to Pembina’s intention for the Preferred Shares and the proposed capital structure at KMU post completion of the Acquisition.

DBRS has announced:

DBRS Limited (DBRS) placed the following ratings Under Review with Developing Implications:

— Kinder Morgan Canada Limited (KML), Preferred Shares – Cumulative (the Preferred Shares) rating of Pfd-3
— Kinder Morgan Cochin ULC (KMU), Issuer Rating of BBB

…
KMU’s Issuer Rating is based on its strong financial profile and expectation that leverage will remain reasonable for the current rating. The Preferred Shares rating of KML, which owns 30% of KMU and holds no other material assets, is based on the strength of KMU, the structural support in place for the benefit of the holders of the Preferred Shares (please see DBRS’s report on Kinder Morgan Canada Limited and Kinder Morgan Cochin ULC, dated March 25, 2019, for details) and the expectation that no debt will be issued by KML. DBRS expects to resolve the Under Review status once additional information becomes available with respect to Pembina’s intention for the Preferred Shares and the proposed capital structure at KMU post completion of the Acquisition.

This follows yesterday’s news that PPL To Acquire KML Under Proposed Plan of Arrangement.

KML.PR.A is a FixedReset 5.25%+365M525 that commenced trading 2017-8-15 after being announced 2017-8-3. It is tracked by HIMIPref™ but relegated to the Scraps-FixedReset Discount subindex on credit concerns.

KML.PR.C is a FixedReset, 5.20%+351M520, that commenced trading 2017-12-15 after being announced 2017-12-6. It is tracked by HIMIPref™ but relegated to the Scraps-FixedReset Discount subindex on credit concerns.

Strathbridge Asset Management Inc. has announced:

Premium Income Corporation (the “Fund”) is pleased to announce that it is undertaking an overnight treasury offering of Preferred Shares and Class A Shares.

The sales period for the overnight offering will end at 9:00 am EST tomorrow, August 21, 2019. The offering is expected to close on or about August 28, 2019 and is subject to certain conditions including approval by the Toronto Stock Exchange (“TSX”). The Preferred Shares will be offered at an indicative price of $14.70 per Preferred Share to yield 5.97% and the Class A Shares will be offered at an indicative price of $6.10 per Class A Share to yield 13.3%. The trading price on the TSX for the Preferred Shares and Class A Shares as at 2:30 pm EST on August 20, 2019 was $14.70 and $6.27, respectively.

Since the inception of the Fund, the aggregate dividends declared on the Preferred Shares have been $19.83 per share and the aggregate dividends declared on the Class A Shares have been $25.21 per share, for a combined total of $45.04 per unit.

The Fund invests in a portfolio consisting principally of common shares of Bank of Montreal, The Bank of Nova Scotia, Canadian Imperial Bank of Commerce, National Bank of Canada, Royal Bank of Canada and The Toronto-Dominion Bank. To generate additional returns above the dividend income earned on the Fund’s portfolio, the Fund will selectively write covered call and put options in respect of some or all of the common shares in the Fund’s portfolio. The manager and investment manager of the Fund is Strathbridge Asset Management Inc.

The Preferred Shares pay fixed cumulative preferential quarterly cash distributions in the amount of $0.215625 ($0.8625 per annum) per Preferred Share representing a yield of 5.75% on the original issue price of $15.00. The Class A Shares currently pay quarterly distributions in the amount $0.20319 ($0.81276 per annum) per Class A Share.

The syndicate of agents for the offering is being co-led by RBC Capital Markets, CIBC Capital Markets, National Bank Financial Inc. and Scotiabank.

For further information, please contact Investor Relations at 416.681.3966, toll free at 1.800.725.7172, email at info@strathbridge.com or visit www.strathbridge.com

John Germain, Senior VP & CFO

So they’re offering Whole Units at an “indicative” price (I don’t know what that means) of 20.80, whereas the NAVPU on August 19 was 19.41. A premium of 7.2% is good business!

They last got bigger about ten weeks ago.

Update, 2019-09-15: They raised $27.8-million:

Premium Income Corporation (the “Fund”) is pleased to announce that it has completed the previously announced treasury offering of 1,335,100 Preferred Shares and 1,335,100 Class A Shares for gross proceeds of approximately $27.77 million. The Preferred and Class A Shares will continue to trade on the Toronto Stock Exchange under the existing symbols PIC.PR.A (Preferred Shares) and PIC.A (Class A Shares).

Brookfield Asset Management Inc. has announced:

it has received approval from the Toronto Stock Exchange (“TSX”) for its proposed normal course issuer bid to purchase up to 10% of the public float of each series of the company’s outstanding Class A Preference Shares that are listed on the TSX (the “Preferred Shares”). Purchases under the bid will be made through the facilities of the TSX and/or alternative Canadian trading systems. The period of the normal course issuer bid will extend from August 20, 2019 to August 19, 2020, or an earlier date should Brookfield complete its purchases. Brookfield will pay the market price at the time of acquisition for any Preferred Shares purchased. All Preferred Shares acquired by Brookfield under this bid will be cancelled.

Under the normal course issuer bid, Brookfield is authorized to repurchase each respective series of the Preferred Shares as follows:

Series	Ticker	Issued and outstanding shares1	Public float1	Average daily trading volume2	Maximum number of shares subject to Purchase
					Total	Daily
Series 2	BAM.PR.B	10,457,685	10,220,175	6,171	1,022,017	1,542
Series 4	BAM.PR.C	3,995,910	3,983,910	3,339	398,391	1,000
Series 8	BAM.PR.E	2,476,185	2,475,185	928	247,518	1,000
Series 9	BAM.PR.G	5,515,981	2,022,881	691	202,288	1,000
Series 13	BAM.PR.K	9,640,096	8,792,596	12,049	879,259	3,012
Series 17	BAM.PR.M	7,840,204	7,840,204	2,913	784,020	1,000
Series 18	BAM.PR.N	7,866,749	7,681,088	3,555	768,108	1,000
Series 24	BAM.PR.R	9,282,910	9,281,610	6,314	928,161	1,578
Series 25	BAM.PR.S	1,529,133	1,529,133	976	152,913	1,000
Series 26	BAM.PR.T	9,774,812	9,774,012	7,764	977,401	1,941
Series 28	BAM.PR.X	9,241,457	9,237,347	10,008	923,734	2,502
Series 30	BAM.PR.Z	9,790,374	9,790,274	9,037	979,027	2,259
Series 32	BAM.PF.A	11,754,099	11,754,099	11,858	1,175,409	2,964
Series 34	BAM.PF.B	9,879,277	9,879,277	8,901	987,927	2,225
Series 36	BAM.PF.C	7,842,909	7,842,909	4,384	784,290	1,096
Series 37	BAM.PF.D	7,830,091	7,830,091	3,488	783,009	1,000
Series 38	BAM.PF.E	7,914,556	7,908,396	5,742	790,839	1,435
Series 40	BAM.PF.F	11,848,165	11,845,195	10,856	1,184,519	2,714
Series 42	BAM.PF.G	11,899,900	11,890,300	7,938	1,189,030	1,984
Series 44	BAM.PF.H	9,831,929	9,831,929	8,357	983,192	2,089
Series 46	BAM.PF.I	11,740,797	11,740,797	15,201	1,174,079	3,800
Series 48	BAM.PF.J	11,885,972	11,885,972	9,161	1,188,597	2,290
1. Calculated as at August 6, 2019. 2. Calculated for the six months prior to July 31, 2019. 3. In accordance with TSX rules, any daily repurchases with respect to: (i) the Series 4, Series 8, Series 9, Series 17, Series 18, Series 25 and Series 36 Preferred Shares will be limited to 1,000 shares of the respective series and (ii) each of the other series of Preferred Shares (excluding the Series 4, Series 8, Series 9, Series 17, Series 25 and Series 36 Preferred Shares) will be limited to 25% of the average daily trading volume on the TSX of the respective series.

As of August 6, 2019, under its current normal course issuer bid that commenced on August 20, 2018 and will expire on August 19, 2019, and which the company sought and received approval from the TSX, Brookfield purchased Preferred Shares as follows

Series	Number of shares purchased	Maximum number of shares subject to purchase	Weighted average price paid per purchased share (C$)
Series 2	7,415	1,022,759	13.79
Series 4	4,090	398,800	13.68
Series 8	3,400	247,858	19.54
Series 9	3,134	202,601	18.92
Series 13	7,604	880,020	13.85
Series 17	110,552	795,075	20.45
Series 18	99,409	778,049	20.42
Series 24	112,640	939,425	18.38
Series 25	4,000	153,313	16.96
Series 26	129,336	990,334	18.30
Series 28	122,040	935,938	16.69
Series 30	143,776	993,405	22.68
Series 32	228,469	1,198,256	23.02
Series 34	98,612	997,788	21.09
Series 36	106,115	794,902	20.90
Series 37	118,992	794,908	21.21
Series 38	91,604	800,000	20.40
Series 40	154,805	1,200,000	21.80
Series 42	109,700	1,200,000	21.50
Series 44	113,260	994,518	25.71
Series 46	154,993	1,189,579	25.44
Series 48	114,028	1,200,000	24.44

Brookfield is renewing its normal course issuer bid because it believes that, from time to time, the Preferred Shares may trade in price ranges that do not fully reflect their value. Brookfield believes that, in such circumstances, acquiring the Preferred Shares represents an attractive and desirable use of its available funds.

Brookfield will enter into an automatic purchase plan on or about the week of September 23, 2019 in relation to the normal course issuer bid. The automatic purchase plan will allow for the purchase of Preferred Shares, subject to certain trading parameters, at times when Brookfield ordinarily would not be active in the market due to its own internal trading black-out period, insider trading rules or otherwise. Outside of these periods, Preferred Shares will be repurchased in accordance with management’s discretion and in compliance with applicable law.

Brookfield Asset Management Inc. is a leading global alternative asset manager with over $385 billion in assets under management. The company has more than a 120-year history of owning and operating assets with a focus on real estate, renewable power, infrastructure and private equity. Brookfield offers a range of public and private investment products and services, and is co-listed on the New York, Toronto and Euronext stock exchanges under the symbol BAM, BAM.A and BAMA, respectively.

For more information, please visit our website at www.brookfield.com or contact:

Claire Holland
Communications & Media
Tel: (416) 369-8236
Email: claire.holland@brookfield.com

Linda Northwood
Investor Relations
Tel: (416) 359-8647
Email: linda.northwood@brookfield.com

This is significant because Brookfield spent just under $44-million over the year. So, OK, $44-million isn’t going to turn the market around. Its effect can be cancelled simply by the exercise of a greenshoe option on a normal-sized new issue. But monny a mickle maks a muckle, as we say in Glasgow, or would say if we ever went there, and since the average price paid per share is a hair under $21.50, that’s a profit on cancellation of $3.50 per share, or a total of a little over $7-million, which is always a nice thing to have.

I note that last year’s NCIB release stated:

Under its current normal course issuer bid that commenced on August 18, 2017 and expired on August 17, 2018, under which Company sought and received approval from the TSX, Brookfield purchased 34,986 Series 28 Preferred Shares, 2,587 Series 30 Preferred Shares, 30,625 Series 44 Preferred Shares and 104,210 Series 46 Preferred Shares at weighted average prices of C$17.59, C$24.50, C$26.31 and C$26.14 per Preferred Share, respectively. No other Preferred Shares were purchased by Brookfield under the normal course issuer bid.

I mentioned their 2015-2016 NCIB on August 12, 2015 – the final effects of that were much smaller:

Under its current normal course issuer bid that commenced on August 12, 2015 and expired on August 11, 2016, Brookfield purchased 1,000 Series 9 Preferred Shares, 72,617 Series 24 Preferred Shares, 96,652 Series 26 Preferred Shares, 5,627 Series 28 Preferred Shares, 49,548 Series 30 Preferred Shares, 17,432 Series 32 Preferred Shares and 22,111 Series 34 Preferred Shares at weighted average prices of C$15.19, C$15.22, C$15.27, C$14.19, C$18.86, C$18.63 and C$17.77 per Preferred Share, respectively. No other Preferred Shares were purchased by Brookfield under the normal course issuer bid.

I like to see these buy-backs – they show that the company is not worried about being able to find cheaper financing elsewhere and also shows that the Treasury department is watching for opportunities. It’s always nice to see that somebody’s really thinking about what they’re doing – it’s sometimes a little dubious.

Thanks to Assiduous Reader mbarbon for bringing this to my attention.