Category: New Issues

New Issues

New Issue: BN FixedReset, 5.65%+280M565

Brookfield Corporation has announced:

that it has agreed to issue 8,000,000 Class A Preference Shares, Series 54 (“Preferred Shares, Series 54”) on a bought deal basis to a syndicate of underwriters (the “Underwriters”) led by Scotiabank, BMO Capital Markets, CIBC Capital Markets, National Bank Financial Inc., RBC Capital Markets and TD Securities Inc. for distribution to the public. The Preferred Shares, Series 54 will be issued at a price of C$25.00 per share, for aggregate gross proceeds of C$200,000,000 (the “Offering”). Holders of the Preferred Shares, Series 54 will be entitled to receive a cumulative quarterly fixed dividend yielding 5.65% annually for the initial period ending December 31, 2030. Thereafter, the dividend rate will be reset every five years at a rate equal to the greater of: (i) the 5-year Government of Canada bond yield plus 2.80% and (ii) 5.65%.

In connection with the Offering, Brookfield has granted the Underwriters an option, exercisable until 48 hours prior to closing, to purchase up to an additional 2,000,000 Preferred Shares, Series 54 which, if exercised, would increase the gross offering size to C$250,000,000. The Preferred Shares, Series 54 will be offered in all provinces of Canada by way of a supplement (the “Prospectus Supplement”) to Brookfield’s existing short form base shelf prospectus dated May 31, 2024 (the “Base Shelf Prospectus”). The Preferred Shares, Series 54 may not be offered or sold in the United States or to U.S. persons absent registration or an applicable exemption from the registration requirements under the U.S. Securities Act.

The Offering is expected to close on or about November 26, 2025.

Proceeds will be used to redeem BN.PF.H, either in whole or in part; this is discussed in the dedicated post BN.PF.H To Be (Partly?) Redeemed.

The initial dividend (it could reasonably be either a long or short first coupon) has not yet been specified.

It’s a pity that this issue comes with (an expensive!) minimum reset guarantee. This may indicate that these awful things have become standard.

Expensive? Have a look at the Implied Volatility for FixedResets chart:

Implied Volatility Theory, as it currently stands, assigns no value to the minimum rate guarantee. Whatever one’s views might be regarding the value of a guarantee that dividends will be based on a minimum basis level of 1% (as a substitute for GOC-5, if it is higher), it is clear that a guarantee of 2.85% is much more meaningful … so, until I figure out some way of estimating that value, we’ll all have to guess!

However, one can see at a glance that at market prices (assigning a 25.00 market value to the new issue) the rate guarantee costs about 35bp of yield when compared to the average for the BN FixedResets, and more like 85bp of yield when compared to the cheap ones, BN.PR.R and BN.PR.T. That’s a lot!

S&P has announced:

S&P Global Ratings today assigned its ‘BBB/P-2′ issue rating to Brookfield Corp.’s proposed class A preferred shares, series 54. We expect that the issuance size will be up to C$250 million, inclusive of a C$50 million underwriters’ option.

Brookfield intends to use the proceeds to redeem a minimum of C$200 million of its outstanding class A preference shares, series 44 for cash on Dec. 31, 2025. If the underwriters’ option is exercised in full, Brookfield intends to redeem all of the series 44 preference shares.

The proposed series 54 preference shares have a five-year noncall, and together with Brookfield’s existing hybrids, they make up less than 15% of total capitalization. We assigned intermediate (50%) equity credit to this issuance. In our calculation of Brookfield’s key ratios, we will treat half of the issued amount as debt and half as equity, and half of the interest as interest expense and half as dividends.

Pro forma for the proposed issuance, we estimate that Brookfield’s weighted (20% for 2024, 40% for 2025, and 40% for 2026) net debt to EBITDA will be approximately 2.2x, within our expected range of 2.0x-3.0x and with a solid cushion to our downside threshold of 3.5x.

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

Update, 2025-11-26: The issue has settled, with the ticker BN.PF.M, as noted by Assiduous Reader Brian in the comments.

The prospectus supplement can be found on Sedar+ by searching for “Brookfield Corporation / Brookfield Corporation (000007472)
Prospectus (non pricing) supplement (other than ATM) – English.pdf
21 Nov 2025 18:11 ESTNovember 21 2025 at 18:11:31 Eastern Standard Time
Ontario
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I am not permitted to link directly to this public document, as the Canadian Securities Administrators want to help their future employers at the Toronto Stock Exchange with its profits by restricting access as much as might be plausibly justified.

Anyway, the immediately important information in this document is:

  • The initial dividend will (presumably) be payable 2026-3-31 at 0.4837. A long first coupon can occasionally lead to trading opportunities!
  • The first Exchange Date (which, by my definition, is the first date that a reset rate becomes effective) is 2031-1-1
New Issues

New Issue: POW Straight Perpetual, 5.65%

Power Corporation of Canada has announced:

that it has agreed to issue 6,000,000 Non-Cumulative First Preferred Shares, Series I in the capital of the Corporation (the “Series I Shares”) on a bought deal basis, for gross proceeds of $150 million. The Series I Shares will be priced at $25.00 per share (the “Issue Price”) and will carry an annual dividend yield of 5.65%. Closing is expected on or about November 20, 2025. The issue will be underwritten by a syndicate of underwriters led by BMO Capital Markets, RBC Capital Markets and Scotiabank.

Power Corporation has granted the underwriters an option, exercisable up to 48 hours prior to closing, to purchase up to an additional 2,000,000 Preferred Shares ($50 million) at the Issue Price. Should the underwriters’ option be exercised fully, the total gross proceeds of the offering will be $200 million.

The net proceeds of this offering will be used by Power Corporation for general corporate purposes.

The Series I Shares will be offered in each of the provinces and territories of Canada by way of a prospectus supplement (the “Prospectus Supplement”) to the short form base shelf prospectus (the “Shelf Prospectus”) of the Company dated November 19, 2024.

Access to the Prospectus Supplement, the Shelf Prospectus and any amendments to the documents is provided in accordance with securities legislation relating to procedures for providing access to a prospectus supplement, a base shelf prospectus and any amendment. The Shelf Prospectus is, and the Prospectus Supplement will be (within two business days of the date hereof), accessible on SEDAR+ at www.sedarplus.ca. An electronic or paper copy of the Prospectus Supplement, the Shelf Prospectus and any amendment to the documents may be obtained, without charge, from any of the joint bookrunners by contacting BMO Capital Markets by email at torbramwarehouse@datagroup.ca, RBC Capital Markets by email at Distribution.RBCDS@rbccm.com, and Scotiabank by email at equityprospectus@scotiabank.com, and by providing the contact with an email address or address, as applicable. The Shelf Prospectus and Prospectus Supplement contain important, detailed information about Power Corporation and the proposed offering of Series I Shares. Prospective investors should read the Shelf Prospectus and Prospectus Supplement (when filed) before making an investment decision.

The press release is on SEDARPlus, but not the Prospectus Supplement. The existence or lack of a nice long redemption lock-out period is of interest! Also, I need to know the precise amount of the first dividend.

I am gratified to see that the new issue is fairly priced according to Implied Volatility theory – and that’s without accounting for the redemption lock-out, assuming it exists:

The annual dividend rate is 1.4125.

Update, 2025-11-20: The prospectus is now on SEDAR+, but of course I am not allowed to link to this public document directly because the staff at the Canadian Securities Administrators want to preserve profits for their friends and future employers at the Toronto Stock Exchange. You can find it by searching for “Power Corporation of Canada / Power Corporation du Canada (000001575)
Prospectus (non pricing) supplement (other than ATM) – English.pdf
17 Nov 2025 12:29 ESTNovember 17 2025 at 12:29:25 Eastern Standard Time
Québec
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It’s a long first dividend, payable 2026-4-15, for $0.565. The par call is 2035-1-15.

New Issues

New Issue: CU Straight Perpetual, 5.60%

Canadian Utilities Limited has announced:

it has entered into an agreement with a syndicate of underwriters co-led by BMO Capital Markets and RBC Capital Markets, and including TD Securities Inc., Scotiabank, CIBC Capital Markets, National Bank Financial Inc. and ATB Capital Markets. The underwriters have agreed to buy 7,000,000 5.60% Cumulative Redeemable Second Preferred Shares Series JJ at a price of $25.00 per share for aggregate gross proceeds of $175,000,000. The proceeds will be used for capital expenditures and for other general corporate purposes.

Canadian Utilities has granted the Underwriters an option, exercisable, in whole or in part, at any time until and including 30 days following the closing of the offering, to purchase, at the offering price, an additional 1,050,000 Series JJ Preferred Shares, to cover over-allotments, if any. Should the over-allotment option be fully exercised, the total gross proceeds of the Series JJ Preferred Share offering will be $201,250,000.

The Series JJ Preferred Shares will be issued to the public at a price of $25.00 per share and holders will be entitled to receive fixed cumulative preferential cash dividends, payable quarterly, as and when declared by the Board of Directors of the Corporation, at an annual rate of $1.40 per share, to yield 5.60% annually. On or after March 1, 2031, the Corporation may redeem the Series JJ Preferred Shares in whole or in part from time to time, at $26.00 per share if redeemed during the 12 months commencing March 1, 2031, at $25.75 per share if redeemed during the 12 months commencing March 1, 2032, at $25.50 per share if redeemed during the 12 months commencing March 1, 2033, at $25.25 per share if redeemed during the 12 months commencing March 1, 2034, and at $25.00 per share if redeemed on or after March 1, 2035, in each case together with all accrued and unpaid dividends up to, but excluding, the date fixed for redemption.

The offering is being made in all of the provinces of Canada by means of a short form prospectus. The closing date of the offering is expected to be on or about November 27, 2025.

The issue looks fairly priced according to Implied Volatility Theory:

Thanks to Assiduous Reader skeptical111 for bringing this to my attention!

Update 2025-11-27 The prospectus is available on SEDAR+, but I am not permitted to link to this public document because this might hurt profits of the regulators’ future employers. Search for:
Canadian Utilities Limited / Canadian Utilities Limited (000005556)
Final short form prospectus – English.pdf
25 Nov 2025 13:33 ESTNovember 25 2025 at 13:33:59 Eastern Standard Time
Alberta
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Redemption provisions are:

The Series JJ Preferred Shares will not be redeemable prior to March 1, 2031. On or after March 1, 2031, the Corporation may, on not less than 30 nor more than 60 days’ notice, redeem the Series JJ Preferred Shares in whole or in part, at the Corporation’s option, by the payment in cash of $26.00 per Series JJ Preferred Share if redeemed on or after March 1, 2031 and prior to March 1, 2032, at $25.75 per Series JJ Preferred Share if redeemed on or after March 1, 2032 and prior to March 1, 2033, at $25.50 per Series JJ Preferred Share if redeemed on or after March 1, 2033 and prior to March 1, 2034, at $25.25 per Series JJ Preferred Share if redeemed on or after March 1, 2034 and prior to March 1, 2035 and at $25.00 per Series JJ Preferred Share if redeemed on or after March 1, 2035, in each case together with all accrued and unpaid dividends up to but excluding the date fixed for redemption. See “Details of the Offering”.

and:

Assuming an issue date of November 27, 2025 the initial dividend, if declared, will be payable on March 1, 2026 and will be $0.36055 per Series JJ Preferred Share.

New Issues

New Issue: IFC Straight Perpetual, 5.50%

Intact Financial Corporation has announced:

that it has entered into an agreement with a syndicate of underwriters led by BMO Capital Markets and National Bank Capital Markets pursuant to which the underwriters have agreed to purchase, on a bought deal basis, 6,000,000 Non-Cumulative Class A Shares, Series 13 (the “Series 13 Shares”) from Intact for sale to the public at a price of $25.00 per Series 13 Share (the “Offering Price”), representing aggregate gross proceeds of $150 million (the “Offering”).

The Series 13 Shares will yield 5.50% per annum, payable quarterly, as and when declared by the Board of Directors of the Company. The Series 13 Shares will not be redeemable prior to December 31, 2030. On and after December 31, 2030, Intact may, on not less than 30 nor more than 60 days’ notice, redeem for cash the Series 13 Shares in whole or in part, at Intact’s option, at $26.00 per Series 13 Share if redeemed on or after December 31, 2030 and prior to December 31, 2031, $25.75 per Series 13 Share if redeemed on or after December 31, 2031 and prior to December 31, 2032, $25.50 per Series 13 Share if redeemed on or after December 31, 2032 and prior to December 31, 2033, $25.25 per Series 13 Share if redeemed on or after December 31, 2033 and prior to December 31, 2034 and $25.00 per Series 13 Share if redeemed on or after December 31, 2034, in each case together with all declared and unpaid dividends on such Series 13 Shares up to but excluding the date of redemption.

The Offering is expected to close on November 12, 2025. The net proceeds are expected to be used by Intact for general corporate purposes.

The issue appears to be fairly priced in accordance with Implied Volatility Theory [IVT], with a Theoretical Price of 25.05. However, IVT makes no allowance for the redemption lockout period, so I’d say this issue is cheap relative to other IFC Straights.

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

Update, 2025-12-5: I am not permitted to link to the prospectus for this issue, as the Canadian Securities Administrators forbid such a use of this information on SEDAR+. So you’ll have to do a search for: “Intact Financial Corporation / Intact Corporation financière (000021370) Prospectus (non pricing) supplement (other than ATM) – English.pdf 07 Nov 2025 16:28 ESTNovember 07 2025 at 16:28:25 Eastern Standard Time Ontario 277 KB”

The initial dividend covering the period from issuance to March 31, 2026, if declared, will be payable on March 31, 2026 and will be $0.5236 per Series 13 Preferred Share, based on an anticipated closing date of November 12, 2025.

Share if redeemed prior to December 31, 2031, of $25.75 per Series 13 Preferred Share if redeemed on or after December 31, 2031 but prior to December 31, 2032, of $25.50 per Series 13 Preferred Share if redeemed on or after December 31, 2032 but prior to December 31, 2033, of $25.25 per Series 13 Preferred Share if redeemed on or after December 31, 2033 but prior to December 31, 2034, and of $25.00 per Series 13 Preferred Share if redeemed on or after December 31, 2034, in each case together with an amount equal to all declared and unpaid dividends thereon up to but excluding the date fixed for redemption (less any tax required to be deducted and withheld by IFC)

New Issues

New Issue: PVS 7-year, USD, 5.25%

Partners Value Split Corp. has announced:

that it has entered into an agreement to sell 4,000,000 Class AA Preferred Shares, Series 17 (the “Series 17 Preferred Shares”) to a syndicate of underwriters led by Scotiabank, BMO Capital Markets, CIBC Capital Markets, RBC Capital Markets and TD Securities Inc. on a bought deal basis.

The Series 17 Preferred Shares will be issued at a price of US$25.00 per share, for gross proceeds of US$100,000,000. The Series 17 Preferred Shares will carry a fixed coupon of 5.25% and will have a final maturity of January 31, 2033. The Series 17 Preferred Shares have a provisional rating of Pfd-2 from DBRS Limited. The net proceeds of the offering will be used by the Company to make distributions to the holder of the Company’s capital shares.

The Company has granted the underwriters an option, exercisable in whole or part prior to closing, to purchase up to an additional 1,000,000 Series 17 Preferred Shares at the same offering price, which, if exercised in full, would increase the gross offering size to US$125,000,000. Closing of the offering is expected to occur on or about November 13, 2025.

The Company owns a portfolio consisting of approximately 179 million Class A Limited Voting Shares of Brookfield Corporation and approximately 25 million Class A Limited Voting Shares of Brookfield Asset Management Ltd. (collectively, the “Brookfield Securities”), which are expected to yield quarterly dividends that are sufficient to fund quarterly fixed cumulative preferential dividends for the holders of the Company’s preferred shares and to enable the holders of the Company’s capital shares to participate in any capital appreciation of the Brookfield Securities.

This issue will not be tracked by HIMIPref™ since it’s US-Pay.

DBRS has announced that it:

assigned a provisional credit rating of (P) Pfd-2 to the Class AA Preferred Shares, Series 17 (the Series 17 Preferred Shares) to be issued by Partners Value Split Corp. (the Company). The Series 17 Preferred Shares will rank pari passu with the existing Class AA Preferred Shares, Series 10; the Class AA Preferred Shares, Series 12; the Class AA Preferred Shares, Series 13; the Class AA Preferred Shares, Series 14; the Class AA Preferred Shares, Series 15; and the Class AA Preferred Shares, Series 16 (collectively, the Class AA Preferred Shares).

The Series 17 Preferred Shares will be entitled to a fixed quarterly cumulative preferential dividend of [$] per share to yield [%] per annum on the issue price of USD 25.00. The maturity date for the Series 17 Preferred Shares will be January 31, 2033. Prior to the issuance of the Series 17 Preferred Shares, the Company will subdivide the existing Capital Shares, so that after the closing of the offering, the aggregate number of preferred shares (Class AA Preferred Shares and Junior Preferred Shares) outstanding and the aggregate number of Capital Shares outstanding will be equal.

Each series of Class AA Preferred Shares ranks pari passu with all other Class AA Preferred Shares and senior to the following:
— the Class AAA Preferred Shares,
— the Junior Preferred Shares, which currently consists of the Junior Preferred Shares, Series 5; and
— the Capital Shares, with respect to payment of dividends and repayment of principal.

There are currently no Class AAA Preferred Shares outstanding. The Junior Preferred Shareholders are entitled to receive quarterly noncumulative cash distributions at an annual rate of 5% when declared by the board of directors. There is $150 million worth of Junior Preferred Shares currently outstanding. The Company’s Capital Shareholders will only receive excess dividend income after interest on the debentures, Class AA Preferred Share distributions, Junior Preferred Share distributions, and other Company expenses have been paid, provided that the net asset value (NAV) per unit (one unit comprises one Capital Share and either one Class AA Preferred Share or one Junior Preferred Share) exceeds $36.00.

Any capital appreciation of the Brookfield Shares will benefit the Capital Shareholders, which rank junior to all preferred shares of any class or series.

Following the issuance of the Series 17 Preferred Shares, the downside protection available to the Class AA Preferred Shares is expected to be approximately 91.8%, and the dividend coverage ratio is expected to be higher than 1.0 time (x; based on the Canadian dollar and U.S. dollar exchange rate as of October 30, 2025). If the underwriters’ overallotment option is exercised, the downside protection is expected to be 91.5% and the dividend coverage is expected to remain higher than 1.0x. Because of the excess-only nature of both Junior Preferred Shares and Capital Share dividends, there is no grind on the Portfolio.

As the Brookfield Shares receive dividends in U.S. dollars, the Company is exposed to foreign currency risk relating to the Canadian-U.S. exchange rate, specifically the appreciation of the Canadian dollar versus the U.S. dollar. This may have a negative impact on the dividend coverage ratio of the Class AA Preferred Shares as these dividends (except for the dividends on the Series 16 Preferred Shares and the Series 17 Preferred Shares) are paid in Canadian dollars. In the event of a shortfall, the Company may sell some of the Portfolio’s securities, engage in security lending, or write covered call options to generate sufficient income to satisfy its obligations to pay the Class AA Preferred Shares’ dividends. If the Company chooses to lend its holdings, the Portfolio would be exposed to potential losses in the event that the borrower defaults on its obligations to return the borrowed securities. The Class AA Preferred Shares, excluding the Series 16 Preferred Shares and the Series 17 Preferred Shares, are exposed to currency risk for the return of their principal at maturity. However, this risk is mitigated by the current level of downside protection of 91.8%.

The main constraints to the credit rating are the following:
— The downside protection available to the Class AA Preferred Shareholders depends solely on the market value of the Brookfield Shares held in the Portfolio, which will fluctuate over time.
— There is a lack of diversification, as the Portfolio is entirely made up of Brookfield Shares.
— Changes in the dividend policy of Brookfield Corporation and BAM may result in reductions in the Class AA Preferred Shares’ dividend coverage.
— As the Brookfield Shares receive dividends in U.S. dollars, the Company is exposed to foreign currency risk relating to the Canadian-U.S. exchange rate, specifically the appreciation of the Canadian dollar versus the U.S. dollar. This may have a negative impact on the dividend coverage ratio of the Class AA Preferred Shares as these dividends (except for the dividends on the Series 16 Preferred Shares and the Series 17 Preferred Shares) are paid in Canadian dollars.
— The Class AA Preferred Shares, excluding the Series 16 Preferred Shares and the Series 17 Preferred Shares, are exposed to currency risk for the return of their principal at maturity. However, this risk is mitigated by the current level of downside protection of 91.8%.

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

Update, 2025-11-13: DBRS has finalized its credit rating at Pfd-2.

New Issues

New Issue: GWO Straight Perpetual, 5.70%

Great-West Lifeco Inc. has announced:

that it has entered into an agreement with a syndicate of underwriters led by BMO Capital Markets, RBC Capital Markets, and Scotiabank pursuant to which the underwriters have agreed to purchase, on a bought deal basis, 6,000,000 Non-Cumulative First Preferred Shares, Series Z (the “Series Z Shares”) from Lifeco for sale to the public at a price of C$25.00 per Series Z Share (the “Issue Price”), representing aggregate gross proceeds of C$150 million. The Series Z Shares will yield 5.70% per annum, payable quarterly, as and when declared by the Lifeco Board of Directors.

Lifeco has also granted the underwriters an option, exercisable up to 48 hours prior to closing, to purchase up to an additional 2,000,000 Series Z Shares (C$50 million) at the Issue Price. Should the underwriters’ option be exercised in full, the total gross proceeds of the offering will be C$200 million.

The net proceeds of the offering will be used for general corporate purposes. The offering is expected to close on or about September 24, 2025 and is subject to customary closing conditions.

There is also a note that:

THE BASE SHELF PROSPECTUS IS ACCESSIBLE, AND THE SHELF PROSPECTUS SUPPLEMENT FOR THE PUBLIC OFFERING AND ANY AMENDMENT TO THE DOCUMENTS WILL BE ACCESSIBLE, WITHIN TWO BUSINESS DAYS, THROUGH SEDAR+

Update, 2025-9-19: The prospectus is available on sedarplus if you search for:
Great-West Lifeco Inc. / Great-West Lifeco Inc. (000003274)
Prospectus (non pricing) supplement (other than ATM) – English.pdf
19 Sep 2025 16:48 EDTSeptember 19 2025 at 16:48:56 Eastern Daylight Time
Manitoba
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I regret that the regulators will not allow me to link to the prospectus directly. This makes this public information more valuable to the private publisher, thus giving them more money with which to hire ex-regulators.

Vital bits from the prospectus are:

The initial dividend, if declared, will be payable on December 31, 2025 and will be $0.38260 per share, based on the anticipated closing date of this Offering of September 24, 2025. Thereafter, dividends will be payable quarterly on the last day of March, June, September and December in each year at a rate of $0.35625 per share.

On or after September 30, 2030, Lifeco may, on not less than 30 nor more than 60 days’ notice, redeem for cash the Series Z First Preferred Shares in whole or in part, at the Corporation’s option, at $26.00 per share if redeemed on or after September 30, 2030 and prior to September 30, 2031, $25.75 per share if redeemed on or after September 30, 2031 and prior to September 30, 2032, $25.50 per share if redeemed on or after September 30, 2032 and prior to September 30, 2033, $25.25 per share if redeemed on or after September 30, 2033 and prior to September 30, 2034 and $25.00 per share if redeemed on or after September 30, 2034, in each case together with all declared and unpaid dividends up to but excluding the date of redemption.

As with the the recent POW new issue the new issue seems fairly priced according to Implied Volatility theory. The closest direct comparator is GWO.PR.L, paying 1.4125 (compared to 1.425 for the new issue) quoted at 24.75-95 on 2025-09-17.

New Issues

New Issue: POW Straight Perpetual, 5.75%

Power Corporation of Canada has announced:

that Power Corporation has agreed to issue 6,000,000 Non-Cumulative First Preferred Shares, Series H in the capital of Power Corporation (the “Series H Shares”) on a bought deal basis, for gross proceeds of $150 million. The Series H Shares will be priced at $25.00 per share (the “Issue Price”) and will carry an annual dividend yield of 5.75%. Closing is expected on or about September 22, 2025. The issue will be underwritten by a syndicate of underwriters led by BMO Capital Markets, RBC Capital Markets and Scotiabank.

Power Corporation has granted the underwriters an option, exercisable up to 48 hours prior to closing, to purchase up to an additional 2,000,000 Preferred Shares ($50 million) at the Issue Price. Should the underwriters’ option be exercised fully, the total gross proceeds of the offering will be $200 million.

The net proceeds of this offering will be used by Power Corporation for general corporate purposes.

The Series H Shares will be offered in each of the provinces and territories of Canada by way of a prospectus supplement (the “Prospectus Supplement”) to the short form base shelf prospectus (the “Shelf Prospectus”) of the Company dated November 19, 2024.

Access to the Prospectus Supplement, the Shelf Prospectus and any amendments to the documents is provided in accordance with securities legislation relating to procedures for providing access to a prospectus supplement, a base shelf prospectus and any amendment. The Shelf Prospectus is, and the Prospectus Supplement will be (within two business days of the date hereof), accessible on SEDAR+ at www.sedarplus.ca. An electronic or paper copy of the Prospectus Supplement, the Shelf Prospectus and any amendment to the documents may be obtained, without charge, from any of the joint bookrunners by contacting BMO Capital Markets by email at torbramwarehouse@datagroup.ca, RBC Capital Markets by email at Distribution.RBCDS@rbccm.com, and Scotiabank by email at equityprospectus@scotiabank.com, and by providing the contact with an email address or address, as applicable. The Shelf Prospectus and Prospectus Supplement contain important, detailed information about PCC and the proposed offering of Series H Shares. Prospective investors should read the Shelf Prospectus and Prospectus Supplement (when filed) before making an investment decision.

The press release is on SEDARPlus, but not the Prospectus Supplement. The existence or lack of a nice long redemption lock-out period is of interest!

I am gratified to see that the new issue is fairly priced according to Implied Volatility theory – and that’s without accounting for the redemption lock-out, assuming it exists:

The annual dividend rate is 1.4375, the same as PWF.PR.H, which was quoted at 25.08-21 today and is currently redeemable at par.

Update, 2025-09-17: The prospectus supplement has been released on sedarplus and while forbidden to give you any kind of URL, will tell you to search for:

Power Corporation of Canada / Power Corporation du Canada (000001575)
Prospectus (non pricing) supplement (other than ATM) – English.pdf
17 Sep 2025 18:26 EDTSeptember 17 2025 at 18:26:03 Eastern Daylight Time
Québec
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Vital bits from the prospectus include:

The initial dividend, if declared, will be payable on January 15, 2026 and will be $0.45291 per share, based upon an anticipated issue date of September 22, 2025. Thereafter, dividends will be payable quarterly on the 15th day of January, April, July and October in each year at a rate of $0.359375 per share.


On and after October 15, 2030, the Corporation may, on not less than 30 nor more than 60 days’ notice, redeem for cash the Series H First Preferred Shares in whole or in part, at the Corporation’s option, at $26.00 per share if redeemed prior to October 15, 2031, $25.75 if redeemed on or after October 15, 2031 and prior to October 15, 2032, $25.50 if redeemed on or after October 15, 2032 and prior to October 15, 2033, $25.25 if redeemed on or after October 15, 2033 and prior to October 15, 2034 and $25.00 if redeemed on or after October 15, 2034, in each case together with all declared and unpaid dividends to but excluding the date of redemption. See “Details of the Offering”.

So, the redemption lockout is standard, which is nice to confirm.

Better Communication, Please!

New Issue: PVS 6 1/2 Year, USD, 5.40%

Partners Value Split Corp. has announced (but not yet on their website because, really, company management is a joke. It’s a good thing they have very, very limited responsibilities):

Partners Value Split Corp. (the “Company”) announced today that it has entered into an agreement to sell 3,000,000 Class AA Preferred Shares, Series 16 (the “Series 16 Preferred Shares”) to a syndicate of underwriters led by Scotiabank, BMO Capital Markets, CIBC Capital Markets, RBC Capital Markets and TD Securities Inc. on a bought deal basis.

The Series 16 Preferred Shares will be issued at a price of US$25.00 per share, for gross proceeds of US$75,000,000. The Series 16 Preferred Shares will carry a fixed coupon of 5.40% and will have a final maturity of March 31, 2032. The Series 16 Preferred Shares have a provisional rating of Pfd-2 from DBRS Limited. The net proceeds of the offering will be used by the Company to make distributions to the holder of the Company’s capital shares.

The Company has granted the underwriters an option, exercisable in whole or part prior to closing, to purchase up to an additional 1,000,000 Series 16 Preferred Shares at the same offering price, which, if exercised in full, would increase the gross offering size to US$100,000,000. Closing of the offering is expected to occur on or about September 11, 2025.

The Company owns a portfolio consisting of approximately 120 million Class A Limited Voting Shares of Brookfield Corporation and approximately 30 million Class A Limited Voting Shares of Brookfield Asset Management Ltd. (collectively, the “Brookfield Securities”), which are expected to yield quarterly dividends that are sufficient to fund quarterly fixed cumulative preferential dividends for the holders of the Company’s preferred shares and to enable the holders of the Company’s capital shares to participate in any capital appreciation of the Brookfield Securities.

Brookfield Corporation is a leading global investment firm focused on building long-term wealth for institutions and individuals around the world. Brookfield Corporation has three core businesses: alternative asset management, wealth solutions, and its operating businesses which are in renewable power, infrastructure, business and industrial services, and real estate. Brookfield Corporation is listed on the New York Stock Exchange and Toronto Stock Exchange under the symbol BN.

Brookfield Asset Management Ltd. (“BAM”) is a leading global alternative asset manager with over US$1 trillion of assets under management across renewable power & transition, infrastructure, private equity, real estate, and credit. BAM’s objective is to generate attractive, long-term risk-adjusted returns for the benefit of its clients and shareholders. BAM is listed on the New York Stock Exchange and Toronto Stock Exchange under the symbol BAM.

Jason Weckwerth, Chief Financial Officer, will be available at (416) 363-9491 to answer any questions regarding the offering.

This issue will not be tracked by HIMIPref™ since it’s US-Pay.

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

Update, 2025-09-05: DBRS has announced that it:

assigned a provisional credit rating of (P) Pfd-2 to the Class AA Preferred Shares, Series 16 (the Series 16 Preferred Shares) to be issued by Partners Value Split Corp. (the Company). The Series 16 Preferred Shares will rank pari passu with the existing Class AA Preferred Shares, Series 9; the Class AA Preferred Shares, Series 10; the Class AA Preferred Shares, Series 12; the Class AA Preferred Shares, Series 13; the Class AA Preferred Shares, Series 14; and the Class AA Preferred Shares, Series 15 (collectively, the Class AA Preferred Shares).

The Series 16 Preferred Shares will be entitled to a fixed quarterly cumulative preferential dividend of [$] per share to yield [%] per annum on the issue price of USD 25.00. The maturity date for the Series 16 Preferred Shares will be March 31, 2032. Prior to the issuance of the Series 16 Preferred Shares, the Company will subdivide the existing Capital Shares, so that after the closing of the offering, the aggregate number of preferred shares (Class AA Preferred Shares and Junior Preferred Shares) outstanding and the aggregate number of Capital Shares outstanding will be equal.

The Company’s investment objective is to hold a portfolio (the Portfolio) of Class A Limited Voting Shares of Brookfield Corporation (the BN Class A Shares; Brookfield Corporation’s Issuer Rating is “A” with a Stable trend, and the credit rating on its Preferred Shares is Pfd-2 with a Stable trend). Brookfield Corporation was formerly known as Brookfield Asset Management Inc. (Brookfield). On December 9, 2022, Brookfield completed its public listing and distribution of a 25% interest in its asset management business, through Brookfield Asset Management Ltd. (BAM) by way of a plan arrangement. As a result of this plan arrangement, the Company received one Class A Limited Voting Share of BAM (the BAM Class A Shares, collectively with the BN Class A Shares, the Brookfield Shares) for every four BN Class A Shares it held. Currently, the Company holds 119,611,449 BN Class A Shares and 29,902,862 BAM Class A Shares. Dividends received from the Portfolio are used to fund the payment of interest on the debentures to the extent that any have been issued and to fund the payment of dividends on the Class AA Preferred Shares. There are currently no debentures outstanding.

The Company has issued a limited number of Class A Restricted Voting Shares and Class B Restricted Voting Shares that rank senior to the Class AA Preferred Shares in respect of capital upon the dissolution, wind-up, or insolvency of the Company. There are currently 100 of Class A Restricted Voting Shares outstanding with a book value of USD 8,000 and there are 1,000 of Class B Restricted Voting Shares outstanding with a book value of USD 800.

Each series of Class AA Preferred Shares ranks pari passu with all other Class AA Preferred Shares and senior to the following:
— the Class AAA Preferred Shares,
— the Junior Preferred Shares, which currently consists of the Junior Preferred Shares, Series 1; the Junior Preferred Shares, Series 2; the Junior Preferred Shares, Series 3; and the Junior Preferred Shares, Series 4; and
— the Capital Shares, with respect to payment of dividends and repayment of principal.

There are currently no Class AAA Preferred Shares outstanding. The Junior Preferred Shareholders are entitled to receive quarterly noncumulative cash distributions at an annual rate of 5% when declared by the board of directors. There is $472 million worth of Junior Preferred Shares currently outstanding. The Company’s Capital Shareholders will only receive excess dividend income after interest on the debentures, Class AA Preferred Share distributions, Junior Preferred Share distributions, and other Company expenses have been paid, provided that the net asset value (NAV) per unit (one unit comprises one Capital Share and either one Class AA Preferred Share or one Junior Preferred Share) exceeds $36.00.

Any capital appreciation of the Brookfield Shares will benefit the Capital Shareholders, which rank junior to all preferred shares of any class or series.

Following the issuance of the Series 16 Preferred Shares, the downside protection available to the Class AA Preferred Shares is expected to be approximately 91.8%, and the dividend coverage ratio is expected to be higher than 1.0 times (x; based on the Canadian dollar and U.S. dollar exchange rate as of August 26, 2025). If the underwriters’ overallotment option is exercised, the downside protection is expected to be 91.6% and the dividend coverage is expected to remain higher than 1.0x. Because of the excess-only nature of both Junior Preferred Shares and Capital Share dividends, there is no grind on the Portfolio.

As the Brookfield Shares receive dividends in U.S. dollars, the Company is exposed to foreign currency risk relating to the Canadian-U.S. exchange rate, specifically the appreciation of the Canadian dollar versus the U.S. dollar. This may have a negative impact on the dividend coverage ratio of the Class AA Preferred Shares as these dividends (except for the dividends on the Series 16 Preferred Shares) are paid in Canadian dollars. In the event of a shortfall, the Company may sell some of the Portfolio’s securities, engage in security lending, or write covered call options to generate sufficient income to satisfy its obligations to pay the Class AA Preferred Shares’ dividends. If the Company chooses to lend its holdings, the Portfolio would be exposed to potential losses in the event that the borrower defaults on its obligations to return the borrowed securities. The Class AA Preferred Shares, excluding the Series 16 Preferred Shares, are exposed to currency risk for the return of their principal. However, this risk is mitigated by the current level of downside protection of 91.8%.

On or about September 19, 2025, the Company intends to use approximately 5 million of its BAM Class A Shares to redeem in kind all of its outstanding Junior Preferred Shares and pay a special dividend in kind with the residual value to the Capital Shares. In connection with the redemption of the Junior Preferred Shares, the Capital Shares will be consolidated so that the number of Capital Shares outstanding will equal the number of Preferred Shares outstanding.

Following the issuance of the new Preferred Shares Series 16 (including the overallotment option if exercised), the redemption of all of the Junior Preferred Shares and the special dividend payment to the Capital Shares; the level of adjusted downside protection is expected to decline to approximately 91.3% and the dividend coverage is expected to remain higher than 1.0x.

The main constraints to the credit rating are the following:
— The downside protection available to the Class AA Preferred Shareholders depends solely on the market value of the Brookfield Shares held in the Portfolio, which will fluctuate over time.
— There is a lack of diversification, as the Portfolio is entirely made up of Brookfield Shares.
— Changes in the dividend policy of Brookfield Corporation and BAM may result in reductions in the Class AA Preferred Shares’ dividend coverage.
— As the Brookfield Shares receive dividends in U.S. dollars, the Company is exposed to foreign currency risk relating to the Canadian-U.S. exchange rate, specifically the appreciation of the Canadian dollar versus the U.S. dollar. This may have a negative impact on the dividend coverage ratio of the Class AA Preferred Shares as these dividends (except for the dividends on the Series 16 Preferred Shares) are paid in Canadian dollars.
— The Class AA Preferred Shares, excluding the Series 16 Preferred Shares, are exposed to currency risk for the return of their principal. However, this risk is mitigated by the current level of downside protection of 91.8%.

Morningstar DBRS’ credit rating on the Series 16 Preferred Shares addresses the credit risk associated with the identified financial obligations in accordance with the relevant transaction documents. The associated financial obligations are the quarterly fixed cumulative preferential dividends and the return of principal on the maturity date.

Morningstar DBRS’ credit rating does not address nonpayment risk associated with contractual payment obligations contemplated in the applicable transaction document(s) that are not financial obligations.

It is of great interest that the Junior Preferreds are all getting redeemed.

Update, 2025-9-11: Finalized:

DBRS Limited (Morningstar DBRS) finalized its provisional credit rating of Pfd-2 on the Class AA Preferred Shares, Series 16 (the Series 16 Preferred Shares) issued by Partners Value Split Corp. (the Company). Morningstar DBRS also confirmed the credit ratings on the Class AA Preferred Shares, Series 9; the Class AA Preferred Shares, Series 10; the Class AA Preferred Shares, Series 12; the Class AA Preferred Shares, Series 13; the Class AA Preferred Shares, Series 14 and the Class AA Preferred Shares, Series 15 (collectively, the Class AA Preferred Shares) at Pfd-2.

Issue Comments

PVS.PR.M, SplitShare, 5.15%, 6-Year

Somehow this information was lost in the Server Crash…
: Partners Value Split Corp. has announced (on 2025-2-26):

that as a result of strong investor demand for its previously announced offering, it has agreed to increase the size of the offering and sell 8,000,000 Class AA Preferred Shares, Series 15 (the “Series 15 Preferred Shares”) to a syndicate of underwriters led by Scotiabank, BMO Capital Markets, CIBC Capital Markets, RBC Capital Markets and TD Securities Inc. on a bought deal basis.

The Series 15 Preferred Shares will be issued at a price of $25.00 per share, for gross proceeds of $200,000,000. The Series 15 Preferred Shares will carry a fixed coupon of 5.15% and will have a final maturity of March 31, 2031. The Series 15 Preferred Shares have a provisional rating of Pfd-2 from DBRS Limited. The net proceeds of the offering will be used by the Company to pay a special dividend on the Company’s capital shares.

Closing of the offering is expected to occur on or about March 5, 2025.

The Company owns a portfolio consisting of approximately 119 million Class A Limited Voting Shares of Brookfield Corporation and approximately 30 million Class A Limited Voting Shares of Brookfield Asset Management Ltd. (collectively, the “Brookfield Securities”), which are expected to yield quarterly dividends that are sufficient to fund quarterly fixed cumulative preferential dividends for the holders of the Company’s preferred shares and to enable the holders of the Company’s capital shares to participate in any capital appreciation of the Brookfield Securities.

Brookfield Corporation is a leading global investment firm focused on building long-term wealth for institutions and individuals around the world. Brookfield Corporation has three core businesses: alternative asset management, wealth solutions, and its operating businesses which are in renewable power, infrastructure, business and industrial services, and real estate. Brookfield Corporation is listed on the New York Stock Exchange and Toronto Stock Exchange under the symbol BN.

Brookfield Asset Management Ltd. (“BAM”) is a leading global alternative asset manager with over US$1 trillion of assets under management across renewable power & transition, infrastructure, private equity, real estate, and credit. BAM’s objective is to generate attractive, long-term risk-adjusted returns for the benefit of its clients and shareholders. BAM is listed on the New York Stock Exchange and Toronto Stock Exchange under the symbol BAM.

The previous announcement they reference was issued earlier on the same day:

Partners Value Split Corp. (the “Company”) announced today that it has entered into an agreement to sell 5,000,000 Class AA Preferred Shares, Series 15 (the “Series 15 Preferred Shares”) to a syndicate of underwriters led by Scotiabank, BMO Capital Markets, CIBC Capital Markets, RBC Capital Markets and TD Securities Inc. on a bought deal basis.

The Series 15 Preferred Shares will be issued at a price of $25.00 per share, for gross proceeds of $125,000,000. The Series 15 Preferred Shares will carry a fixed coupon of 5.15% and will have a final maturity of March 31, 2031. The Series 15 Preferred Shares have a provisional rating of Pfd-2 from DBRS Limited. The net proceeds of the offering will be used by the Company to pay a special dividend on the Company’s Capital shares.

The Company has granted the underwriters an option, exercisable in whole or part prior to closing, to purchase up to an additional 1,000,000 Series 15 Preferred Shares at the same offering price, which, if exercised in full, would increase the gross offering size to $150,000,000. Closing of the offering is expected to occur on or about March 5, 2025.

The Company owns a portfolio consisting of approximately 119 million Class A Limited Voting Shares of Brookfield Corporation and approximately 30 million Class A Limited Voting Shares of Brookfield Asset Management Ltd. (collectively, the “Brookfield Securities”), which are expected to yield quarterly dividends that are sufficient to fund quarterly fixed cumulative preferential dividends for the holders of the Company’s preferred shares and to enable the holders of the Company’s capital shares to participate in any capital appreciation of the Brookfield Securities. Brookfield Corporation is a leading global investment firm focused on building long-term wealth for institutions and individuals around the world. Brookfield Corporation has three core businesses: alternative asset management, wealth solutions, and its operating businesses which are in renewable power, infrastructure, business and industrial services, and real estate. Brookfield Corporation is listed on the New York Stock Exchange and Toronto Stock Exchange under the symbol BN.

Brookfield Asset Management Ltd. (“BAM”) is a leading global alternative asset manager with over US$1 trillion of assets under management across renewable power & transition, infrastructure, private equity, real estate, and credit. BAM’s objective is to generate attractive, long-term risk-adjusted returns for the benefit of its clients and shareholders. BAM is listed on the New York Stock Exchange and Toronto Stock Exchange under the symbol BAM.

New Issues

PVS: New Issue SplitShare, 6-Year, 5.50%

Partners Value Split Corp. has announced (although not yet on their website):

that it has entered into an agreement to sell 5,000,000 Class AA Preferred Shares, Series 14 (the “Series 14 Preferred Shares”) to a syndicate of underwriters led by Scotiabank, BMO Capital Markets, CIBC Capital Markets, RBC Capital Markets and TD Securities Inc. on a bought deal basis.

The Series 14 Preferred Shares will be issued at a price of $25.00 per share, for gross proceeds of $125,000,000. The Series 14 Preferred Shares will carry a fixed coupon of 5.50% and will have a final maturity of June 30, 2030. The Series 14 Preferred Shares have a provisional rating of Pfd-2 from DBRS Limited. The net proceeds of the offering will be used by the Company in connection with the Company’s redemption of its outstanding Class AA Preferred Shares, Series 8 and to pay a special dividend on the Company’s capital shares.

The Company has granted the underwriters an option, exercisable in whole or part prior to closing, to purchase up to an additional 1,000,000 Series 14 Preferred Shares at the same offering price, which, if exercised in full, would increase the gross offering size to $150,000,000. Closing of the offering is expected to occur on or about September 27, 2024.

The Company owns a portfolio consisting of approximately 119 million Class A Limited Voting Shares of Brookfield Corporation and approximately 30 million Class A Limited Voting Shares of Brookfield Asset Management Ltd. (collectively, the “Brookfield Securities”),which are expected to yield quarterly dividends that are sufficient to fund quarterly fixed cumulative preferential dividends for the holders of the Company’s preferred shares and to enable the holders of the Company’s capital shares to participate in any capital appreciation of the Brookfield Securities.

Brookfield Corporation is a leading global investment firm focused on building long-term wealth for institutions and individuals around the world. Brookfield Corporation has three core businesses: alternative asset management, wealth solutions, and its operating businesses which are in renewable power, infrastructure, business and industrial services, and real estate. Brookfield Corporation is listed on the New York Stock Exchange and Toronto Stock Exchange under the symbol BN.

Brookfield Asset Management Ltd. (“BAM”) is a leading global alternative asset manager with approximately US$1 trillion of assets under management across renewable power & transition, infrastructure, private equity, real estate, and credit. BAM’s objective is to generate attractive, long-term risk-adjusted returns for the benefit of its clients and shareholders. BAM is listed on the New York Stock Exchange and Toronto Stock Exchange under the symbol BAM.

Jason Weckwerth, Chief Financial Officer, will be available at (416) 363-9491 to answer any questions regarding the offering.

The prospectus is available at SEDARPlus, but as usual I am not permitted – or able – to post a link to it, because the Canadian Securities Administrators consider this information to be TOP SECRET and not something for investors to worry their pretty little heads about. Anyway, search for
“Partners Value Split Corp. / Partners Value Split Corp. (000016555)
Prospectus (non pricing) supplement (other than ATM) – English.pdf
23 Sep 2024 20:35 EDTSeptember 23 2024 at 20:35:46 Eastern Daylight Time
Ontario
511 KB
Generate URL”

Anyway, from the prospectus:

Quarterly dividends on the Series 14 Preferred Shares will be paid by the Company on or about the 7th day of March, June, September and December in each year. Based on the anticipated closing date of September 27, 2024, the initial dividend (which covers the period from closing to November 30, 2024) is expected to be $0.24486 per Series 14 Preferred Share, and is expected to be paid on or about December 7, 2024 to holders of record on November 22, 2024. The Series 14 Preferred Shares may be surrendered for retraction at any time. The Company will redeem all outstanding Series 14 Preferred Shares on June 30, 2030 (the “Series 14 Redemption Date”) for a cash amount per share equal to the lesser of (i) $25.00 plus any accrued and unpaid dividends and (ii) the Net Asset Value per Unit (as defined herein). See “Details of Offering — Series 14 Preferred Shares” and “Dividend Policy”.

The Series 14 Preferred Shares have been provisionally rated Pfd-2 by DBRS Limited (“DBRS”).

A holder retracting Series 14 Preferred Shares will receive per Series 14 Preferred Share retracted, as payment for such shares, a number of debentures (the “Series 12 Debentures”) determined by dividing the holder’s aggregate Preferred Share Retraction Price (as defined below) by $25.00, being the principal amount of the Series 12 Debenture.

Series 14 Preferred Shares may be redeemed by the Company at any time on or after June 30, 2028 and prior to June 30, 2030 (the “Series 14 Redemption Date”) at a price (the “Series 14 Preferred Share Redemption Price”), which, prior to June 30, 2029 will equal $25.50 per share plus accrued and unpaid dividends and which will decline by $0.50 on June 30, 2029. All Series 14 Preferred Shares outstanding on the Series 14 Redemption Date will be redeemed for a cash amount equal to the lesser of $25.00 plus any accrued and unpaid dividends, and the Net Asset Value per Unit. Notwithstanding the first sentence of this paragraph, the Company may redeem Series 14 Preferred Shares prior to June 30, 2028 for $26.00 per share plus accrued and unpaid dividends if, and will not redeem Series 14 Preferred Shares prior to June 30, 2028 unless: (i) Capital Shares have been retracted; or (ii) there is a take-over bid for the BN Shares and the board of directors of the Company determines that such bid is in the best interest of the holders of the Capital Shares.

The Series 14 Preferred Shares will rank prior to the Capital Shares, the Class AAA Preferred Shares and the Junior Preferred Shares and on a pari passu basis with all other Preferred Shares (other than the Class AAA Preferred Shares and the Junior Preferred Shares) with respect to the payment of dividends, distributions upon a redemption, retraction or return of capital and distributions upon a dissolution, liquidation or winding-up of the Company.

Holders of the Series 12 Debentures will be entitled to receive quarterly fixed interest payments at a rate of 5.60% per annum. Interest will be paid by the issuer of the Series 12 Debentures (the “Issuer”) quarterly on or about the 7th day of March, June, September and December in each year; provided that the Issuer may, at its option, provided no Event of Default (as defined under “Events of Default”) has occurred and is continuing, elect to defer payment of interest due on any interest payment date until maturity on the condition that, in the event of such an election, no interest, dividends or other distributions will be permitted to be paid in respect of any of the Company’s subordinate classes of securities.

The Series 12 Debentures will be direct unsecured obligations of the Issuer and will rank junior to all other unsecured and unsubordinated indebtedness incurred by the Issuer and prior to all Preferred Shares and, if issued by the Issuer, the capital shares of such Issuer, with respect to the payment of interest and repayment of the outstanding principal amount.

I have no idea what the ticker might be when these get issued.

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

Update, 2024-9-24:DBRS Provisional Pfd-2 Rating:

DBRS Limited (Morningstar DBRS) assigned a provisional credit rating of Pfd-2 to the Class AA Preferred Shares, Series 14 (the Series 14 Preferred Shares) to be issued by Partners Value Split Corp. (the Company) that will rank pari passu with the existing Class AA Preferred Shares, Series 8; the Class AA Preferred Shares, Series 9; the Class AA Preferred Shares, Series 10; the Class AA Preferred Shares, Series 11; the Class AA Preferred Shares, Series 12; and the Class AA Preferred Shares, Series 13 (collectively, the Class AA Preferred Shares).

The Series 14 Preferred Shares will be entitled to a fixed quarterly cumulative preferential dividend of [$] per share to yield [%] per annum on the issue price of $25.00. The maturity date for the Series 14 Preferred Shares will be June 30, 2030. Prior to the issuance of the Series 14 Preferred Shares, the Company will subdivide the existing Capital Shares, so that after the closing of the offering, the aggregate number of preferred shares (Class AA Preferred Shares and Junior Preferred Shares) outstanding and the aggregate number of Capital Shares outstanding will be equal. The Company has also provided notice that it will be redeeming the outstanding Class AA Preferred Shares, Series 8 on its maturity date of September 30, 2024, in accordance with its terms.

The Company’s investment objective is to hold a portfolio (the Portfolio) of Class A Limited Voting Shares of Brookfield Corporation (the BN Class A Shares; Brookfield Corporation has an Issuer Rating of “A” with a Stable trend and a credit rating on its Preferred Shares of Pfd-2 with a Stable trend by Morningstar DBRS). Brookfield Corporation was formerly known as Brookfield Asset Management Inc. (Brookfield). On December 9, 2022, Brookfield completed its public listing and distribution of a 25% interest in its asset management business, through Brookfield Asset Management Ltd. (BAM) by way of a plan arrangement. As a result of this plan arrangement, the Company received one Class A Limited Voting Share of BAM (the BAM Class A Shares, collectively with the BN Class A Shares, the Brookfield Shares) for every four BN Class A Shares it held. Currently, the Company holds 119,611,449 BN Class A Shares and 29,902,862 BAM Class A Shares. Dividends received from the Portfolio are used to fund the payment of interest on the debentures to the extent that any have been issued and to fund the payment of dividends on the Class AA Preferred Shares.

The Company has issued a limited number of Class A Voting Shares that rank senior to the Class AA Preferred Shares in respect of capital upon the dissolution, wind-up, or insolvency of the Company. There are currently 100 of such shares outstanding with a book value of USD 8,000.

Each series of Class AA Preferred Shares ranks pari passu with all other Class AA Preferred Shares and senior to:
— the Class AAA Preferred Shares,
— the Junior Preferred Shares, which currently consists of the Junior Preferred Shares, Series 1; the Junior Preferred Shares, Series 2; the Junior Preferred Shares, Series 3 and the Junior Preferred Shares, Series 4 and
— the Capital Shares,
with respect to payment of dividends and repayment of principal.

There are currently no Class AAA Preferred Shares outstanding. The Junior Preferred Shareholders are entitled to receive quarterly noncumulative cash distributions at an annual rate of 5% when declared by the board of directors. There is $321 million worth of Junior Preferred Shares currently outstanding. The Company’s Capital Shareholders will only receive excess dividend income after interest on the debentures, Class AA Preferred Share distributions, Junior Preferred Share distributions, and other Company expenses have been paid. Any capital appreciation of the Brookfield Shares will benefit the Capital Shareholders.

Following the issuance of the Series 14 Preferred Shares, the downside protection available to the Class AA Preferred Shares is expected to be approximately 91% and the dividend coverage ratio is expected to be approximately 2.7 times (x; based on the Canadian dollar and U.S. dollar exchange rate as of September 16, 2024). If the underwriters’ overallotment option is exercised, the downside protection and dividend coverage is expected to be 90.7% and 2.7x, respectively. Because of the excess-only nature of both Junior Preferred Share and Capital Share dividends, there is no grind on the Portfolio. The Company receives dividends in U.S. dollars; consequently, there is risk that an appreciating Canadian dollar will cause the dividend coverage ratio to fall below 1.0x. In the event of a shortfall, the Company may sell some of the Portfolio’s securities, engage in security lending, or write covered call options to generate sufficient income to satisfy its obligations to pay the Class AA Preferred Shares’ dividends. If the Company chooses to lend its holdings, the Portfolio would be exposed to potential losses in the event that the borrower defaults on its obligations to return the borrowed securities.

The main constraints to the credit rating are the following:
— The downside protection available to the Class AA Preferred Shareholders depends solely on the market value of the Brookfield Shares held in the Portfolio, which will fluctuate over time.
— There is a lack of diversification, as the Portfolio is entirely made up of Brookfield Shares.
— Changes in the dividend policy of Brookfield Corporation and BAM may result in reductions in the Class AA Preferred Shares’ dividend coverage.
— As the Brookfield Shares receive dividends in U.S. dollars, the Company is exposed to foreign currency risk relating to the Canadian-U.S. exchange rate, specifically the appreciation of the Canadian dollar versus the U.S. dollar. This may have a negative impact on the dividend coverage ratio of the Class AA Preferred Shares as these dividends are paid in Canadian dollars.
— Downside protection available to the Class AA Preferred Shares may be negatively affected by the retraction of the Junior Preferred Shares.

Morningstar DBRS’ credit rating on the Series 14 Preferred Shares addresses the credit risk associated with the identified financial obligations in accordance with the relevant transaction documents. The associated financial obligations are the quarterly fixed cumulative preferential dividends and the return of principal on the maturity date.

Morningstar DBRS’ credit rating does not address nonpayment risk associated with contractual payment obligations contemplated in the applicable transaction document(s) that are not financial obligations.