Category: New Issues

Canadian Utilities has announced:

it has entered into an agreement with a syndicate of underwriters co-led by RBC Capital Markets and BMO Capital Markets, and including TD Securities Inc. and Scotiabank. The underwriters have agreed to buy 6,000,000 4.90% Cumulative Redeemable Second Preferred Shares Series BB at a price of $25.00 per share for aggregate gross proceeds of $150 million.

The Series BB 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 $1.225 per share, to yield 4.90% annually. On or after September 1, 2017, the Corporation may redeem the Series BB Preferred Shares in whole or in part from time to time, at $26.00 per share if redeemed during the 12 months commencing September 1, 2017, at $25.75 per share if redeemed during the 12 months commencing September 1, 2018, at $25.50 per share if redeemed during the 12 months commencing September 1, 2019, at $25.25 per share if redeemed during the 12 months commencing September 1, 2020, and at $25.00 per share if redeemed on or after September 1, 2021.

The offering is being made only in the provinces of Canada by means of a prospectus supplement and the closing date of the issue is expected to be on or about July 5, 2012.

Canadian Utilities Limited also announced today that it will redeem on July 19, 2012 all of its outstanding Cumulative Redeemable Second Preferred Shares Series W at a price of $25.00 per share plus accrued and unpaid dividends per share. The $150 million aggregate cost of redemption will be funded from the net proceeds of the Series BB Preferred Share offering and cash.

This news release does not constitute an offer to sell securities, nor is it a solicitation of an offer to buy securities, in any jurisdiction. All sales will be made through registered securities dealers in jurisdictions where the offering has been qualified for distribution.

The redemption announcement for CU.PR.A (Series W) got its own post.

This is rather an unusual situation, in that they announced a different series of 4.90% Straights last month. That new issue, CU.PR.D, settled today, and also got its own post. The call schedules are identical.

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. and Scotiabank. The underwriters have agreed to buy 6,000,000 4.90% Cumulative Redeemable Second Preferred Shares Series AA at a price of $25.00 per share for aggregate gross proceeds of $150 million.

The Series AA 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 $1.225 per share, to yield 4.90% annually. On or after September 1, 2017, the Corporation may redeem the Series AA Preferred Shares in whole or in part from time to time, at $26.00 per share if redeemed during the 12 months commencing September 1, 2017, at $25.75 per share if redeemed during the 12 months commencing September 1, 2018, at $25.50 per share if redeemed during the 12 months commencing September 1, 2019, at $25.25 per share if redeemed during the 12 months commencing September 1, 2020, and at $25.00 per share if redeemed on or after September 1, 2021.

The offering is being made only in the provinces of Canada by means of a prospectus supplement and the closing date of the issue is expected to be on or about June 18, 2012.

Emera Inc. has announced:

that it will issue ten million Cumulative Rate Reset First Preferred Shares, Series C (the “Series C Preferred Shares”) at a price of $25.00 per share, for aggregate gross proceeds of $250 million on a bought deal basis to a syndicate of underwriters in Canada led by Scotiabank, RBC Capital Markets and TD Securities Inc.

The holders of the Series C Preferred Shares will be entitled to receive fixed cumulative dividends at an annual rate of $1.0250 per share, payable quarterly, as and when declared by the board of directors of Emera, yielding 4.10 per cent per annum, for the initial six-year period ending on August 15, 2018. The first of such dividends, if declared, shall be payable on August 15, 2012, and shall be $0.1938 per Series C Preferred Share, based on the anticipated closing of the offering on June 7, 2012. The dividend rate will be reset on August 15, 2018 and every five years thereafter at a rate equal to the sum of the then five-year Government of Canada bond yield plus 2.65 per cent. The Series C Preferred Shares are redeemable by Emera, at its option, on August 15, 2018 and on August 15th of every fifth year thereafter.

The holders of Series C Preferred Shares will have the right to convert their shares into Cumulative Floating Rate First Preferred Shares, Series D (the “Series D Preferred Shares”), subject to certain conditions, on August 15, 2018 and on August 15 of every fifth year thereafter. The holders of the Series D Preferred Shares will be entitled to receive quarterly floating rate cumulative dividends, as and when declared by the board of directors of Emera, at a rate equal to the sum of the then 90-day Government of Canada treasury bill rate plus 2.65 per cent.

The net proceeds of the offering will be used for general corporate purposes.

The Series C Preferred Shares will be offered to the public in Canada by way of prospectus supplement to an amended and restated short form base shelf prospectus dated February 18, 2011 (amending and restating the short form base shelf prospectus of Emera dated May 19, 2010).

Industrial Alliance Insurance and Financial Services Inc. has announced that it:

has today entered into an agreement with a syndicate of underwriters co-led by Scotiabank and RBC Capital Markets under which the underwriters have agreed to buy, on a bought deal basis, 6,000,000 Non-Cumulative 5-Year Rate Reset Class A Preferred Shares Series G (the “Series G Preferred Shares”) from Industrial Alliance for sale to the public at a price of $25.00 per Series G Preferred Share, representing aggregate gross proceeds of $150 million.

This share offering is expected to close on or about June 1, 2012, subject to certain conditions, including Toronto Stock Exchange and other customary regulatory approvals. The net proceeds of this offering will be used for general corporate purposes and will be added to Industrial Alliance’s capital base. Holders of the Series G Preferred Shares will be entitled to receive a non-cumulative quarterly fixed dividend of $0.26875 per Series G Preferred Share, yielding 4.30% per annum, as and when declared by the Board of Directors of Industrial Alliance, for the initial period up to but excluding June 30, 2017. On June 30, 2017 and on June 30 every five years thereafter, the dividend rate will reset to be equal to the then current five-year Government of Canada bond yield plus 2.85%. Holders of the Series G Preferred Shares will have the right, at their option, to convert their shares into Non-Cumulative Floating Rate Class A Preferred Shares Series H (the “Series H Preferred Shares”), subject to certain conditions and the Company’s right to redeem the Series G Preferred Shares as described below, on June 30, 2017 and on June 30 every five years thereafter.

Holders of the Series H Preferred Shares will be entitled to receive a quarterly non-cumulative floating rate dividend, as and when declared by the Board of Directors of Industrial Alliance, equal to the 90-day Government of Canada Treasury Bill Rate plus 2.85%. Holders of the Series H Preferred Shares will have the right, at their option, to convert their shares into Series G Preferred Shares, subject to certain conditions and the Company’s right to redeem the Series H Preferred Shares as described below, on June 30, 2022 and on June 30 every five years thereafter. The Series G Preferred Shares will not be redeemable by Industrial Alliance prior to June 30, 2017. On June 30, 2017 and on June 30 every five years thereafter, Industrial Alliance may, subject to certain conditions (including regulatory approval), redeem all or any part of the Series G Preferred Shares at a cash redemption price per share of $25.00 together with all declared and unpaid dividends. The Company may redeem all or any part of the Series H Preferred Shares at a cash redemption price per share of $25.00 together with all declared and unpaid dividends in the case of redemptions on June 30, 2022 and on June 30 every five years thereafter or $25.50 together with all declared and unpaid dividends in the case of redemptions on any other date after June 30, 2017. On a pro forma basis, after giving effect to this Series G Preferred Shares issue, the Company estimates that, as at March 31, 2012, its solvency ratio would increase by 9 percentage points, from 186% to 195%. The offering will be made pursuant to a prospectus supplement to Industrial Alliance’s short form base shelf prospectus dated April 29, 2011. Complete details of the offering will be set out in the prospectus supplement, which will be filed with the Canadian securities regulatory authorities and will be available on SEDAR at www.sedar.com.

Manulife Financial Corporation has announced:

a Canadian public offering of Non-cumulative Rate Reset Class 1 Shares Series 9 (“Series 9 Preferred Shares”). Manulife will issue 10 million Series 9 Preferred Shares priced at $25 per share to raise gross proceeds of $250 million. The offering will be underwritten by a syndicate of investment dealers co-led by Scotiabank, CIBC and RBC Capital Markets and is anticipated to qualify as Tier 1 capital for Manulife. The expected closing date for the offering is May 24, 2012. Manulife intends to file a prospectus supplement to its September 3, 2010 base shelf prospectus in respect of this issue.

Holders of the Series 9 Preferred Shares will be entitled to receive a non-cumulative quarterly fixed dividend yielding 4.40% annually, as and when declared by the Board of Directors of Manulife, for the initial period ending September 19, 2017. Thereafter, the dividend rate will be reset every five years at a rate equal to the 5-year Government of Canada bond yield plus 2.86%.

Holders of Series 9 Preferred Shares will have the right, at their option, to convert their shares into Non-cumulative Rate Reset Class 1 Shares Series 10 (“Series 10 Preferred Shares”), subject to certain conditions, on September 19, 2017 and on September 19 every five years thereafter. Holders of the Series 10 Preferred Shares will be entitled to receive non-cumulative quarterly floating dividends, as and when declared by the Board of Directors of Manulife, at a rate equal to the three-month Government of Canada Treasury Bill yield plus 2.86%.

Manulife intends to use the net proceeds from the offering for investments in subsidiaries to partially fund the proposed redemption of Manulife Financial Capital Trust securities (“MaCS”) on June 30, 2012.

Valener Inc. has announced:

that it has entered into an agreement with a syndicate of underwriters led by BMO Capital Markets and TD Securities Inc. (the “Underwriters”), under which the Underwriters have agreed to buy on a bought deal basis 3,000,000 Cumulative Rate Reset Preferred Shares, Series A, (the “Series A Preferred Shares”), at a price of $25.00 per Series A Preferred Share for gross proceeds of $75,000,000.

Valener has also granted the Underwriters an option to purchase an additional 450,000 Series A Preferred Shares at the same offering price for a period of 30 days following the closing of the offering. Should the Underwriters’ option be exercised fully, the total gross proceeds of the Series A Preferred Shares offering will be $86,250,00.

The Series A Preferred Shares will pay cumulative dividends of $1.0875 per share per annum, yielding 4.35% per annum, payable quarterly, for the initial period ending October 15, 2017. The initial dividend will be payable on October 15, 2012 and will be in the amount of $0.39031 per Series A Preferred Share, based on an anticipated closing date of June 6, 2012. The dividend rate will be reset on October 15, 2017 and every five years thereafter at a rate equal to the 5-year Government of Canada bond yield plus 2.81%. The Series A Preferred Shares will be redeemable by Valener on or after October 15, 2017, in accordance with their terms.

Holders of the Series A Preferred Shares will have the right, at their option, to convert their shares into Cumulative Floating Rate Preferred Shares, Series B, (the “Series B Preferred Shares”) subject to certain conditions, on October 15, 2017 and on October 15 every five years thereafter. Holders of the Series B Preferred Shares will be entitled to receive cumulative quarterly floating dividends at a rate equal to the three-month Government of Canada Treasury Bill yield plus 2.81%.

The net proceeds of the offering will be used by Valener to subscribe to additional units of Gaz Métro Limited Partnership (“Gaz Métro”) in order for Gaz Métro to finance part of its proposed acquisition of Central Vermont Public Service Corporation (the “CVPS Acquisition”) and any balance, for general corporate purposes. In the event the CVPS Acquisition does not proceed, Valener will use the net proceeds of the offering to repay amounts under its credit facility and for general corporate purposes.

The Series A Preferred Shares will be offered for sale to the public in each of the provinces and territories of Canada pursuant to a short form prospectus of Valener to be filed with Canadian securities regulatory authorities. The offering is scheduled to close on or about June 6, 2012, subject to certain conditions, including obtaining all necessary regulatory approvals.

Update: Provisional rating of Pfd-2(low) from DBRS.

Corporate Credit Rating of BBB+ for Valener from S&P.

Northland Power Inc. has announced:

that it will issue in Canada a total of 4.8 million Cumulative Rate Reset Preferred Shares, Series 3 (the “Series 3 Preferred Shares”), at a price of $25.00 per share, for aggregate gross proceeds of $120 million, on a bought deal basis to a syndicate of underwriters led by CIBC, BMO Capital Markets and Scotiabank.

The holders of Series 3 Preferred Shares will be entitled to receive fixed cumulative dividends at an annual rate of $1.25 per share, payable quarterly, as and when declared by the Board of Directors of the Company. The Series 3 Preferred Shares will yield 5.00% annually at the issue price, for the initial five-year period ending December 31, 2017. The first dividend payment date is scheduled for June 29, 2012, based on an anticipated closing date of May 24, 2012. The dividend rate will reset on December 31, 2017 and every five years thereafter at a rate equal to the then five-year Government of Canada Bond yield plus 3.46%. The Series 3 Preferred Shares are redeemable on or after December 31, 2017.

The holders of Series 3 Preferred Shares will have the right to convert their shares into Cumulative Floating Rate Preferred Shares, Series 4 (the “Series 4 Preferred Shares”), subject to certain conditions, on December 31, 2017 and on December 31 of every fifth year thereafter. The holders of Series 4 Preferred Shares will be entitled to receive quarterly floating rate cumulative dividends, as and when declared by the Board of Directors, at a rate equal to the then three month Government of Canada Treasury Bill yield plus 3.46%.

The Company intends to use the net proceeds of the offering to fund the equity portion of its first six ground mounted solar projects, fund additional ground mounted solar project development, repay bank indebtedness, replenish working capital, and for general corporate purposes.

The Series 3 and Series 4 Preferred Shares will be offered to the public in Canada by way of a prospectus supplement that will be filed with securities regulatory authorities in each of the provinces of Canada, to the existing short form base shelf prospectus, dated March 23, 2012.