Category: New Issues

Great-West Lifeco has announced:

Great-West Lifeco Inc. (“Lifeco” or the “Company”) has today entered into an agreement with a syndicate of underwriters co-led by BMO Capital Markets, RBC Capital Markets and Scotiabank under which the underwriters have agreed to buy, on a bought deal basis, 6,000,000 Non-Cumulative First Preferred Shares, Series P (the “Series P Shares”) from Lifeco for sale to the public at a price of $25.00 per Series P Share, representing aggregate gross proceeds of $150 million.

Lifeco has granted the underwriters an underwriters’ option to purchase an additional 2,000,000 Series P Shares at the same offering price. Should the underwriters’ option be fully exercised, the total gross proceeds of the Series P Shares offering will be $200 million.

The Series P Shares will yield 5.40% per annum, payable quarterly, as and when declared by the Board of Directors of the Company. The Series P Shares will not be redeemable prior to March 31, 2017. On or after March 31, 2017, the Company may, on not less than 30 nor more than 60 days’ notice, redeem the Series P Shares in whole or in part, at the Company’s option, by the payment in cash of $26.00 per Series P Share if redeemed prior to March 31, 2018, of $25.75 per Series P Share if redeemed on or after March 31, 2018 but prior to March 31, 2019, of $25.50 per Series P Share if redeemed on or after March 31, 2019 but prior to March 31, 2020, of $25.25 per Series P Share if redeemed on or after March 31, 2020 but prior to March 31, 2021 and of $25.00 per Series P Share if redeemed on or after March 31, 2021, in each case together with all declared and unpaid dividends up to but excluding the date fixed for redemption.

The Series P Shares offering is expected to close on February 22, 2012. The net proceeds will be used for general corporate purposes and to augment Lifeco’s current liquidity position.

It has been almost two years since the last Straight offering, which was GWO.PR.M, listed on 2010-3-4. Mind you, the market doesn’t seem too thrilled – comparable issues have dropped substantially since the announcement earlier this morning.

Update: Upsized to $250-million, no greenshoe.

Veresen Inc. has announced:

it will issue 6,000,000 Cumulative Redeemable Preferred Shares, Series A (“Series A Preferred Shares”) at a price of $25.00 per share (the “Offering”) for aggregate gross proceeds of $150 million on a bought deal basis. The Series A Preferred Shares will be offered to the public through a syndicate of underwriters co-led by Scotiabank, TD Securities Inc. and CIBC.

The holders of Series A Preferred Shares will be entitled to receive fixed cumulative dividends at an annual rate of 4.40%, payable quarterly for an initial period up to but excluding September 30, 2017, as and when declared by the Board of Directors of Veresen. The first quarterly dividend payment date is scheduled for June 30, 2012. The dividend rate will reset on September 30, 2017 and every five years thereafter at a rate equal to the sum of the then five-year Government of Canada bond yield plus 2.92%. The Series A Preferred Shares are redeemable by Veresen, at its option, on September 30, 2017 and on September 30 of every fifth year thereafter.

Holders of Series A Preferred Shares will have the right to convert all or any part of their shares into Cumulative Redeemable Preferred Shares, Series B (“Series B Preferred Shares”), subject to certain conditions, on September 30, 2017, and on September 30 of every fifth year thereafter. The holders of Series B Preferred Shares will be entitled to receive quarterly floating rate cumulative dividends, as and when declared by the Board of Directors of Veresen, at a rate equal to the sum of the then 90-day Government of Canada treasury bill rate plus 2.92%.

Veresen has granted the underwriters an option to purchase at the offering price an additional 2,000,000 Series A Preferred Shares exercisable in whole or in part at any time up to 6:30 AM (Calgary time) on the date that is two business days prior to closing. Should the option be fully exercised, the total gross proceeds of the Offering will be $200 million.

The Offering is expected to close on or about February 14, 2012. Net proceeds from the Offering will be used to reduce indebtedness, partially fund capital expenditures and for other general corporate purposes.

The Series A Preferred Shares will be issued pursuant to a prospectus supplement that will be filed with the securities regulatory authority in each of the provinces of Canada under Veresen’s short form base shelf prospectus dated August 22, 2011. An application has been made to list the Series A Preferred Shares and the Series B Preferred Shares on the Toronto Stock Exchange. The Offering is subject to receipt of all necessary regulatory and stock exchange approvals.

I have mixed feelings about this one. On the one had, it’s nice to see a new issuer. On the other hand, we already have lots of junk (it’s rated Pfd-3(high) by DBRS and the shelf prospectus was at P-3(high) by S&P). So, whatever.

Enbridge Inc. has announced:

that it has entered into an agreement with a group of underwriters to sell 12 million cumulative redeemable preference shares, series F (the “Series F Preferred Shares”) at a price of $25.00 per share for distribution to the public. Closing of the offering is expected on January 18, 2012.

The holders of Series F Preferred Shares will be entitled to receive fixed cumulative dividends at an annual rate of $1.00 per share, payable quarterly on the 1st day of March, June, September and December, as and when declared by the Board of Directors of Enbridge, yielding 4.00 per cent per annum, for the initial fixed rate period to but excluding June 1, 2018. The first quarterly dividend payment date is scheduled for June 1, 2012. The dividend rate will reset on June 1, 2018 and every five years thereafter at a rate equal to the sum of the then five-year Government of Canada bond yield plus 2.51 per cent. The Series F Preferred Shares are redeemable by Enbridge, at its option, on June 1, 2018 and on June 1 of every fifth year thereafter.

The holders of Series F Preferred Shares will have the right to convert their shares into cumulative redeemable preference shares, series G (the “Series G Preferred Shares”), subject to certain conditions, on June 1, 2018 and on June 1 of every fifth year thereafter. The holders of Series G Preferred Shares will be entitled to receive quarterly floating rate cumulative dividends, as and when declared by the Board of Directors of Enbridge, at a rate equal to the sum of the then 90-day Government of Canada treasury bill rate plus 2.51 per cent.

Enbridge has granted to the underwriters an option, exercisable at any time up to 48 hours prior to the closing of the offering, to purchase up to an additional 2 million Series F Preferred Shares at a price of $25.00 per share.

The offering is being made only in Canada by means of a prospectus. Proceeds will be used to partially fund capital projects, to reduce existing indebtedness and for other general corporate purposes of the Corporation and its affiliates.

The syndicate of underwriters is co-led by Scotia Capital Inc., RBC Capital Markets and TD Securities Inc.

Talisman Energy has announced:

that it has agreed to issue to a syndicate of underwriters led by RBC Capital Markets and CIBC for distribution to the public 8,000,000 Cumulative Redeemable Rate Reset First Preferred Shares, Series 1 (the “Series 1 Preferred Shares”). The Series 1 Preferred Shares will be issued at a price of $25.00 per Series 1 Preferred Share, for aggregate gross proceeds of $200 million. Holders of the Series 1 Preferred Shares will be entitled to receive a cumulative quarterly fixed dividend at an annual rate of 4.20% for the initial period ending December 31, 2016. Thereafter, the dividend rate will be reset every five years at a rate equal to the 5-year Government of Canada bond yield plus 2.77%.

Holders of Series 1 Preferred Shares will have the right, at their option, to convert their shares into Cumulative Redeemable Rate Reset First Preferred Shares, Series 2 (the “Series 2 Preferred Shares”), subject to certain conditions, on December 31, 2016 and on December 31 every five years thereafter. Holders of the Series 2 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 2.77%.

Talisman has granted the Underwriters an option, exercisable in whole or in part prior to closing, to purchase up to an additional 2,000,000 Series 1 Preferred Shares at the same offering price.

The net proceeds from this offering will be used to contribute to funding capital projects, reducing indebtedness and for general corporate purposes, as the need may arise and as management may consider appropriate at the time. The offering is expected to close on or about December 13, 2011.

The Series 1 Preferred Shares will be offered only in Canada by way of prospectus supplement to the short form base shelf prospectus of Talisman dated March 22, 2010.

As has often been the case in the past year, I am pleased to see a new issuer coming to market, but annoyed that it is another junk FixedReset! It’s interesting to see that their cost of funds is lower than last week’s MFC 4.40%+290 announcement.

Update, 2011-12-7: DBRS rates it as Pfd-3(high).

Manulife Financial Corporation has announced:

a Canadian public offering of Non-cumulative Rate Reset Class 1 Shares Series 5 (“Series 5 Preferred Shares”). Manulife will issue eight million Series 5 Preferred Shares priced at $25 per share to raise gross proceeds of $200 million. The offering will be underwritten by a syndicate of investment dealers led by RBC Capital Markets and Scotia Capital Inc. and is anticipated to qualify as Tier 1 capital for Manulife. The expected closing date for the offering is December 6, 2011. Manulife has also granted the underwriters an option, exercisable in whole or in part at any time up to 48 hours prior to closing, to purchase up to an additional two million Series 5 Preferred Shares. The maximum gross proceeds raised under the offering will be $250 million should this option be exercised in full. Manulife intends to file a prospectus supplement to its September 3, 2010 base shelf prospectus in respect of this issue.

“We issue preferred shares and other capital instruments from time to time to bolster capital, believing that this action is prudent when faced with uncertain market and economic conditions. Our capital position remains strong but we recognize that there could be pressure on our common share price and bond spreads if our capital ratios decline,” said Donald Guloien, President and CEO of Manulife.

Holders of the Series 5 Preferred Shares will be entitled to receive a non-cumulative quarterly fixed dividend yielding 4.40 per cent annually, as and when declared by the Board of Directors of Manulife, for the initial period ending December 19, 2016. Thereafter, the dividend rate will be reset every five years at a rate equal to the 5-year Government of Canada bond yield plus 2.90 per cent.

Holders of Series 5 Preferred Shares will have the right, at their option, to convert their shares into Non-cumulative Rate Reset Class 1 Shares Series 6 (“Series 6 Preferred Shares”), subject to certain conditions, on December 19, 2016 and on December 19 every five years thereafter. Holders of the Series 6 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 2.90 per cent.

The net proceeds from the offering will be utilized for general corporate purposes, which may include investments in subsidiaries.

TransAlta Corporation has announced:

that it has agreed to issue to a syndicate of underwriters led by CIBC, RBC Capital Markets and Scotia Capital Inc. for distribution to the public 8,000,000 Cumulative Rate Reset First Preferred Shares, Series C (the “Series C Shares”). The Series C Shares will be issued at a price of $25.00 per Series C Share, for aggregate gross proceeds of $200 million. Holders of the Series C Shares will be entitled to receive a cumulative quarterly fixed dividend yielding 4.60% annually for the initial period ending June 30, 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 3.10%.

Holders of Series C Shares will have the right, at their option, to convert their shares into Cumulative Floating Rate Reset First Preferred Shares, Series D (the “Series D Shares”), subject to certain conditions, on June 30, 2017 and on June 30 every five years thereafter. Holders of the Series D 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 3.10%.

TransAlta Corporation has granted the underwriters an option, exercisable in whole or in part prior to closing, to purchase up to an additional 2,000,000 Series C Shares at the same offering price. The Series C Shares will be offered by way of prospectus supplement under the short form base shelf prospectus of TransAlta Corporation dated November 15, 2011. The prospectus supplement will be filed with securities regulatory authorities in all provinces of Canada.

The net proceeds of the Offering will be used to partially fund capital projects, for other general corporate purposes and to reduce short term indebtedness of the Corporation and its affiliates. The offering is expected to close on or about November 30, 2011.

They announced shortly afterwards that they:

increased its previously announced bought deal financing to $275 million. TransAlta Corporation has agreed to issue to a syndicate of underwriters led by CIBC, RBC Capital Markets and Scotia Capital Inc. for distribution to the public 11,000,000 Cumulative Rate Reset First Preferred Shares, Series C (the “Series C Shares”). The Series C Shares will be issued at a price of $25.00 per Series C Share, for aggregate gross proceeds of $275 million.

Update 2011-11-24: Rated Pfd-3 by DBRS

Bell Aliant has announced:

that its subsidiary Bell Aliant Preferred Equity Inc. (the “Company”) will be issuing 4,000,000 Cumulative Rate Reset Preferred Shares, Series C (the “Series C Preferred Shares”), at a price of $25.00 per Series C Preferred Share, for aggregate gross proceeds of $100 million on a bought-deal basis to a syndicate of underwriters led by RBC Capital Markets, Scotia Capital and BMO Capital Markets.

The underwriters have been granted an over-allotment option to purchase an additional 600,000 Series C Preferred Shares at the offering price. Should the over-allotment option be fully exercised, the total gross proceeds of the Series C Preferred Share offering will be $115 million.

The Series C Preferred Shares will pay cumulative dividends of $1.1375 per share per annum, yielding 4.55 per cent, payable quarterly if, as and when declared by the Company’s board of directors (with the first quarterly dividend to be paid on March 31, 2012), for the initial five-year period ending March 31, 2017. The dividend rate will be reset on March 31, 2017 and every five years thereafter at a rate equal to the five-year Government of Canada bond yield plus 3.09 per cent. The Series C Preferred Shares will be redeemable by the issuer on or after March 31, 2017, in accordance with their terms.

Holders of the Series C Preferred Shares will have the right, at their option, to convert their shares into Cumulative Floating Rate Preferred Shares, Series D, (the “Series D Preferred Shares”) subject to certain conditions, on March 31, 2017 and on March 31 every five years thereafter. Holders of the Series D 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 3.09 per cent, if, as and when declared by the Company’s board of directors.

The Series C 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 to be filed with Canadian securities regulatory authorities in all Canadian provinces and territories. The offering is scheduled to close on or about December 7, 2011, subject to certain conditions, including obtaining all necessary regulatory approvals.

The net proceeds of this offering will be used to make a lump-sum voluntary contribution to certain of Bell Aliant’s pension plans and for general corporate purposes.

The ‘use of funds ‘ is fascinating, especially since their 11Q3 press release notes that they made a $200-million contribution in 11Q1. The 11Q3 report notes:

Net benefit plans cost included in operating costs (pension expense) in 2011 will be $60–$65 million based on a discount rate of 5.3 per cent and a long-term rate of return on plan assets of 6.1 per cent, up from a comparable 2010 IFRS-based pension expense of $53 million;

The Statement of Comprehensive Income includes $150.2-million “Actuarial losses on defined benefit pension (DB) and other post-employment benefits (OPEB) plans”; the year-to-date figure is $176.4-million. Note 5 of the 11Q3 report is kind of horrific …they have a “Net benefit obligation as at September 30, 2011” of a little over $1-billion. Maybe we’ll see some more preferred share issues from these guys!

The issue is rated Pfd-3(high) by DBRS.