Category: New Issues

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.

RioCan Real Estate Investment Trust has announced:

that it has reached an agreement to issue to the public on a bought deal basis, subject to regulatory approval, 5.2 million Cumulative Rate Reset Preferred Trust Units, Series C (the “Series C Units”) at a price of $25 per unit for aggregate gross proceeds of $130 million.

The Series C Units are being issued by a syndicate of underwriters co-led by RBC Capital Markets, CIBC and TD Securities Inc. The Series C Units will pay fixed cumulative distributions of $1.1750 per unit per annum, yielding 4.70% per annum, payable on the last day of March, June, September and December of each year, as and when declared by the board of trustees of RioCan, for the initial approximately five and a half-year period ending June 30, 2017. The first quarterly distribution, if declared, shall be payable on December 31, 2011 and shall be $0.0998 per unit, based on the anticipated closing of the offering of Series C Units of November 30, 2011. The distribution rate will be reset on June 30, 2017 and every five years thereafter at a rate equal to the sum of the then five-year Government of Canada bond yield and 3.18%. The Series C Units are redeemable by RioCan, at its option, on June 30, 2017 and on June 30 of every fifth year thereafter.

Holders of Series C Units will have the right to reclassify all or any part of their units as Cumulative Floating Rate Preferred Trust Units, Series D (the “Series D Units”), subject to certain conditions, on June 30, 2017 and on June 30 of every fifth year thereafter. Such reclassification privilege may be subject to certain tax considerations (to be disclosed in the prospectus supplement). Holders of Series D Units will be entitled to receive a cumulative quarterly floating distribution at a rate equal to the sum of the then 90-day Government of Canada Treasury Bill yield plus 3.18%, as and when declared by the board of trustees of RioCan.

The Series C Units and the Series D Units will rank equally with each other and with the outstanding Series A Preferred Trust Units and the Series B Preferred Trust Units into which they may be reclassified.

DBRS Limited (“DBRS”) has assigned a preliminary rating of Pfd-3 (High) for the Series C Units. It is a condition of closing that Standard & Poor’s, a division of the McGraw Hill Companies, Inc. (“S&P”) assign a rating of P-3 (High) for the Series C Units.

RioCan has also granted the underwriters an option, exercisable at any time up to 48 hours prior to the closing of the offering, to purchase a further 780,000 Series C Units at the issue price which, if fully exercised, would result in additional gross proceeds of $19.5 million.

RioCan will use a portion of the proceeds from this offering to redeem its $120 million 5.70% Series K senior unsecured debentures due September 11, 2012 and the balance to repay certain indebtedness, for property acquisitions, to fund development and for general trust purposes.

The offering is being made under RioCan’s amended and restated base shelf short form prospectus dated December 21, 2010 amending and restating the base shelf short form prospectus dated July 6, 2010. The terms of the offering will be described in a prospectus supplement to be filed with Canadian securities regulators. The offering is expected to close on or about November 30, 2011.

DBRS Rates Pfd-3(high):

DBRS has today assigned a rating of Pfd-3 (high) with a Stable trend to the new 5.2 million cumulative five-year rate-reset preferred trust units, Series C (the Preferred Units) issued by RioCan Real Estate Investment Trust (RioCan or the Trust) for total proceeds of $130 million.

The Preferred Units will rank pari passu with every other series and will rank prior to RioCan’s trust units as to the payment of distributions and return of capital in the event of the liquidation, dissolution or winding up of the Trust.

RioCan will use a portion of the proceeds from this offering to redeem its $120 million 5.70% Series K senior unsecured debentures due September 11, 2012, and the balance to repay certain indebtedness, for property acquisitions, to fund development and for general trust purposes.

S&P rates P-3H:

• We assigned our ‘BB+’ global scale rating and our ‘P-3 (High)’ Canadian national scale rating to RioCan’s series C cumulative rate reset preferred trust units.
• The company plans to use net proceeds for general corporate purposes, including debt repayment, and to fund acquisitions and development.
• Our ratings on RioCan reflect the company’s leading market position as a retail landlord in Canada, the stability of its cash flow, and its adequate liquidity profile.
• The outlook is stable as the company’s well-leased portfolio should generate cash flow growth which, along with recent refinancing activity, supports our expectation for modest improvement to debt coverage measures over the next year.

Enbridge has announced:

that it has entered into an agreement with a group of underwriters to sell 12 million cumulative redeemable preference shares, series D (the “Series D Preferred Shares”) at a price of $25.00 per share for distribution to the public. Closing of the offering is expected on November 23, 2011.

The holders of Series D 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 ending March 1, 2018. The first quarterly dividend payment date is scheduled for March 1, 2012. The dividend rate will reset on March 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 2.37 per cent. The Series D Preferred Shares are redeemable by Enbridge, at its option, on March 1, 2018 and on March 1 of every fifth year thereafter.

The holders of Series D Preferred Shares will have the right to convert their shares into cumulative redeemable preference shares, series E (the “Series E Preferred Shares”), subject to certain conditions, on March 1, 2018 and on March 1 of every fifth year thereafter. The holders of Series E 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 2.37 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 D 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 TD Securities Inc. RBC Capital Markets and Scotia Capital Inc.

It was super-sized shortly afterwards:

Enbridge Inc. (TSX:ENB)(NYSE:ENB) today announced that as a result of strong investor demand for its previously announced offering of cumulative redeemable preference shares, series D (the “Series D Preferred Shares”), the size of the offering has been increased to 18 million Series D Preferred Shares. The aggregate gross proceeds will now be $450 million.

Update, 2011-11-17: DBRS rates Pfd-2(low).

Sun Life Financial has announced:

a Canadian public offering of $250 million of Class A Non-Cumulative Rate Reset Preferred Shares Series 12R (the “Series 12R Shares”). The Series 12R Shares will be issued to the public at a price of $25.00 per share and holders will be entitled to receive non-cumulative preferential fixed quarterly dividends for the initial period ending December 31, 2016, as and when declared by the Company’s board of directors, payable in the amount of $0.26563 per Preferred Share, to yield 4.25 per cent annually.

On December 31, 2016, and every five years thereafter, the dividend rate will reset at a rate equal to the 5-Year Government of Canada bond yield plus 2.73 per cent. Subject to certain conditions, holders may elect to convert any or all of their Series 12R Shares into an equal number of Class A Non-Cumulative Floating Rate Preferred Shares Series 13QR (the “Series 13QR Shares”) on December 31, 2016 and on the 31st of December every fifth year thereafter. Holders of the Series 13QR Shares will be entitled to receive non-cumulative preferential floating rate quarterly dividends, as and when declared by the Company’s board of directors, equal to the then 3-month Government of Canada Treasury Bill yield plus 2.73 per cent.

The net proceeds of the offering will be used for general corporate purposes. The offering will be underwritten by a syndicate led by Scotia Capital Inc., CIBC and TD Securities Inc. on a bought deal basis, and is expected to close on November 10, 2011. The proceeds from this domestic public offering are expected to qualify as Tier 1 capital of Sun Life Financial Inc. under current capital adequacy guidelines established by the Office of the Superintendent of Financial Institutions (OSFI).

The underwriters have been granted an option to purchase up to an additional $50 million of the Series 12R Shares exercisable at any time up to two business days before closing. The maximum gross proceeds raised under the offering will be $300 million if this option is exercised in full.

Subject to regulatory approval, Sun Life Financial Inc. may redeem the Series 12R Shares in whole or in part on December 31, 2016 and on the 31st of December every five years thereafter.

An application is being made to list the Series 12R Shares as of the closing date on the Toronto Stock Exchange.

Sun Life also announced the redemption of some SLEECS:

Sun Life Capital Trust, a subsidiary of Sun Life Financial Inc. (TSX: SLF) (NYSE: SLF), today announced its intention to redeem at par on December 31, 2011, all of its outstanding $950 million principal amount of Sun Life ExchangEable Capital Securities-Series A (the “SLEECS-Series A”). The SLEECS-Series A are redeemable at the Trust’s option on December 31, 2011, at a redemption price per SLEECS-Series A equal to $1,000 plus unpaid “indicated yield” to that date. Notice will be delivered to holders of SLEECS-Series A in accordance with the terms outlined in the prospectus for the SLEECS-Series A.

After the SLEECS-Series A are redeemed, holders of SLEECS-Series A will cease to be entitled to distributions of “indicated yield” and will not be entitled to exercise any rights as holders other than to receive the redemption price.

Brookfield Asset Management has announced:

that it has agreed to issue 7,000,000 Preferred Shares, Series 30 on a bought deal basis to a syndicate of underwriters led by CIBC, RBC Capital Markets, Scotia Capital Inc. and TD Securities Inc. for distribution to the public. The Preferred Shares, Series 30 will be issued at a price of $25.00 per share, for aggregate gross proceeds of CDN$175,000,000. Holders of the Preferred Shares, Series 30 will be entitled to receive a cumulative quarterly fixed dividend yielding 4.80% annually for the initial period ending December 31, 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 2.96%.

Holders of Preferred Shares, Series 30 will have the right, at their option, to convert their shares into cumulative Preferred Shares, Series 31, subject to certain conditions, on December 31, 2017 and on December 31 every five years thereafter. Holders of the Preferred Shares, Series 31 will be entitled to receive cumulative quarterly floating dividends at a rate equal to the three-month Government of Canada Treasury Bill yield plus 2.96%.

Brookfield Asset Management Inc. has granted the underwriters an option, exercisable until 48 hours prior to closing, to purchase up to an additional 3,000,000 Preferred Shares, Series 30 which, if exercised, would increase the gross offering size to $250,000,000. The Preferred Shares will be offered in all provinces of Canada by way of a supplement to Brookfield Asset Management Inc.’s existing short form base shelf prospectus dated June 7, 2011.

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

Given that BAM agreed on October 19 to take up 30% of the $588-million BIP.UN new issue, I suggest that it’s not too hard to figure out what those “general corporate purposes” might be!

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

Update, 2011-11-14: Finalized Pfd-2(low) from DBRS.

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 b (the “Series B Preferred Shares”) at a price of $25.00 per share for distribution to the public. Closing of the offering is expected on or about September 30, 2011.

The holders of Series B 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 ending June 1, 2017. The first quarterly dividend payment date is scheduled for March 1, 2012. The dividend rate will reset on June 1, 2017 and every five years thereafter at a rate equal to the sum of the then five-year Government of Canada bond yield plus 2.40% per cent. The Series B Preferred Shares are redeemable by Enbridge, at its option, on June 1, 2017 and on June 1 of every fifth year thereafter.

The holders of Series B Preferred Shares will have the right to convert their shares into cumulative redeemable preferred shares series C (the “Series C Preferred Shares”), subject to certain conditions, on June 1, 2017 and on June 1 of every fifth year thereafter. The holders of Series C 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 2.40% 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 two million Series B 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 reduce outstanding indebtedness, for capital expenditures and for general corporate purposes.

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

It is my understanding that the issue has been biggie-sized to $500-million, but I don’t see anything from the company about this.

Update: Rated Pfd-2(low) by DBRSDBRS has today assigned a rating of Pfd-2 (low) with a Stable trend to Enbridge Inc.’s (Enbridge’s or the Company’s) $500 million Cumulative Redeemable Preferred Shares, Series B (the Series B Preferred Shares), which have a dividend rate of 4.0% per annum, payable quarterly for the initial five-year period ending June 1, 2017. The dividend rate will reset on June 1, 2017, and every five years thereafter at a rate equal to the sum of the then five-year Government of Canada bond yield plus 2.40%. The Series B Preferred Shares are redeemable by Enbridge on June 1, 2017, and on June 1 every five years thereafter.

Canadian Utilities first 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 Scotia Capital Inc. The underwriters have agreed to buy 8 million 4.00% Cumulative Redeemable Second Preferred Shares Series Y at a price of $25.00 per share for aggregate gross proceeds of $200 million. The proceeds will be used for capital expenditures, to repay indebtedness and for other general corporate purposes.

Canadian Utilities Limited has granted the underwriters an option to purchase at the offering price an additional 2 million Series Y Preferred Shares exercisable in whole or in part at any time up to 9:00 AM on the date that is 2 days prior to closing. Should the option be fully exercised, the total gross proceeds of the Series Y Preferred Share offering will be $250 million.

The Series Y 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 for an initial period of five and a half years, as and when declared by the Board of Directors of the Corporation, at an annual rate of $1.00 per share, to yield 4.00% annually. Thereafter, the dividend rate will reset every five years to the then current 5-Year Government of Canada Bond yield plus 2.40%. On June 1, 2017, and on June 1 of every fifth year thereafter, the Corporation may redeem the Series Y Preferred Shares in whole or in part at par.

Holders may elect to convert any or all of their Series Y Preferred Shares into an equal number of Cumulative Redeemable Second Preferred Shares Series Z on June 1, 2017, and on June 1 of every fifth year thereafter.

Holders of the Series Z Preferred Shares will be entitled to receive quarterly floating rate cumulative preferential cash dividends, as and when declared by the Board of Directors of the Corporation, equal to the then current 3-month Government of Canada Treasury Bill yield plus 2.40%. On June 1 of every fifth year after conversion, the Corporation may redeem the Series Z Preferred Shares in whole or in part at par; on any other date, the Corporation may redeem the Series Z Preferred Shares in whole or in part by the payment of $25.50 for each share to be redeemed.

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 September 21, 2011.

They later announced:

that as a result of strong investor demand for its previously announced offering of Cumulative Redeemable Second Preferred Shares Series Y, the size of the offering has been increased to 11 million shares. The aggregate gross proceeds will now be $275 million. The proceeds will be used for capital expenditures, to repay indebtedness and for other general corporate purposes.

Canadian Utilities Limited has granted the underwriters an option to purchase at the offering price an additional 2 million Series Y Preferred Shares exercisable in whole or in part at any time up to 9:00 AM on the date that is 2 days prior to closing. Should the option be fully exercised, the total gross proceeds of the Series Y Preferred Share offering will be $325 million.

Update, 2011-9-15: DBRS assigns Pfd-2(high).

Brookfield Office Properties has announced:

that it has agreed to issue to a syndicate of underwriters led by RBC Capital Markets, CIBC, Scotia Capital Inc. and TD Securities Inc., for distribution to the public, eight million Class AAA Preferred Shares, Series R. The Preferred Shares, Series R will be issued at a price of C$25.00 per share, for aggregate proceeds of C$200 million. Holders of the Preferred Shares, Series R will be entitled to receive a cumulative quarterly fixed dividend yielding 5.10% annually for the initial 5-year period ending September 30, 2016. Thereafter, the dividend rate will be reset every five years at a rate equal to the five-year Government of Canada bond yield plus 3.48%.

Holders of Preferred Shares, Series R will have the right, at their option, to convert their shares into cumulative Preferred Shares, Series S, subject to certain conditions, on September 30, 2016 and on September 30 every five years thereafter. Holders of Preferred Shares, Series S will be entitled to receive cumulative quarterly floating dividends at a rate equal to the 90-day Government of Canada Treasury Bill yield plus 3.48%.

Brookfield Office Properties has granted the underwriters an option, exercisable in whole or in part anytime up to two business days prior to closing, to purchase an additional two million Preferred Shares, Series R at the same offering price. Should the option be fully exercised, the total gross proceeds of the financing will be C$250 million.

The Preferred Shares, Series R will be offered by way of a prospectus supplement to the short-form base shelf prospectus of Brookfield Office Properties dated December 15, 2009. The prospectus supplement will be filed with securities regulatory authorities in all provinces of Canada.

The net proceeds of the issue will be added to the general funds of Brookfield Office Properties and be used for general corporate purposes, including, but not limited to, the repayment or refinancing of debt, acquisitions, capital expenditures and working capital needs. The offering is expected to close on or about September 2, 2011.

Update, 2011-8-26: P-3(high) from S&P:

• We assigned our ‘BB+’ global scale rating and our ‘P-3 (High)’ Canadian national scale rating to Brookfield Office Properties Inc.’s new 5.1% C$200 million series R preferred share issue.
• The preferred shares will be listed on the Toronto Stock Exchange.
• Our ratings on Brookfield acknowledge its good-quality office portfolio, long-term leases, and in-place rents that are, on average, below current market rents.

Intact Financial Corporation has announced:

that it has entered into an agreement to issue and sell 9,000,000 Non-cumulative Rate Reset Class A Shares Series 3 (the “Series 3 Preferred Shares”), at a price of $25.00 per Series 3 Preferred Share, for aggregate gross proceeds of $225 million on a bought deal basis to a syndicate of underwriters led by CIBC, RBC Capital Markets, Scotia Capital Inc. and TD Securities Inc. IFC has granted the underwriters the option to purchase up to an additional 1,000,000 Series 3 Preferred Shares, at a price of $25.00, at any point up to 48 hours prior to closing of the offering.

IFC intends to use the net proceeds of the offering, together with borrowings under acquisition credit facilities previously arranged by IFC, the proceeds of a previously announced subscription receipt offering, the net proceeds from a previously announced private placement of medium term notes, the net proceeds of a previously announced preferred share offering and a portion of IFC’s existing cash resources, to fund the purchase price for its previously announced acquisition of all of the issued and outstanding shares of AXA Canada (the “Acquisition”). The closing of the Acquisition is expected to occur in the fall of 2011 subject to receipt of required competition and insurance regulatory approvals and the satisfaction of certain closing conditions. The offering is not conditional upon closing of the Acquisition; if the Acquisition is not completed, the net proceeds will be used for general corporate purposes.

The holders of Series 3 Preferred Shares will be entitled to receive fixed non-cumulative preferential cash dividends, as and when declared by the Board of Directors of Intact, on a quarterly basis (with the first quarterly dividend to be paid on September 30, 2011), for the initial fixed rate period ending on September 30, 2016, based on an annual rate of 4.20%. The dividend rate will be reset on September 30, 2016 and every five years thereafter at a rate equal to the 5-year Government of Canada bond yield plus 2.66%.

Holders of the Series 3 Preferred Shares will have the right, at their option, to convert their Series 3 Preferred Shares into Non-cumulative Floating Rate Class A Shares Series 4 (the “Series 4 Preferred Shares”), subject to certain conditions, on September 30, 2016 and on September 30 every five years thereafter. The holders of Series 4 Preferred Shares will be entitled to receive floating rate non-cumulative preferential cash dividends, as and when declared by the Board of Directors of Intact, at a rate equal to the 90-day Canadian Treasury Bill rate plus 2.66%.

DBRS Limited has assigned a provisional rating of Pfd-2 (low) for the Series 3 Preferred Shares.

The Series 3 Preferred Shares will be offered for sale to the public in each of the provinces and territories of Canada pursuant to a prospectus supplement to be filed with the Canadian securities regulatory authorities. The offering is scheduled to close on or about August 18, 2011.

The issue will be tracked by HIMIPref™. In accordance with my policy on insurance holding companies, I am treating this as a DeemedRetractible (of the FixedReset variety, of course; it will be included in the FixedReset subindex) and have added a maturity at 25.00 on 2022-1-31 to the call schedule.

Sun Life Financial has announced:

a Canadian public offering of $200 million of Class A Non-Cumulative Rate Reset Preferred Shares Series 10R (the “Series 10R Shares”). The Series 10R Shares will be issued to the public at a price of $25.00 per share and holders will be entitled to receive non-cumulative preferential fixed quarterly dividends for the initial period ending September 30, 2016, as and when declared by the Company’s board of directors, payable in the amount of $0.24375 per Preferred Share, to yield 3.90 per cent annually.

On September 30, 2016, and every five years thereafter, the dividend rate will reset at a rate equal to the 5-Year Government of Canada bond yield plus 2.17 per cent. Subject to certain conditions, holders may elect to convert any or all of their Series 10R Shares into an equal number of Class A Non-Cumulative Floating Rate Preferred Shares Series 11QR (the “Series 11QR Shares”) on September 30, 2016 and on the 30th of September every fifth year thereafter. Holders of the Series 11QR Shares will be entitled to receive non-cumulative preferential floating rate quarterly dividends, as and when declared by the Company’s board of directors, equal to the then 3-month Government of Canada Treasury Bill yield plus 2.17 per cent.

The net proceeds of the offering will be used for general corporate purposes. The offering will be underwritten by a syndicate led by Scotia Capital Inc., BMO Capital Markets and RBC Dominion Securities on a bought deal basis, and is expected to close on August 12, 2011. The proceeds from this domestic public offering are expected to qualify as Tier 1 capital of Sun Life Financial Inc. under current capital adequacy guidelines established by the Office of the Superintendent of Financial Institutions (OSFI).

Subject to regulatory approval, Sun Life Financial Inc. may redeem the Series 10R Shares in whole or in part on September 30, 2016 and on the 30th of September every five years thereafter.

An application is being made to list the Series 10R Shares as of the closing date on the Toronto Stock Exchange.

This issue does not appear to have a NVCC clause, so I have added a DeemedMaturity for 2022-1-31 at 25.00 to the call schedule for analytical purposes.