Category: New Issues

Intact Financial Corporation has announced (although not yet on their website):

that it has entered into an agreement with a syndicate of underwriters led by TD Securities Inc. together with BMO Capital Markets, CIBC Capital Markets, National Bank Financial, RBC Capital Markets and Scotiabank pursuant to which the underwriters have agreed to purchase, on a bought deal basis, 4,000,000 Non-Cumulative Class A Shares, Series 11 (the “Series 11 Shares”) from Intact for sale to the public at a price of $25.00 per Series 11 Share (the “Offering Price”), representing aggregate gross proceeds of $100 million (the “Offering”).

Intact has granted the underwriters an underwriters’ option to purchase up to an additional 2,000,000 Series 11 Shares at the Offering Price, which option is exercisable at any time up to 48 hours before closing of the Offering. Should the underwriters’ option be fully exercised, the total gross proceeds of the Offering will be $150 million.

The Series 11 Shares will yield 5.25% per annum, payable quarterly, as and when declared by the Board of Directors of the Company. The Series 11 Shares will not be redeemable prior to March 31, 2027. On and after March 31, 2027, Intact may, on not less than 30 nor more than 60 days’ notice, redeem for cash the Series 11 Shares in whole or in part, at the Company’s option, at $26.00 per Series 11 Share if redeemed on or after March 31, 2027 and prior to March 31, 2028; $25.75 per Series 11 Share if redeemed on or after March 31, 2028 and prior to March 31, 2029; $25.50 per Series 11 Share if redeemed on or after March 31, 2029 and prior to March 31, 2030; $25.25 per Series 11 Share if redeemed on or after March 31, 2030 and prior to March 31, 2031; and $25.00 per Series 11 Share if redeemed on or after March 31, 2031, in each case together with all declared and unpaid dividends up to but excluding the date of redemption.

The Offering is expected to close on March 15, 2022. The net proceeds are expected to be used by Intact to fund a portion of the redemption price of all of the outstanding floating rate restricted notes (approximately $445 million, based on current exchange rates) of the Company’s subsidiary, RSA Insurance Group Limited (formerly RSA Insurance Group plc) and/or for general corporate purposes.

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

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., Scotia Capital Inc., CIBC World Markets Inc., National Bank Financial and iA Private Wealth Inc. The underwriters have agreed to buy 7,000,000 4.75% Cumulative Redeemable Second Preferred Shares Series HH at a price of $25.00 per share for aggregate gross proceeds of $175,000,000. 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, 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 HH Preferred Shares, to cover over-allotments, if any. Should the option be fully exercised, the total gross proceeds of the Series HH Preferred Share offering will be $201,250,000.

The Series HH 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 $1.1875 per share, to yield 4.75% annually. On or after March 1, 2027, the Corporation may redeem the Series HH 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, 2027, at $25.75 per share if redeemed during the 12 months commencing March 1, 2028, at $25.50 per share if redeemed during the 12 months commencing March 1, 2029, at $25.25 per share if redeemed during the 12 months commencing March 1, 2030, and at $25.00 per share if redeemed on or after March 1, 2031, in each case together with all accrued and unpaid dividends up to but excluding the date fixed for redemption.

The offering is being made only in the provinces of Canada by means of a short form prospectus and the closing date of the issue is expected to be on or about December 9, 2021.

Thanks to Assiduous Readern Peculiar_Investor for ensuring I was aware of this!

Power Corporation of Canada and Power Financial Corporation have announced:

that Power Financial has agreed to issue 8,000,000 Non-Cumulative First Preferred Shares, Series 23 in the capital of Power Financial (the “Series 23 Shares”) on a bought deal basis, for gross proceeds of $200 million. The Series 23 Shares will be priced at $25.00 per share and will carry an annual dividend yield of 4.50%. Closing is expected on or about October 15, 2021. The issue will be underwritten by a syndicate of underwriters led by BMO Capital Markets, RBC Capital Markets and Scotiabank.

The net proceeds of this offering will be used by Power Financial for general corporate purposes. Upon completion of the offering, Power Financial intends to redeem all of its outstanding $200 million First Preferred Shares, Series I.

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, Scotiabank, CIBC Capital Markets and TD Securities pursuant to which the underwriters have agreed to purchase, on a bought deal basis, 8,000,000 Non-Cumulative First Preferred Shares, Series Y (the “Series Y Shares”) from Lifeco for sale to the public at a price of $25.00 per Series Y Share, representing aggregate gross proceeds of $200,000,000.

The Series Y Shares will yield 4.50% per annum, payable quarterly, as and when declared by the Board of Directors of the Company. The Series Y Shares will not be redeemable prior to December 31, 2026. On or after December 31, 2026, Lifeco may, on not less than 30 nor more than 60 days’ notice, redeem for cash the Series Y Shares in whole or in part, at the Company’s option, at $26.00 per share if redeemed on or after December 31, 2026 and prior to December 31, 2027; $25.75 per share if redeemed on or after December 31, 2027 and prior to December 31, 2028; $25.50 per share if redeemed on or after December 31, 2028 and prior to December 31, 2029; $25.25 per share if redeemed on or after December 31, 2029 and prior to December 31, 2030; and $25.00 per share if redeemed on or after December 31, 2030, in each case together with all declared and unpaid dividends up to but excluding the date of redemption.

The net proceeds of the offering will be used for general corporate purposes. The Series Y Share offering is expected to close on October 8, 2021 and is subject to customary closing conditions.

Emera Incorporated has announced:

that it will issue 6,000,000 Cumulative Redeemable First Preferred Shares, Series L (the “Series L Preferred Shares”) at a price of $25.00 per share for aggregate gross proceeds of $150 million on a bought deal basis to a syndicate of underwriters in Canada led by TD Securities Inc. and CIBC Capital Markets. Emera has granted to the underwriters an option, exercisable at any time up to two business days prior to the closing of the offering, to purchase up to an additional 2,000,000 Series L Preferred Shares at a price of $25.00 per share (the “Underwriters’ Option”). If the Underwriters’ Option is exercised in full, the aggregate gross proceeds to Emera will be $200 million.

The holders of Series L Preferred Shares will be entitled to receive fixed cumulative preferential cash dividends at an annual rate of $1.15 per share, payable quarterly, as and when declared by the board of directors of the Company yielding 4.60% per annum. The initial dividend, if declared, will be payable on November 15, 2021 and will be $0.1638 per share, based on an anticipated closing date of September 24, 2021.

The Series L Preferred Shares will not be redeemable by the Company prior to November 15, 2026. On or after November 15, 2026 the Company may redeem all or any part of the then outstanding Series L Preferred Shares, at the Company’s option without the consent of the holder, by the payment of: $26.00 per share if redeemed before November 15, 2027; $25.75 per share if redeemed on or after November 15, 2027 but before November 15, 2028; $25.50 per share if redeemed on or after November 15, 2028 but before November 15, 2029;

$25.25 per share if redeemed on or after November 15, 2029 but before November 15, 2030; and $25.00 per share if redeemed on or after November 15, 2030, together, in each case, with all accrued and unpaid dividends up to but excluding the date fixed for redemption. The Series L Preferred Shares do not have a fixed maturity date and are not redeemable at the option of the holders of Series L Preferred Shares.

The offering is subject to the receipt of all necessary regulatory and stock exchange approvals. The net proceeds of the offering will be used for general corporate purposes.

The Series L Preferred Shares will be offered to the public in Canada by way of prospectus supplement to Emera’s short form base shelf prospectus dated March 12, 2021. The securities referred to herein have not been and will not be registered under the United States Securities Act of 1933, as amended, and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements.

They later announced:

that it has agreed to increase the size of its previously announced offering and issue 9,000,000 Cumulative Redeemable First Preferred Shares, Series L (the “Series L Preferred Shares”) at a price of $25.00 per share for aggregate gross proceeds of $225,000,000 on a bought deal basis to a syndicate of underwriters in Canada led by TD Securities Inc. and CIBC Capital Markets.

Emera Incorporated has announced (although not yet on their website):

that it will issue 8,000,000 Cumulative Minimum Rate Reset First Preferred Shares, Series J (the “Series J Preferred Shares”) at a price of $25.00 per share and at an initial annual dividend rate of 4.25 per cent, for aggregate gross proceeds of $200 million on a bought deal basis to a syndicate of underwriters in Canada led by Scotiabank and RBC Capital Markets. Emera has granted to the underwriters an option, exercisable at any time up to two business days prior to the closing of the offering, to purchase up to an additional 2,000,000 Series J Preferred Shares at a price of $25.00 per share (the “Underwriters’ Option”). If the Underwriters’ Option is exercised in full, the aggregate gross proceeds to Emera will be $250 million.

The holders of the Series J Preferred Shares will be entitled to receive fixed cumulative preferential cash dividends at an annual rate of $1.0625 per share, payable quarterly, as and when declared by the board of directors of Emera, yielding 4.25 per cent per annum, for the initial period ending on May 15, 2026. The first of such dividends, if declared, shall be payable on August 15, 2021, and shall be $0.38134 per Series J Preferred Share, based on the anticipated closing of the offering on April 6, 2021. The dividend rate will be reset on May 15, 2026 and every five years thereafter at a rate equal to the sum of the then five-year Government of Canada bond yield plus 3.28 per cent, provided that, in any event, such rate shall not be less than 4.25 per cent per annum. The Series J Preferred Shares are redeemable by Emera, at its option, on May 15, 2026 and on May 15 of every fifth year thereafter.

The holders of Series J Preferred Shares will have the right to convert their shares into Cumulative Floating Rate First Preferred Shares, Series K (the “Series K Preferred Shares”), subject to certain conditions, on May 15, 2026 and on May 15 of every fifth year thereafter. The holders of the Series K Preferred Shares will be entitled to receive quarterly floating rate cumulative preferential cash dividends, as and when declared by the board of directors of Emera, at a rate equal to the sum of the 90-day Government of Canada treasury bill rate at such time plus 3.28 per cent.

The offering is subject to the receipt of all necessary regulatory and stock exchange approvals. The net proceeds of the offering will be used for general corporate purposes.

The Series J Preferred Shares will be offered to the public in Canada by way of prospectus supplement to Emera’s short form base shelf prospectus dated March 12, 2021.

This is the first new FixedReset since CM FixedReset, 5.15%+362, NVCC from May 2019, so that’s pretty exciting!

Standard & Poor’s rates it P-3(high):

S&P Global Ratings today assigned its ‘BB+’ on the global scale and ‘P-3 (High)’ on the Canada National Preferred Share Scale issue-level ratings to Halifax, N.S.-based utility holding company Emera Inc.’s (Emera) C$200 million series J cumulative minimum rate reset first preferred shares, with an option of up to C$250 million. Emera intends to use the net proceeds from these preferred shares for general corporate purposes.

We expect to assign intermediate equity credit (50% equity) to the shares based on the proposed terms. Our intermediate equity treatment is largely premised on the instrument’s permanence, subordination, and deferability features, as defined under our criteria for hybrid securities.

The series J first preferred stock is perpetual, with no maturity date and no incentive to redeem the issue for a long-dated period, meeting our standards for permanence. In addition, the dividend payments are deferrable, fulfilling the deferability element in our criteria. Furthermore, the instrument is subordinated to all existing and future senior debt obligations, satisfying our condition for subordination.

For these reasons and based on our review of the proposed terms of these instruments, we rate the securities two notches below our ‘BBB’ issuer credit rating on Emera at ‘BB+’ on the global scale or ‘P-3 (High)’ under the Canada National Preferred Share Scale Ratings. For our most recent issuer credit rating rationale, see the research update on Emera published on March 24, 2020.

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

Update, 2021-10-03: This issue trades as EMA.PR.J

Update, 2026-03-27: Announcement on Emera’s website.

Announcement of completion of offering.

Partners Value Split Corp. has announced:

that it has entered into an agreement to sell 4,000,000 Class AA Preferred Shares, Series 12 (the “Series 12 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 12 Preferred Shares will be issued at a price of $25.00 per share, for gross proceeds of $100,000,000. The Series 12 Preferred Shares will carry a fixed coupon of 4.40% and will have a final maturity of February 29, 2028. The Series 12 Preferred Shares are expected to receive a provisional rating of Pfd-2 (low) from DBRS Limited. The net proceeds of the offering will be used to partially fund the redemption of the Company’s Class AA Preferred Shares, Series 7.

The Company has granted the underwriters an over-allotment option to purchase up to an additional 600,000 Series 12 Preferred Shares at the same offering price, exercisable in whole or part at any time for a period of up to 30 days following closing of the offering, which, if exercised in full, would increase the gross offering size to $115,000,000. Closing of the offering is expected to occur on or about April 12, 2021.

The Company owns a portfolio consisting of approximately 119,611,000 Class A Limited Voting Shares of Brookfield Asset Management Inc. (the “Brookfield Shares”) which is 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 Shares. Brookfield Asset Management Inc. (“BAM”) is a leading global alternative asset manager with approximately US$600 billion of assets under management across real estate, infrastructure, renewable power, private equity and credit. BAM owns and operates long-life assets and businesses, many of which form the backbone of the global economy. Utilizing its global reach, access to large-scale capital and operational expertise, BAM offers a range of alternative investment products to investors around the world—including public and private pension plans, endowments and foundations, sovereign wealth funds, financial institutions, insurance companies and private wealth investors. BAM is listed on the New York Stock Exchange and Toronto Stock Exchange under the symbol BAM and BAM.A respectively.

Given that the directors and officers of PVS:

• Frank N.C. Lochan
• James L.R. Kelly
• Ralph J. Zarboni
• Brian D. Lawson
• Leslie Yuen
• Bryan Sinclair
• Loretta M. Corso

continue to be a useless pack of bozos, this information is not yet available on the company website.

Update, 2021-3-22: Wonder of wonders, there is actually an update to this press release posted on their website! Partners Value Split Corp. has announced:

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 6,000,000 Class AA Preferred Shares, Series 12 (the “Series 12 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 12 Preferred Shares will be issued at a price of $25.00 per share, for gross proceeds of $150,000,000. The Series 12 Preferred Shares will carry a fixed coupon of 4.40% and will have a final maturity of February 29, 2028. The Series 12 Preferred Shares are expected to receive a provisional rating of Pfd-2 (low) from DBRS Limited. The net proceeds of the offering will be used to fund the redemption of the Company’s Class AA Preferred Shares, Series 7.

The Company has granted the underwriters an over-allotment option to purchase up to an additional 900,000 Series 12 Preferred Shares at the same offering price, exercisable in whole or part at any time for a period of up to 30 days following closing of the offering, which, if exercised in full, would increase the gross offering size to $172,500,000. Closing of the offering is expected to occur on or about April 12, 2021.

Sagen MI Canada Inc. has announced:

that it has agreed to issue 4,000,000 non-cumulative Class A Preferred Shares, Series 1 (the “Series 1 Shares”) on a bought deal basis, for gross proceeds of C$100 million (the “Offering”). The Series 1 Shares will be priced at C$25.00 per share and will entitle holders thereof to fixed, non-cumulative dividends if, as and when declared by the board of directors of the Company with an annual dividend yield of 5.40%. Closing is expected to occur on or about February 18, 2021. The issue will be underwritten by a syndicate of underwriters led by BMO Capital Markets, CIBC World Markets, National Bank Financial, RBC Capital Markets, Scotia Capital and TD Securities.

The Company intends to use the net proceeds of the Offering to strengthen the Company’s capital base, for distributions to shareholders (subject to the completion of the previously announced plan of arrangement pursuant to which Brookfield Business Partners L.P., together with certain of its affiliates and institutional partners (“Brookfield”), will acquire all of the outstanding common shares of the Company not already owned by Brookfield), and/or for general corporate purposes.

So on the one hand, it’s great to see a new issuer. On the other hand, it’s yet another member of the Brookfield empire.

And it’s great to see a new Straight Perpetual. On the other hand, it’s small.

DBRS rates the issue Pfd-2(high) Trend-Negative without discussion.

S&P rates the issue P-2(low):

S&P Global Ratings said today it assigned its ‘P-2(Low)’ Canada scale and ‘BBB-‘ global scale preferred stock ratings to Sagen MI Canada Inc.’s (BBB+/Negative/–) C$100 million 5.40% fixed-rate non-cumulative Series 1 Class A preferred shares.

The rating on the preferred shares is two notches below our long-term issuer credit rating on Sagen, reflecting subordination and the dividend deferability. The preference shares will rank in parity with all future class A preferred shares, and they will rank junior to the policyholders’ obligations, and to all existing and future indebtedness of Sagen. We assign an intermediate equity content to these preference shares.

To satisfy public float requirement under the Canadian Insurance Company Act, the preference shares will carry 35% voting rights. The voting rights will commence on the date on which Falcon Holdings L.P. becomes the holder of more than 65% of Sagen’s issued and outstanding common shares and continuing until Sagen or any of its subsidiaries are no longer subject to the public float requirement or until it is not necessary that the preference shares carry such rights in order to satisfy the public float requirement. Brookfield Business Partners L.P., together with certain of its affiliates, and institutional partners will gain full ownership of the issued and outstanding common shares of Sagen through the intermediate holding company, Falcon Holdings, once the transaction closes in the first half of 2021.

The company intends to use the net proceeds from this offering for general corporate purposes. With the new issuance, Sagen’s pro forma financial leverage as of year-end 2020 will modestly increase to 16.9% from 15.1%, while the fixed-charge coverage ratio will remain what we consider strong at more than 10x.