Category: New Issues

Emera Inc. has announced a new issue, but no press release is available as yet.

Issue Name: Emera Inc. Cumulative 5-Year Rate Reset First Preferred Shares, Series A

Issue Size: 6-million shares (= $150-million) + greenshoe 2-million (=$50-million)

Dividends: 4.40% p.a. (=$1.10), payable quarterly F/M/A/N. Initial dividend payable 2010-8-15 for $0.2230, assuming closing 2010-6-2. Dividend resets on Exchange Dates to 5-Year Canadas + 184bp.

Redeemable on Exchange Dates at $25.00.

Exchangeable to and from Floaters on Exchange Dates. Floaters pay 3-month Bills +184bp, reset quarterly, and are callable on Exchange Dates at 25.00 and at $25.50 at all other times.

First Exchange Date is 2015-8-15. Subsequent Exchange Dates every five years following.

Ratings are split: S&P has them at P-2(low); DBRS calls the Pfd-3(high)

Emera has no preferred shares currently outstanding. Nova Scotia Power is one of its wholly owned subsidiaries, but that company has only one wierd, lightly traded retractible (NSI.PR.D).

The closest comparators in the PerpetualDiscount field are TCA.PR.X and TCA.PR.Y (not very good, since TCA is a regulated sub of TRP and a better credit, but we do what we can), which are currently trading to yield about 6.2%. Plugging that in to the BERS Calculation routine shows a Break-Even Rate Shock of 277bp; down significantly from SLF.PR.G at 384bp and BNS.PR.Y at 318bp but still ludicrously overpriced.

CIU.PR.B is worthy of note as a comparator, yielding 4.32% to its expected call date 2014-6-1 and is far more likely to be called. TRP.PR.A yields 4.35% to perpetuity, given a constant GOC-5 rate of 2.32%. Applying that rate to the EMA issue results in a yield-to-perpetuity of 4.24%.

The Bank of Canada quoted five-years at 2.62% as of May 21, but Canadian Bond Indices quotes them at 2.35% at the close today, so take your pick.

Sun Life Financial has announced:

a Canadian public offering of $250 million of Class A Non-Cumulative Rate Reset Preferred Shares Series 8R (the “Series 8R Shares”). The Series 8R 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 June 30, 2015, as and when declared by the Company’s board of directors, payable in the amount of $0.271875 per Preferred Share, to yield 4.35 per cent annually.

On June 30, 2015, and every five years thereafter, the dividend rate will reset at a rate equal to the 5-Year Government of Canada bond yield plus 1.41 per cent. Subject to certain conditions, holders may elect to convert any or all of their Series 8R Shares into an equal number of Class A Non-Cumulative Floating Rate Preferred Shares Series 9QR (the “Series 9QR Shares”) on June 30, 2015 and on the 30th of June every fifth year thereafter. Holders of the Series 9QR 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 1.41 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., RBC Dominion Securities Inc. and TD Securities Inc. on a bought deal basis, and is expected to close on May 25, 2010. 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 8R 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 8R Shares in whole or in part on June 30, 2015 and on the 30th of June every five years thereafter.

An application is being made to list the Series 8R Shares as of the closing date on the Toronto Stock Exchange.

This strikes me as being an extremely expensive issue. SLF PerpetualDiscounts (there are five of them, A-E) are tightly clustered in yield at about 6.50%, meaning that the spread for the FixedReset is -235bp. Plugging these numbers into the Breakeven Rate Shock Calculator (which I have discussed in a free publication and at greater length in a 2009 issue of PrefLetter), we find that the Break-Even Rate Shock is enormous, at 384bp. The last new FixedReset issue (BNS 3.85%+100, was comparatively cheap, with a shock of only (!) 318bp.

Nor has it escaped my notice that SLF.PR.F (which commenced trading about a year ago), at 6.00%+379 yields 4.40% to its expected call date and is much more likely to be called.

The Bank of Nova Scotia has announced:

a domestic public offering of 10 million non-cumulative 3.85% 5-year rate reset preferred shares Series 30 (the “Preferred Shares Series 30”) at a price of $25.00 per share, for gross proceeds of $250 million.

Holders of Preferred Shares Series 30 will be entitled to receive a non-cumulative quarterly fixed dividend for the initial period ending April 25, 2015 yielding 3.85% per annum, as and when declared by the Board of Directors of Scotiabank. Thereafter, the dividend rate will reset every five years at a rate equal to 1.00% over the 5-year Government of Canada bond yield. Holders of Preferred Shares Series 30 will, subject to certain conditions, have the right to convert all or any part of their shares to non-cumulative floating rate preferred shares Series 31 (the “Preferred Shares Series 31”) of Scotiabank on April 26, 2015 and on April 26 every five years thereafter.

Holders of the Preferred Shares Series 31 will be entitled to receive a non-cumulative quarterly floating dividend at a rate equal to the 3-month Government of Canada Treasury Bill yield plus 1.00%, as and when declared by the Board of Directors of Scotiabank. Holders of Preferred Shares Series 31 will, subject to certain conditions, have the right to convert all or any part of their shares to Preferred Shares Series 30 on April 26, 2020 and on April 26 every five years thereafter.

The Bank has agreed to sell the Preferred Shares Series 30 to a syndicate of underwriters led by Scotia Capital Inc. on a bought deal basis. The Bank has granted to the underwriters an option to purchase up to an additional 2 million Preferred Shares Series 30 at closing, which option is exercisable by the underwriters any time up to 48 hours before closing.

Closing is expected to occur on or after April 12, 2010. This domestic public offering is part of Scotiabank’s ongoing and proactive management of its Tier 1 capital structure.

Plus-100 is an awfully skinny spread against five-year Canadas and I suspect – basically for the first time, when it comes to bank FixedResets – that this really is intended to be perpetual money.

It is somewhat amusing that BNS is the first bank in a long while to be offering FixedResets – their brokerage arm has been insisting that no such issuance is likely due to proposed Tier 1 rules – an assertion I never understood.

Update: Using the Break-Even Rate Shock Calculator with values of 5.91% yield on BNS Straights and a 5-year term to reset, the Break-Even Rate Shock for this issue is a stunning 318bp.

TransCanada Corporation has announced:

that it will issue 12 million cumulative redeemable first preferred shares, series 3 (the “Series 3 Preferred Shares”) at a price of $25.00 per share, for aggregate gross proceeds of $300 million on a bought deal basis to a syndicate of underwriters in Canada led by Scotia Capital Inc., and RBC Capital Markets.

The holders of Series 3 Preferred Shares will be entitled to receive fixed cumulative dividends at an annual rate of $1.00 per share, payable quarterly, as and when declared by the board of directors of TransCanada, yielding 4.00 per cent per annum, for the initial five-year period ending June 30, 2015 with the first dividend payment date scheduled for June 30, 2010. The dividend rate will reset on June 30, 2015 and every five years thereafter at a rate equal to the sum of the then five-year Government of Canada bond yield plus 1.28 per cent. The Series 3 Preferred Shares are redeemable by TransCanada, at its option, on June 30, 2015 and on June 30 of every fifth year thereafter.

The holders of Series 3 Preferred Shares will have the right to convert their shares into cumulative redeemable first preferred shares, series 4 (the “Series 4 Preferred Shares”), subject to certain conditions, on June 30, 2015 and on June 30 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 of TransCanada, at a rate equal to the sum of the then 90-day Government of Canada treasury bill rate plus 1.28 per cent.

TransCanada 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 3 Preferred Shares at a price of $25.00 per share.

The anticipated closing date is March 11, 2010. 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 TransCanada and its affiliates, which short term indebtedness was used to fund TransCanada’s capital program and for general corporate purposes.

There’s a narrow spread for you!

TRP.PR.A, a FixedReset 4.60%+192 closed last night at 26.01-05 to yield 3.62-58% to its first call 2014-12-31.

TCA.PR.X and TCA.PR.Y, both straights with a $50 par value and a dividend of $2.80 issued by TRP’s operating subsidiary, closed last night at 48.80-86 and 48.80-90, respectively, to yield 5.74-73%. The Break-Even Rate Shock on this issue is therefore an astonishing 266bp – and the straights used for this calculation, remember, are of the operating sub and therefore a marginally better credit.

Update: DBRS has announced that it:

has today assigned a rating of Pfd-2 (low) with a Stable trend to the $350 million Cumulative Redeemable First Preferred Shares, Series 3 (First Preferreds) to be issued by TransCanada Corporation (TCC or the Company). The First Preferreds will yield 4.0% per annum for the initial five-year period ending June 30, 2015. The dividend rate will reset on June 30, 2015, and every five years thereafter at a rate equal to the sum of the then five-year Government of Canada bond yield plus 1.28%. The First Preferreds are redeemable by TCC on June 30, 2015, and on June 30 of every fifth year thereafter. The First Preferreds are expected to settle on March 11, 2010.

The First Preferreds will rank equally with existing first preferred shares of the Company and the net proceeds from the offering will be used to partially fund capital projects, for other general corporate purposes and to repay short-term indebtedness of the Company and its affiliates

Great-West Lifeco has announced that it:

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

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

The Series M Shares will yield 5.80% per annum, payable quarterly, as and when declared by the Board of Directors of the Company. The Series M Shares will not be redeemable prior to March 31, 2015. On or after March 31, 2015, the Company may, on not less than 30 nor more than 60 days’ notice, redeem the Series M Shares in whole or in part, at the Company’s option, by the payment in cash of $26.00 per Series M Share if redeemed prior to March 31, 2016, of $25.75 per Series M Share if redeemed on or after March 31, 2016 but prior to March 31, 2017, of $25.50 per Series M Share if redeemed on or after March 31, 2017 but prior to March 31, 2018, of $25.25 per Series M Share if redeemed on or after March 31, 2018 but prior to March 31, 2019 and of $25.00 per Series M Share if redeemed on or after March 31, 2019, in each case together with all declared and unpaid dividends up to but excluding the date fixed for redemption.

The dealers are falling all over themselves in their haste to sell this one! One notification I’ve seen says it’s a Reset, while another insists that the issuer is GWL!

More, with comparables, later.

Later: Comparables are:

Assiduous Readers of PrefBlog & PrefLetter will note that not only is the yield on the new issue way below comparables, but that there is no allowance at all for Implied Volatility of the embedded short call. There are two classes of investor who will buy this issue: those desperate to invest a large sum of money with no effort and only one ticket; and morons.

The financial guys in the Power Group are well known for cutting their preferred share issue yields to the bone without worrying over-much as to the post-issue trading price of the shares. I believe – although this is wholly conjecture – that they have figured out that a 3% underwriting commission is pretty rich and demand some of that money back by way of lower issue yields when telling the underwriters on what terms they’ll sell the issue if they ever want to see any Power Group business again.

Remember! The smiley-boys will compete on lunches; they will compete on dinners; they will compete on entertainment; they will compete on number of old school buddies given jobs as relationship managers; they will compete on just about anything but price. The 3% commission is holy!

Even with that in mind, though, this issue is very expensive. If it were to trade at a price of 24.25 (representing the net cost after commission recovery to the bought-deal buyers), it would STILL be yielding less than 6%.

Brookfield Renewable Power Fund has announced:

that the Corporation (as defined below) will issue in Canada a total of 7 million Class A Preference Shares, Series 1 (the “Series 1 Preferred Shares”) guaranteed by the Fund, at a price of $25.00 per share, for aggregate gross proceeds of $175 million, on a bought deal basis to a syndicate of underwriters in Canada led by Scotia Capital Inc., CIBC, RBC Capital Markets and TD Securities Inc.

The holders of Series 1 Preferred Shares will be entitled to receive fixed cumulative dividends at an annual rate of $1.3125 per share, payable quarterly, as and when declared by the Board of Directors of Brookfield Renewable Power Preferred Equity Inc. (the “Corporation”), a wholly-owned subsidiary of the Fund. The Series 1 Preferred Shares will yield 5.25% annually at the issue price, for the initial five-year period ending April 30, 2015 with the first dividend payment date scheduled for April 30, 2010, based on an anticipated closing date of March 10, 2010. The dividend rate will reset on April 30, 2015 and every five years thereafter at a rate equal to the then five-year Government of Canada Bond yield plus 2.62%. The Series 1 Preferred Shares are redeemable on or after April 30, 2015.

The holders of Series 1 Preferred Shares will have the right to convert their shares into Class A Preference Share, Series 2 (the “Series 2 Preferred Shares”), subject to certain conditions, on April 30, 2015 and on April 30 of every fifth year thereafter. The holders of Series 2 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 2.62%.

The Corporation has granted the underwriters an over-allotment option exercisable up to 30 days after closing to purchase up to an additional 1.05 million Series 1 Preferred Shares at the issue price on the same terms, for additional gross proceeds of up to $26.25 million.

The Corporation intends to lend the net proceeds of the offering to the Fund, which will repay in whole or in part the $200 million promissory note issued to Brookfield Renewable Power Inc. (“BRPI”) in connection with the Fund’s acquisition of substantially all of BRPI’s Canadian power generating assets in August 2009.

The Fund has previously announced its intention to convert to a corporation on or before January 1, 2011. It is expected that the Corporation will become the successor of the Fund through the conversion. If the Corporation does not become the successor, the successor entity will assume all the obligations of the Fund including those related to the Series 1 and Series 2 Preferred Shares.

The Series 1 and Series 2 Preferred Shares will be offered to the public in Canada pursuant to a short form prospectus that will be filed with securities regulatory authorities in each of the provinces of Canada.

Sorry for the lengthy headline, but I don’t think Brookfield Renewable Power Preferred Equity Inc. has a ticker symbol at this time. The parent and guarantor, Brookfield Renewable Power Fund, is BRC.UN.

Brookfield Asset Management (BAM) notes:

The Brookfield Renewable Power Fund (formerly Great Lakes Hydro Income Fund) was established in November 1999 as a publicly traded investment vehicle to acquire long-life, low cost generating assets which provide stable and sustainable cash distributions to unitholders. Brookfield owns 50.01% of the units on a fully-exchanged basis, with the remaining 49.99% owned by institutional and retail unitholders.

… so this issue should be counted as BAM for issuer concentration calculation purposes.

Update: I understand the deal size has been increased to $250-million.

Update, 2010-2-19: Brookfield press release on increase:

Brookfield Renewable Power Fund (the “Fund”) today announced that as a result of strong investor demand for its previously announced public offering of Class A Preference Shares, Series 1 (the “Series 1 Preferred Shares”), it has agreed to increase the size of the offering from $175 million to $250 million, or from 7 million Series 1 Preferred Shares to 10 million Series 1 Preferred Shares. The issue will be guaranteed by the Fund and will be completed on a bought deal basis to a syndicate of underwriters in Canada led by Scotia Capital Inc., CIBC, RBC Capital Markets and TD Securities Inc. There will not be an over-allotment option, as was previously granted.

DBRS maintains the Pfd-3(high) provisional rating.

Industrial Alliance has announced a new issue.

Issue Name: Industrial Alliance and Financial Services Inc. Non-Cumulative Class A Preferred Shares, Series F

Issue Size: 4-million shares (=$100-million). No greenshoe.

Dividends: 5.90% p.a. (=$1.475), payable quarterly M/J/S/D. Initial dividend payable 2010-6-30 for $0.50110, assuming closing 2010-2-26.

Redemption: From 2015-3-31 to 2016-3-30 @ 26.00
From 2016-3-31 to 2017-3-30 @ 25.75
From 2017-3-31 to 2018-3-30 @ 25.50
From 2018-3-31 to 2019-3-30 @ 25.25
After 2019-3-30 @ 25.00

Comparators are:

The new issue looks expensive – I don’t think it will see much buying from those who understand the principles of the Straight Perpetual Implied Volatility Calculator introduced in the January 2010 PrefLetter!

Update: IAG has issued a rather lengthy press release:

Industrial Alliance Insurance and Financial Services Inc. (“Industrial Alliance” or the “Company”) has today entered into an agreement with a syndicate of underwriters co-led by BMO Capital Markets and RBC Capital Markets under which the underwriters have agreed to buy, on a bought deal basis, 2,950,000 Common Shares (the “Common Shares”) from Industrial Alliance for sale to the public at a price of $34.00 per Common Share, representing aggregate gross proceeds of $100 million, and 4,000,000 Non-Cumulative Class A Preferred Shares Series F (the “Series F Preferred Shares”) from Industrial Alliance for sale to the public at a price of $25.00 per Series F Preferred Share, representing aggregate gross proceeds of $100 million. The Company has also granted the underwriters an option to buy up to an additional 15% of the Common Shares at the offering price to cover over-allotments, if any.

These share offerings are expected to close on or about February 26, 2010. Their purpose is to increase the Company’s financial flexibility, further improve its balance sheet and provide it with the necessary capital to finance potential acquisitions. The net proceeds of these issues will be added to Industrial Alliance’s capital.

Preferred Shares

The Series F Preferred Shares will yield 5.90% per annum, payable quarterly, as and when declared by the Board of Directors of the Company. The Series F Preferred Shares will not be redeemable prior to March 31, 2015. Subject to regulatory approval, on or after March 31, 2015, Industrial Alliance may, on no less than 30 or more than 60 days’ notice, redeem the Series F Preferred Shares in whole or in part, at the Company’s option, by the payment in cash of $26.00 per Series F Preferred Share if redeemed prior to March 31, 2016, at $25.75 per Series F Preferred Share if redeemed on or after March 31, 2016 but prior to March 31, 2017, at $25.50 per Series F Preferred Share if redeemed on or after March 31, 2017 but prior to March 31, 2018, at $25.25 per Series F Preferred Share if redeemed on or after March 31, 2018 but prior to March 31, 2019 and at $25.00 per Series F Preferred Share if redeemed on or after March 31, 2019, in each case together with all declared and unpaid dividends up to but excluding the date fixed for redemption.

Impact of the Share Issues

According to pro forma data as at December 31, 2009, an issue of $100 million of Common Shares and $100 million of Preferred Shares would increase Industrial Alliance’s solvency ratio from 208% to 226% (228% if the over-allotment is exercised).

These issues will also improve the leeway available to the Company to absorb potential stock market downturns. The Company thus estimates that the solvency ratio will remain above 175% as long as the S&P/TSX stays above about 6,900 points (compared to 7,700 points without these issues) and will remain above 150% as long as the S&P/TSX index stays above about 5,400 points (compared to 6,300 points without these issues).

Notwithstanding the Common Share and Preferred Share offerings, the Company is maintaining its 2010 guidance regarding earnings per share and return on common shareholders’ equity that it gave to the financial markets on February 12, 2010 when it published its results for the fourth quarter of 2009.

Fairfax Financial Holdings has announced:

that it will issue in Canada 8 million Preferred Shares, Series E at a price of $25.00 per share, for aggregate gross proceeds of $200 million, on a bought deal basis to a syndicate of Canadian underwriters.

Holders of the Preferred Shares, Series E will be entitled to receive a cumulative quarterly fixed dividend yielding 4.75% annually for the initial five year period ending March 31, 2015. Thereafter, the dividend rate will be reset every five years at a rate equal to the then current 5-year Government of Canada bond yield plus 2.16%.

Holders of Preferred Shares, Series E will have the right, at their option, to convert their shares into Preferred Shares, Series F, subject to certain conditions, on March 31, 2015, and on March 31st every five years thereafter. Holders of the Preferred Shares, Series F will be entitled to receive cumulative quarterly floating dividends at a rate equal to the then current three-month Government of Canada Treasury Bill yield plus 2.16%.

Fairfax has granted the underwriters an option, exercisable in whole or in part at any time up to 48 hours prior to closing, to purchase an additional 2 million Preferred Shares, Series E at the same offering price for additional gross proceeds of $50 million.

Fairfax intends to use the net proceeds of the offering to augment its cash position, to increase short term investments and marketable securities held at the holding company level, to retire outstanding debt and other corporate obligations from time to time, and for general corporate purposes. The offering is expected to close on or about February 1, 2010.

The first dividend will be payable March 31 for $0.1887, assuming a 2010-2-1 closing.

Issuer: Groupe Aeroplan Inc.

Issue: Cumulative Rate Reset Preferred Shares, Series 1

Size: 6-million shares (=$150-million) + greenshoe 900,000 shares (=$22.5-million)

Dividend: 6.50% (cumulative) until first Exchange Date. Resets to GOC-5 + 375bp every exchange date. First dividend $0.31164, payable 3/31 assuming 1/20 close.

Exchange: every Exchange Date, to and from floaters. Floaters pay 3-month bills +375, reset quarterly. Either issue may become mandatory if there are insufficient volunteers for the other.

Redemption: every Exchange Date at $25.00. Floaters are the same, and at any other time for $25.50.

Exchange Dates: 2015-3-31 and every five years thereafter

Ratings: Pfd-3 (DBRS); P-3 (S&P)

Update: AER finally got around to issuing its Press Release:

Groupe Aeroplan Inc. (AER: TSX) announced today that it has agreed to issue to a syndicate of underwriters led by CIBC World Markets Inc., RBC Dominion Securities Inc. and TD Securities Inc. as Co-Bookrunners for distribution to the public, 6.0 million cumulative rate reset Preferred Shares, Series 1 (the “Preferred Shares, Series 1”). The Preferred Shares, Series 1 will be issued at a price of C$25.00 per share, for aggregate gross proceeds of C$150 million. Holders of the Preferred Shares, Series 1 will be entitled to receive a cumulative quarterly fixed dividend yielding 6.5% annually for the initial five year period ending March 31, 2015. The dividend rate will be reset on March 31, 2015 and every five years thereafter at a rate equal to the 5-year Government of Canada bond yield plus 3.75%. The Preferred Shares, Series 1 will be redeemable by Groupe Aeroplan Inc. on March 31, 2015, and every five years thereafter in accordance with their terms.

Holders of Preferred Shares, Series 1 will have the right, at their option, to convert their shares into cumulative floating rate preferred shares, series 2 (the “Preferred Shares, Series 2”), subject to certain conditions, on March 31, 2015 and on March 31 every five years thereafter. Holders of the Preferred Shares, Series 2 will be entitled to receive cumulative quarterly floating dividends at a rate equal to the three-month Government of Canada Treasury Bill yield plus 3.75%.

Groupe Aeroplan Inc. has granted the underwriters an over-allotment option, exercisable in whole or in part anytime up to 30 days following closing, to purchase an additional 900,000 Preferred Shares, Series 1 at the same offering price. Should the over-allotment option be fully exercised, the total gross proceeds of the financing will be C$172.5 million.

The Preferred Shares, Series 1 will be offered by way of a prospectus supplement to the amended and restated base shelf prospectus dated March 26, 2009 filed with the securities regulatory authorities in all provinces and territories of Canada.

The net proceeds of the issue will be used by Groupe Aeroplan Inc. to repay indebtedness, and for general corporate purposes.

Brookfield Properties has announced:

that it has agreed to issue to a syndicate of underwriters led by TD Securities Inc., CIBC, RBC Capital Markets and Scotia Capital Inc., for distribution to the public, six million Preferred Shares, Series N. The Preferred Shares, Series N will be issued at a price of C$25.00 per share, for aggregate proceeds of C$150 million. Holders of the Preferred Shares, Series N will be entitled to receive a cumulative quarterly fixed dividend yielding 6.15% annually for the initial 6 ½-year period ending June 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 3.07%.

Holders of Preferred Shares, Series N will have the right, at their option, to convert their shares into cumulative Preferred Shares, Series O, subject to certain conditions, on June 30, 2016 and on June 30 every five years thereafter. Holders of Preferred Shares, Series O will be entitled to receive cumulative quarterly floating dividends at a rate equal to the three-month Government of Canada Treasury Bill yield plus 3.07%.

Brookfield Properties Corporation 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 N at the same offering price. Should the option be fully exercised, the total gross proceeds of the financing will be C$200 million.

The Preferred Shares, Series N will be offered by way of a prospectus supplement to the short-form base shelf prospectus of Brookfield Properties Corporation 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 Properties Corporation and be used for general corporate purposes. The offering is expected to close on or about January 20, 2010.

I’ll post more later but basically what I said in the post BPO: Issuer Bid for Retractibles? still goes!

Update: OK, here are the comparables:

So here’s my question: Why would you buy this new issue and hope you’ll get your money back 2016-6-30, when you can buy, f’rinstance, BPO.PR.H and get paid more for less risk?

Update, 2010-1-12: Brookfield Properties has announced:

that as a result of strong investor demand for its previously announced public offering of Preferred Shares, Series N, it has agreed to increase the size of the offering from C$150 million to C$275 million or from 6,000,000 Preferred Shares to 11,000,000 Preferred Shares. There will be no underwriters’ option, as was previously granted.