Category: New Issues

CIBC has announced:

that it had entered into an agreement with a group of underwriters led by CIBC World Markets Inc. for an issue of 8 million non-cumulative Rate Reset Class A Preferred Shares, Series 35 (the “Series 35 Shares”) priced at $25.00 per Series 35 Share to raise gross proceeds of $200 million.

CIBC has granted the underwriters an option, exercisable in whole or in part prior to closing, to purchase an additional 3 million Series 35 Shares at the same offering price. Should the underwriters’ option be fully exercised, the total gross proceeds of the financing will be $275 million.

The Series 35 Shares will yield 6.5% per annum, payable quarterly, as and when declared by the Board of Directors of CIBC, for an initial period ending April 30, 2014. On April 30, 2014 and on April 30 every five years thereafter, the dividend rate will reset to be equal to the then current five-year Government of Canada bond yield plus 4.47%.

Holders of the Series 35 Shares will have the right to convert their shares into non-cumulative Floating Rate Class A Preferred Shares, Series 36 (the “Series 36 Shares”), subject to certain conditions, on April 30, 2014 and on April 30 every five years thereafter. Holders of the Series 36 Shares will be entitled to receive a quarterly floating rate dividend, as and when declared by the Board of Directors of CIBC, equal to the three-month Government of Canada Treasury Bill yield plus 4.47%.

Holders of the Series 36 Shares may convert their Series 36 Shares into Series 35 Shares, subject to certain conditions, on April 30, 2019 and on April 30 every five years thereafter.

The expected closing date is February 4, 2009. The net proceeds of this offering will be used for general purposes of CIBC.

Update, 2009-2-3: CIBC announced on January 27:

that as a result of strong investor demand for its domestic public offering of non-cumulative Rate Reset Class A Preferred Shares, Series 35 (the “Series 35 Shares”), the size of the offering has been increased to 10 million shares. The gross proceeds of the offering will now be $250 million.

In addition, CIBC has granted the underwriters an option, exercisable in whole or in part prior to closing, to purchase up to an additional 3 million Series 35 Shares at a price of $25.00 per share. Should the underwriters’ option be fully exercised, the total gross proceeds of the financing will be $325 million.

The issue is set to close tomorrow and trade with the symbol CM.PR.L
The first dividend will be payable April 28 for $0.37842 based on closing Feb. 4

National Bank has announced:

that it has entered into an agreement with a group of underwriters led by National Bank Financial Inc. for an issue on a bought deal basis of 4 million non-cumulative 5-year rate reset first preferred shares series 26 (the “Series 26 Preferred Shares”), at a price of $25.00 per share, to raise gross proceeds of $100 million.

National Bank has also granted the underwriters an option to purchase, on the same terms, up to an additional 3 million Series 26 Preferred Shares. This option is exercisable in whole or in part by the underwriters at any time up to one business day prior to closing. The maximum gross proceeds raised under the offering will be $175 million should this option be exercised in full.

The Series 26 Preferred Shares will yield 6.60% annually, payable quarterly, as and when declared by the Board of Directors of National Bank, for the initial period ending February 15, 2014. The first of such dividends, if declared, shall be payable on May 15, 2009. Thereafter, the dividend rate will reset every five years at a level of 479 basis points over the then 5-year Government of Canada bond yield.

Holders of the Series 26 Preferred Shares will have the right to convert their shares into an equal number of non-cumulative floating rate first preferred shares series 27 (the “Series 27 Preferred Shares”), subject to certain conditions, on February 15, 2014, and on February 15th every five years thereafter. Holders of the Series 27 Preferred Shares will be entitled to receive quarterly floating dividends, as and when declared by the Board of Directors of National Bank, equal to the 90-day Government of Canada Treasury Bill rate plus 479 basis points.

The net proceeds of the offering will be used for general corporate purposes and are expected to qualify as Tier 1 capital for National Bank. The expected closing date is on or about January 30, 2009. National Bank intends to file in Canada a prospectus supplement to its December 5, 2008 base shelf prospectus in respect of this issue.

National Bank will make an application to list the Series 26 Preferred Shares and the Series 27 Preferred Shares as of the closing date on the Toronto Stock Exchange.

The initial dividend will be $0.47918 payable May 15 based on an anticipated closing January 30.

TD Bank has announced:

that it has entered into an agreement with a group of underwriters led by TD Securities Inc. for an issue of 8 million non-cumulative 5-Year Rate Reset Class A Preferred Shares, Series AG (the Series AG Shares), carrying a face value of $25.00 per share, to raise gross proceeds of $200 million. TDBFG intends to file in Canada a prospectus supplement to its September 29, 2008 base shelf prospectus in respect of this issue.

TDBFG has also granted the underwriters an option to purchase, on the same terms, up to an additional 3 million Series AG Shares. This option is exercisable in whole or in part by the underwriters at any time up to two business days prior to closing. The maximum gross proceeds raised under the offering will be $275 million should this option be exercised in full.

The Series AG Shares will yield 6.25% annually, payable quarterly, as and when declared by the Board of Directors of TDBFG, for the initial period ending April 30, 2014. Thereafter, the dividend rate will reset every five years at a level of 438 basis points over the then five-year Government of Canada bond yield.

Holders of the Series AG Shares will have the right to convert their shares into non-cumulative Floating Rate Class A Preferred Shares, Series AH (the Series AH Shares), subject to certain conditions, on April 30, 2014, and on April 30th every five years thereafter. Holders of the Series AH Shares will be entitled to receive quarterly floating dividends, as and when declared
by the Board of Directors of TDBFG, equal to the three-month Government of Canada Treasury bill yield plus 438 basis points.

The issue is anticipated to qualify as Tier 1 capital for TDBFG and the expected closing date is January 30, 2009. TDBFG will make an application to list the Series AG Shares as of the closing date on the Toronto Stock Exchange.

The initial dividend will be $0.38527, payable April 30, based on the anticipated closing date of January 30.

Their recent issue of TD.PR.E (Fixed Reset, 6.25%+437) was very successful … but there is a lot of competition for preferred share dollars right now!

Update, 2009-1-26: TD has announced:

that a group of underwriters led by TD Securities Inc. has exercised the option to purchase an additional 3 million non-cumulative 5-Year Rate Reset Class A Preferred Shares, Series AG (the Series AG Shares) carrying a face value of $25.00 per share. This brings the total issue announced on
January 22, 2009, and expected to close January 30, 2009, to 15 million shares and gross proceeds raised under the offering to $375 million. TDBFG will file in Canada a prospectus supplement to its September 29, 2008 short form base shelf prospectus in respect of this issue.

Update, 2009-1-29: This issue will trade as TD.PR.G

Bank of Nova Scotia has announced:

a domestic public offering of 8 million non-cumulative 6.25% 5-year rate reset preferred shares Series 28 (the “Preferred Shares Series 28”) at a price of $25.00 per share, for gross proceeds of $200 million.

Holders of Preferred Shares Series 28 will be entitled to receive a non-cumulative quarterly fixed dividend for the initial period ending April 25, 2014 yielding 6.25% 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 4.46% over the 5-year Government of Canada bond yield. Holders of Preferred Shares Series 28 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 29 (the “Preferred Shares Series 29”) of Scotiabank on April 26, 2014 and on April 26 every five years thereafter.

Holders of the Preferred Shares Series 29 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 4.46%, as and when declared by the Board of Directors of Scotiabank. Holders of Preferred Shares Series 29 will, subject to certain conditions, have the right to convert all or any part of their shares to Preferred Shares Series 28 on April 26, 2019 and on April 26 every five years thereafter.

The Bank has agreed to sell the Preferred Shares Series 28 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 28 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 January 30, 2009. This domestic public offering is part of Scotiabank’s ongoing and proactive management of its Tier 1 capital structure.

The initial dividend – if declared! – will be $0.37671 payable April 28, based on anticipated closing January 30.

Update: They’re selling like hotcakes! Scotia has announced:

that as a result of strong investor demand for its domestic public offering of non-cumulative 5-year rate reset preferred shares Series 28 (the “Preferred Shares Series 28”), the size of the offering has been increased to 10 million Preferred Shares Series 28. The gross proceeds of the offering will now be $250 million.

Update, 2009-1-29: This issue will trade as BNS.PR.X.

Royal Bank has announced:

a domestic public offering of $200 million of Non-Cumulative, 5 year rate reset Preferred Shares Series AR.

The bank will issue 8.0 million Preferred Shares Series AR priced at $25 per share and holders will be entitled to receive non-cumulative quarterly fixed dividend for the initial period ending February 24, 2014 in the amount of $1.5625 per share, to yield 6.25% annually. The bank has granted the Underwriters an option, exercisable in whole or in part, to purchase up to an additional 3.0 million Preferred Shares at the same offering price.

Subject to regulatory approval, on or after February 24, 2014, the bank may redeem the Preferred Shares Series AR in whole or in part at par. Thereafter, the dividend rate will reset every five years at a rate equal to 4.50% over the 5-year Government of Canada bond yield. Holders of Preferred Shares Series AR 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 AS (the “Preferred Shares Series AS”) on February 24, 2014 and on February 24 every five years thereafter.

Holders of the Preferred Shares Series AS 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 4.50%. Holders of Preferred Shares Series AS will, subject to certain conditions, have the right to convert all or any part of their shares to Preferred Shares Series AR on February 24, 2019 and on February 24 every five years thereafter.

The offering will be underwritten by a syndicate led by RBC Capital Markets. The expected closing date is January 29, 2009.

We routinely undertake funding transactions to maintain strong capital ratios and a cost effective capital structure. Net proceeds from this transaction will be used for general business purposes.

The first dividend will be $0.49229 payable May 24, based on anticipated closing January 29.

Update, 2009-1-22: Royal announced on Jan 21:

that as a result of strong investor demand for its domestic public offering of Non-Cumulative, 5 year rate reset Preferred Shares Series AR (the “Preferred Shares Series AR”), the size of the offering has been increased to 10 million shares. The gross proceeds of the offering will now be $250 million. In addition, the bank has granted the Underwriters an option, exercisable in whole or in part, to purchase up to an additional 3 million Preferred Shares Series AR at a price of $25 per share. The offering will be underwritten by a syndicate led by RBC Capital Markets. The expected closing date is January 29, 2009.

… and announced on Jan 22:

that as a result of strong investor demand for its domestic public offering of Non-Cumulative, 5 year rate reset Preferred Shares Series AR (the “Preferred Shares Series AR”), the bank has increased the Underwriters option to 4 million Preferred Shares Series AR at a price of $25 per share.

Update, 2009-1-28: This will trade with the symbol RY.PR.R.

BNS has announced:

a domestic public offering of 8 million non-cumulative 6.25% 5-year rate reset preferred shares Series 26 (the “Preferred Shares Series 26”) at a price of $25.00 per share, for gross proceeds of $200 million.

Holders of Preferred Shares Series 26 will be entitled to receive a non-cumulative quarterly fixed dividend for the initial period ending April 25, 2014 yielding 6.25% 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 4.14% over the 5-year Government of Canada bond yield. Holders of Preferred Shares Series 26 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 27 (the “Preferred Shares Series 27”) of Scotiabank on April 26, 2014 and on April 26 every five years thereafter.

Holders of the Preferred Shares Series 27 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 4.14%, as and when declared by the Board of Directors of Scotiabank. Holders of Preferred Shares Series 27 will, subject to certain conditions, have the right to convert all or any part
of their shares to Preferred Shares Series 26 on April 26, 2019 and on April 26 every five years thereafter.

The Bank has agreed to sell the Preferred Shares Series 26 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 3 million Preferred Shares Series 26 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 January 21, 2009. This domestic public offering is part of Scotiabank’s ongoing and proactive management of its Tier 1 capital structure.

The initial dividend is planned to be paid on 2009-4-28 for $0.41524, based on a January 21 closing.

It’s odd … SunLife still hasn’t done anything with its $250-million of Series 24 FixedReset 6.25%+384 acquired in partial settlement for its stake in CI. I don’t know what’s happening with those things.

Royal Bank has announced:

a domestic public offering of $200 million of Non-Cumulative, 5 year rate reset Preferred Shares Series AP.

The bank will issue 8.0 million Preferred Shares Series AP priced at $25 per share and holders will be entitled to receive non-cumulative quarterly fixed dividend for the initial period ending February 24, 2014 in the amount of $1.5625 per share, to yield 6.25% annually. The bank has granted the Underwriters an option, exercisable in whole or in part, to purchase up to an additional 3.0 million Preferred Shares at the same offering price.

Subject to regulatory approval, on or after February 24, 2014, the bank may redeem the Preferred Shares Series AP in whole or in part at par. Thereafter, the dividend rate will reset every five years at a rate equal to 4.19% over the 5 year Government of Canada bond yield. Holders of Preferred Shares Series AP 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 AQ (the “Preferred Shares Series AQ”) on February 24, 2014 and on February 24 every five years thereafter.

Holders of the Preferred Shares Series AQ 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 4.19%. Holders of Preferred Shares Series AQ will, subject to certain conditions, have the right to convert all or any part of their shares to Preferred Shares Series AP on February 24, 2019 and on February 24 every five years thereafter.

The offering will be underwritten by a syndicate led by RBC Capital Markets. The expected closing date is January 14, 2009.

January 14 will be a busy day! The new NA 6.60%+463 and TD 6.25%+437 issues will also be settling then.

National Bank has announced:

that it has entered into an agreement with a group of underwriters led by National Bank Financial Inc. for an issue on a bought deal basis of 5 million non-cumulative 5-year rate reset first preferred shares series 24 (the “Series 24 Preferred Shares”), at a price of $25.00 per share, to raise gross proceeds of $125 million.

National Bank has also granted the underwriters an option to purchase, on the same terms, up to an additional 3 million Series 24 Preferred Shares. This option is exercisable in whole or in part by the underwriters at any time up to two business days prior to closing. The maximum gross proceeds raised under the offering will be $200 million should this option be exercised in full.

The Series 24 Preferred Shares will yield 6.60% annually, payable quarterly, as and when declared by the Board of Directors of National Bank, for the initial period ending February 15, 2014. The first of such dividends, if declared, shall be payable on May 15, 2009. Thereafter, the dividend rate will reset every five years at a level of 463 basis points over the then 5-year Government of Canada bond yield.

Holders of the Series 24 Preferred Shares will have the right to convert their shares into an equal number of non-cumulative floating rate first preferred shares series 25 (the “Series 25 Preferred Shares”), subject to certain conditions, on February 15, 2014, and on February 15th every five years thereafter. Holders of the Series 25 Preferred Shares will be entitled to receive quarterly floating dividends, as and when declared by the Board of Directors of National Bank, equal to the 90-day Government of Canada Treasury Bill rate plus 463 basis points.

The net proceeds of the offering will be used for general corporate purposes and are expected to qualify as Tier 1 capital for National Bank. The expected closing date is on or about January 14, 2009. National Bank intends to file in Canada a prospectus supplement to its December 5, 2008 base shelf prospectus in respect of this issue.

National Bank will make an application to list the Series 24 Preferred Shares and the Series 25 Preferred Shares as of the closing date on the Toronto Stock Exchange.

TD Bank has announced:

that it has entered into an agreement with a group of underwriters led by TD Securities Inc. for an issue of 7 million non-cumulative 5-Year Rate Reset Class A Preferred Shares, Series AE (the Series AE Shares), carrying a face value of $25.00 per share, to raise gross proceeds of $175 million. TDBFG intends to file in Canada a prospectus supplement to its January 11, 2007 base shelf prospectus in respect of this issue.

TDBFG has also granted the underwriters an option to purchase, on the same terms, up to an additional 3 million Series AE Shares. This option is exercisable in whole or in part by the underwriters at any time up to two business days prior to closing. The maximum gross proceeds raised under the offering will be $250 million should this option be exercised in full.

The Series AE Shares will yield 6.25% annually, payable quarterly, as and when declared by the Board of Directors of TDBFG, for the initial period ending April 30, 2014. Thereafter, the dividend rate will reset every five years at a level of 437 basis points over the then five-year Government of Canada bond yield.

Holders of the Series AE Shares will have the right to convert their shares into non-cumulative Floating Rate Class A Preferred Shares, Series AF (the Series AF Shares), subject to certain conditions, on April 30, 2014, and on April 30th every five years thereafter. Holders of the Series AF Shares will be entitled to receive quarterly floating dividends, as and when declared
by the Board of Directors of TDBFG, equal to the three-month Government of Canada Treasury bill yield plus 437 basis points.

The issue is anticipated to qualify as Tier 1 capital for TDBFG and the expected closing date is January 14, 2009. TDBFG will make an application to list the Series AE Shares as of the closing date on the Toronto Stock Exchange.

Update, 2009-1-6: Later on January 5, TD announced:

that as a result of strong investor demand for its domestic public offering of non-cumulative 5-Year Rate Reset Class A Preferred Shares, Series AE (the Series AE Shares), the size of the offering has been increased to 9 million shares. The gross proceeds of the offering will now be $225 million. TDBFG intends to file in Canada a prospectus supplement to its January 11, 2007 base shelf prospectus in respect of this issue.

and on January 6, TD announced:

that a group of underwriters led by TD Securities Inc. has exercised the option to purchase an additional 3 million non-cumulative 5-Year Rate Reset Class A Preferred Shares, Series AE (the Series AE Shares) carrying a face value of $25.00 per share. This brings the total issue announced on January 5, 2009, and expected to close January 14, 2009, to 12 million shares and gross
proceeds raised under the offering to $300 million. TDBFG will file in Canada a prospectus supplement to its January 11, 2007 short form base shelf prospectus in respect of this issue.

Perhaps intruiged by recent queries about USD Prefs with eligible dividends and distraught at the idea that there is a fragment of the capital markets left untapped, Brookfield Asset Management has issued a Preliminary Short Form Base Shelf Prospectus for USD 1-billion in debt securities and Class A Preference Shares.

Sorry I can’t link to it, but that would constitute dissemination of public information to the public, which the regulators have sworn to stamp out. Can’t have just anybody linking to a prospectus, eh? It’s on SEDAR, dated December 30.

There is no indication as to whether the dividends will be eligible for the full dividend tax credit – that will have to wait for the supplementary prospectus for a specific issue.

To my disappointment, the specific terms of the Australian refinancing have still not been disclosed. All it says is:

Also in November 2008, the Company announced that it had finalized an agreement to extend the final maturity of a debt financing of its Australian operations by one year. Under the terms of the agreement, the loan will be US$800 million of which US$140 million will be repaid in April 2009 and the balance in April 2010. The Company also announced its intention to combine all of its European operations into a single operating platform and to refinance it on a longer-term basis in the European markets.

Many thanks to Assiduous Reader MP – who, I suspect, is angling for a job as PrefBlog’s Regulatory Filings Editor – for bringing this to my attention.