Category: New Issues

I have some more information on the new issue of BNS Fixed-Resets that was previously discussed when Scotia announced the issuance as partial settlement of their purchase of a big chunk of CI from SunLife.

This comes from the Bank’s recent filing on SEDAR of a Material Change Reporte dated 2008-12-5: an “Amending Agreement” dated 2008-12-3, schedule 2.03.

Issue: Preferred Shares Series 24

Dividends: Initial Rate 6.25% until the first Exchange Date, 5-Year Canadas + 384bp thereafter. First Dividend $0.5865 [unless the closing date changes] payable 2009-4-28. The closing date is specified in the Amending Agreement only as:

“Closing Date” means the date that is six (6) Business Days after all conditions to the purchase and sale of the Securities set out in Sections 5.01 and 5.02 (other than those conditions that by their nature can only be satisfied on the Closing Date) having been satisfied or waived or (ii) such other date as may be agreed to in writing by the Vendors and the Purchaser.

… but $0.5685 is 137 days’ coupon at 6.25%, implying a projected Closing Date of 2008-12-12 … assuming that the dividend is payable on the last day of its accrual. Floaters pay 3-Month Bills + 384bp, reset quarterly.

Size: 10-million shares (=$250-million).

Exchange Dates: 2014-1-26 and every five years thereafter.

Redemption: Every Exchange Date at $25.00. Floaters redeemable every exchange date at $25.00 and at $25.50 at all other times.

Convertable: Every Exchange Date to and from Series 25 (“Floaters”)

There is nothing specific about the plan of distribution, but Section 2.11 of the Amended Agreement states:

The Purchase Agreement is amended by (i) deleting “and” at the end of Section 5.02(d), (ii) deleting the period at the end of Section 5.02(e) and substituting therefor “;”, and (iii) adding the following immediately after Section 5.02(e) thereof:

“(f) The Purchaser will have (i) prepared and filed with the Ontario Securities Commission, as principal regulator, and with the securities regulatory authorities in each of the other provinces and territories of Canada (together with the Province of Ontario, “Qualifying Jurisdictions”) and received a receipt or other decision document therefor, an amendment to the Purchaser’s short form base shelf prospectus dated April 16, 2008 (the “Prospectus”), and (ii) prepared and filed a prospectus supplement to the Prospectus (together, the “Prospectus Supplement”) with the Ontario Securities Commission, as principal regulator, and with securities regulatory authorities in each of the other Qualifying Jurisdictions, qualifying the distribution to the Vendors, as applicable, of the BNS Common Shares and BNS Preferred Shares contemplated by Section 2.06; and

(g) The BNS Common Shares and BNS Preferred Shares contemplated by Section 2.06 will be listed on the Toronto Stock Exchange and the Series 25 Preferred Shares will be conditionally listed on the Toronto Stock Exchange.”

Update, 2008-12-11: There is a prospectus supplement describing these shares on SEDAR, filed by Bank of Nova Scotia on 2008-12-9.

This is not the usual reporting of a new issue!

Back in October, Scotia announced:

Scotiabank has agreed to purchase 104,609,895 trust units of CI from Sun Life for approximately $2.3 billion in cash representing all of Sun Life’s 37 per cent ownership stake in CI.

Today, Scotia has announced:

that the Bank plans to close its 37 per cent strategic investment in CI Financial Income Fund (“CI”; TSX: CIX.UN) next week, pending receipt of executed agreements, regulatory approvals and acceptance by the Toronto Stock Exchange.

Scotiabank is purchasing Sun Life Financial’s (“Sun Life” TSX/NYSE:SLF) stake of 104,609,895 CI trust units for $1.55 billion in cash, $500 million in common shares at $34.60 per share and $250 million in 6.25 per cent rate reset preferred shares.

That’s it. That’s all I know. None of the extant BNS Fixed-Resets have a 6.25% initial coupon, so this would be a new issue rather than a re-opening.

The Globe & Mail reports:

National Bank Financial analyst Robert Sedran said Scotiabank’s Tier 1 capital ratio, the key measure that regulator’s watch, had been expected to dip to 8.8 per cent if the deal for the stake in CI had been all-cash. With the changes, Scotiabank’s Tier 1 ratio will now be about 9.1 per cent, he said. Regulators require the ratio, which is a measure of a bank’s capital against its assets weighted by the risk they pose, to stay above 7 per cent.

Scotiabank said it will issue $500-million in common shares to Sun Life at $34.60 per share, and $250-million in 6.25 per cent rate reset preferred shares.

The $34.60 equity price is almost 7 per cent higher to yesterday’s closing price, Mr. Aiken noted.

So what is this? Will Sunlife sell the shares in a secondary offering? Will there be a primary offering by Scotia of this issue? Will the shares come with a prospectus, or is it to be a restricted private placement forever?

Stay tuned!

Fresh from releasing their 4Q08 Financials, BMO has announced:

a domestic public offering of $150 million of Non-Cumulative 5-year Rate Reset Class B Preferred Shares Series 18 (the “Preferred Shares”). The offering will be underwritten on a bought deal basis by a syndicate led by BMO Capital Markets. The Bank has granted to the underwriters an option to purchase up to an additional $100 million of the Preferred Shares exercisable at any time up to two days before closing.

The Preferred Shares will be issued to the public at a price of $25.00 per Preferred Share and holders will be entitled to receive non-cumulative preferential fixed quarterly dividends for an initial five years, as and when declared by the board of directors of the Bank, payable in the amount of $0.40625 per Preferred Share, to yield 6.50 per cent annually.

Thereafter, the dividend rate will reset every five years to be equal to the 5-Year Government of Canada Bond Yield plus 3.83 per cent. Subject to certain conditions, holders may elect to convert any or all of their Preferred Shares into an equal number of Non-Cumulative Floating Rate Class B Preferred Shares Series 19 on February 25, 2014 and on February 25th of every fifth year thereafter. Holders of the Preferred Shares Series 19 will be entitled to receive non-cumulative preferential floating rate quarterly dividends, as and when declared by the board of directors of the Bank, equal to the then 3-month Government of Canada Treasury Bill yield plus 3.83 per cent.

The anticipated closing date is December 11, 2008. The net proceeds from the offering will be used by the Bank for general corporate purposes.

The first dividend will be $0.73459 payable 2009-5-25 based on a December 11 closing.

BMO PerpetualDiscounts are currently yielding about 8.50% (it depends on which one you look at, the market is very sloppy) AND will provide a rather impressive capital gain should long rates decline substantiall and they get called away. This new issue has zero potential for capital gain, the same credit exposure and yields 200bp less. I simply cannot believe that the reset feature is worth that much! I thought the Fear Du Jour was deflation! I thought … a lot of things!

Yet another new issue!

Issue: Royal Bank Non-Cumulative 5-Year Rate Reset Preferred Shares, Series AN

Size: 9-million shares @$25.00 (=$225-million); Greenshoe for 4-million shares (=$100-million)

Dividend: 6.25% until first Exchange Date; reset every Exchange Date at 5-Year Canadas + 350bp. First Dividend 2009-5-24 for $0.71490. Floaters pay 3-month Bills +350, reset quarterly.

Exchangeable: Every Exchange Date to and from Series AO (“Floaters”).

Exchange Date: 2014-2-24 and every five years thereafter.

Redeemable: Every Exchange Date at $25.00. Floaters redeemable every Exchange Date at $25.00 and at $25.50 at all other times.

Closing: 2008-12-8

Fresh from announcing a new issue for their GWO subsidiary (Fixed Reset, 6.00%+307), Power Financial Corporation has announced a new issue with similar terms:

Issue: Power Financial Corporation Non-Cumulative 5-Year Rate Reset First Preferred Shares, Series M.

Size: 6-million shares (@$25.00, =$150-million) + greenshoe 2-million shares (=$50-million)

Dividend: 6% (=$1.50 p.a.) until 2014-1-31, then reset to 5-year Canadas + 320bp. First Dividend $0.62877 payable 2008-4-30 based on closing 2008-11-28. Dividends reset every Exchange Date.

Convertible: Every Exchange Date, to and from Series N [floaters] pay 3-month bills +320bp, reset quarterly.

Exchange Date: 2014-1-31 and every five years thereafter.

Closing: 2008-11-28. Bought Deal. DBRS = Pfd-1(low); S&P = P-1(low)

Holy smokes, we’re drowning in these things!

Update, 2013-12-2: This issue trades as PWF.PR.M

Industrial Alliance has announced it:

has today entered into an agreement with a syndicate of underwriters led by Scotia Capital Inc. under which the underwriters have agreed to buy, on a bought deal basis, 4,000,000 Non-Cumulative 5-Year Rate Reset Class A Preferred Shares Series C (the “Series C Preferred Shares”) from Industrial Alliance for sale to the public at a price of $25.00 per Series C Preferred Share, representing aggregate gross proceeds of $100 million.

Industrial Alliance has granted an option to the underwriters, exercisable by the underwriters at any time up to 48 hours prior to closing of the offering, to purchase up to an additional 600,000 Series C Preferred Shares, representing $15 million at the Issue Price.

Holders of the Series C Preferred Shares will be entitled to receive a non-cumulative quarterly fixed dividend of $0.3875 per Series C Preferred Share, yielding 6.20% per annum, as and when declared by the Board of Directors of the Company, for an initial period ending December 31, 2013. On December 31, 2013 and on December 31 every five years thereafter, the dividend rate will reset to be equal to the then current five-year Government of Canada bond yield plus 3.38%. Holders of the Series C Preferred Shares will have the right to convert their shares into Non-Cumulative Floating Rate Class A Preferred Shares Series D (the “Series D Preferred Shares”), subject to certain conditions and the Company’s right to redeem the Series C Preferred Shares as described below, on December 31, 2013 and on December 31 every five years thereafter.

Holders of the Series D Preferred Shares will be entitled to receive a quarterly non-cumulative floating rate dividend, as and when declared by the Board of Directors of the Company, equal to the 90-day Government of Canada Treasury Bill Rate plus 3.38%. Holders of the Series D Preferred Shares will have the right to convert their shares into Series C Preferred Shares, subject to certain conditions and the Company’s right to redeem the Series D Preferred Shares as described below, on December 31, 2018 and on December 31 every five years thereafter.

The Series C Preferred Shares will not be redeemable by Industrial Alliance prior to December 31, 2013. On December 31, 2013 and on December 31 every five years thereafter, Industrial Alliance may, subject to certain conditions (including regulatory approval), redeem all or any part of the Series C Preferred Shares at a cash redemption price per share of $25.00 together with all declared and unpaid dividends. The Company may redeem all or any part of the Series D Preferred Shares at a cash redemption price per share of $25.00 together with all declared and unpaid dividends in the case of redemptions on December 31, 2018 and on December 31 every five years thereafter or $25.50 together with all declared and unpaid dividends in the case of redemptions on any other date after December 31, 2013.

The Series C Preferred Share offering is expected to close on or about November 25, 2008. The net proceeds will be used for general corporate purposes and will be added to Industrial Alliance’s capital base.

According to pro forma data as at September 30, 2008, a $100 million preferred share issue will increase Industrial Alliance’s solvency ratio from 200% to 210% and a $115 million issue will increase it from 200% to 212%.

The issue is rated: S&P: P-1(Low); DBRS: Pfd-2 (high).

The first dividend is for $0.5391, payable 2009-3-31 based on closing 2008-11-25.

Update, 2013-10-24: Trades as IAG.PR.C.

Great-West Lifeco has announced a new issue.

Issue: Great West Lifeco Non-Cumulative 5-Year Rate Reset First Preferred Shares, Series J

Size: 8-million shares (=$200-million); greenshoe for 30 days following closing of 1.2-million shares (=$30-million)

Initial Dividend: 6.00% p.a. until first Reset-Date. First dividend payable 2009-3-31 for $0.50959 based on a November 27 close.

Reset Dates: December 31, 2013 and every five years thereafter.

Convertible: Every reset date at holders’ option to and from Series K [Floater] (subject to a minimum outstanding in each series).

Reset Dividend: Series J [Reset] 5-Year Canadas +307bp. Series K [Floater] 3-month bills +307bp, reset quarterly.

Redeemable: Series J [Reset] every Reset Date at $25.00. Series K [Floater] every Reset Date at $25.00 and at all other times $25.50.

Closing: November 27, 2008

It’s very nice to see a new GWO issue – the last one was GWO.PR.I, which started trading 2006-4-12. It’s also nice to see such a good coupon on a fixed reset – the GWO perps closed last night bid to yield in the range 6.53%-6.85% … so the give-up for the reset feature is narrowing.

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 AC (the Series AC 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 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 2 million Series AC 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 AC Shares will yield 5.60% annually, payable quarterly, as and when declared by the Board of Directors of TDBFG, for the initial period ending January 31, 2014. Thereafter, the dividend rate will reset every five years at a level of 274 basis points over the then five-year Government of Canada bond yield.

Holders of the Series AC Shares will have the right to convert their shares into non-cumulative Floating Rate Class A Preferred Shares, Series AD (the Series AD Shares), subject to certain conditions, on January 31, 2014, and on January 31st every five years thereafter. Holders of the Series AD 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 274 basis points.

The issue is anticipated to qualify as Tier 1 capital for TDBFG and the expected closing date is November 5, 2008. TDBFG will make an application to list the Series AC Shares as of the closing date on the Toronto Stock Exchange.

The first dividend will be for $0.3337, payable January 31, based on anticipated closing November 5, 2008.

Well … if this doesn’t knock hell out of the Fixed-Reset market, I don’t know what will! I mentioned when reviewing the BoC Monetary Policy Report that we could see more at these levels …

Update, 2008-11-4 TD has announced:

that a group of underwriters led by TD Securities Inc. has exercised the option to purchase an additional 0.8 million non-cumulative 5-Year Reset Preferred Shares, Series AC (the Series AC Shares) carrying a face value of $25.00 per share. This brings the total issue announced on October 27, 2008, and expected to close November 5, 2008, to 8.8 million shares and gross proceeds raised under the offering to $220 million.

Royal Bank has announced:

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

The bank will issue 8 million Preferred Shares Series AL 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 $1.40 per share, to yield 5.60% per cent annually. The bank has granted the Underwriters an option, exercisable in whole or in part, to purchase up to an additional 4 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 AL in whole or in part at par. Thereafter, the dividend rate will reset every five years at a rate equal to 2.67% over the 5-year Government of Canada bond yield. Holders of Preferred Shares Series AL 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 AM (the “Preferred Shares Series AM”) on February 24, 2014 and on February 24 every five years thereafter.

Holders of the Preferred Shares Series AM 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 2.67%. Holders of Preferred Shares Series AM will, subject to certain conditions, have the right to convert all or any part of their shares to Preferred Shares Series AL 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 November 3, 2008.

Update: Fixed-Reset issues got clobbered today, not surprisingly … I have uploaded the Fixed-Reset Index Portfolio … the issues have a long way to go before they yield 5.6%. The yield differences is about 0.50% … if you think of them as 5-year issues, that will be about 2.5% further to go on price … if you think of them as perpetuals, that’s about 7.5% further downside on price. Although, mind you, there is no reason why the prices could remain unchanged, with the new Royal issue trading at an immediate premium.