PrefBlog

Partners Value Split Corp. has announced (although not yet on their website):

that it has entered into an agreement to sell 5,000,000 Class AA Preferred Shares, Series 14 (the “Series 14 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 14 Preferred Shares will be issued at a price of $25.00 per share, for gross proceeds of $125,000,000. The Series 14 Preferred Shares will carry a fixed coupon of 5.50% and will have a final maturity of June 30, 2030. The Series 14 Preferred Shares have a provisional rating of Pfd-2 from DBRS Limited. The net proceeds of the offering will be used by the Company in connection with the Company’s redemption of its outstanding Class AA Preferred Shares, Series 8 and to pay a special dividend on the Company’s capital shares.

The Company has granted the underwriters an option, exercisable in whole or part prior to closing, to purchase up to an additional 1,000,000 Series 14 Preferred Shares at the same offering price, which, if exercised in full, would increase the gross offering size to $150,000,000. Closing of the offering is expected to occur on or about September 27, 2024.

The Company owns a portfolio consisting of approximately 119 million Class A Limited Voting Shares of Brookfield Corporation and approximately 30 million Class A Limited Voting Shares of Brookfield Asset Management Ltd. (collectively, the “Brookfield Securities”),which are 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 Securities.

Brookfield Corporation is a leading global investment firm focused on building long-term wealth for institutions and individuals around the world. Brookfield Corporation has three core businesses: alternative asset management, wealth solutions, and its operating businesses which are in renewable power, infrastructure, business and industrial services, and real estate. Brookfield Corporation is listed on the New York Stock Exchange and Toronto Stock Exchange under the symbol BN.

Brookfield Asset Management Ltd. (“BAM”) is a leading global alternative asset manager with approximately US$1 trillion of assets under management across renewable power & transition, infrastructure, private equity, real estate, and credit. BAM’s objective is to generate attractive, long-term risk-adjusted returns for the benefit of its clients and shareholders. BAM is listed on the New York Stock Exchange and Toronto Stock Exchange under the symbol BAM.

Jason Weckwerth, Chief Financial Officer, will be available at (416) 363-9491 to answer any questions regarding the offering.

The prospectus is available at SEDARPlus, but as usual I am not permitted – or able – to post a link to it, because the Canadian Securities Administrators consider this information to be TOP SECRET and not something for investors to worry their pretty little heads about. Anyway, search for
“Partners Value Split Corp. / Partners Value Split Corp. (000016555)
Prospectus (non pricing) supplement (other than ATM) – English.pdf
23 Sep 2024 20:35 EDTSeptember 23 2024 at 20:35:46 Eastern Daylight Time
Ontario
511 KB
Generate URL”

Anyway, from the prospectus:

Quarterly dividends on the Series 14 Preferred Shares will be paid by the Company on or about the 7th day of March, June, September and December in each year. Based on the anticipated closing date of September 27, 2024, the initial dividend (which covers the period from closing to November 30, 2024) is expected to be $0.24486 per Series 14 Preferred Share, and is expected to be paid on or about December 7, 2024 to holders of record on November 22, 2024. The Series 14 Preferred Shares may be surrendered for retraction at any time. The Company will redeem all outstanding Series 14 Preferred Shares on June 30, 2030 (the “Series 14 Redemption Date”) for a cash amount per share equal to the lesser of (i) $25.00 plus any accrued and unpaid dividends and (ii) the Net Asset Value per Unit (as defined herein). See “Details of Offering — Series 14 Preferred Shares” and “Dividend Policy”.
…
The Series 14 Preferred Shares have been provisionally rated Pfd-2 by DBRS Limited (“DBRS”).
…
A holder retracting Series 14 Preferred Shares will receive per Series 14 Preferred Share retracted, as payment for such shares, a number of debentures (the “Series 12 Debentures”) determined by dividing the holder’s aggregate Preferred Share Retraction Price (as defined below) by $25.00, being the principal amount of the Series 12 Debenture.
…
Series 14 Preferred Shares may be redeemed by the Company at any time on or after June 30, 2028 and prior to June 30, 2030 (the “Series 14 Redemption Date”) at a price (the “Series 14 Preferred Share Redemption Price”), which, prior to June 30, 2029 will equal $25.50 per share plus accrued and unpaid dividends and which will decline by $0.50 on June 30, 2029. All Series 14 Preferred Shares outstanding on the Series 14 Redemption Date will be redeemed for a cash amount equal to the lesser of $25.00 plus any accrued and unpaid dividends, and the Net Asset Value per Unit. Notwithstanding the first sentence of this paragraph, the Company may redeem Series 14 Preferred Shares prior to June 30, 2028 for $26.00 per share plus accrued and unpaid dividends if, and will not redeem Series 14 Preferred Shares prior to June 30, 2028 unless: (i) Capital Shares have been retracted; or (ii) there is a take-over bid for the BN Shares and the board of directors of the Company determines that such bid is in the best interest of the holders of the Capital Shares.
…
The Series 14 Preferred Shares will rank prior to the Capital Shares, the Class AAA Preferred Shares and the Junior Preferred Shares and on a pari passu basis with all other Preferred Shares (other than the Class AAA Preferred Shares and the Junior Preferred Shares) with respect to the payment of dividends, distributions upon a redemption, retraction or return of capital and distributions upon a dissolution, liquidation or winding-up of the Company.
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Holders of the Series 12 Debentures will be entitled to receive quarterly fixed interest payments at a rate of 5.60% per annum. Interest will be paid by the issuer of the Series 12 Debentures (the “Issuer”) quarterly on or about the 7th day of March, June, September and December in each year; provided that the Issuer may, at its option, provided no Event of Default (as defined under “Events of Default”) has occurred and is continuing, elect to defer payment of interest due on any interest payment date until maturity on the condition that, in the event of such an election, no interest, dividends or other distributions will be permitted to be paid in respect of any of the Company’s subordinate classes of securities.
…
The Series 12 Debentures will be direct unsecured obligations of the Issuer and will rank junior to all other unsecured and unsubordinated indebtedness incurred by the Issuer and prior to all Preferred Shares and, if issued by the Issuer, the capital shares of such Issuer, with respect to the payment of interest and repayment of the outstanding principal amount.

I have no idea what the ticker might be when these get issued.

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

Update, 2024-9-24:DBRS Provisional Pfd-2 Rating:

DBRS Limited (Morningstar DBRS) assigned a provisional credit rating of Pfd-2 to the Class AA Preferred Shares, Series 14 (the Series 14 Preferred Shares) to be issued by Partners Value Split Corp. (the Company) that will rank pari passu with the existing Class AA Preferred Shares, Series 8; the Class AA Preferred Shares, Series 9; the Class AA Preferred Shares, Series 10; the Class AA Preferred Shares, Series 11; the Class AA Preferred Shares, Series 12; and the Class AA Preferred Shares, Series 13 (collectively, the Class AA Preferred Shares).

The Series 14 Preferred Shares will be entitled to a fixed quarterly cumulative preferential dividend of [$] per share to yield [%] per annum on the issue price of $25.00. The maturity date for the Series 14 Preferred Shares will be June 30, 2030. Prior to the issuance of the Series 14 Preferred Shares, the Company will subdivide the existing Capital Shares, so that after the closing of the offering, the aggregate number of preferred shares (Class AA Preferred Shares and Junior Preferred Shares) outstanding and the aggregate number of Capital Shares outstanding will be equal. The Company has also provided notice that it will be redeeming the outstanding Class AA Preferred Shares, Series 8 on its maturity date of September 30, 2024, in accordance with its terms.

The Company’s investment objective is to hold a portfolio (the Portfolio) of Class A Limited Voting Shares of Brookfield Corporation (the BN Class A Shares; Brookfield Corporation has an Issuer Rating of “A” with a Stable trend and a credit rating on its Preferred Shares of Pfd-2 with a Stable trend by Morningstar DBRS). Brookfield Corporation was formerly known as Brookfield Asset Management Inc. (Brookfield). On December 9, 2022, Brookfield completed its public listing and distribution of a 25% interest in its asset management business, through Brookfield Asset Management Ltd. (BAM) by way of a plan arrangement. As a result of this plan arrangement, the Company received one Class A Limited Voting Share of BAM (the BAM Class A Shares, collectively with the BN Class A Shares, the Brookfield Shares) for every four BN Class A Shares it held. Currently, the Company holds 119,611,449 BN Class A Shares and 29,902,862 BAM Class A Shares. Dividends received from the Portfolio are used to fund the payment of interest on the debentures to the extent that any have been issued and to fund the payment of dividends on the Class AA Preferred Shares.

The Company has issued a limited number of Class A Voting Shares that rank senior to the Class AA Preferred Shares in respect of capital upon the dissolution, wind-up, or insolvency of the Company. There are currently 100 of such shares outstanding with a book value of USD 8,000.

Each series of Class AA Preferred Shares ranks pari passu with all other Class AA Preferred Shares and senior to:
— the Class AAA Preferred Shares,
— the Junior Preferred Shares, which currently consists of the Junior Preferred Shares, Series 1; the Junior Preferred Shares, Series 2; the Junior Preferred Shares, Series 3 and the Junior Preferred Shares, Series 4 and
— the Capital Shares,
with respect to payment of dividends and repayment of principal.

There are currently no Class AAA Preferred Shares outstanding. The Junior Preferred Shareholders are entitled to receive quarterly noncumulative cash distributions at an annual rate of 5% when declared by the board of directors. There is $321 million worth of Junior Preferred Shares currently outstanding. The Company’s Capital Shareholders will only receive excess dividend income after interest on the debentures, Class AA Preferred Share distributions, Junior Preferred Share distributions, and other Company expenses have been paid. Any capital appreciation of the Brookfield Shares will benefit the Capital Shareholders.

Following the issuance of the Series 14 Preferred Shares, the downside protection available to the Class AA Preferred Shares is expected to be approximately 91% and the dividend coverage ratio is expected to be approximately 2.7 times (x; based on the Canadian dollar and U.S. dollar exchange rate as of September 16, 2024). If the underwriters’ overallotment option is exercised, the downside protection and dividend coverage is expected to be 90.7% and 2.7x, respectively. Because of the excess-only nature of both Junior Preferred Share and Capital Share dividends, there is no grind on the Portfolio. The Company receives dividends in U.S. dollars; consequently, there is risk that an appreciating Canadian dollar will cause the dividend coverage ratio to fall below 1.0x. In the event of a shortfall, the Company may sell some of the Portfolio’s securities, engage in security lending, or write covered call options to generate sufficient income to satisfy its obligations to pay the Class AA Preferred Shares’ dividends. If the Company chooses to lend its holdings, the Portfolio would be exposed to potential losses in the event that the borrower defaults on its obligations to return the borrowed securities.

The main constraints to the credit rating are the following:
— The downside protection available to the Class AA Preferred Shareholders depends solely on the market value of the Brookfield Shares held in the Portfolio, which will fluctuate over time.
— There is a lack of diversification, as the Portfolio is entirely made up of Brookfield Shares.
— Changes in the dividend policy of Brookfield Corporation and BAM may result in reductions in the Class AA Preferred Shares’ dividend coverage.
— As the Brookfield Shares receive dividends in U.S. dollars, the Company is exposed to foreign currency risk relating to the Canadian-U.S. exchange rate, specifically the appreciation of the Canadian dollar versus the U.S. dollar. This may have a negative impact on the dividend coverage ratio of the Class AA Preferred Shares as these dividends are paid in Canadian dollars.
— Downside protection available to the Class AA Preferred Shares may be negatively affected by the retraction of the Junior Preferred Shares.

Morningstar DBRS’ credit rating on the Series 14 Preferred Shares addresses the credit risk associated with the identified financial obligations in accordance with the relevant transaction documents. The associated financial obligations are the quarterly fixed cumulative preferential dividends and the return of principal on the maturity date.

Morningstar DBRS’ credit rating does not address nonpayment risk associated with contractual payment obligations contemplated in the applicable transaction document(s) that are not financial obligations.

On 2024-1-10, Middlefield Limited announced:

that [International Clean Power Dividend Fund (“CLP”)] intends to merge (the “Merger”) into Infrastructure Dividend Split Corp. (“Infrastructure Split Corp.”), a split share corporation to be formed in connection with the Merger, with unitholders of CLP becoming Class A shareholders of Infrastructure Split Corp. In conjunction with the Merger, Infrastructure Split Corp. plans to undertake an offering of a number of preferred shares (the “Preferred Shares”) approximately equal to the number of Class A shares that are outstanding immediately following the Merger. Terms of the Preferred Shares will be announced at least 60 days prior to the Preferred Share offering and will be included in an information circular distributed to unitholders in advance of the Meeting (as defined below).

The investment strategy of Infrastructure Dividend Split Corp. will be to invest in an actively managed portfolio of approximately 15 dividend-paying issuers operating in the infrastructure sector that Middlefield Capital Corporation (the “Advisor”), the investment advisor of CLP and Infrastructure Split Corp., believes are currently undervalued and well-positioned to benefit from the Advisor’s outlook for a gradual reduction in interest rates, the continuation of global decarbonization, and favourable demographics (such as growing middle class and urbanization).

Infrastructure Dividend Split Corp.’s investment objectives will be to provide:

Holders of Class A shares with:

(i) non-cumulative monthly cash distributions; and

(ii) the opportunity for capital appreciation through exposure to Infrastructure Dividend Split Corp.’s portfolio; and

Holders of Preferred shares with:

(i) fixed cumulative preferential quarterly cash distributions; and

(ii) a return of the original issue price of $10.00 to holders upon maturity.

Infrastructure Split Corp.’s investment objectives and strategies will differ from those of CLP, including as a result of Infrastructure Split Corp.’s investment objectives and strategies not referring to environmental, social, and governance (“ESG”) considerations. Infrastructure Split Corp. will continue to consider ESG factors alongside other investment characteristics when selecting issuers for inclusion in its portfolio, but will not be constrained by such considerations. The Manager believes that the new objectives and strategies will provide Infrastructure Split Corp. with greater flexibility and a broader investment universe than those of CLP, which the Manager believes will ultimately lead to better returns for investors.

Split share corporations are unique investment vehicles that provide opportunities for both conservative and more aggressive investors. Further details regarding the operation of split share corporations can be found at https://middlefield.com/split-share-primer/.

Pursuant to the Merger, Infrastructure Split Corp. will issue Class A shares to CLP’s unitholders with a value of $15 per Class A Share. The initial target distribution yield for the Class A Shares will be 10% per annum based on the notional $15 issue price (or $0.125 per month or $1.50 per annum). On a relative basis after accounting for the exchange ratio as of January 9, 2024, unitholders can expect to see their gross monthly distributions increase by approximately 35% post Merger. The management fee of Infrastructure Split Corp. will be 1.10% per annum, a reduction from the 1.25% per annum management fee of CLP.

A special meeting of unitholders of CLP will be held on or about April 16, 2024, at which unitholders of CLP as of a record date to be determined will be asked to approve the Merger. Further details of the meeting will be provided in an information circular to be distributed to unitholders of CLP as of the record date in advance of the special meeting. If approved, the Merger is expected to be completed on or about April 18, 2024 (the “Effective Date”). All costs of the Merger and the special meeting will be borne by the Manager.

The Merger will not be effected on a tax-deferred roll-over basis and, as such, will be considered a taxable event for investors that may result in capital losses or gains becoming realized. The Merger will be completed at an exchange ratio calculated as the net asset value per unit of CLP determined as at the close of trading on the TSX on the business day immediately prior to the Effective Date divided by $15.00. Pursuant to the Merger, Infrastructure Split Corp. will assume the liabilities of CLP and will issue Class A Shares of Infrastructure Split Corp., based on the exchange ratio, in satisfaction of the purchase price for the assets of CLP.

The Manager believes that the Merger will benefit unitholders of CLP. Class A Shares of split share corporations have demonstrated the potential to trade closer to, and in some cases even above, their fund’s net asset value per share. If the shares trade at or above net asset value, the Infrastructure Split Corp. could position itself to raise additional capital, thereby leading to a larger asset base, improved liquidity and lower overall cost.

The unitholders of CLP who do not wish to participate in the Merger can sell their units in the market or tender them for a redemption prior to the Merger. In order to provide unitholders with more time to consider their options, the Manager has extended the redemption notice period to Thursday, February 29, 2024. Unitholders should be aware that by tendering units for redemption they will be exposed to pricing risk for the period between the deadline to tender units and the effective date of the redemption, being March 28, 2024, and that redemption proceeds equal to the net asset value per unit of CLP as of such redemption, less any costs associated with the redemption, will be paid sometime in April 2024.

The Merger remains subject to the satisfaction of all regulatory requirements and customary closing conditions, including the approval to list the Infrastructure Split Corp. on a stock exchange, and securities regulatory approval of the offering of preferred shares by Infrastructure Split Corp., if applicable.

I love the way they tout the idea that “unitholders can expect to see their gross monthly distributions increase by approximately 35% post Merger”. Sure, Middlefield. And all this money is magically appearing out of nowhere, right?

The mutual fund that is to be converted hasn’t been doing very well, according to the 2023 Year-end factsheet. Not surprising, really, given the movement in interest rates since inception, and performance is at least in the same ballpark as the designated benchmark (a 50-50 mix of the S&P Global 1200 Utilities Sector GICS Level 1 index and the S&P Global Clean Energy Net Total Return Index).

DBRS has blessed the proposed preferred shares with a provisional Pfd-3(high) rating:

DBRS Limited (Morningstar DBRS) assigned a provisional credit rating of Pfd-3 (high) to the Preferred Shares to be issued by Infrastructure Dividend Split Corp. (the Company). Middlefield Limited will act as the manager of the Company (the Manager).

The Company intends to acquire pursuant to an asset purchase agreement (the CLP transaction), the investment portfolio of International Clean Power Dividend Fund (CLP), a non-redeemable investment fund structured as a trust and managed by the Manager. At the time of closing of the CLP transaction, the investment portfolio of CLP will comprise securities that are consistent with the Company’s investment strategy. In exchange for the assets of CLP, the Company will issue Class A Shares that will be distributed by CLP to its former unitholders and CLP will be wound up. Closing of the CLP transaction will be conditional upon the approval of CLP unitholders, which will be sought at a meeting to be held on or about May 1, 2024.

In conjunction with the CLP transaction, the Company will offer Preferred Shares in a number approximately equal to the number of Class A Shares that will be outstanding immediately following the closing of the CLP transaction. The Company intends to issue Preferred Shares and Class A Shares with an issue price per Preferred Share and per Class A Share that will result in 40% of the gross proceeds coming from the issuance of the Preferred Shares and the remaining 60% of the gross proceeds coming from the issuance of the Class A Shares. Following the closing of the CLP transaction and the initial offering of Preferred Shares, the Company may undertake further offerings of Preferred Shares and Class A Shares only on the basis that an equal number of Preferred Shares and Class A Shares will be outstanding at all material times. The Preferred Shares will mature on April 30, 2029 (Maturity Date). The term of the Company may be extended beyond the Maturity Date for additional terms of five years each as determined by the Company’s board of directors.

The Company will use the net proceeds raised from the sale of the Preferred Shares to invest in securities of infrastructure issuers in accordance with the Company’s investment objectives, strategy, and restrictions.

The investment strategy of the Company is to invest in an actively managed portfolio (the Portfolio) comprising approximately 15 dividend paying securities of issuers operating in the infrastructure sector. The Company will invest in issuers the Advisor (Middlefield Capital Corporation) believes are undervalued and well-positioned to benefit from the Advisor’s outlook for a gradual reduction in interest rates, the continuation of global decarbonization, and favourable demographics (the Infrastructure Issuers). The Company is restricted from having for a period of more than 30 consecutive days: (1) less than 75% of the value of the total assets of the Company (excluding cash and cash equivalents) comprising the securities of Infrastructure Issuers, (2) more than 25% of the value of the total assets of the Company (excluding cash and cash equivalents) comprising securities of issuers having a market capitalization of less than CAD$1 billion, and (3) more than 15% the value of the total assets of the Company (excluding cash and cash equivalents) comprising securities of issuers from countries that meet MSCI’s definition of emerging market country. The Portfolio may include securities denominated in currencies other than the Canadian dollar, which may expose the Company to foreign exchange risk. However, the Company initially intends to hedge the majority of the exposure back to the Canadian dollar.

The Company intends to initially invest in a Portfolio consisting of equity securities from the following 15 investment-grade Infrastructure Issuers: Brookfield Infrastructure Corp, Brookfield Renewable Corp, Capital Power Corp, Crown Castle Inc, CT REIT, Enbridge Inc, Gibson Energy Inc, National Grid plc, NextEra Energy Inc, Northland Power Inc, SmartCentres, Southern Company, SSE plc, TC Energy Corp, and Union Pacific Corp.

The Preferred Shares will be entitled to receive fixed cumulative preferential quarterly cash distributions of $0.18 per share, representing a 7.2% per annum return on the issue price of $10.00. Holders of the Class A Shares will initially receive regular monthly noncumulative distributions targeted to be 10% per annum based on the initial issue price of $15.00. The Company intends to increase or decrease from time to time, the targeted monthly distribution amount to the Class A Shares, to reflect any increase or decrease to the Company’s available income. No monthly distributions to the Class A Shares will be made if (1) distributions to the Preferred Shares are in arrears or (2) in respect of a cash distribution, the net asset value (NAV) of the Company falls below 1.5 times the principal amount of the outstanding Preferred Shares. To supplement Portfolio income, the Manager may write covered call options on all or a portion of the shares held in the Portfolio, engage in securities lending, and rely on realized capital gains.

Based on the initial asset coverage of 2.5x, the net asset value of the Company would have to fall by approximately 59% for the holders of the Preferred Shares to be in a loss position. The initial dividend coverage ratio is above 1.0 times (x).

The Company may establish a loan facility or prime brokerage facility (the Loan Facility) for working capital purposes, with the maximum amount of 5% of the NAV of the Company. The Company may pledge the Portfolio securities as collateral for amounts borrowed under the loan facility. The Preferred Shares will be subordinated to any indebtedness under the Loan Facility.

The Company may issue an unlimited number of Preferred Shares, Class A Shares, and Class M Shares. The Preferred Shares rank in priority to the Class A Shares with respect to the payment of distributions and the repayment of capital on the dissolution, liquidation, or winding-up of the Company. The Class A Shares rank subsequent to the Preferred Shares, with respect to distributions and the repayment of capital on the dissolution, liquidation, or winding-up of the Company. The Class M Shares rank subsequent to both the Preferred Shares and the Class A Shares. There are 100 Class M Shares issued and outstanding at an issue price of $0.10 per share, and no additional Class M Shares can be issued until all the Class A Shares and Preferred Shares have been retracted, redeemed, or purchased for cancellation. The holders of the Class M Shares are not entitled to receive dividends.

On maturity, the holders of the Preferred Shares will be entitled to the value of the Portfolio up to the face value of the Preferred Shares and any accrued and unpaid dividends.

The Pfd-3 (high) credit rating reflects (1) the level of downside protection available to holders of the Preferred Shares, (2) the initial Portfolio quality and underlying securities correlation, (3) the effect of stated distributions to the Class A Shares, and (4) term to maturity of the Preferred Shares.

The main constraints to the provisional credit rating are the following:

(1) The downside protection available to holders of the Preferred Shares will depend on the value of the securities held in the Portfolio.

(2) Volatility of price and changes in the dividend policies of the underlying issuers may result in significant reductions in interest coverage or downside protection from time to time.

(3) Reliance on the Manager to generate additional yield on the Portfolio to meet distributions and trust expenses, without having to liquidate portfolio securities.

(4) Stated monthly distributions on the Class A Shares, which will create a grind on the Portfolio mitigated by an asset coverage test of 1.5x, which ensures sufficient levels of downside protection to the holders of the Preferred Shares.

Morningstar DBRS’ credit rating on the Preferred Shares addresses the credit risk associated with the identified financial obligations in accordance with the relevant transaction documents. The associated financial obligations are the fixed cumulative preferential quarterly cash distributions and the return of the original issue price to holders of the Preferred Shares on the maturity date.

Morningstar DBRS’ credit rating does not address non-payment risk associated with contractual payment obligations contemplated in the applicable transaction documents that are not financial obligations.

Morningstar DBRS’ long-term credit ratings provide opinions on risk of default. Morningstar DBRS considers risk of default to be the risk that an issuer will fail to satisfy the financial obligations in accordance with the terms under which a long-term obligation has been issued. The Morningstar DBRS short-term debt rating scale provides an opinion on the risk that an issuer will not meet its short-term financial obligations in a timely manner.

So, we’ll see. This issue could start off with a substantial float, if enough unitholders convert to Capital Units, which would be nice … for potential preferred share purchasers, anyway!

Brookfield Renewable Partners L.P. has announced:

that it has agreed to issue 5,000,000 5.50% Cumulative Perpetual Class A Preferred Limited Partnership Units, Series 18 (the “Series 18 Preferred Units”) on a bought deal basis to a syndicate of underwriters led by CIBC Capital Markets, BMO Capital Markets, National Bank Financial Inc., RBC Capital Markets, Scotiabank and TD Securities Inc. for distribution to the public. The Series 18 Preferred Units will be issued at a price of C$25.00 per unit, for gross proceeds of C$125,000,000.

Holders of the Series 18 Preferred Units will be entitled to receive a fixed cumulative quarterly distribution yielding 5.50% annually. The Series 18 Preferred Units will be redeemable by Brookfield Renewable on and after April 30, 2027.

Brookfield Renewable has granted the underwriters an option, exercisable until 48 hours prior to closing, to purchase up to an additional 1,000,000 Series 18 Preferred Units which, if exercised, would increase the gross offering size to C$150,000,000.

The Series 18 Preferred Units will be offered in all provinces and territories of Canada by way of a prospectus supplement to Brookfield Renewable’s existing Canadian short form base shelf prospectus dated August 20, 2021. Once filed, the prospectus supplement will be available on Brookfield Renewable’s profile on SEDAR at www.sedar.com. The Series 18 Preferred Units may not be offered or sold in the United States or to U.S. persons absent registration or an applicable exemption from the registration requirements under the U.S. Securities Act.

Brookfield Renewable intends to use the net proceeds from this offering to finance and/or refinance investments made in renewable power generation assets or businesses and to support the development of clean energy technologies that constitute Eligible Investments, including the potential redemption of all or a portion of the Partnership’s Class A Preferred Limited Partnership Units, Series 11 on April 30, 2022.

The offering of Series 18 Preferred Units is expected to close on or about April 14, 2022.

I haven’t seen the prospectus supplement yet, but prospective purchasers should bear in mind that the distributions from these Preferred Units will almost certainly be relatively complex. See the BEP tax information page and especially the link to the 2021 Canadian Taxable Income Calculation (Preferred) MS-Excel spreadsheet at the bottom of this page.

Partners Value Split Corp. has announced:

that it has entered into an agreement to sell 4,000,000 Class AA Preferred Shares, Series 13 (the “Series 13 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 13 Preferred Shares will be issued at a price of $25.00 per share, for gross proceeds of $100,000,000. The Series 13 Preferred Shares will carry a fixed coupon of 4.45% and will have a final maturity of May 31, 2029. The Series 13 Preferred Shares have a provisional rating of Pfd-2 (low) from DBRS Limited. The net proceeds of the offering will be used by the Company to pay a special dividend on the Company’s capital shares.

The Company has granted the underwriters an option, exercisable in whole or part prior to closing, to purchase up to an additional 2,000,000 Series 13 Preferred Shares at the same offering price, which, if exercised in full, would increase the gross offering size to $150,000,000. Closing of the offering is expected to occur on or about March 25, 2022.

The Company owns a portfolio consisting of approximately 119.6 million 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$690 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.

Update, 2022-3-21: The greenshoe was exercised:

Partners Value Split Corp. (the “Company”) announced today that as a result of strong investor demand for its previously announced offering, the underwriters have exercised their option to increase the size of the offering to 6,000,000 Class AA Preferred Shares, Series 13 (the “Series 13 Preferred Shares”). The Series 13 Preferred Shares will be issued at a price of $25.00 per share, for gross proceeds of $150,000,000. The Series 13 Preferred Shares are being issued on a bought deal basis to a syndicate of underwriters led by Scotiabank, BMO Capital Markets, CIBC Capital Markets, RBC Capital Markets and TD Securities Inc.

The Series 13 Preferred Shares will carry a fixed coupon of 4.45% and will have a final maturity of May 31, 2029. The Series 13 Preferred Shares have a provisional rating of Pfd-2 (low) from DBRS Limited. The net proceeds of the offering will be used to pay a special dividend on the Company’s capital shares. Closing of the offering is expected to occur on or about March 25, 2022.

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.