PrefBlog

Brompton Funds Limited has announced (table formatting added):

that Brompton Oil Split Corp. (the “Company”) has filed an amended and restated preliminary prospectus in respect of an initial public offering of preferred shares and class A shares.

The Company will invest in a portfolio (the “Portfolio”) of equity securities of at least 15 large capitalization North American oil and gas issuers, as listed below, selected by the Manager from the S&P 500 Index and the S&P/TSX Composite Index giving consideration to attractive valuation, growth prospects, profitability, liquidity, sustainability of dividends and a strong balance sheet. The Portfolio will be focused primarily on oil and gas issuers that have significant exposure to oil, and will include equities of the following oil and gas issuers:

ARC Resources Ltd.	Chevron Corporation	Occidental Petroleum Corporation
Canadian Natural Resources Limited	Encana Corporation	PrairieSky Royalty Ltd.
ConocoPhillips	EOG Resources Inc.	Suncor Energy Inc.
Crescent Point Energy Corp.	Husky Energy Inc.	Vermilion Energy Inc.
Cenovus Energy Inc.	Imperial Oil Limited	Exxon Mobil Corporation

Prospective purchasers investing in the Company will have the option of paying for shares in cash or by exchanging equity securities of Exchange Eligible Issuers (the “Exchange Option”), as set forth below. Prospective purchasers who utilize the Exchange Option must have their investment advisor deposit their securities of Exchange Eligible Issuers with Equity Financial Trust Co. (the “Exchange Agent”) through CDS prior to 5:00 p.m. (Toronto time) on January 23, 2015. Please contact your investment advisor or refer to the prospectus for detailed information on how to participate in the offering by way of either cash purchase or exchange of securities. The Exchange Eligible Issuers include all of the Portfolio issuers, with the exception of Occidental Petroleum Corporation.

Holders of Class A shares will receive the benefits of monthly cash distributions targeted to be 8.0% per annum on the $15.00 issue price, low management fees and the opportunity for growth in net asset value. Holders of preferred shares will receive attractive quarterly distributions of 5.0% per annum on the $10.00 issue price.

Brompton Funds Limited will be the investment fund manager and portfolio manager of the Company. The Manager currently manages 4 split share funds with assets under management over $900 million. The portfolio management team will be led by Laura Lau, an award winning portfolio manager with over 20 years of experience in financial services, who has a proven track record in managing flow-through funds and resource assets. The team also includes Michael Clare, an experienced energy and flow-through portfolio manager who specializes in the analysis of crude oil and natural gas markets.

The syndicate of agents for the offering is being led by Scotiabank, CIBC and RBC Capital Markets with TD Securities Inc., BMO Capital Markets, National Bank Financial Inc., GMP Securities L.P., Raymond James Ltd., Canaccord Genuity Corp., Desjardins Securities Inc., Dundee Securities Ltd., Industrial Alliance Securities Inc. and Mackie Research Capital Corporation.

The preliminary prospectus is available on the Brompton website.

Brompton Oil Split Corp. (the ‘‘Company’’) is a mutual fund corporation established under the laws of the Province of Ontario. The Company proposes to offer preferred shares (‘‘Preferred Shares’’) and class A shares (‘‘Class A Shares’’) at a price of $10.00 per Preferred Share and $15.00 per Class A Share (the ‘‘Offering’’). Preferred Shares and Class A Shares are issued only on the basis that an equal number of Preferred Shares and Class A Shares will be outstanding at all times.

The investment objectives for the Preferred Shares are to provide their holders with fixed cumulative preferential quarterly cash distributions in the amount of $0.1250 per Preferred Share ($0.50 per annum or 5.0% per annum on the issue price of $10.00 per Preferred Share) until March 31, 2020 (the ‘‘Maturity Date’’) and to return the original issue price of $10.00 to holders on the Maturity Date. See ‘‘Investment Objectives’’.

It is noteworthy that:

No distributions will be paid on the Class A Shares if (i) the distributions payable on the Preferred Shares are in arrears or (ii) in respect of a cash distribution by the Company, the NAV per Unit would be less than $15.00.
…
Preferred Shares may be surrendered at any time for retraction to • (the “Registrar and Transfer Agent”), the Company’s registrar and transfer agent, but will be retracted only on the second last Business Day of a month (the “Retraction Date”). … Holders of Preferred Shares whose Preferred Shares are surrendered for retraction will be entitled to receive a retraction price per Preferred Share equal to 96% of the lesser of (i) the NAV per Unit determined as of such Retraction Date, less the cost to the Company of the purchase of a Class A Share for cancellation; and (ii) $10.00.
…
Redemption of the Shares by the Company: All Preferred Shares and Class A Shares of the Company outstanding on the Maturity Date will be redeemed by the Company on such date provided that theterm of the Company may be extended after the Maturity Date for a further period of five years and thereafter for additional successive periods of five years as determined by the Company’s Board of Directors on such date.

So it’s got a NAV test on Capital Units dividends, monthly retractions and no redemption prior to maturity. I like it already!

They also state (I believe that this is a regulatory requirement):

Assuming that the gross proceeds of the Offering are $100 million and fees and expenses are as presented in this prospectus, in order to achieve the Company’s targeted annual distributions for the Class A Shares and the Preferred Shares while maintaining a stable NAV per Unit, the Company will be required to generate an average annual total return (comprised of net realized capital gains, option premiums and dividends) on the Portfolio of approximately 8.4%. The Portfolio currently generates dividend income of 3.5% per annum and would be required to generate an additional 4.9% per annum from other sources to return and distribute such amounts. Such distributions may consist of ordinary dividends, capital gains dividends or returns of capital. There can be no assurance that the Company will be able to pay distributions to the holders of Preferred Shares or Class A Shares.

This is hopelessly misleading. In the presence of cash flows and volatility, the company is exposed to Sequence of Returns risk and the quoted 8.4% total return requirement is applicable only if volatility is zero (ha!) or option profits make up the “additional 4.9% from other sources” (ha!) or in some other way the company does not have to take market action on its portfolio to alternately raise and invest cash (see Credit Quality of SplitShare Preferreds. 8.4% is the mathematical minimum requirement; in practice the requirement is much higher. But that’s mainly for the suckers who buy Capital Units to worry about and discuss.

The pricing doesn’t give much of a concession to buyers, but if this is issued in reasonable size it will certainly be tracked by HIMIPref™.

Update, 2015-01-08: Provisionally rated Pfd-3(high) by DBRS:

DBRS Limited (DBRS) has today assigned a provisional rating of Pfd-3 (high) to the Preferred Shares to be issued by Brompton Oil Split Corp. (the Company). The Company will issue an equal number of Preferred Shares and Class A Shares, at an issue price of $10.00 per Preferred Share and $15.00 per Class A Share. The Preferred Shares and Class A Shares will be scheduled to mature on March 31, 2020.

Net proceeds from the offering will be used to invest in the common shares of at least 15 large capitalization North American oil and gas issuers (the Portfolio). The Portfolio will be initially equally weighted and will be rebalanced at least semi-annually. A portion of the Portfolio’s investments will be denominated in U.S. dollars, and this exposure is expected to be hedged completely back to the Canadian dollar.

Dividends received on the Portfolio will be used to pay a fixed cumulative quarterly distribution to holders of the Preferred Shares of $0.1250 per Preferred Share ($0.50 per annum or 5.0% per annum on the initial issue price of $10.00 per Preferred Share), while holders of the Capital Shares are expected to receive a regular monthly non-cumulative cash distribution of $0.10 per Class A Share. The Company has the ability to write covered call options or engage in securities lending in order to generate additional income. Based on the minimum offering size, the initial downside protection available to holders of the Preferred Shares is expected to be approximately 57.3%.

The provisional rating is primarily based on the expected level of downside protection and dividend coverage available to holders of the Preferred Shares as well as the credit quality of the underlying companies in the Portfolio.

Faircourt Asset Management has announced (although not yet on their website):

Faircourt Asset Management Inc., the manager of Faircourt Split Trust (the “Trust”) (TSX: FCS.UN; FCS.PR.B), is pleased to announce that it has filed a preliminary short form prospectus for an offering of a new series of 6.00% preferred securities (the “Preferred Securities”) in order to relever the existing trust units (the “Units”) of the Trust and additional Units and Preferred Securities on a matched basis (the “Offering”).

The Preferred Securities are to be issued at $10.00 per Preferred Security to yield 6.00% on the issue price. The Preferred Securities have been provisionally rated Pfd-3 (low) by DBRS Limited.

The Offering is expected to close on or about December 30, 2014. The net proceeds of the Offering of Preferred Securities will be used to fund the redemption of the 6.25% preferred securities of the Trust which mature on December 31, 2014. To the extent the net proceeds of the Offering exceed the funding requirements associated with these redemptions, the Trust may purchase additional securities to be held in the portfolio of securities of the Trust in accordance with the investment objectives and investment strategy of the Trust and subject to the investment restrictions of the Trust.

The syndicate of agents for the Offering is being co-led by National Bank Financial Inc. and CIBC World Markets Inc., and includes Canaccord Genuity Corp., GMP Securities L.P. and Raymond James Ltd.

The preliminary prospectus is available on SEDAR with the references “Dec 10 2014 10:59:07 ET Preliminary short form prospectus – English PDF 378 K”. I am not permitted to link directly to the preliminary prospectus since the Alberta Securities Commission has decided that this would make life too easy for retail scum like you. Suck it up, scumbags!

DBRS has assigned a preliminary rating of Pfd-3(low):

DBRS Limited (DBRS) has today assigned a provisional rating of Pfd-3 (low) to the 6.00% Preferred Securities to be issued by Faircourt Split Trust (the Company). The 6.00% Preferred Securities are being issued to fund the redemption of the currently outstanding 6.25% Preferred Securities, which are scheduled to mature on December 31, 2014. Additional 6.00% Preferred Securities and Trust Units may be issued on a matched basis. The 6.00% Preferred Securities will be scheduled to mature on June 30, 2019.
…
The Company has advised DBRS that the initial downside protection available to holders of the 6.25% Preferred Securities is expected to be approximately 34.9% after the payment of all issuance expenses. Dividends received on the Portfolio will be used to pay a fixed cumulative quarterly distribution to holders of the 6.00% Preferred Securities, while holders of the Trust Units are expected to receive a monthly distribution of $0.02. Based on the current dividend yield on the Portfolio as of November 24, 2014, the 6.00% Preferred Securities dividend coverage ratio is expected to be approximately 0.04 times.

The Dividend Coverage Ratio referred to by DBRS is extremely low but looks accurate. According to the 2014H1 Semi-Annual Report, the fund’s income from “Distributions and dividends” was $ 475,389 and “Interest for distribution purposes” was $27,866, is a total of $503,255. I am ignoring realized and unrealized capital gains for this purpose, as well as “Income from Derivatives” which is capital gains from options trading, and ignoring the Foreign Exchange loss.

Expenses include Management Fees, Service Fees, Audit Fees, Legal Fees, Security Holder Reporting Costs, Custodial Fees, Independent Review Committee Fees and Withholding Taxes, total $456,188 (I’m leaving out Commissions and Other Portfolio Transaction Costs) leaves a net $47,067 to cover $903,204 in Preferred Security interest payments, is an income coverage of 5%. So it looks like the DBRS estimate of 4% is entirely realistic.

This is likely to be a very small issue, but since HIMIPref™ has been tracking FCS.PR.B (which will be refunded from the proceeds of this issue), I’ll track this one too.

The Canadian Imperial Bank of Commerce has announced:

that it had entered into an agreement with a group of underwriters led by CIBC World Markets Inc. for an issue of 10 million Basel III-compliant non-cumulative Rate Reset Class A Preferred Shares, Series 41 (the “Series 41 Shares”) priced at $25.00 per Series 41 Share to raise gross proceeds of $250 million.

CIBC has granted the underwriters an option to purchase up to an additional two million Series 41 Shares at the same offering price, exercisable at any time up to two days prior to closing. Should the underwriters’ option be fully exercised, the total gross proceeds of the financing will be $300 million.

The Series 41 Shares will yield 3.75% per annum, payable quarterly, as and when declared by the Board of Directors of CIBC, for an initial period ending January 31, 2020. On January 31, 2020, and on January 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 2.24%.

Subject to regulatory approval and certain provisions of the Series 41 Shares, on January 31, 2020 and on January 31 every five years thereafter, CIBC may, at its option, redeem all or any part of the then outstanding Series 41 Shares at par.

Subject to the right of redemption, holders of the Series 41 Shares will have the right to convert their shares into non-cumulative Floating Rate Class A Preferred Shares, Series 42 (the “Series 42 Shares”), subject to certain conditions, on January 31, 2020 and on January 31 every five years thereafter. Holders of the Series 42 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 2.24%.

Holders of the Series 42 Shares may convert their Series 42 Shares into Series 41 Shares, subject to certain conditions, on January 31, 2025 and on January 31 every five years thereafter.

The expected closing date is December 16, 2014. CIBC will make an application to list the Series 41 Shares as of the closing date on the Toronto Stock Exchange. The net proceeds of this offering will be used for general purposes of CIBC.

CM has only one other FixedReset outstanding, CM.PR.O, which is a NVCC-compliant FixedReset, 3.90%+232, which commenced trading 2014-6-11 after being announced 2014-6-2.

The Toronto-Dominion Bank has announced:

a domestic public offering of Non-Cumulative 5-Year Rate Reset Preferred Shares, Series 5 (the “Series 5 Shares”).

TD has entered into an agreement with a group of underwriters led by TD Securities Inc. to issue, on a bought deal basis, 12 million Series 5 Shares at a price of $25.00 per share to raise gross proceeds of $300 million. TD has also granted the underwriters an option to purchase, on the same terms, up to an additional 2 million Series 5 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 Series 5 Shares will yield 3.75% annually, payable quarterly, as and when declared by the Board of Directors of TD, for the initial period ending January 31, 2020. Thereafter, the dividend rate will reset every five years at a level of 2.25% over the then five-year Government of Canada bond yield.

Subject to regulatory approval, on January 31, 2020 and on January 31 every 5 years thereafter, TD may redeem the Series 5 Shares, in whole or in part, at $25.00 per share. Subject to TD’s right of redemption, holders of the Series 5 Shares will have the right to convert their shares into Non-Cumulative Floating Rate Preferred Shares, Series 6 (the “Series 6 Shares”), subject to certain conditions, on January 31, 2020, and on January 31 every five years thereafter. Holders of the Series 6 Shares will be entitled to receive quarterly floating dividends, as and when declared by the Board of Directors of TD, equal to the three-month Government of Canada Treasury bill yield plus 2.25%.

The expected closing date is December 16, 2014. TD will make an application to list the Series 5 Shares as of the closing date on the Toronto Stock Exchange. The net proceeds of the offering will be used for general corporate purposes.

Later, they announced:

that as a result of strong investor demand for its previously announced domestic public offering of Non-Cumulative 5-Year Rate Reset Preferred Shares, Series 5 (the “Series 5 Shares”), the size of the offering has been increased to 20 million Series 5 Shares. The gross proceeds of the offering will now be $500 million. The offering will be underwritten by a group of underwriters led by TD Securities Inc.

I can’t say the Implied Volatility calculation is particularly helpful, but I’ll show it anyway:

Click for Big

Husky Energy has announced that it:

has agreed to issue to a syndicate of underwriters led by Scotia Capital Inc. and TD Securities Inc. (collectively the “Underwriters”) for distribution to the public 8,000,000 Cumulative Rate Reset Preferred Shares, Series 3 (the “Series 3 Shares”).

The Series 3 Shares will be issued at a price of $25.00 per Series 3 Share, for aggregate gross proceeds of $200 million. Holders of the Series 3 Shares will be entitled to receive a cumulative quarterly fixed dividend yielding 4.50 percent annually for the initial period ending December 31, 2019. Thereafter, the dividend rate will be reset every five years at a rate equal to the five-year Government of Canada bond yield plus 3.13 percent.

Holders of Series 3 Shares will have the right, at their option, to convert their shares into Cumulative Rate Reset Preferred Shares, Series 4 (the “Series 4 Shares”), subject to certain conditions, on December 31, 2019 and on December 31 every five years thereafter. Holders of the Series 4 Shares will be entitled to receive cumulative quarterly floating dividends at a rate equal to the 90-day Government of Canada Treasury Bill rate plus 3.13 percent.

Husky has granted the Underwriters an option, exercisable in whole or in part prior to closing, to purchase up to an additional 2,000,000 Series 3 Shares at the same offering price. The Series 3 Shares will be offered by way of prospectus supplement to the short form base shelf prospectus of Husky Energy dated December 31, 2012.

The prospectus supplement will be filed with securities regulatory authorities in all provinces of Canada, except Quebec.

The net proceeds from this offering will be used to further support the Company’s strong balance sheet and business plan as well as for general corporate purposes, which may include, among other things, the partial repayment of the 3.75% medium-term notes due in 2015.

The offering is expected to close on or about December 9, 2014, subject to customary closing conditions and receipt of required regulatory approvals.

This is a useful issue, as it provides a good distinction with HSE.PR.A, which is a FixedReset, 4.45%+173, which closed 2011-3-18. One hundred and forty basis points difference in Issue Reset Spread is not to be sneezed at!

Update, 2014-12-2 : Upsized:

Husky Energy (TSX:HSE) is increasing the size of its previously announced offering of Cumulative Rate Reset Preferred Shares, Series 3 (the “Series 3 Shares”) to 10 million shares, due to positive investor response.

The aggregate gross proceeds from the upsized offering will be $250 million. Closing of the offering is expected on or about December 9, 2014, subject to customary closing conditions and receipt of required regulatory approvals.

Manulife Financial Corporation has announced:

a Canadian public offering of Non-cumulative Rate Reset Class 1 Shares Series 19 (“Series 19 Preferred Shares”). Manulife will issue 8 million Series 19 Preferred Shares priced at $25 per share to raise gross proceeds of $200 million. The offering will be underwritten by a syndicate of investment dealers co-led by Scotia Capital Inc., CIBC World Markets and RBC Capital Markets and is anticipated to qualify as Tier 1 capital for Manulife. The expected closing date for the offering is December 3, 2014. Manulife intends to file a prospectus supplement to its June 23, 2014 base shelf prospectus in respect of this issue.

Holders of the Series 19 Preferred Shares will be entitled to receive a non-cumulative quarterly fixed dividend yielding 3.80 per cent annually, as and when declared by the Board of Directors of Manulife, for the initial period ending March 19, 2020. Thereafter, the dividend rate will be reset every five years at a rate equal to the 5-year Government of Canada bond yield plus 2.30 per cent.

Holders of Series 19 Preferred Shares will have the right, at their option, to convert their shares into Non-cumulative Rate Reset Class 1 Shares Series 20 (“Series 20 Preferred Shares”), subject to certain conditions, on March 19, 2020 and on March 19 every five years thereafter. Holders of the Series 20 Preferred Shares will be entitled to receive non-cumulative quarterly floating dividends, as and when declared by the Board of Directors of Manulife, at a rate equal to the three-month Government of Canada Treasury Bill yield plus 2.30 per cent.

Manulife intends to use the net proceeds from the offering for general corporate purposes, including future refinancing requirements.

“Our financing activities take into account future refinancing needs. We have over $2 billion in potential refinancing requirements over the next 12 months. We have taken the opportunity to issue preferred shares in favourable markets,” said Senior Executive Vice President and Chief Financial Officer Steve Roder.

Manulife’s Canadian life insurance company subsidiary, The Manufacturers Life Insurance Company, also intends to issue a minimum of $250 million principal amount of fixed/floating subordinated debentures. The debentures will be fully and unconditionally guaranteed on a subordinated basis by Manulife.

They later announced:

that as a result of strong investor demand for its previously announced Canadian public offering of Non-cumulative Rate Reset Class 1 Shares Series 19 (“Series 19 Preferred Shares”), the size of the offering has been increased to 10 million shares. The gross proceeds of the offering will now be $250 million. The offering will be underwritten by a syndicate of investment dealers co-led by Scotia Capital Inc., CIBC World Markets and RBC Capital Markets and is anticipated to qualify as Tier 1 capital for Manulife. The expected closing date for the offering is December 3, 2014. Manulife intends to file a prospectus supplement to its June 23, 2014 base shelf prospectus in respect of this issue.

Manulife intends to use the net proceeds from the offering for general corporate purposes, including future refinancing requirements.

They also announced an issue of sub-debt with a five-year pretend-maturity:

The Manufacturers Life Insurance Company (“MLI”), the Canadian insurance company subsidiary of Manulife Financial Corporation, announced today that it intends to issue $500 million principal amount of 2.64% fixed/floating subordinated debentures due January 15, 2025 (the “Debentures”). MLI intends to file a prospectus supplement to its December 13, 2013 base shelf prospectus in respect of this issue.

The Debentures will bear interest at a fixed rate of 2.64% until January 15, 2020 and thereafter at a rate of 0.73% over the three month CDOR. The Debentures mature on January 15, 2025.

Subject to prior regulatory approval, MLI may redeem the Debentures, in whole or in part, on or after January 15, 2020 at a redemption price equal to par, together with accrued and unpaid interest to the date fixed for redemption. The Debentures will constitute subordinated indebtedness, ranking equally and rateably with all other subordinated indebtedness of MLI from time to time issued and outstanding.

The Debentures will be fully and unconditionally guaranteed on a subordinated basis by Manulife Financial Corporation, as to payment of principal, premium, if any, interest and redemption price, if any.

The offering is being done on a best efforts agency basis by a syndicate co-led by RBC Capital Markets, BMO Capital Markets and TD Securities and consisting of CIBC World Markets, Scotiabank Global Banking and Markets, Bank of America Merrill Lynch, National Bank Financial, HSBC Securities, Desjardins Securities, Canaccord Capital, Laurentian Bank Securities and Manulife Securities Incorporated. The offering is expected to close on December 1, 2014.

MLI intends to use the net proceeds from the offering for general corporate purposes, including future refinancing requirements.

“Our financing activities take into account future refinancing needs. We have over $2 billion in potential refinancing requirements over the next 12 months. We have taken the opportunity to issue subordinated debt in favourable markets,” said Senior Executive Vice President and Chief Financial Officer Steve Roder.

Implied Volatility theory suggests that this issue is about $0.20 cheap to theory:

Click for Big

Pacific & Western Bank of Canada has announced:

that it has filed and was receipted by the securities regulatory authorities in Ontario, Manitoba, Saskatchewan, Alberta and British Columbia for a preliminary short form prospectus for an offering of a minimum of $10,000,000 and a maximum of $25,000,000 of non-cumulative 5-year rate reset preferred shares, series 1 (the “Series 1 Preferred Shares”) in the capital of the Bank at a price of $25.00 per share (the “Offering”).

The syndicate of agents for this Offering is being led by Industrial Alliance Securities Inc. and includes Dundee Securities Ltd., Haywood Securities Inc., Mackie Research Capital Corporation, PI Financial Corp., Burgeonvest Bick Securities Limited, and Leede Financial Markets Inc. The Bank has granted the Agents an option, exercisable in whole or in part, to sell, as agents, such number of Series 1 Preferred Shares equal to 15% of the number of Series 1 Preferred Shares sold pursuant to the Offering on the same terms as set out above, to cover over-allotments, if any, and for market stabilization purposes, exercisable at any time within 30 days of closing.

The Series 1 Preferred Shares will yield 7.0% annually, payable quarterly, as and when declared by the Board of Directors of the Bank, for the initial period ending October 31, 2019, based on the stated issued price per share. Thereafter, the dividend rate will reset every five years at a level of 543 basis points over the then 5-year Government of Canada bond yield.

Subject to regulatory approval, the Bank has the right to redeem up to all of the then outstanding Series 1 Preferred Shares on October 31, 2019, and on October 31 every five years thereafter at a price of $25.00 per share.

Should the Bank choose not to exercise its right to redeem the Series 1 Preferred Shares, holders of these shares will have the right to convert their shares into an equal number of non-cumulative floating rate preferred shares, series 2 (the “Series 2 Preferred Shares”), subject to certain conditions, on October 31, 2019, and on October 31 every five years thereafter. Holders of the Series 2 Preferred Shares will be entitled to receive quarterly floating dividends, as and when declared by the Board of Directors of the Bank, equal to the 90-day Government of Canada Treasury Bill rate plus 543 basis points.

The net proceeds of the Offering are expected to qualify as Tier 1 capital of the Bank and will be used for general corporate purposes.

The Offering is scheduled to close on or about October 30, 2014 and is subject to certain conditions including, but not limited to, the receipt of all necessary approvals including the approval of the Toronto Stock Exchange and other applicable securities regulatory authorities.

The Bank, a Canadian Schedule I chartered bank, raises deposits through various deposit brokers located across Canada and invests these deposits in loans, leases, commercial mortgages, residential development mortgages and debt of corporations.

The prospectus – available at SEDAR, I am not permitted to provide a direct link because the Alberta Securities Commission believes that investor scum should have to jump through hoops to get access to public documents – contains additional useful information:

The TSX has conditionally approved the listing of the Series 1 Preferred Shares under the symbol “PWB.PR.A” and the Common Shares into which such shares may be converted upon a Contingent Conversion, subject to the Bank fulfilling all of the requirements of TSX on or before December 29, 2014. The Common Shares of the Bank are listed and posted for trading on the TSX under the symbol “PWB”, and their closing price on October 21, 2014 was $5.73. The Series 2 Preferred Shares are not listed on the TSX and no application for listing of the Series 2 Preferred Shares has been made to the TSX.
…
As disclosed in the Annual Information Form, the only person or company that is, or has been within the immediate two preceding years, a promoter of the Bank or a subsidiary of the Bank under applicable securities laws is PWC Capital Inc. (formerly Pacific & Western Credit Corp.) (“PWC”). As of the date hereof, the number and percentage of each class of voting securities and equity securities of the Bank or any of its subsidiaries beneficially owned, or controlled or directed, directly or indirectly, by PWC are as follows:

Designation of Class	Type of Ownership	Number of Securities	Percentage of Securities
Common Shares	Of record and beneficial	17,210,839	88.5%

So the parent bank holding company is PWC, which has preferred shares trading under the symbol PWC.PR.B, which have been discussed on PrefBlog.

This new issue will not be tracked by HIMIPref™ since it does not have a credit rating. Public credit ratings can serve as a marvellous impulse to focus the minds of the directors and managers of the company during bad times and this is a very useful trait. An additional reason for not tracking it is the extremely small size of the issue – not known precisely at this point, but the maximum is $25-million.

Many thanks to Assiduous Reader prefQC for bringing this new issue to my attention.

Brookfield Office Properties Inc. has announced:

that it has agreed to issue to a syndicate of underwriters led by RBC Capital Markets, CIBC, Scotia Capital Inc. and TD Securities Inc., for distribution to the public, ten million Cumulative Rate Reset Class AAA Preference Shares, Series AA (the “Preferred Shares, Series AA”). The Preferred Shares, Series AA will be issued at a price of C$25.00 per share, for aggregate proceeds of C$250 million. Holders of the Preferred Shares, Series AA will be entitled to receive a cumulative quarterly fixed dividend yielding 4.75% annually for the initial period ending December 31, 2019. Thereafter, the dividend rate will be reset every five years at a rate equal to the five-year Government of Canada bond yield plus 3.15%.

Holders of Preferred Shares, Series AA will have the right, at their option, to convert their shares into Cumulative Floating Rate Class AAA Preference Shares, Series BB (the “Preferred Shares, Series BB”), subject to certain conditions, on December 31, 2019 and on December 31 every five years thereafter. Holders of Preferred Shares, Series BB will be entitled to receive cumulative quarterly floating dividends at a rate equal to the 90-day Government of Canada Treasury Bill yield plus 3.15%.

Brookfield Office Properties 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 1,500,000 Preferred Shares, Series AA at the same offering price. Should the option be fully exercised, the total gross proceeds of the financing will be C$287.5 million.

The Preferred Shares, Series AA will be offered in Canada pursuant to a short form prospectus to be filed with the securities commissions and other similar regulatory authorities in each of the provinces of Canada, pursuant to National Instrument 44-101 – Short Form Prospectus Distributions.

The net proceeds of the issue will be used for general corporate purposes.

They later announced:

that as a result of strong investor demand for its previously announced public offering of 4.75% Cumulative Rate Reset Class AAA Preference Shares, Series AA (the “Preferred Shares, Series AA”), it has agreed to increase the size of the offering from C$250 million to C$300 million with no underwriters’ option, or from 10,000,000 to 12,000,000 Preferred Shares, Series AA.

They look as if they might be a little cheap compared to other BPO FixedResets, but it’s hard to tell.

Click for Big

Update, 2014-10-21: Rated Pfd-3 [Stable] by DBRS

Brookfield Asset Management has announced:

that it has agreed to issue 8,000,000 Class A Preferred Shares, Series 42 on a bought deal basis to a syndicate of underwriters led by TD Securities Inc., RBC Capital Markets, CIBC and Scotiabank for distribution to the public. The Preferred Shares, Series 42 will be issued at a price of C$25.00 per share, for gross proceeds of C$200,000,000. Holders of the Preferred Shares, Series 42 will be entitled to receive a cumulative quarterly fixed dividend yielding 4.50% annually for the initial period ending June 30, 2020. Thereafter, the dividend rate will be reset every five years at a rate equal to the 5-year Government of Canada bond yield plus 2.84%.

Brookfield has granted the underwriters an option, exercisable until 48 hours prior to closing, to purchase up to an additional 2,000,000 Preferred Shares, Series 42 which, if exercised, would increase the gross offering size to C$250,000,000. The Preferred Shares, Series 42 will be offered in all provinces of Canada by way of a supplement to Brookfield’s existing short form base shelf prospectus. The Preferred Shares, Series 42 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 intends to use the net proceeds of the issue of Preferred Shares, Series 42 for general corporate purposes. The offering of Preferred Shares, Series 42 is expected to close on or about October 8, 2014.

Later, they further announced:

that as a result of strong investor demand for its previously announced offering it has agreed to increase the size of the offering to 12,000,000 Class A Preferred Shares, Series 42. The Preferred Shares, Series 42 will be issued at a price of C$25.00 per share, for gross proceeds of C$300,000,000. There will not be an underwriters’ option as was previously granted. The Preferred Shares, Series 42 are being offered on a bought deal basis by a syndicate of underwriters led by TD Securities Inc., RBC Capital Markets, CIBC and Scotiabank.

This issue looks fairly priced against BAM.PF.F, a FixedReset 4.50+286, that started trading in June, but looks reasonably cheap against its lower-spread siblings, according to Implied Volatility Theory:

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National Bank of Canada has announced (although not yet on their website):

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 8 million non-cumulative 5-year rate reset first preferred shares series 32 (the “Series 32 Preferred Shares”), at a price of $25.00 per share, to raise gross proceeds of $200 million.

National Bank has also granted the underwriters an option to purchase, on the same terms, up to an additional 2 million Series 32 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 $250 million should this option be exercised in full.

The Series 32 Preferred Shares will yield 3.90% annually, payable quarterly, as and when declared by the Board of Directors of National Bank, for the initial period ending February 15, 2020. The first of such dividends, if declared, shall be payable on February 15, 2015. Thereafter, the dividend rate will reset every five years at a level of 225 basis points over the then 5-year Government of Canada bond yield. Subject to regulatory approval, National Bank may redeem the Series 32 Preferred Shares in whole or in part at par on February 15, 2020 and on February 15 every five years thereafter.

Holders of the Series 32 Preferred Shares will have the right to convert their shares into an equal number of non-cumulative floating rate first preferred shares series 33 (the “Series 33 Preferred Shares”), subject to certain conditions, on February 15, 2020, and on February 15 every five years thereafter. Holders of the Series 33 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 225 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 October 9, 2014. National Bank intends to file in Canada a prospectus supplement to its October 5, 2012 base shelf prospectus in respect of this issue.

They later announced (again, not yet on their website):

that as a result of strong investor demand for its previously announced domestic public offering of Non-cumulative 5-Year Rate Reset First Preferred Shares Series 32, the size of the offering has been increased to 12 million shares. The gross proceeds of the offering will now be $300 million. The offering will be underwritten by a syndicate led by National Bank Financial Inc. The expected closing date is October 9, 2014.

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.