PrefBlog

Bank of Montreal has announced:

an inaugural Basel III-compliant domestic public offering of $300 million of Non-Cumulative 5-year Rate Reset Class B Preferred Shares Series 27 (the “Preferred Shares Series 27”). 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 $50 million of the Preferred Shares Series 27 exercisable at any time up to two days before closing.

The Preferred Shares Series 27 will be issued to the public at a price of $25.00 per Preferred Share Series 27 and holders will be entitled to receive non-cumulative preferential fixed quarterly dividends for the initial period ending May 25, 2019 as and when declared by the board of directors of the Bank, payable in the amount of $0.25 per Preferred Share Series 27, to yield 4.00 per cent annually.

Subject to regulatory approval, on or after May 25, 2019, the Bank may redeem the Preferred Shares Series 27, in whole or in part at par. Thereafter, the dividend rate will reset every five years to be equal to the 5-Year Government of Canada Bond Yield plus 2.33 per cent. Subject to certain conditions, holders may elect to convert any or all of their Preferred Shares Series 27 into an equal number of Non-Cumulative Floating Rate Class B Preferred Shares Series 28 (“Preferred Shares Series 28”) on May 25, 2019 and on May 25 of every fifth year thereafter. Holders of the Preferred Shares Series 28 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 2.33 per cent. Subject to certain conditions, holders may elect to convert any or all of their Preferred Shares Series 28 into an equal number of Preferred Shares Series 27 on May 25, 2024 and on May 25 of every fifth year thereafter.

The anticipated closing date is April 23, 2014. The net proceeds from the offering will be used by the Bank for general corporate purposes.

This was quickly followed up by:

Bank of Montreal (TSX:BMO)(NYSE:BMO) today announced that as a result of strong investor demand for its previously announced Basel III-compliant domestic public offering of $300 million of Non-Cumulative 5-year Rate Reset Class B Preferred Shares Series 27 (the “Preferred Shares Series 27”), the size of the offering has been increased to $500 million. As announced earlier today, the revised offering will be underwritten on a bought deal basis by a syndicate led by BMO Capital Markets.

To my chagrin, they did not announce the redemption of BMO.PR.O, a FixedReset, 6.50%+458 which is callable on May 25. Given the fat Issue Reset Spread, a call is as close to certain as one ever gets in this business … but I guess I’ll just have to keep checking their news releases every day.

The new issue is provisionally rated Pfd-2 by DBRS:

DBRS has today provisionally rated Bank of Montreal’s (the Bank) Non-Cumulative 5-Year Rate Reset Class B Preferred Shares, Series 27 (NVCC Preferred Shares Series 27 or Series 27) at Pfd-2 with a Stable trend.

DBRS assigned the NVCC Preferred Shares Series 27 a rating equal to the Bank’s intrinsic assessment less four rating notches because the Series 27 has only an Office of the Superintendent of Financial Institutions (OSFI)-compliant non-viable contingent capital (NVCC) trigger, which is consistent with the OSFI requirements for NVCC instruments, and no additional triggers.

The rating is consistent with DBRS’s criteria titled, “Rating Bank Capital Securities — Subordinated, Hybrid, Preferred & Contingent Capital Securities.”

… and P-2(low) by S&P:

Standard & Poor’s Ratings Services today said it assigned its ‘BBB-‘ global scale and ‘P-2(Low)’ Canada scale ratings to Bank of Montreal’s (BMO) C$300 million non-cumulative five-year rate reset class B preferred shares series 27. The issuer credit rating on BMO is A+/Stable/A-1.
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The ‘BBB-/P-2(Low)’ ratings stand three notches below BMO’s stand-alone credit profile (SACP), incorporating:

• •A deduction of two notches the minimum downward notching from the SACP under our criteria for hybrid capital instruments; and
• •A deduction of an additional notch to reflect that the preferred shares feature a non-viability contingent conversion trigger provision. Should a trigger event occur (as defined by the Office of the Superintendent of Financial Institutions’ [OSFI] guideline for Capital Adequacy Requirements, Chapter 2), each preferred share outstanding will automatically and immediately be converted, without the holder’s consent, into a number of fully paid and freely tradable common shares of the bank determined in accordance with a conversion formula.

Laurentian Bank of Canada has announced:

that it has entered into an agreement with a syndicate of underwriters led by RBC Dominion Securities Inc., BMO Capital Markets and Laurentian Bank Securities Inc. (collectively, the “Underwriters”), under which the Underwriters have agreed to buy on a bought deal basis an aggregate of 5,000,000 Basel III-compliant Non-Cumulative Class A Preferred Shares, Series 13 (the “Preferred Shares Series 13”), at a price of $25.00 per Preferred Share Series 13 for gross proceeds of $125 million (the “Offering”). The Preferred Shares Series 13 will be offered for sale to the public in each of the provinces of Canada pursuant to a prospectus supplement to Laurentian’s short form base shelf prospectus dated October 10, 2012, which supplement will be filed with Canadian securities regulatory authorities in all Canadian provinces.

Holders of Preferred Shares Series 13 will be entitled to receive non-cumulative preferential fixed quarterly dividends for the initial period ending on, but excluding, June 15, 2019, as and when declared by the board of directors of the Bank, payable in the amount of $0.26875 per Preferred Share Series 13, to yield 4.30 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 2.55 per cent. Subject to certain conditions, holders may elect to convert any or all of their Preferred Shares Series 13 into an equal number of Basel III-compliant Non-Cumulative Class A Preferred Shares, Series 14 (the “Preferred Shares Series 14”) on June 15, 2019 and on June 15 every five years thereafter. Holders of the Preferred Shares Series 14 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 2.55 per cent. The Offering is expected to close on or about April 3, 2014 and is subject to Laurentian receiving all necessary regulatory approvals.

Laurentian also announced today that it intends to redeem, on June 16, 2014, all of its 4,400,000 issued and outstanding Non-Cumulative Class A Preferred Shares, Series 10 (the “Preferred Shares Series 10”), at a price of $25.00 per share for an aggregate consideration of $110 million.

The net proceeds of the Offering will be added to Laurentian’s general funds and will be used for general corporate purposes (including, subject to the approval of the Office of the Superintendent of Financial Institutions, to fund the redemption of the Preferred Shares Series 10).

This issue is very similar to LB.PR.F, a FixedReset 4.00%+260 announced 2012-10-11 … except that the new issue is NVCC compliant and LB.PR.F ain’t.

Update: In connection with the NVCC compliance, it should be noted that DBRS has provisionally rated this paper at Pfd-3(low):

DBRS assigned the NVCC Preferred Shares Series 13 a rating equal to that Bank’s intrinsic assessment less four rating notches because the Series 13 has only an Office of the Superintendent of Financial Institutions (OSFI)-compliant non-viable contingent capital (NVCC) trigger, which is consistent with the OSFI requirements for NVCC instruments, and no additional triggers.

… which may be compared with Pfd-3 on non-compliant issues.

The new issue is rated P-3 by S&P (BB on the global scale):

The ‘BB’ rating stands three notches below the stand-alone credit profile (SACP), incorporating:

• •A deduction of two notches, the minimum downward notching from the SACP under our criteria for a bank hybrid capital instrument; and
• •The deduction of an additional notch to reflect that the preferred shares feature a contingent conversion trigger provision. Should a trigger event occur (as defined by The Office of the Superintendent of Financial Institutions’ [OSFI] guideline for Capital Adequacy Requirements, Chapter 2), each preferred share outstanding will automatically and immediately be converted, without the holder’s consent, into a number of fully paid and freely tradable common shares of the bank determined in accordance with a conversion formula.

… which may be compared with P-3(high) on non-compliant issues.

Brookfield Asset Management Inc. has announced:

that it has agreed to issue 8,000,000 Class A Preferred Shares, Series 38 on a bought deal basis to a syndicate of underwriters led by TD Securities Inc., CIBC, RBC Capital Markets and Scotiabank for distribution to the public. The Preferred Shares, Series 38 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 38 will be entitled to receive a cumulative quarterly fixed dividend yielding 4.40% annually for the initial period ending March 31, 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 2.55%.

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 38 which, if exercised, would increase the gross offering size to C$250,000,000. The Preferred Shares, Series 38 will be offered in all provinces of Canada by way of a supplement to Brookfield’s existing short form base shelf prospectus.
…
Brookfield intends to use the net proceeds of the issue of Preferred Shares, Series 38 to redeem its Preferred Shares, Series 12 and for general corporate purposes. The offering of Preferred Shares, Series 38 is expected to close on or about March 13, 2014.

Brookfield is up to its usual tricks – taking a very long initial fixed rate period (just over six years) in order to choose a higher yielding Canada bond as the basis for the reset.

The issue appears reasonably fairly priced against its peers, when examined with Implied Volatility Theory – but the implied volatility of 40% renders the conclusion a little suspect. Make of it what you will.

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Enbridge Inc. has announced:

that it has entered into an agreement with a group of underwriters to sell eight million Cumulative Redeemable Preference Shares, Series 9 (the “Series 9 Preferred Shares”) at a price of $25.00 per share for distribution to the public. Closing of the offering is expected on March 13, 2014.

The holders of Series 9 Preferred Shares will be entitled to receive fixed cumulative dividends at an annual rate of $1.10 per share, payable quarterly on the first day of March, June, September and December, as and when declared by the Board of Directors of Enbridge, yielding 4.40 per cent per annum, for the initial fixed rate period to but excluding December 1, 2019. The first quarterly dividend payment date is scheduled for June 1, 2014. The dividend rate will reset on December 1, 2019 and every five years thereafter at a rate equal to the sum of the then five-year Canadian Government bond yield plus 2.66 per cent. The Series 9 Preferred Shares are redeemable by Enbridge, at its option, on December 1, 2019 and on December 1 of every fifth year thereafter.

The holders of Series 9 Preferred Shares will have the right to convert their shares into Cumulative Redeemable Preference Shares, Series 10 (the “Series 10 Preferred Shares”), subject to certain conditions, on December 1, 2019 and on December 1 of every fifth year thereafter. The holders of Series 10 Preferred Shares will be entitled to receive quarterly floating rate cumulative dividends, as and when declared by the Board of Directors of Enbridge, at a rate equal to the sum of the 90-day Government of Canada Treasury bill rate plus 2.66 per cent.

Enbridge has granted to the underwriters an option, exercisable at any time up to 48 hours prior to the closing of the offering, to purchase up to an additional 2 million Series 9 Preferred Shares at a price of $25.00 per share.

The offering is being made only in Canada by means of a prospectus supplement to the base shelf prospectus of the Corporation dated June 6, 2013. Proceeds will be used to partially fund capital projects, to reduce existing indebtedness and for other general corporate purposes of the Corporation and its affiliates.

The syndicate of underwriters is led by TD Securities Inc., CIBC, RBC Capital Markets, and Scotiabank.

Later, they further announced:

that as a result of strong investor demand for its previously announced offering of Cumulative Redeemable Preference Shares, Series 9 (the “Series 9 Preferred Shares”), the size of the offering has been increased to 11 million shares. The aggregate gross proceeds will be C$275 million. Closing of the offering is expected on March 13, 2014.

This issue is extremely comparable to ENB.PR.N, a FixedReset 4.00%+265, which settled July 17, 2012, and was announced July 9, 2012. Not surprisingly, ENB.PR.N was down significantly on the day on good volume of 34,966 shares, closing at 24.66-68, 8×1, which makes it roughly equivalent to the new issue priced at $25.00 since there will be an extra $0.10 dividends per year for the new issue … until reset!

Update, 2014-3-7: Pfd-2(low) from DBRS.

It is also of interest to note that ENB issued 500-million in thirty-year notes at 4.57%.

Element Financial Corporation has announced (emphasis added):

that it plans to sell, on a bought deal basis, pursuant to a supplement to Element’s Base Shelf Prospectus dated December 6, 2013, an aggregate of 3,000,000 Cumulative 5-year Rate Reset Preferred Shares, Series C of Element (the “Series C Preferred Shares”) at a price of $25.00 per Series C Preferred Share for gross proceeds of $75 million (the “Offering”) to a syndicate of underwriters co-led by GMP Securities L.P, National Bank Financial Inc., BMO Nesbitt Burns Inc., CIBC World Markets, RBC Capital Markets, and TD Securities Inc. and including Desjardins Securities Inc., Raymond James Ltd. and Manulife Securities Inc. (collectively, the “Underwriters”).

“Our initial preferred share offering last December allowed Element to establish our access to this funding option, which is non-dilutive to our common shareholders,” noted Steven K. Hudson, Element’s Chairman and CEO. “Early in the year we are already seeing exceptionally strong organic growth across all of our origination platforms and the five-year rate reset feature of these securities makes it ideally suited as a matched funding source for these platforms, including our recently announced strategic alliance with Trinity Industries. This second preferred share transaction allows us to respond to the investor demand that emerged in response to our initial offering, add further diversification to our funding sources and provide Element with access to capital that is not dilutive over 2014 to our common shareholders,” added Mr. Hudson.

Holders of the Series C Preferred Shares will be entitled, as and when declared by the Board of Directors of the Company, to receive a cumulative quarterly fixed dividend for the initial five-year period ending June 30, 2019 of 6.50% per annum. Thereafter, the dividend rate will reset every five years to an annual dividend rate equal to the 5-Year Government of Canada Bond Yield as quoted on Bloomberg on the 30th day prior to the first day of the relevant subsequent five year fixed rate period plus 4.81%. Holders of the Series C Preferred Shares will have the right to convert their shares into Cumulative Floating Rate Preferred Shares, Series D of the Company (the “Floating Rate Series D Preferred Shares”), subject to certain conditions and the Company’s right to redeem the Series C Preferred Shares, on June 30, 2019 and on June 30 every five years thereafter.

Holders of the Floating Rate Series D Preferred Shares will be entitled to receive a quarterly floating rate dividend, as and when declared by the Board of Directors of the Company, equal to the then current three-month Government of Canada Treasury Bill yield plus 4.81%. Holders of the Floating Rate Series D Preferred Shares may convert their Floating Rate Series D Preferred Shares into Series C Preferred Shares, subject to certain conditions and the Company’s right to redeem the Floating Rate Series D Preferred Shares, on June 30, 2024 and on June 30 every five years thereafter. The Series C Preferred Shares will not be rated.

The Company has granted to the Underwriters an option (the “Over-Allotment Option”), which may be exercised at any time for a period of 30 days following the closing of the Offering, to purchase at the issue price an additional 450,000 Series C Preferred Shares for additional gross proceeds of up to $11.25 million. In the event that the Over-Allotment Option is exercised in its entirety, the aggregate gross proceeds of the Offering will be approximately $86.25 million.

The proceeds of the Offering, including any proceeds from the exercise of the Over-Allotment Option, will be used to originate and finance, directly or indirectly, finance assets as well as for general corporate purposes. The Offering is expected to close on March 7, 2014 and is subject to certain conditions including, but not limited to, the receipt of all necessary regulatory approvals including the approval of the Toronto Stock Exchange.

They later announced:

that it has amended the terms of its previously announced bought deal offering of Cumulative 5-Year Rate Reset Preferred Shares, Series C of Element (“Series C Preferred Shares”) to increase the size of such offering to $125.0 million (the “Offering”).

Under the amended terms of the Offering, a syndicate of underwriters co-led by GMP Securities L.P, National Bank Financial Inc., BMO Capital Markets, CIBC World Markets, RBC Capital Markets and TD Securities Inc. and including Desjardins Securities Inc., Raymond James Ltd. and Manulife Securities Inc. (collectively, the “Underwriters”) have agreed to purchase, on a bought deal basis, an aggregate of 5,000,000 Series C Preferred Shares at a price of $25.00 per Series C Preferred Share for total gross proceeds of $125.0 million.

This issue will not be tracked by HIMIPref™ due to the lack of a credit rating. As I explain every time this comes up, this is not because I worship the Credit Rating Agencies, but because a downgrade (or simply a threat of one) from a major agency can help to focus the minds of management and directors.

Element Financial was last mentioned on PrefBlog when they issued a FixedReset, 6.60%+471 in December 2013. That issue, EFN.PR.A, closed at 25.25 today.

Algonquin Power & Utilities Corp. has announced:

that it will issue 4 million cumulative rate reset preferred shares, Series D (the “Series D Shares”) at a price of $25.00 per share, for aggregate gross proceeds of $100 million, on a bought deal basis to a syndicate of underwriters in Canada led by CIBC and TD Securities Inc.

The holders of the Series D Shares will be entitled to receive fixed cumulative dividends at an annual rate of $1.25 per share, payable quarterly, as and when declared by the board of directors of APUC. The Series D Shares will yield 5.00% per cent annually, for the initial period ending on March 31, 2019. The first of such dividends, if declared, shall be payable on June 30, 2014, and shall be $0.4007 per Series D Share, based on the anticipated closing of the offering on March 5, 2014. The dividend rate will be reset on March 31, 2019 and every five years thereafter at a rate equal to the sum of the then five-year Government of Canada bond yield plus 3.28%. The Series D Shares are redeemable by APUC, at its option, on March 31, 2019 and on March 31 of every five years thereafter.

The holders of Series D Shares will have the option to convert all or any of their Series D Shares into Cumulative Floating Rate Preferred Shares, Series E (the “Series E Shares”) of APUC on the basis of one Series E Share for each Series D Share converted, subject to certain conditions, on March 31, 2019 and on March 31 every five years thereafter. The holders of the Series E Shares will be entitled to receive quarterly floating rate cumulative preferential cash dividends, as and when declared by the board of directors of APUC, at a rate equal to the sum of the then 90-day Government of Canada treasury bill rate plus 3.28%.

The net proceeds of the offering will be used to partially finance certain of APUC’s previously disclosed growth opportunities, reduce amounts outstanding on APUC’s credit facilities and for general corporate purposes.

The Series D Shares will be offered to the public in Canada by way of a supplement to APUC’s short form base shelf prospectus dated February 18, 2014.

Not much of a new issue concession here! AQN.PR.A has an Issue Reset Spread of 294bp, which implies a future dividend yield of 4.64%, or $1.16 p.a. given a current five-year Canada rate of 1.70%. It’s trading at about $22.50, for a ‘future Current Yield’ of 5.16%, which is about 20bp MORE than the new issue … and the new issue has greater negative convexity, too.

I say this issue is expensive.

Manulife Financial Corporation has announced:

a Canadian public offering of Non-cumulative Rate Reset Class 1 Shares Series 15 (“Series 15 Preferred Shares”). Manulife will issue 8 million Series 15 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 February 25, 2014. Manulife intends to file a prospectus supplement to its July 18, 2012 base shelf prospectus in respect of this issue.

Holders of the Series 15 Preferred Shares will be entitled to receive a non-cumulative quarterly fixed dividend yielding 3.90 per cent annually, as and when declared by the Board of Directors of Manulife, for the initial period ending June 19, 2019. Thereafter, the dividend rate will be reset every five years at a rate equal to the 5-year Government of Canada bond yield plus 2.16 per cent.

Holders of Series 15 Preferred Shares will have the right, at their option, to convert their shares into Non-cumulative Rate Reset Class 1 Shares Series 16 (“Series 16 Preferred Shares”), subject to certain conditions, on June 19, 2019 and on June 19 every five years thereafter. Holders of the Series 16 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 2.16 per cent.

The net proceeds from the offering will be utilized for general corporate purposes, including future refinancing requirements.

“Our financing activities take into account future refinancing needs. We have over $3 billion in potential refinancing requirements over the next 12 to 20 months. We have taken the opportunity to issue preferred shares with favourable terms,” said Senior Executive Vice President and Chief Financial Officer Steve Roder.

As this is issued by an Insurance Holding Company which I expect to become subject to NVCC rules similar to banks as soon as OSFI gets off its duff (some hopes!) I have added a Deemed Maturity entry to the call schedule, dated 2025-1-31 at 25.00. I keep expecting the insurance issuers to make their issues convertible into common without shareholder consent, so they can assign this power to OSFI later, but it hasn’t happened yet.

This actually seems quite expensive. I come up with a theoretical price of 24.30 for it. It will be noted that MFC.PR.K, with a spread of +222, closed at 24.71-80 today.

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Update: If we assume that the MFC DeemedRetractibles are actually PerpetualDiscounts (they’re trading in much that manner) and we use the Current Yield of MFC.PR.C of 5.25% as its yield (MFC.PR.B’s Current Yield is higher), then the Break Even Rate Shock is a stunning 196bp.

Canadian Western Bank has announced:

its intent to issue $100 million of Basel III-compliant non-cumulative 5-year rate reset First Preferred Shares Series 5 (the “Series 5 Preferred Shares”). The offering will be underwritten on a bought deal basis by a syndicate led by National Bank Financial Inc. The expected closing date is February 10, 2014.

Under the terms of the offering, CWB will issue 4,000,000 Series 5 Preferred Shares at a price of $25.00 per share. CWB has also granted the underwriters an option, exercisable in whole or in part, to purchase on the same terms up to an additional 600,000 Series 5 Preferred Shares at any time up to two business days prior to closing.

Should the underwriters choose to exercise this option in full, the maximum gross proceeds raised under the offering will be $115 million.

Holders of the Series 5 Preferred Shares will be entitled to receive a non-cumulative fixed dividend in the amount of $1.10 annually, payable quarterly, as and when declared by the Board of Directors of CWB, for the initial period ending April 30, 2019. The quarterly dividend represents an annual yield of 4.40% based on the stated issue price per share. Thereafter, the dividend rate will reset every five years at a level of 276 basis points over the then 5-year Government of Canada bond yield. CWB maintains the right to redeem, subject to the approval of the Office of the Superintendent of Financial Institutions (“OSFI”), up to all of the then outstanding Series 5 Preferred Shares on April 30, 2019, and on April 30 every five years thereafter at a price of $25.00 per share.

Should CWB choose not to exercise its right to redeem the Series 5 Preferred Shares, holders of these shares will have the right to convert their shares into an equal number of Basel III-compliant non-cumulative floating rate First Preferred Shares Series 6 (the “Series 6 Preferred Shares”), subject to certain conditions, on April 30, 2019, and on April 30 every five years thereafter. Holders of the Series 6 Preferred Shares will be entitled to receive quarterly floating dividends, as and when declared by the Board of Directors of CWB, equal to the 90-day Government of Canada Treasury Bill rate plus 276 basis points.

Net proceeds from the offering will be used for general corporate purposes and are expected to qualify as Tier 1 capital for CWB. This offering is made pursuant to the terms outlined in the prospectus supplement to CWB’s January 30, 2014 base shelf prospectus that will subsequently be filed. CWB will make an application to list the Series 5 Preferred Shares on the Toronto Stock Exchange as of the expected closing date.

Subject to the approval of OSFI, CWB intends to redeem the currently outstanding non-cumulative 5-year rate reset First Preferred Shares Series 3 on April 30, 2014 in accordance with the terms of such shares.

Later in the day, they announced:

that as a result of
strong investor demand for its previously announced domestic public offering of Basel III-compliant noncumulative 5-year rate reset First Preferred Shares Series 5, the size of the offering has been increased to 5 million shares. The gross proceeds of the offering will now be $125 million. The offering will be underwritten on a bought deal basis by a syndicate led by National Bank Financial Inc. The expected closing date is February 10, 2014.

Net proceeds from the offering will be used for general corporate purposes and are expected to qualify as Tier 1 capital for CWB.

They are provisionally rated Pfd-3 by DBRS (emphasis added):

DBRS has today assigned a provisional rating to Canadian Western Bank’s (the Bank or CWB) Non-Cumulative 5-year Rate Reset First Preferred Shares Series 5 (NVCC Preferred Shares Series 5 or Series 5) of Pfd-3 with a Stable trend.

DBRS assigned the NVCC Preferred Shares Series 5 a rating equal to that of the Bank’s intrinsic assessment less four rating notches, as the Series 5 has only an Office of the Superintendent of Financial Institutions (OSFI)-compliant non-viable contingent capital (NVCC) trigger, which is consistent with the OSFI requirements for NVCC instrumentsDBRS has today assigned a provisional rating to Canadian Western Bank’s (the Bank or CWB) Non-Cumulative 5-year Rate Reset First Preferred Shares Series 5 (NVCC Preferred Shares Series 5 or Series 5) of Pfd-3 with a Stable trend.

DBRS assigned the NVCC Preferred Shares Series 5 a rating equal to that of the Bank’s intrinsic assessment less four rating notches, as the Series 5 has only an Office of the Superintendent of Financial Institutions (OSFI)-compliant non-viable contingent capital (NVCC) trigger, which is consistent with the OSFI requirements for NVCC instruments, and no additional triggers.

The National Bank of Canada has announced:

that it has entered into an agreement with a group of underwriters led by National Bank Financial Inc. for an issue on a bought deal basis of 8 million Basel III-compliant non-cumulative 5-year rate reset first preferred shares series 30 (the “Series 30 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 30 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 30 Preferred Shares will yield 4.10% annually, payable quarterly, as and when declared by the Board of Directors of National Bank, for the initial period ending May 15, 2019. The first of such dividends, if declared, shall be payable on May 15, 2014. Thereafter, the dividend rate will reset every five years at a level of 240 basis points over the then 5-year Government of Canada bond yield. Subject to regulatory approval, National Bank may redeem the Series 30 Preferred Shares in whole or in part at par on May 15, 2019 and on May 15 every five years thereafter.

Holders of the Series 30 Preferred Shares will have the right to convert their shares into an equal number of non-cumulative floating rate first preferred shares Series 31 (the “Series 31 Preferred Shares”), subject to certain conditions, on May 15, 2019, and on May 15 every five years thereafter. Holders of the Series 31 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 240 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 February 7, 2014. National Bank intends to file in Canada a prospectus supplement to its October 5, 2012 base shelf prospectus in respect of this issue.

Looks like these things are selling like hotcakes (although how well hotcakes ever sold is a matter for conjecture)! The bank has issued another release:

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 30, the size of the offering has been increased to 14 million shares. The gross proceeds of the offering will now be $350 million. The offering will be underwritten by a syndicate led by National Bank Financial Inc. The expected closing date is February 7, 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.

The Royal Bank of Canada has announced:

an inaugural Basel III-compliant domestic public offering of $200 million of Non-Cumulative, 5-Year Rate Reset Preferred Shares Series AZ.

Royal Bank of Canada will issue 8 million Preferred Shares Series AZ priced at $25 per share and holders will be entitled to receive a non-cumulative quarterly fixed dividend for the initial period ending May 24, 2014 in the amount of $0.3123 per share, to yield 4.00 per cent annually. The bank has granted the Underwriters an option, exercisable in whole or in part, to purchase up to an additional 2 million Preferred Shares Series AZ at the same offering price.

Subject to regulatory approval, on or after May 24, 2019, the bank may redeem the Preferred Shares Series AZ in whole or in part at par. Thereafter, the dividend rate will reset every five years at a rate equal to 2.21 per cent over the 5-year Government of Canada bond yield. Holders of Preferred Shares Series AZ 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 BA on May 24, 2019 and on May 24 every five years thereafter.

Holders of the Preferred Shares Series BA 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 2.21 per cent. Holders of Preferred Shares Series BA will, subject to certain conditions, have the right to convert all or any part of their shares to Preferred Shares Series AZ on May 24, 2024 and on May 24 every five years thereafter.

The offering will be underwritten by a syndicate led by RBC Capital Markets. The expected closing date is January 30, 2014.

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

Sales were good! They later 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 AZ, the size of the offering has been increased to 20 million shares. The gross proceeds of the offering will now be $500 million. The offering will be underwritten by a syndicate led by RBC Capital Markets. The expected closing date is January 30, 2014.

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

As noted, the new issue is NVCC compliant. I have a term sheet that states:

Series AZ Preferred Share will be automatically and immediately converted, on a full and permanent basis, without the consent of the holder thereof, into the number of fully-paid and freely-tradable common shares of the Bank (“Common Shares”) determined in accordance with the Contingent Conversion Formula set out below (the “Contingent Conversion”).

“Trigger Event” has the meaning set out in the Office of the Superintendent of Financial Institutions Canada (“OSFI”) Guideline for Capital Adequacy Requirements (CAR), Chapter 2 ‒ Definition of Capital, effective January 2013, as such term may be amended or superseded by OSFI from time to time, which term currently provides that each of the following constitutes a Trigger Event:

(a) the Superintendent publicly announces that the Bank has been advised, in writing, that the Superintendent is of the opinion that the Bank has ceased, or is about to cease, to be viable and that, after the conversion of the Series AZ Preferred Shares and all other contingent instruments issued by the Bank and taking into account any other factors or circumstances that are considered relevant or appropriate, it is reasonably likely that the viability of the Bank will be restored or maintained; or

(b) a federal or provincial government in Canada publicly announces that the Bank has accepted or agreed to accept a capital injection, or equivalent support, from the federal government or any provincial government or political subdivision or agent or agency thereof without which the Bank would have been determined by the Superintendent to be non-viable.

The first step is the big gulp – the Superintendent has full discretion.

The “Contingent Conversion Formula” is: (Multiplier x Share Value) ÷ Conversion Price = number of Common Shares into which each Series AZ Preferred Share shall be converted.

The “Multiplier” is 1.0.

The “Share Value” of a Series AZ Preferred Share is $25.00 plus declared and unpaid dividends on such Series AZ Preferred Share.

The “Conversion Price” of each Series AZ Preferred Share is the greater of (i) a floor price of $5.00, and (ii) the Current Market Price of the Common Shares.

“Current Market Price” of the Common Shares means the volume weighted average trading price of the Common Shares on the Toronto Stock Exchange (the “TSX”), if such shares are then listed on the TSX, for the 10 consecutive trading days ending on the trading day preceding the date of the Trigger Event. If the Common Shares are not then listed on the TSX, for the purpose of the foregoing calculation reference shall be made to the principal securities exchange or market on which the Common Shares are then listed or quoted or, if no such trading prices are available, “Current Market Price” shall be the fair value of the Common Shares as reasonably determined by the board of directors of the Bank.

They’ve thought about prohibited owners:

The terms and conditions of the Series AZ Preferred Shares will include mechanics to permit holders of such shares that are prohibited pursuant to certain restrictions set out therein or pursuant to the Bank Act (Canada) from taking delivery of Common Shares issued upon a Trigger Event and to allow the Bank to attempt to facilitate a sale of such Common Shares on behalf of such persons. The net proceeds received from the Bank from the sale of any such Common Shares will be divided among the applicable persons in proportion to the number of Common Shares that would otherwise have been delivered to them upon the Contingent Conversion after deducting the costs of sale and any applicable withholding taxes.

For the official regulations governing NVCC, see the official Capital Adequacy Requirements.

Rated Pfd-2 by DBRS (emphasis added):

DBRS has today provisionally rated Royal Bank of Canada’s (the Bank or RBC) non-cumulative five-year rate reset first preferred shares, Series AZ (NVCC preferred shares Series AZ or Series AZ) at Pfd-2 with a Stable trend.

DBRS assigned the NVCC preferred shares Series AZ a rating equal to that Bank’s intrinsic assessment less four rating notches because the Series AZ has only an Office of the Superintendent of Financial Institutions (OSFI)-compliant non-viable contingent capital (NVCC) trigger, which is consistent with the OSFI requirements for NVCC instruments, and no additional triggers.

The rating is consistent with DBRS’s criteria, titled, “DBRS Criteria: Rating Bank Capital Securities – Subordinated, Hybrid, Preferred & Contingent Capital Securities.”

For more information on DBRS’s methodologies and criteria or the banking industry, visit www.dbrs.com or contact us at info@dbrs.com.

Rated P-2(high) by S&P (emphasis added):

Standard & Poor’s Ratings Services today said it assigned its ‘BBB+’ global scale and ‘P-2(High)’ Canada scale rating to Royal Bank of Canada’s (RBC) proposed tier 1 noncumulative five-year rate reset first preferred shares series AZ.

“In accordance with our criteria for hybrid capital instruments, the ratings reflect our analysis of the proposed instrument, and our assessment of RBC’s stand-alone credit profile of ‘a+’,” said Standard & Poor’s credit analyst Lidia Parfeniuk. (For more information, see “Bank Hybrid Capital Methodology And Assumptions,” published Nov. 1, 2011, on RatingsDirect).

The ‘BBB+’ rating stands three notches below the stand-alone credit profile (SACP), incorporating:

• •A deduction of two notches, the minimum downward notching from the SACP under our criteria for a bank hybrid capital instrument; and
• •The deduction of an additional notch to reflect that the preferred shares feature a contingent conversion trigger provision. Should a trigger event occur (as defined by The Office of the Superintendent of Financial Institutions’ [OSFI] guideline for Capital Adequacy Requirements, Chapter 2), each preferred share outstanding will automatically and immediately be converted, without the holder’s consent, into a number of fully paid and freely tradable common shares of the bank determined in accordance with a conversion formula.

…
Because we expect this instrument’s conversion to occur at or near the point of the banks’ nonviability, we view this mechanism as a nonviability trigger.

We expect to assign “intermediate” equity content to these preferred shares, reflecting RBC’s full discretion to suspend dividends on the instrument.

The pricing seems in line with the other RY FixedResets according to Implied Volatility theory, with the caveats that:

• The standard simplifying assumption that all options have three years until exercise date is wrong, and
• The calculated Implied Volatility is in excess of 40%, which means that Implied Volatility theory doesn’t really work, and
• The new issue is the only one of the set that is NVCC compliant.

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The Break-Even Rate Shock for this issue (compared with RY.PR.W, which is NVCC-eligible) is 1.35%.