Archive for the ‘New Issues’ Category

New Issue: NXY FixedReset 5.00%+359

Monday, February 27th, 2012

Nexen Inc. has announced:

that we will issue 6 million cumulative redeemable class A rate reset preferred shares, series 2 (the “Series 2 Shares”) at a price of $25 per share, for aggregate gross proceeds of $150 million on a bought deal basis to a syndicate of underwriters co-led by TD Securities Inc. and Scotiabank.

Nexen has granted the underwriters an option, exercisable prior to closing, to purchase up to an additional 2 million Series 2 Shares at $25.00 per share. If the option is exercised in full, the aggregate gross proceeds would be $200 million.

The holders of the Series 2 Shares will be entitled to receive a fixed cumulative dividend at an annual rate of $1.25 per Series 2 Share, payable quarterly, yielding 5.0 per cent per annum, for the initial fixed rate period ending March 31, 2017. Thereafter, the dividend rate will be reset every five years at a rate equal to the then current five-year Government of Canada bond yield plus 3.59 per cent. The Series 2 Shares are redeemable by Nexen, at our option, on March 31, 2017, and on March 31 of every fifth year thereafter.

The holders of Series 2 Shares will have the right, at their option, to convert their shares into cumulative redeemable class A floating rate preferred shares, series 3 (the “Series 3 Shares”), subject to certain conditions, on March 31, 2017 and on March 31 every fifth year thereafter. The holders of the Series 3 Shares will be entitled to receive quarterly floating rate cumulative dividends at a rate equal to the sum of the then 90-day Government of Canada treasury bill rate plus 3.59 per cent.

The net proceeds of the offering may be used to reduce Nexen’s indebtedness, for capital expenditures and for general corporate purposes. The offering is anticipated to close on or about March 7, 2012, and is subject to the receipt of all necessary regulatory approvals.

The Series 2 Shares will be offered in Canada by way of prospectus supplement to the short form base shelf prospectus of Nexen dated June 15, 2011. The prospectus supplement will be filed with securities regulatory authorities in all provinces of Canada.

Update: Rated Pfd-3, Stable Trend, by DBRS

New Issue: POW 5.60% Straight

Wednesday, February 15th, 2012

And thick and fast they came at last, and more and more and more!

Power Corporation has announced:

that it has agreed to issue 6,000,000 Non-Cumulative First Preferred Shares, Series G (the “Series G Shares”) on a bought deal basis, for gross proceeds of $150 million. The Series G Shares will be priced at $25.00 per share and will carry an annual dividend yield of 5.60%. Closing is expected on or about February 28, 2012. The issue will be underwritten by a syndicate of underwriters led by BMO Capital Markets, RBC Capital Markets and Scotiabank.

Power Corporation of Canada has also granted the underwriters an option to purchase an additional 2,000,000 Series G Shares at the same offering price. Should the underwriters’ option be exercised fully, the total gross proceeds of the Series G Share offering will be $200 million.

Proceeds from the issue will be used to supplement the Corporation’s financial resources and for general corporate purposes.

New Issue: MFC FixedReset 4.60%+313

Tuesday, February 14th, 2012

Manulife Financial has announced:

a Canadian public offering of Non-cumulative Rate Reset Class 1 Shares Series 7 (“Series 7 Preferred Shares”). Manulife will issue 10 million Series 7 Preferred Shares priced at $25 per share to raise gross proceeds of $250 million. The offering will be underwritten by a syndicate of investment dealers co-led by Scotia Capital Inc., RBC Capital Markets and TD Securities and is anticipated to qualify as Tier 1 capital for Manulife. The expected closing date for the offering is February 22, 2012. Manulife intends to file a prospectus supplement to its September 3, 2010 base shelf prospectus in respect of this issue.

“Our capital raising activity takes into account our expected refinancing requirements and recognizes that, while our capital position remains strong, there could be pressure on our common share price and bond spreads if our capital ratios decline. We see this action as prudent when faced with uncertain market and economic conditions.” said Donald Guloien, President and CEO of Manulife.

Holders of the Series 7 Preferred Shares will be entitled to receive a non-cumulative quarterly fixed dividend yielding 4.60% annually, as and when declared by the Board of Directors of Manulife, for the initial period ending March 19, 2017. Thereafter, the dividend rate will be reset every five years at a rate equal to the 5-year Government of Canada bond yield plus 3.13%.

Holders of Series 7 Preferred Shares will have the right, at their option, to convert their shares into Non-cumulative Rate Reset Class 1 Shares Series 8 (“Series 8 Preferred Shares”), subject to certain conditions, on March 19, 2017 and on March 19 every five years thereafter. Holders of the Series 8 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 3.13%.

The net proceeds from the offering will be utilized for general corporate purposes, which may include investments in subsidiaries.

Manulife’s Canadian life insurance company subsidiary, The Manufacturers Life Insurance Company, also intends to issue $500 million principal amount of fixed/floating subordinated debentures. The debentures will be fully and unconditionally guaranteed on a subordinated basis by Manulife.

I am fascinated by the rationale for the issue: “Our capital raising activity takes into account our expected refinancing requirements and recognizes that, while our capital position remains strong, there could be pressure on our common share price and bond spreads if our capital ratios decline. We see this action as prudent when faced with uncertain market and economic conditions.” said Donald Guloien, President and CEO of Manulife.

That seems like an incredibly defensive thing to say and to put into the official press release.

Update: Rating affirmed in the DBRS comment on year-end.

Update: Fitch rates the Series 5 prefs BBB.

New Issue: PWF 5.50% Straight

Monday, February 13th, 2012

Power Financial Corporation has announced:

that it has agreed to issue 6,000,000 Non-Cumulative First Preferred Shares, Series R (the “Series R Shares”) on a bought deal basis, for gross proceeds of $150 million. The Series R Shares will be priced at $25.00 per share and will carry an annual dividend yield of 5.50%. Closing is expected on or about February 23, 2012. The issue will be underwritten by a syndicate of underwriters led by BMO Capital Markets, RBC Capital Markets and Scotiabank.

Power Financial has also granted the underwriters an option to purchase an additional 2,000,000 Series R Shares at the same offering price. Should the underwriters’ option be exercised fully, the total gross proceeds of the Series R Share offering will be $200 million.

Proceeds from the issue will be used to supplement the Corporation’s financial resources and for general corporate purposes.

Update: Have heard that this has been upsized to $250-million.

Update: Confirmed.

New Issue: GWO 5.40% Straight!

Friday, February 10th, 2012

Great-West Lifeco has announced:

Great-West Lifeco Inc. (“Lifeco” or the “Company”) has today entered into an agreement with a syndicate of underwriters co-led by BMO Capital Markets, RBC Capital Markets and Scotiabank under which the underwriters have agreed to buy, on a bought deal basis, 6,000,000 Non-Cumulative First Preferred Shares, Series P (the “Series P Shares”) from Lifeco for sale to the public at a price of $25.00 per Series P Share, representing aggregate gross proceeds of $150 million.

Lifeco has granted the underwriters an underwriters’ option to purchase an additional 2,000,000 Series P Shares at the same offering price. Should the underwriters’ option be fully exercised, the total gross proceeds of the Series P Shares offering will be $200 million.

The Series P Shares will yield 5.40% per annum, payable quarterly, as and when declared by the Board of Directors of the Company. The Series P Shares will not be redeemable prior to March 31, 2017. On or after March 31, 2017, the Company may, on not less than 30 nor more than 60 days’ notice, redeem the Series P Shares in whole or in part, at the Company’s option, by the payment in cash of $26.00 per Series P Share if redeemed prior to March 31, 2018, of $25.75 per Series P Share if redeemed on or after March 31, 2018 but prior to March 31, 2019, of $25.50 per Series P Share if redeemed on or after March 31, 2019 but prior to March 31, 2020, of $25.25 per Series P Share if redeemed on or after March 31, 2020 but prior to March 31, 2021 and of $25.00 per Series P Share if redeemed on or after March 31, 2021, in each case together with all declared and unpaid dividends up to but excluding the date fixed for redemption.

The Series P Shares offering is expected to close on February 22, 2012. The net proceeds will be used for general corporate purposes and to augment Lifeco’s current liquidity position.

It has been almost two years since the last Straight offering, which was GWO.PR.M, listed on 2010-3-4. Mind you, the market doesn’t seem too thrilled – comparable issues have dropped substantially since the announcement earlier this morning.

Update: Upsized to $250-million, no greenshoe.

New Issue: VSN FixedReset 4.40%+292

Friday, February 3rd, 2012

Veresen Inc. has announced:

it will issue 6,000,000 Cumulative Redeemable Preferred Shares, Series A (“Series A Preferred Shares”) at a price of $25.00 per share (the “Offering”) for aggregate gross proceeds of $150 million on a bought deal basis. The Series A Preferred Shares will be offered to the public through a syndicate of underwriters co-led by Scotiabank, TD Securities Inc. and CIBC.

The holders of Series A Preferred Shares will be entitled to receive fixed cumulative dividends at an annual rate of 4.40%, payable quarterly for an initial period up to but excluding September 30, 2017, as and when declared by the Board of Directors of Veresen. The first quarterly dividend payment date is scheduled for June 30, 2012. The dividend rate will reset on September 30, 2017 and every five years thereafter at a rate equal to the sum of the then five-year Government of Canada bond yield plus 2.92%. The Series A Preferred Shares are redeemable by Veresen, at its option, on September 30, 2017 and on September 30 of every fifth year thereafter.

Holders of Series A Preferred Shares will have the right to convert all or any part of their shares into Cumulative Redeemable Preferred Shares, Series B (“Series B Preferred Shares”), subject to certain conditions, on September 30, 2017, and on September 30 of every fifth year thereafter. The holders of Series B Preferred Shares will be entitled to receive quarterly floating rate cumulative dividends, as and when declared by the Board of Directors of Veresen, at a rate equal to the sum of the then 90-day Government of Canada treasury bill rate plus 2.92%.

Veresen has granted the underwriters an option to purchase at the offering price an additional 2,000,000 Series A Preferred Shares exercisable in whole or in part at any time up to 6:30 AM (Calgary time) on the date that is two business days prior to closing. Should the option be fully exercised, the total gross proceeds of the Offering will be $200 million.

The Offering is expected to close on or about February 14, 2012. Net proceeds from the Offering will be used to reduce indebtedness, partially fund capital expenditures and for other general corporate purposes.

The Series A Preferred Shares will be issued pursuant to a prospectus supplement that will be filed with the securities regulatory authority in each of the provinces of Canada under Veresen’s short form base shelf prospectus dated August 22, 2011. An application has been made to list the Series A Preferred Shares and the Series B Preferred Shares on the Toronto Stock Exchange. The Offering is subject to receipt of all necessary regulatory and stock exchange approvals.

I have mixed feelings about this one. On the one had, it’s nice to see a new issuer. On the other hand, we already have lots of junk (it’s rated Pfd-3(high) by DBRS and the shelf prospectus was at P-3(high) by S&P). So, whatever.

New Issue: ENB FixedReset 4.00%+251

Monday, January 9th, 2012

Enbridge Inc. has announced:

that it has entered into an agreement with a group of underwriters to sell 12 million cumulative redeemable preference shares, series F (the “Series F Preferred Shares”) at a price of $25.00 per share for distribution to the public. Closing of the offering is expected on January 18, 2012.

The holders of Series F Preferred Shares will be entitled to receive fixed cumulative dividends at an annual rate of $1.00 per share, payable quarterly on the 1st day of March, June, September and December, as and when declared by the Board of Directors of Enbridge, yielding 4.00 per cent per annum, for the initial fixed rate period to but excluding June 1, 2018. The first quarterly dividend payment date is scheduled for June 1, 2012. The dividend rate will reset on June 1, 2018 and every five years thereafter at a rate equal to the sum of the then five-year Government of Canada bond yield plus 2.51 per cent. The Series F Preferred Shares are redeemable by Enbridge, at its option, on June 1, 2018 and on June 1 of every fifth year thereafter.

The holders of Series F Preferred Shares will have the right to convert their shares into cumulative redeemable preference shares, series G (the “Series G Preferred Shares”), subject to certain conditions, on June 1, 2018 and on June 1 of every fifth year thereafter. The holders of Series G 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 then 90-day Government of Canada treasury bill rate plus 2.51 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 F Preferred Shares at a price of $25.00 per share.

The offering is being made only in Canada by means of a prospectus. 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 co-led by Scotia Capital Inc., RBC Capital Markets and TD Securities Inc.

UST.PR.A Refunded by UST.PR.B

Tuesday, January 3rd, 2012

On November 17, First Asset Management announced:

that at an adjourned special meeting of the holders of Capital Units of the Fund held today, Capital Unitholders approved (i) a five year extension of the Fund’s termination date from December 31, 2011 to December 31, 2016, and (ii) a special retraction right to enable Capital Unitholders who do not wish to extend their investment in the Fund to retract their Capital Units prior to December 31, 2011 on the same terms that would have applied had the Fund redeemed all of the Capital Units as originally contemplated on the scheduled termination date of December 31, 2011.

Holders of the Fund’s Preferred Securities do not need to take any action. The Preferred Securities will be repaid on the same terms as originally contemplated by the trust indenture. In particular, each holder of a Preferred Security on December 31, 2011 will be paid an amount equal to the Repayment Price, being the original subscription price of $10 per Preferred Security together with any accrued and unpaid interest thereon. Payment is expected to be made on or about January 3, 2012. The Preferred Securities will be delisted from the TSX as at the close of business on Friday, December 30, 2011.

On December 19, they announced:

that it has completed its offering of Class B Preferred Securities. The Fund issued 1,203,576 Class B Preferred Securities for gross proceeds of approximately $12 million. The Class B Preferred Securities are listed on the Toronto Stock Exchange (“TSX”) under the symbol UST.PR.B. The Class B Preferred Securities have been rated Pfd-2 (low) by DBRS Limited.

DBRS has confirmed the Pfd-2(low) rating:

Dividends received on the Portfolio will be used by the Fund to make quarterly fixed cumulative distributions of $0.13125 per Class B Preferred Security to yield 5.25% annually. Based on the current dividend yields on the underlying portfolio entities, the initial dividend coverage ratio (net of expenses) is approximately 1.58 times. As a result, currently the Class B Preferred Security distributions (Interest Amount) are funded entirely from the dividends and distributions received on the securities in the Portfolio. Holders of the Capital Units are expected to receive all excess dividend income after the Class B Preferred Security distributions and other expenses of the Fund have been paid. The initial downside protection available to holders of the Class B Preferred Securities is approximately 56.4%.

The Pfd-2 (low) rating of the Class B Preferred Securities is based primarily on the downside protection and dividend coverage available, as well as on the measures in place to protect the distributions to and repayment of the Class B Preferred Securities (i.e., the Class B Preferred Securities Test, which does not permit any distributions to the Capital Unit holders if the NAV of the Portfolio is less than 1.5 times the outstanding principal amount for the Class B Preferred Securities).

The main constraints to the rating are the following:

(1) The downside protection available to holders of the Class B Preferred Securities is dependent on the value of the shares in the Fund, which are determined by supply and demand factors for utility issuers

(2) The concentration of the entire Portfolio in the utility and energy sector.

(3) The weighted-average yield from the underlying Portfolio holdings could change from time to time, which could result in reductions in interest coverage.

UST.PR.B will not be tracked by HIMIPref™ as it is too small.

BCE.PR.K Reopening: Ridiculous Rip-Off Wrinkle

Monday, December 12th, 2011

BCE Inc. has announced:

that it has entered into an agreement to issue and sell 10,000,000 Cumulative Redeemable First Preferred Shares, Series AK (series AK preferred shares), at a price of $25.00 per share, for aggregate gross proceeds of $250 million on a bought deal basis to a syndicate led by RBC Capital Markets, BMO Capital Markets and TD Securities Inc. This offering constitutes an additional issuance to the 13,800,000 series AK preferred shares that BCE initially issued on July 5, 2011.

The underwriters have also been granted an over-allotment option to purchase, at the offering price, up to an additional 1,200,000 series AK preferred shares exercisable until the date that is 30 days following the closing. Should the over-allotment be fully exercised, the total gross proceeds of the offering will be $280 million.

The series AK preferred shares will have the same terms and conditions as the existing series AK preferred shares and will pay on a quarterly basis (with the first quarterly dividend to be paid March 31, 2012), for the initial fixed rate period ending December 31, 2016, if, as and when declared by the Board of Directors of BCE, a fixed cash dividend of $0.25938. The dividend rate will be reset on December 31, 2016 and every five years thereafter at a rate equal to the 5-year Government of Canada bond yield plus 1.88%. The series AK preferred shares are redeemable by the issuer on or after December 31, 2016, in accordance with their terms.

Holders of series AK preferred shares have the right, at their option, to convert their shares into Cumulative Redeemable First Preferred Shares, Series AL, (series AL preferred shares) subject to certain conditions, on December 31, 2016 and on December 31 every five years thereafter. Holders of series AL preferred shares are entitled to receive quarterly floating adjustable cash dividends at a rate equal to the three-month Government of Canada Treasury Bill yield plus 1.88%.

The series AK preferred shares will be offered for sale to the public in each of the provinces of Canada pursuant to a short form prospectus to be filed with Canadian securities regulatory authorities in all Canadian provinces. The offering is scheduled to close on or about January 4, 2012, subject to certain conditions, including obtaining all necessary regulatory approvals.

The net proceeds of this offering will be used for general corporate purposes.

The extant issue traded today slightly above 25.00, but IIROC halted trading shortly before the close.

I’m surprised the underwriters are letting BCE get away with this, but all’s fair in love, war and investments!

BCE.PR.K is a 4.15%+188 FixedReset that began trading in July. At the time of its announcement on June 20, the GOC 5-Year yield was about 2.20%. Since then it has tumbled to about 1.33% … implying that the normal structure would require an Issue Reset Spread of about 275bp if a new issue was done today. Naturally, the company prefers to issue new shares with a spread of 188bp!

One reason the structure evolved the way it did was because of all of the bank issuance – OSFI will allow index-based coupons in Tier 1 Capital, but only if there’s no future step-up implied in the calculation on approval date. I wonder how they feel about step-downs!

I had a number of things to say about the price effect of projected reset rates for discounted and near-par FixedResets in the December edition of PrefLetter which was published early this morning. Correlation or Causation?

Update: DBRS rates Pfd-3(high), Trend Stable.

New Issue: TLM FixedReset 4.20%+277

Monday, December 5th, 2011

Talisman Energy has announced:

that it has agreed to issue to a syndicate of underwriters led by RBC Capital Markets and CIBC for distribution to the public 8,000,000 Cumulative Redeemable Rate Reset First Preferred Shares, Series 1 (the “Series 1 Preferred Shares”). The Series 1 Preferred Shares will be issued at a price of $25.00 per Series 1 Preferred Share, for aggregate gross proceeds of $200 million. Holders of the Series 1 Preferred Shares will be entitled to receive a cumulative quarterly fixed dividend at an annual rate of 4.20% for the initial period ending December 31, 2016. Thereafter, the dividend rate will be reset every five years at a rate equal to the 5-year Government of Canada bond yield plus 2.77%.

Holders of Series 1 Preferred Shares will have the right, at their option, to convert their shares into Cumulative Redeemable Rate Reset First Preferred Shares, Series 2 (the “Series 2 Preferred Shares”), subject to certain conditions, on December 31, 2016 and on December 31 every five years thereafter. Holders of the Series 2 Preferred Shares will be entitled to receive cumulative quarterly floating dividends at a rate equal to the three-month Government of Canada Treasury Bill yield plus 2.77%.

Talisman 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 1 Preferred Shares at the same offering price.

The net proceeds from this offering will be used to contribute to funding capital projects, reducing indebtedness and for general corporate purposes, as the need may arise and as management may consider appropriate at the time. The offering is expected to close on or about December 13, 2011.

The Series 1 Preferred Shares will be offered only in Canada by way of prospectus supplement to the short form base shelf prospectus of Talisman dated March 22, 2010.

As has often been the case in the past year, I am pleased to see a new issuer coming to market, but annoyed that it is another junk FixedReset! It’s interesting to see that their cost of funds is lower than last week’s MFC 4.40%+290 announcement.

Update, 2011-12-7: DBRS rates it as Pfd-3(high).