Category: Return of Capital

Brookfield Renewable Partners L.P. has announced:

that it has determined the fixed distribution rate on its Class A Preferred Limited Partnership Units, Series 13 (“Series 13 Units”) (TSX: BEP.PR.M) for the five years commencing May 1, 2023 and ending April 30, 2028.

Series 13 Units and Series 14 Units

If declared, the fixed quarterly distributions on the Series 13 Units during the five years commencing May 1, 2023 will be paid at an annual rate of 6.05% ($0.378125 per unit per quarter).

Holders of Series 13 Units have the right, at their option, exercisable not later than 5:00 p.m. (Toronto time) on April 17, 2023, to reclassify all or part of their Series 13 Units, on a one-for-one basis, into Class A Preferred Limited Partnership Units, Series 14 (“Series 14 Units”), effective April 30, 2023.

The quarterly floating rate distributions on the Series 14 Units will be paid at an annual rate, calculated for each quarter, of 3.00% over the annual yield on three-month Government of Canada treasury bills. The actual quarterly distribution in respect of the May 1, 2023 to July 31, 2023 distribution period for the Series 14 Units, if declared, will be $0.466743 per unit, payable on July 31, 2023.

Holders of Series 13 Units are not required to elect to reclassify all or any part of their Series 13 Units into Series 14 Units.

As provided in the unit conditions of the Series 13 Units, (i) if Brookfield Renewable determines that there would be fewer than 1,000,000 Series 13 Units outstanding after April 30, 2023, all remaining Series 13 Units will be automatically reclassified into Series 14 Units on a one-for-one basis effective April 30, 2023; or (ii) if Brookfield Renewable determines that there would be fewer than 1,000,000 Series 14 Units outstanding after April 30, 2023, no Series 13 Units will be reclassified into Series 14 Units. There are currently 10,000,000 Series 13 Units outstanding.

The Toronto Stock Exchange (“TSX”) has conditionally approved the listing of the Series 14 Units effective upon reclassification. Listing of the Series 14 Units is subject to Brookfield Renewable fulfilling all the listing requirements of the TSX and, upon approval, the Series 14 Units will be listed on the TSX under the trading symbol “BEP.PR.N”.

BEP.PR.M was issued as a FixedReset 5.00%+300M500 ROC that commenced trading 2018-1-16 after being announced 2018-01-09. The issue has been tracked by HIMIPref™ but relegated to the Scraps – FixedReset (Discount) subindex on credit concerns.

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

Brookfield Renewable Partners L.P. has announced that it has:

completed its previously announced issue of Cumulative Minimum Rate Reset Class A Preferred Limited Partnership Units, Series 9 (the “Series 9 Preferred Units”). The offering was underwritten by a syndicate led by CIBC Capital Markets, RBC Capital Markets, Scotiabank and TD Securities Inc.

Brookfield Renewable issued 8,000,000 Series 9 Preferred Units at a price of $25.00 per unit, for total gross proceeds of $200,000,000.

The Series 9 Preferred Units will commence trading on the Toronto Stock Exchange this morning under the ticker symbol BEP.PR.I.

BEP.PR.I is a FixedReset, 5.75%+501M575, announced 2016-5-16. The issue will be tracked by HIMIPref™ but has been relegated to the Scraps subindex on credit concerns.

The prospectus supplement (a public document) is available on the regulator-owned SEDAR with the identifiers “Brookfield Renewable Partners L.P. May 17 2016 19:33:41 ET Prospectus supplement – English PDF 276 K” but I am not permitted to link to it directly since I am mere investor scum without even enough dignity to get a government job. The prospectus notes:

For Canadian federal income tax purposes, holders of Series 9 Preferred Units will be allocated a portion of the taxable income of the Partnership based on their proportionate share of distributions received on their units. The allocation of taxable income to such holders may be less than the distributions received. This difference is commonly referred to as a tax deferred return of capital (i.e., returns that are initially non-taxable but which reduce the adjusted cost base of the holder’s units). See “Certain Canadian Federal Income Tax Considerations” in this Prospectus Supplement for further details. As shown in the table below, the historical 3 year average per unit Canadian dividends, ordinary income and return of capital (i.e., excess of distributions over allocated taxable income) expressed as a percentage of the annual distributions in respect of units of the Partnership for the period 2013 through 2015 were approximately 61%, 20%, and 19%, respectively. Management anticipates the 5 year average per unit Canadian dividend, ordinary income and return of capital will be 50%, 25%, and 25%, respectively, for the period between 2016 and 2021; however, no assurance can be provided this will occur.

So be careful! This isn’t your usual distribution taxation status! See the coverage of the first day of trading of BEP.PR.G for an analytical framework.

BEP.PR.I traded 745,122 shares today (consolidated exchanges) in a range of 24.85-97 before closing at 24.92-95, 5×28. Vital statistics are:

The TXPR index is up about 35bp since the announcement date, so closing below par suggest a very slight softness in the market’s reception of the issue.

BEP.PR.E, which has resulted from a 41% conversion from BRF.PR.E commenced trading today.

“Trading” is perhaps a misnomer, because not a single share changed hands; fortunately, the well compensated and strictly supervised market maker stepped up to the plate and the issue closed 16.00-21.00, 9×2, a mere $5 spread.

BEP.PR.E will be tracked by HIMIPref™ but relegated to the Scraps index on credit concerns.

Brookfield Renewable Energy Partners L.P. has announced:

that as of 5:00 p.m. (Toronto Time) on February 8, 2016, a total of 2,885,496 Class A Preference Shares, Series 5 of Brookfield Renewable Power Preferred Equity Inc. (TSX:BRF.PR.E) (the “Series 5 Preferred Shares”) were validly tendered to its offer to exchange each issued and outstanding Series 5 Preferred Share for one newly issued Class A Preferred Limited Partnership Unit, Series 5 of Brookfield Renewable (the “Exchange Offer”). The Series 5 Preferred Shares tendered to the Exchange Offer represent approximately 41.22% of the issued and outstanding Series 5 Preferred Shares.

As all conditions of the Exchange Offer have been satisfied, Brookfield Renewable intends to take up and pay for the Series 5 Preferred Shares tendered to the Exchange Offer by issuing a book entry only certificate representing 2,885,496 Class A Preferred Limited Partnership Units, Series 5 of Brookfield Renewable (the “Series 5 Preferred Units”) in registered form to CDS Clearing and Depository Services Inc. The Series 5 Preferred Units are expected to be issued and commence trading on the Toronto Stock Exchange under the symbol “BEP.PR.E” on or about February 11, 2016. Series 5 Preferred Shares not tendered to the Exchange Offer will continue to trade on the Toronto Stock Exchange under the symbol “BRF.PR.E”.

BRF.PR.E is a Straight Perpetual, 5.00%, which commenced trading 2013-1-29 after being announced 2013-1-21. It is tracked by HIMIPref™ but relegated to the Scraps index on credit concerns.

BEP.PR.E is a Straight Perpetual, 5.59%, but there is a tax wrinkle on the distributions:

Management anticipates the 5 year average per unit Canadian dividend, ordinary income and return of capital will be 50%, 25%, and 25%, respectively, for the period between 2015 and 2020; however, no assurance can be provided this will occur.

The exchange offer was initially announced in November, 2015, extended in December with the prospectus filed shortly thereafter and extended again in January with the minimum tender condition waived.

BEP.PR.E will be tracked by HIMIPref™ but relegated to the Scraps index on credit concerns.

Brookfield Infrastructure has announced:

the completion of its previously announced issue of Cumulative Class A Preferred Limited Partnership Units, Series 3 (“Series 3 Preferred Units”) in the amount of $125,000,000. The offering was underwritten by a syndicate led by RBC Capital Markets, CIBC, Scotiabank, and TD Securities Inc.

Brookfield Infrastructure issued 5,000,000 Series 3 Preferred Units at a price of $25.00 per unit, for total gross proceeds of $125,000,000. Holders of the Series 3 Preferred Units will be entitled to receive a cumulative quarterly fixed distribution yielding 5.50% annually for the initial period ending December 31, 2020. Thereafter, the distribution rate will be reset every five years at a rate equal to the greater of: (i) the 5-year Government of Canada bond yield plus 4.53%, and (ii) 5.50%. The Series 3 Preferred Units will commence trading on the Toronto Stock Exchange this morning under the ticker symbol BIP.PR.B.

BIP.PR.B is a FixedReset, 5.50%+453M550 (Interest + ROC), announced December 1. The issue traded 113,268 shares today (consolidated exchanges) in a range of 24.35-58 before closing at 24.35-40, 8×40.

Given that the TXPL index is down 6.37% to December 8 from its December 1 level, the issue actually performed a little better than expected; but it remains to be seen how much of that is due to underwriter support. I’d have more confidence in the level if the volume was higher.

With some trepidation I am including this issue in the HIMIPref™ FixedReset subindex rather than the Interest-Bearing subindex, since I feel that the defining characteristic of the issue is its dividend formula rather than its dividend taxation status. I might change my mind later!

Vital statistics are:

Brookfield Renewable Energy Partners L.P. has announced:

the completion of its previously announced issue of Cumulative Minimum Rate Reset Class A Preferred Limited Partnership Units, Series 7 (the “Series 7 Preferred Units”). The offering was underwritten by a syndicate led by TD Securities Inc., CIBC, RBC Capital Markets and Scotiabank.

Brookfield Renewable issued 7,000,000 Series 7 Preferred Units at a price of $25.00 per unit, for total gross proceeds of $175,000,000.

The Series 7 Preferred Units will commence trading on the Toronto Stock Exchange this morning under the ticker symbol BEP.PR.G.

BEP.PR.G is Preferred Units FixedReset 5.50%+447M550, announced November 17. It will be tracked by HIMIPref™ but relegated to the Scraps index on credit concerns. Note that the distribution will be a mixture of dividends, income and return of capital for tax purposes; calculating the after-tax return is complex and will require numerous assumptions!

The issue is rated Pfd-3(high) by DBRS:

DBRS Limited (DBRS) has today finalized its provisional rating of Pfd-3 (high) with a Stable trend on Brookfield Renewable Energy Partners L.P.’s (BREP) issuance of Class A Preferred Limited Partnership Units, Series 7 (Preferred LP Units).
…
DBRS notes that the Preferred LP Units will rank on parity with every other series of Class A Preferred Limited Partnership Units and will be fully and unconditionally guaranteed by BREP’s key holding subsidiaries (the Guarantors). The Preferred LP Units will rank pari passu at the Guarantor level with the outstanding Preference Shares (rated Pfd-3 (high) by DBRS) of Brookfield Renewable Power Preferred Equity Inc., which are also guaranteed by BREP.

The issue traded 339,999 shares (consolidated exchanges) in a range of 24.60-94 today before closing at 24.70-75, 57×28. Vital statistics are:

According to the prospectus:

Management anticipates the 5 year average per unit Canadian dividend, ordinary income and return of capital will be 50%, 25%, and 25%, respectively, for the period between 2015 and 2020; however, no assurance can be provided this will occur.

This is the same estimate as was used for the coercive BRF.PR.E exchange offer, so we can recycle some analysis!

According to Ernst & Young, marginal tax rates for an Ontario resident with taxable income of $150,000 p.a. were 46.41% on income, 23.20% on capital gains and 29.52% on eligible dividends. Since the Return of Capital on the new units will eventually be taxed as a capital gain but only when the gain or loss is crystallized, let’s apply a 25% discount to the capital gain marginal rate to reflect the time value of the money; hence, we will assume that the Return of Capital is subject to tax at a rate of 23.20% * 75% = 17.4%:

So if we accept the given figures as a good enough guess – the after-tax income per share will be 0.95275, equivalent to a dividend of 1.352, a rate of slightly over 5.40%, which is in agreement with the figure Louisprefs supplied as the Scotia estimate in the comments to the announcement post. However, note that there are no guarantees offered by the company! If it should come to pass that 100% of the distributions are ordinary income, then tax at 46.41% will come to 0.6381 and the net after-tax amount will be 0.7369, which is 23% less than the estimate above. So there’s a certain amount of tax-risk here, depending on the nature of the company’s distributions.

Update, 2015-11-26: S&P has rated the issue P-3(high). On November 4 they degraded the outlook on BREP to stable from positive:

Standard & Poor’s Ratings Services today said it revised its outlook on Brookfield Renewable Energy Partners L.P. (BREP) to stable from positive. At the same time Standard & Poor’s affirmed its ratings on BREP and subsidiaries Brookfield Renewable Power Preferred Equity Inc. and BRP Finance ULC, including its ‘BBB’ long-term corporate credit rating on BREP.

The outlook revision reflects our view of the company’s ability to generate strong remittable cash flows from its holdings and its increased level of holding company (holdco) recourse debt. The company has articulated a policy of maintaining relatively low levels of leverage at the holdco level with leverage at the holdco used opportunistically for acquisitions with equity as market conditions allow. However, during the course of the year, the company has made a number of acquisitions that, although partially funded with new equity issuance, maintained a higher level of debt at the holdco. This has resulted in lower credit metrics. “Although the metrics are still comfortably within the range for the rating, we believe that the increased debt will remain at the holdco level for the foreseeable future,” said Standard & Poor’s credit analyst Stephen Goltz.