Category: Return of Capital

Brookfield Infrastructure has announced:

that it has agreed to issue 4,000,000 5.75% Cumulative Minimum Rate Reset Class A Preferred Limited Partnership Units, Series 19 (the “Series 19 Preferred Units”) on a bought deal basis to a syndicate of underwriters led by Scotiabank, BMO Capital Markets, CIBC Capital Markets, National Bank of Canada Capital Markets, RBC Capital Markets and TD Securities Inc. for distribution to the public. The Series 19 Preferred Units are being issued by Brookfield Infrastructure L.P. (“BILP”), a subsidiary of Brookfield Infrastructure Partners L.P. (“BIP”), and will be fully and unconditionally guaranteed by BIP and BIPC Holdings Inc., a subsidiary of BIP. The Series 19 Preferred Units will be issued at a price of $25.00 per unit, for gross proceeds of $100,000,000.

Holders of the Series 19 Preferred Units will be entitled to receive a cumulative quarterly fixed distribution at a rate of 5.75% annually for the initial period ending September 30, 2031. 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 2.35%, and (ii) 5.75%. The Series 19 Preferred Units are redeemable by BILP on September 30, 2031 and on each Series 19 Reclassification Date (as defined below) thereafter.

Holders of the Series 19 Preferred Units will have the right, at their option, to reclassify their Series 19 Preferred Units into Cumulative Floating Rate Reset Class A Preferred Limited Partnership Units, Series 20 (the “Series 20 Preferred Units”), subject to certain conditions, on September 30, 2031 and on September 30 every five years thereafter (each, a “Series 19 Reclassification Date”). Holders of Series 20 Preferred Units will be entitled to receive a cumulative quarterly floating distribution at a rate equal to the 90-day Canadian Treasury Bill yield plus 2.35%.

Brookfield Infrastructure has granted the underwriters an option, exercisable until 48 hours prior to closing, to purchase up to an additional 2,000,000 Series 19 Preferred Units which, if exercised, would increase the gross offering size to $150,000,000.

The Series 19 Preferred Units will be offered in all provinces and territories of Canada by way of a prospectus supplement to BILP’s existing Canadian short form base shelf prospectus dated August 7, 2026. The Series 19 Preferred Units may not be offered or sold in the United States or to U.S. persons absent registration or an applicable exemption from the registration requirements under the U.S. Securities Act (as defined below).

Brookfield Infrastructure intends to use the net proceeds of the issue of the Series 19 Preferred Units for general corporate purposes. The offering of Series 19 Preferred Units is expected to close on or about August 27, 2026.

It’s nice to see some new paper, but geez, does it really have to come from the Brookfield group?

Thanks to Assiduous Reader skeptical111 for bringing this to my attention!

Update, 2026-08-26: The prospectus supplement is available on SEDARPlus but I am not permitted to link to it directly as this could reduce the profits made by the regulators’ future employers at the TSX. Search for: Brookfield Infrastructure L.P. (000112582); Prospectus (non pricing) supplement (other than ATM) – English.pdf;
24 Aug 2026 20:56 EDTAugust 24 2026 at 20:56:47 Eastern Daylight Time; Ontario; 525 KB; Generate URL

[bolding added. Or sometimes subtracted. It depends]

As described below, the Series 19 Preferred Units will initially be guaranteed
by Brookfield Infrastructure Partners L.P. (the “Partnership”) and BIPC Holdings Inc. (“BIPC Holdings” and together with the Partnership and the permitted successors and assigns of BIPC Holdings and the Partnership, the “Guarantors”). For the initial period commencing on the Closing Date (as defined herein) and ending on and including September 30, 2031 (the “Initial Fixed Rate Period”), the holders of Series 19 Preferred Units will be entitled to receive fixed cumulative preferential cash distributions, as and when declared by the Partnership, in its capacity as the managing general partner of the Issuer, payable quarterly on the last day of March, June, September and December in each year at an annual rate equal to C$1.4375 per Series 19 Preferred Unit. The initial distribution, if declared, will be payable on September 30, 2026 to holders of record as of August 31, 2026 and will be C$0.1339 per Series 19 Preferred Unit, based on the anticipated closing date of August 27, 2026 (the “Closing Date”). See “Details of the Offering”.

For each five-year period after the Initial Fixed Rate Period (each a “Subsequent Fixed Rate Period”), the holders of Series 19 Preferred Units will be entitled to receive fixed cumulative preferential cash distributions, as and when declared by the Partnership, in its capacity as the managing general partner of the Issuer, payable quarterly on the last day of March, June, September and December during the Subsequent Fixed Rate Period, in an annual amount per Series 19 Preferred Unit determined by multiplying the Annual Fixed Distribution Rate (as defined herein) applicable to such Subsequent Fixed Rate Period by C$25.00. The Annual Fixed Distribution Rate for each Subsequent Fixed Rate Period will be equal to the greater of: (i) the sum of the Government of Canada Yield (as defined herein) on the 30th day prior to the first day of such Subsequent Fixed Rate Period plus 2.35%, and (ii) 5.75%. See “Details of the Offering”.
…
The holders of Series 19 Preferred Units will have the right, at their option, to reclassify their Series 19 Preferred Units into Cumulative Class A Preferred Limited Partnership Units, Series 20 (the “Series 20 Preferred Units”) of the Issuer, subject to certain conditions, on September 30, 2031 and on September 30 every five years thereafter. … The Floating Quarterly Distribution Rate will be equal to the sum of the T-Bill Rate (as defined herein) plus 2.35% (calculated on the basis of the actual number of days elapsed in the applicable Quarterly Floating Rate Period divided by 365) determined on the 30th day prior to the first day of the applicable Quarterly Floating Rate Period. See “Details of the Offering”.
…
The Series 19 Preferred Units will not be redeemable by the Issuer prior to September 30, 2031. On September 30, 2031 and on September 30 every five years thereafter, subject to the solvency requirements under Bermuda law and certain other restrictions set out in “Details of the Offering — Description of the Series 19 Preferred Units — Restrictions on Distributions and Retirement and Issue of Series 19 Preferred Units” …
…
For Canadian federal income tax purposes, holders of the Series 19 Preferred Units and the Series 20 Preferred Units will not be subject to tax on distributions on the Series 19 Preferred Units and the Series 20 Preferred Units in the same way as they would on dividends on preferred shares of a Canadian corporation. See “Certain Canadian Federal Income Tax Considerations”.
…
The Series 19 Preferred Units have been assigned a preliminary rating of “P-2 (low)” by S&P and an expected rating of “BBB-” by Fitch.
…
“Initial Fixed Rate Period” means the period commencing on the Closing Date and ending on and including September 30, 2031.
…
“Subsequent Fixed Rate Period” means for the initial Subsequent Fixed Rate Period, the period commencing on September 30, 2031 and ending on and including September 30, 2036 and for each succeeding Subsequent Fixed Rate Period, the period commencing on the day immediately following the end of the immediately preceding Subsequent Fixed Rate Period and ending on and including September 30 in the fifth year thereafter.
…
If less than all of the outstanding Series 19 Preferred Units are to be redeemed, the units to be redeemed shall be selected on a pro rata basis disregarding fractions or, if such units are at such time listed on such exchange, with the consent of the TSX, in such manner as the Partnership, in its capacity as the managing general partner of the Issuer, in its sole discretion may, by resolution, determine.
…
Subject to the solvency requirements under Bermuda law and so long as any of the Series 19 Preferred Units are outstanding, the Issuer will not, without the approval of the holders of the Series 19 Preferred Units: [list of payments they can’t make] unless, in each such case, all accrued and unpaid distributions up to and including the distribution payable for the last completed period for which distributions were payable on the Series 19 Preferred Units and on all other units of the Issuer ranking prior to or on a parity with the Series 19 Preferred Units with respect to the payment of distributions have been declared and paid or set apart for payment.
…
In general, a Resident Holder’s share of the Issuer’s income (or loss) from a particular source will be treated as if it were income (or loss) of the Resident Holder from that source, and any provisions of the Tax Act applicable to that type of income (or loss) will apply to the Resident Holder.

Update, 2026-8-27: Now trading as BILP.PR.A

Brookfield Renewable Partners L.P. has announced:

that it has agreed to issue 6,000,000 5.75% Cumulative Minimum Rate Reset Class A Preferred Limited Partnership Units, Series 19 (the “Series 19 Preferred Units”) on a bought deal basis to a syndicate of underwriters led by Scotiabank, BMO Capital Markets, CIBC Capital Markets, National Bank of Canada Capital Markets, RBC Capital Markets and TD Securities Inc. for distribution to the public. The Series 19 Preferred Units will be issued at a price of C$25.00 per unit, for gross proceeds of C$150,000,000.

Holders of the Series 19 Preferred Units will be entitled to receive a cumulative quarterly fixed distribution yielding 5.75% annually for the initial period ending July 31, 2031. 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 2.65%, and (ii) 5.75%. The Series 19 Preferred Units are redeemable on July 31, 2031 and on each Series 19 Reclassification Date (as defined below) thereafter.

Holders of the Series 19 Preferred Units will have the right, at their option, to reclassify their Series 19 Preferred Units into Cumulative Floating Rate Reset Class A Preferred Limited Partnership Units, Series 20 (“Series 20 Preferred Units”), subject to certain conditions, on July 31, 2031 and on July 31 every 5 years thereafter (each a “Series 19 Reclassification Date”). Holders of Series 20 Preferred Units will be entitled to receive a cumulative quarterly floating distribution at a rate equal to the 90-day Canadian Treasury Bill yield plus 2.65%.

Brookfield Renewable has granted the underwriters an option, exercisable until 48 hours prior to closing, to purchase up to an additional 2,000,000 Series 19 Preferred Units which, if exercised, would increase the gross offering size to C$200,000,000.

The Series 19 Preferred Units will be offered in all provinces and territories of Canada by way of a prospectus supplement to Brookfield Renewable’s existing Canadian short form base shelf prospectus dated September 26, 2025. The Series 19 Preferred Units may not be offered or sold in the United States or to U.S. persons absent registration or an applicable exemption from the registration requirements under the U.S. Securities Act.

Brookfield Renewable intends to use the net proceeds from this offering to fund Eligible Investments (as defined in Brookfield Renewable’s 2024 Green Financing Framework (the “Green Financing Framework”)), including to repay indebtedness incurred in respect thereof. The Green Financing Framework is available on Brookfield Renewable’s website and described in the prospectus supplement in respect of the offering.

The offering of Series 19 Preferred Units is expected to close on or about June 9, 2026.

The distributions of this one are probably complex – by which I mean, not eligible dividends, more like some Return of Capital, some of just about anything – but the prospectus is not yet available on SEDARplus.

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

Update, 2026-6-8: OK, the prospectus is finally available on SEDARplus and can be obtained by searching for:
Brookfield Renewable Partners L.P. / Brookfield Renewable Partners L.P. (000032548)
Prospectus (non pricing) supplement (other than ATM) – English.pdf
04 Jun 2026 16:33 EDTJune 04 2026 at 16:33:17 Eastern Daylight Time
Ontario
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I’m not allowed to link for it as the Canadian Securities Administrators want to ensure that their future employers at the TMX maximize their profits from making this public information conveniently available.

Regretably, the prospectus does not give much information about the tax nature of past or expected distributions. The website isn’t much help either:

What is the tax nature of the income earned by Brookfield Renewable Partners?

Brookfield Renewable Partners is a publicly traded partnership that does not earn active business income. Instead, Brookfield Renewable Partners receives various types of investment income, such as interest, dividends, capital gains, and returns of capital, from subsidiary corporations that carry on business in various jurisdictions.

The amount of interest, dividends, capital gains, and returns of capital that is earned and then allocated to unitholders will vary depending upon the particular business unit(s) from which funds are sourced. The source of funds for the distributions will also affect how much, if any, of the distributions are subject to withholding tax.

I don’t see any historical information on their website – possibly my fault, any links anybody can supply will be appreciated – so the conservative course is to assume that everything is going to be fully taxable interest income, probably with a little Return of Capital in the mix just so you keep up on your bookkeeping skills.

Artis Real Estate Investment Trust has announced:

that is [sic] has entered into an agreement to sell to a syndicate of underwriters led by TD Securities Inc., RBC Capital Markets and Scotiabank (collectively the “Underwriters”), on a bought deal basis, 4,000,000 Cumulative Minimum Rate Reset Preferred Trust Units, Series I (“Series I Units”) at a price of $25.00 per Series I Unit (the “Issue Price”) for gross proceeds of $100,000,000 (the “Financing”). Artis has also granted the Underwriters an option, exercisable at any time up to 48 hours prior to the closing of the Financing, to purchase a further 1,000,000 Series I Units at the Issue Price, which, if fully exercised, would result in additional gross proceeds of $25,000,000.

The Series I Units will pay fixed cumulative preferential distributions of $1.50 per Series I Unit per annum, yielding 6.00% per annum, payable on the last day of January, April, July and October of each year, as and when declared by the board of trustees of Artis, for the initial period ending on April 30, 2023. The first quarterly distribution, if declared, will be payable on April 30, 2018 and will be $0.3750 per Series I Unit, based on the anticipated closing date of the Financing on January 31, 2018. The distribution rate will be reset on April 30, 2023 and every five years thereafter at a rate equal to the greater of (i) the sum of the then five year Government of Canada bond yield and 3.93% and (ii) 6.00%. The Series I Units are redeemable by Artis, at its option, on April 30, 2023 and on April 30 of every fifth year thereafter.

Holders of Series I Units will have the right to reclassify all or any part of their Series I Units as Cumulative Floating Rate Preferred Trust Units, Series J (the “Series J Units”), subject to certain conditions, on April 30, 2023 and on April 30 of every fifth year thereafter. Such reclassification privilege may be subject to certain tax considerations (to be disclosed in the prospectus supplement for the Financing). Holders of Series J Units will be entitled to receive a floating cumulative preferential distribution, payable on the last day of January, April, July and October of each year, as and when declared by the board of trustees of Artis, at a rate equal to the sum of the then 90-day Government of Canada Treasury Bill yield plus a spread of 3.93%.

DBRS Limited has assigned a provisional rating of Pfd-3 (low) to the Series I Units.

The Financing is being made pursuant to the REIT’s base shelf prospectus dated August 8, 2016. The terms of the offering will be described in a prospectus supplement to be filed with Canadian securities regulators. The Financing is expected to close on or about January 31, 2018 and is subject to regulatory approval.

Artis intends to use the net proceeds from the Financing to redeem its existing U.S. dollar denominated cumulative redeemable preferred trust units, Series C and for general trust purposes.

They later announced:

that as a result of strong investor demand for its previously announced offering, the underwriters have exercised their option to increase the size of the offering to 5,000,000 Cumulative Minimum Rate Reset Preferred Trust Units, Series I (“Series I Units”) to be offered on a bought deal basis to a syndicate of underwriters led by TD Securities Inc., RBC Capital Markets and Scotiabank (collectively the “Underwriters”). The Series I Units will be issued at a price of $25.00 per unit, for gross proceeds of $125,000,000 (the “Financing”).

The Financing is being made pursuant to the REIT’s base shelf prospectus dated August 8, 2016. The terms of the offering will be described in a prospectus supplement to be filed with Canadian securities regulators. The Financing is expected to close on or about January 31, 2018 and is subject to regulatory approval.

Artis intends to use the net proceeds from the Financing to redeem its existing U.S. dollar denominated cumulative redeemable preferred trust units, Series C and for general trust purposes.

The issue they intend to redeem is AX.PR.U, a FixedReset, 5.25%+446 US PAY ROC announced 2012-09-11 which commenced trading 2012-9-18, and which is callable at par on 2018-3-31.

The new issue looks quite expensive to me, according to Implied Volatility Analysis:

Click for Big

This perceived richness has a different source than the other issues discussed here recently, such as the BEP.PR.M issue, the CM.PR.S issue and the NA.PR.E, since the calculated level of Implied Volatility, 11%, is actually quite reasonable.

In this case, the richness is due to the extraordinarily high value that retail – fighting the last war, as always – has placed on the minimum reset guarantee. If, like me, you consider the guarantee to have little or no value, you will expect the new issue to be trading near the price of AX.PR.A, which has an Issue Reset Spread of 406bp (and a current coupon of 5.662%). However, this issue closed today at 23.61, indicating that retail considers the minimum rate guarantee to be worth somewhere around $1.50. Wow! That’s nearly double the value of the call option in this analysis!