Category: Better Communication, Please!

Better Communication, Please!

New Issue: PVS 6 1/2 Year, USD, 5.40%

Partners Value Split Corp. has announced (but not yet on their website because, really, company management is a joke. It’s a good thing they have very, very limited responsibilities):

Partners Value Split Corp. (the “Company”) announced today that it has entered into an agreement to sell 3,000,000 Class AA Preferred Shares, Series 16 (the “Series 16 Preferred Shares”) to a syndicate of underwriters led by Scotiabank, BMO Capital Markets, CIBC Capital Markets, RBC Capital Markets and TD Securities Inc. on a bought deal basis.

The Series 16 Preferred Shares will be issued at a price of US$25.00 per share, for gross proceeds of US$75,000,000. The Series 16 Preferred Shares will carry a fixed coupon of 5.40% and will have a final maturity of March 31, 2032. The Series 16 Preferred Shares have a provisional rating of Pfd-2 from DBRS Limited. The net proceeds of the offering will be used by the Company to make distributions to the holder of the Company’s capital shares.

The Company has granted the underwriters an option, exercisable in whole or part prior to closing, to purchase up to an additional 1,000,000 Series 16 Preferred Shares at the same offering price, which, if exercised in full, would increase the gross offering size to US$100,000,000. Closing of the offering is expected to occur on or about September 11, 2025.

The Company owns a portfolio consisting of approximately 120 million Class A Limited Voting Shares of Brookfield Corporation and approximately 30 million Class A Limited Voting Shares of Brookfield Asset Management Ltd. (collectively, the “Brookfield Securities”), which are expected to yield quarterly dividends that are sufficient to fund quarterly fixed cumulative preferential dividends for the holders of the Company’s preferred shares and to enable the holders of the Company’s capital shares to participate in any capital appreciation of the Brookfield Securities.

Brookfield Corporation is a leading global investment firm focused on building long-term wealth for institutions and individuals around the world. Brookfield Corporation has three core businesses: alternative asset management, wealth solutions, and its operating businesses which are in renewable power, infrastructure, business and industrial services, and real estate. Brookfield Corporation is listed on the New York Stock Exchange and Toronto Stock Exchange under the symbol BN.

Brookfield Asset Management Ltd. (“BAM”) is a leading global alternative asset manager with over US$1 trillion of assets under management across renewable power & transition, infrastructure, private equity, real estate, and credit. BAM’s objective is to generate attractive, long-term risk-adjusted returns for the benefit of its clients and shareholders. BAM is listed on the New York Stock Exchange and Toronto Stock Exchange under the symbol BAM.

Jason Weckwerth, Chief Financial Officer, will be available at (416) 363-9491 to answer any questions regarding the offering.

This issue will not be tracked by HIMIPref™ since it’s US-Pay.

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

Update, 2025-09-05: DBRS has announced that it:

assigned a provisional credit rating of (P) Pfd-2 to the Class AA Preferred Shares, Series 16 (the Series 16 Preferred Shares) to be issued by Partners Value Split Corp. (the Company). The Series 16 Preferred Shares will rank pari passu with the existing Class AA Preferred Shares, Series 9; the Class AA Preferred Shares, Series 10; the Class AA Preferred Shares, Series 12; the Class AA Preferred Shares, Series 13; the Class AA Preferred Shares, Series 14; and the Class AA Preferred Shares, Series 15 (collectively, the Class AA Preferred Shares).

The Series 16 Preferred Shares will be entitled to a fixed quarterly cumulative preferential dividend of [$] per share to yield [%] per annum on the issue price of USD 25.00. The maturity date for the Series 16 Preferred Shares will be March 31, 2032. Prior to the issuance of the Series 16 Preferred Shares, the Company will subdivide the existing Capital Shares, so that after the closing of the offering, the aggregate number of preferred shares (Class AA Preferred Shares and Junior Preferred Shares) outstanding and the aggregate number of Capital Shares outstanding will be equal.

The Company’s investment objective is to hold a portfolio (the Portfolio) of Class A Limited Voting Shares of Brookfield Corporation (the BN Class A Shares; Brookfield Corporation’s Issuer Rating is “A” with a Stable trend, and the credit rating on its Preferred Shares is Pfd-2 with a Stable trend). Brookfield Corporation was formerly known as Brookfield Asset Management Inc. (Brookfield). On December 9, 2022, Brookfield completed its public listing and distribution of a 25% interest in its asset management business, through Brookfield Asset Management Ltd. (BAM) by way of a plan arrangement. As a result of this plan arrangement, the Company received one Class A Limited Voting Share of BAM (the BAM Class A Shares, collectively with the BN Class A Shares, the Brookfield Shares) for every four BN Class A Shares it held. Currently, the Company holds 119,611,449 BN Class A Shares and 29,902,862 BAM Class A Shares. Dividends received from the Portfolio are used to fund the payment of interest on the debentures to the extent that any have been issued and to fund the payment of dividends on the Class AA Preferred Shares. There are currently no debentures outstanding.

The Company has issued a limited number of Class A Restricted Voting Shares and Class B Restricted Voting Shares that rank senior to the Class AA Preferred Shares in respect of capital upon the dissolution, wind-up, or insolvency of the Company. There are currently 100 of Class A Restricted Voting Shares outstanding with a book value of USD 8,000 and there are 1,000 of Class B Restricted Voting Shares outstanding with a book value of USD 800.

Each series of Class AA Preferred Shares ranks pari passu with all other Class AA Preferred Shares and senior to the following:
— the Class AAA Preferred Shares,
— the Junior Preferred Shares, which currently consists of the Junior Preferred Shares, Series 1; the Junior Preferred Shares, Series 2; the Junior Preferred Shares, Series 3; and the Junior Preferred Shares, Series 4; and
— the Capital Shares, with respect to payment of dividends and repayment of principal.

There are currently no Class AAA Preferred Shares outstanding. The Junior Preferred Shareholders are entitled to receive quarterly noncumulative cash distributions at an annual rate of 5% when declared by the board of directors. There is $472 million worth of Junior Preferred Shares currently outstanding. The Company’s Capital Shareholders will only receive excess dividend income after interest on the debentures, Class AA Preferred Share distributions, Junior Preferred Share distributions, and other Company expenses have been paid, provided that the net asset value (NAV) per unit (one unit comprises one Capital Share and either one Class AA Preferred Share or one Junior Preferred Share) exceeds $36.00.

Any capital appreciation of the Brookfield Shares will benefit the Capital Shareholders, which rank junior to all preferred shares of any class or series.

Following the issuance of the Series 16 Preferred Shares, the downside protection available to the Class AA Preferred Shares is expected to be approximately 91.8%, and the dividend coverage ratio is expected to be higher than 1.0 times (x; based on the Canadian dollar and U.S. dollar exchange rate as of August 26, 2025). If the underwriters’ overallotment option is exercised, the downside protection is expected to be 91.6% and the dividend coverage is expected to remain higher than 1.0x. Because of the excess-only nature of both Junior Preferred Shares and Capital Share dividends, there is no grind on the Portfolio.

As the Brookfield Shares receive dividends in U.S. dollars, the Company is exposed to foreign currency risk relating to the Canadian-U.S. exchange rate, specifically the appreciation of the Canadian dollar versus the U.S. dollar. This may have a negative impact on the dividend coverage ratio of the Class AA Preferred Shares as these dividends (except for the dividends on the Series 16 Preferred Shares) are paid in Canadian dollars. In the event of a shortfall, the Company may sell some of the Portfolio’s securities, engage in security lending, or write covered call options to generate sufficient income to satisfy its obligations to pay the Class AA Preferred Shares’ dividends. If the Company chooses to lend its holdings, the Portfolio would be exposed to potential losses in the event that the borrower defaults on its obligations to return the borrowed securities. The Class AA Preferred Shares, excluding the Series 16 Preferred Shares, are exposed to currency risk for the return of their principal. However, this risk is mitigated by the current level of downside protection of 91.8%.

On or about September 19, 2025, the Company intends to use approximately 5 million of its BAM Class A Shares to redeem in kind all of its outstanding Junior Preferred Shares and pay a special dividend in kind with the residual value to the Capital Shares. In connection with the redemption of the Junior Preferred Shares, the Capital Shares will be consolidated so that the number of Capital Shares outstanding will equal the number of Preferred Shares outstanding.

Following the issuance of the new Preferred Shares Series 16 (including the overallotment option if exercised), the redemption of all of the Junior Preferred Shares and the special dividend payment to the Capital Shares; the level of adjusted downside protection is expected to decline to approximately 91.3% and the dividend coverage is expected to remain higher than 1.0x.

The main constraints to the credit rating are the following:
— The downside protection available to the Class AA Preferred Shareholders depends solely on the market value of the Brookfield Shares held in the Portfolio, which will fluctuate over time.
— There is a lack of diversification, as the Portfolio is entirely made up of Brookfield Shares.
— Changes in the dividend policy of Brookfield Corporation and BAM may result in reductions in the Class AA Preferred Shares’ dividend coverage.
— As the Brookfield Shares receive dividends in U.S. dollars, the Company is exposed to foreign currency risk relating to the Canadian-U.S. exchange rate, specifically the appreciation of the Canadian dollar versus the U.S. dollar. This may have a negative impact on the dividend coverage ratio of the Class AA Preferred Shares as these dividends (except for the dividends on the Series 16 Preferred Shares) are paid in Canadian dollars.
— The Class AA Preferred Shares, excluding the Series 16 Preferred Shares, are exposed to currency risk for the return of their principal. However, this risk is mitigated by the current level of downside protection of 91.8%.

Morningstar DBRS’ credit rating on the Series 16 Preferred Shares addresses the credit risk associated with the identified financial obligations in accordance with the relevant transaction documents. The associated financial obligations are the quarterly fixed cumulative preferential dividends and the return of principal on the maturity date.

Morningstar DBRS’ credit rating does not address nonpayment risk associated with contractual payment obligations contemplated in the applicable transaction document(s) that are not financial obligations.

It is of great interest that the Junior Preferreds are all getting redeemed.

Update, 2025-9-11: Finalized:

DBRS Limited (Morningstar DBRS) finalized its provisional credit rating of Pfd-2 on the Class AA Preferred Shares, Series 16 (the Series 16 Preferred Shares) issued by Partners Value Split Corp. (the Company). Morningstar DBRS also confirmed the credit ratings on the Class AA Preferred Shares, Series 9; the Class AA Preferred Shares, Series 10; the Class AA Preferred Shares, Series 12; the Class AA Preferred Shares, Series 13; the Class AA Preferred Shares, Series 14 and the Class AA Preferred Shares, Series 15 (collectively, the Class AA Preferred Shares) at Pfd-2.

Better Communication, Please!

FTS.PR.H To Reset To 7.340% 4.183%; Interconvertible with FTS.PR.I

Fortis Inc has announced – on their website, not via press release like normal people – that FTS.PR.H will reset to 7.340% 4.183% effective June 1, 2025.

As Assiduous Reader Xalier points out in the comments, the initial assertion is not just nonsense, but is contradicted by the subsequent press release, which is now quoted. Sadly the website has been changed again so I can’t determine the source of the error; but the “share information page” still has the annual dollar rate wrong.

They later announced:

that 11,298 of its 7,665,082 issued and outstanding Cumulative Redeemable Five-Year Fixed Rate Reset First Preference Shares, Series H (“Series H Shares”) were tendered for conversion, on a one-for-one basis, into Cumulative Redeemable Floating Rate First Preference Shares, Series I (“Series I Shares”) and that 248,830 of its 2,334,918 Series I Shares were tendered for conversion, on a one-for-one basis, into Series H Shares. As a result of the conversion, Fortis has 7,902,614 Series H Shares and 2,097,386 Series I Shares issued and outstanding. The Series H Shares and the Series I Shares will continue to be listed on the Toronto Stock Exchange (“TSX”) under the symbols FTS.PR.H and FTS.PR.I, respectively.

The Series H Shares will pay on a quarterly basis, for the five-year period beginning on June 1, 2025, if, as and when declared by the Board of Directors of Fortis, a fixed dividend based on an annual fixed dividend rate of 4.183 percent.

The Series I Shares will pay a floating quarterly dividend for the five-year period beginning on June 1, 2025, if, as and when declared by the Board of Directors of Fortis. The floating quarterly dividend rate for the Series I Shares for the first quarterly floating rate period (being the period from and including June 1, 2025 and ending on and including August 31, 2025) is based on an annual floating dividend rate of 4.103 percent and will be reset every quarter based on the applicable three-month Government of Canada Treasury Bill rate plus 1.450 percent.

For more information on the terms of, and risks associated with an investment in, the Series H Shares and the Series I Shares, please see the Corporation’s short form prospectus dated January 18, 2010 relating to the issuance of the Series H Shares, which can be found under the Corporation’s profile on SEDAR+ at www.sedarplus.ca and on the Corporation’s website at www.fortisinc.com.

So that’s a 2% net conversion into FTS.PR.H, the FixedReset.

FTS.PR.H was issued as a FixedReset, 4.25%+145, that commenced trading 2010-1-26 after being announced 2010-1-11. In 2015 it reset to 2.50% amid great secrecy as they prefer to maintain selective disclosure through the old boys’ club. It reset to 1.835% effective 2020-6-1 and there was a 6% net conversion to the FixedReset.

FTS.PR.I is a FloatingReset commenced trading 2020-6-2 after its creation via partial conversion from FTS.PR.H.

Better Communication, Please!

FTS.PR.M To Reset To 5.493%

Fortis Inc. has announced (not as a press release, since they are peculiar, but as a link in a footnote to their table of preference shares:

Fortis Inc. (the “Corporation”) hereby provides notice to the holders of its Cumulative Redeemable Fixed Rate Reset First Preference Shares, Series M of the Corporation (the “Series M Shares”) of the following dividend rates, in each case payable if, as and when declared by the Board of Directors of the Corporation:
i. $0.34331250 per Series M Share, being the fixed dividend rate payable quarterly on the first day of March, June, September and December of each year during the five-year period from and including December 1, 2024 to but excluding December 1, 2029; and
ii. $0.37744521 per share on the Cumulative Redeemable Floating Rate First Preference Shares, Series N of the Corporation (the “Series N Shares”), being the floating dividend rate applicable to the Series N Shares for the 3-month period from and including December 1, 2024 and ending on and including February 28, 2025,

in each case determined in accordance with the corresponding rights, privileges, conditions and restrictions attached to the Series M Shares and Series N Shares, respectively, as a class, as set out in the short form prospectus of the Corporation dated September 11, 2014 relating to the issuance of the Series M Shares.

Beneficial owners of Series M Shares wishing to convert to Series N Shares should communicate with their broker or other nominee to obtain instructions for exercising such right during the conversion period, which runs from November 1, 2024, until 5:00 p.m. (EST) on November 18, 2024.

Inquiries should be directed to Ms. Karen Gosse, Vice President, Finance, Fortis at 709.737.2865.

FTS.PR.M was issued as a FixedReset, 4.10%+248, that commenced trading 2014-9-19 after being announced and supersized 2014-9-3. It reset to 3.913% effective 2019-12-1. Notice of extension was provided wierdly in mid-October, 2024. FTS was upgraded to Pfd-2(low) (from Pfd-3(high)) by DBRS on 2021-5-4. The issue is tracked by HIMIPref™ and is assigned to the FixedResets (Discount) subindex.

Update, 2024-11-27: Fortis has announced (again, via a footnote to their table of preference shares):

that only 20,950 Cumulative Redeemable Fixed Rate Reset First Preference Shares, Series M of the Corporation (the “Series M Shares”) were tendered for conversion into Cumulative Redeemable Floating Rate First Preference Shares, Series N of the Corporation (the “Series N Shares”) on or prior to the November 18, 2024 conversion deadline.

Pursuant to the terms of the Series M Shares, as described in the short form prospectus of the Corporation dated September 11, 2014 relating to the issuance of the Series M Shares, holders of Series M Shares are not entitled to convert their Series M Shares into Series N Shares unless at least 1,000,000 Series M Shares are tendered for conversion during the conversion period. As a result of the failure of holders to tender at least 1,000,000 Series M Shares for conversion at this time, no Series M Shares will be converted into Series N Shares on December 1, 2024.

Holders of Series M Shares who exercised their right to convert their Series M Shares into Series N Shares will continue to hold Series M Shares on and after December 1, 2024 and any Series M Shares tendered for conversion will be returned to the holders thereof. As previously announced by the Corporation, the fixed dividend rate on the Series M Shares will be $0.34331250 per Series M Share, payable quarterly on the first day of March, June, September and December of each year during the five-year period from and including December 1, 2024 to but excluding December 1, 2029.

Inquiries should be directed to Ms. Karen Gosse, Vice President, Finance, Fortis at 709.737.2865.

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

Better Communication, Please!

FTS.PR.M To Be Extended

Fortis Inc. has announced – not via a press release, mind you; via a footnote to their table of preference shares – on 2024-10-17:

that holders of the currently outstanding Cumulative Redeemable Fixed Rate Reset First Preference Shares, Series M of the Corporation (the “Series M Shares”) have the right to convert all or part of their Series M Shares, on a onefor-one basis, into Cumulative Redeemable Floating Rate First Preference Shares, Series N of the Corporation (the “Series N Shares”) on December 1, 2024 (the “Conversion Date”). There are currently 24,000,000 Series M Shares outstanding.

Holders who do not exercise their right to convert their Series M Shares into Series N Shares on the Conversion Date will continue to hold their Series M Shares.

The conversion right is subject to certain conditions set out in the short form prospectus of the Corporation dated September 11, 2014 relating to the issuance of the Series M Shares including, the following:
i. if the Corporation determines that there would be less than 1,000,000 Series N Shares outstanding after the Conversion Date, then holders of Series M Shares will not be entitled to convert their Series M Shares into Series N Shares; and
ii. alternatively, if the Corporation determines that there would remain outstanding less than 1,000,000 Series M Shares after the Conversion Date, then all remaining Series M Shares will automatically be converted into Series N Shares on a one-for-one basis on the Conversion Date.

In either case, the Corporation will give written notice of either of the foregoing events, if applicable, to holders of Series M Shares no later than November 22, 2024.

The fixed dividend rate applicable for the Series M Shares for the five-year period from and including December 1, 2024 to but excluding December 1, 2029, and the floating dividend rate applicable to the Series N Shares for the 3-month period from and including December 1, 2024 and ending on and including February 28, 2025, will be determined on November 1, 2024 and notice of such dividend rates shall be provided to the holders of the Series M Shares on that day.

Beneficial owners of Series M Shares who wish to exercise their conversion right should communicate with their broker or other nominee to obtain instructions for exercising such right during the conversion period, which runs from November 1, 2024, until 5:00 p.m. (EST) on November 18, 2024.

Trading on the Toronto Stock Exchange (the “TSX”) in the Series N Shares, if any, issued as of the Conversion Date, and any corresponding adjustment to the number of Series M Shares listed on the TSX, shall each occur on December 2, 2024, the first business day following the Conversion Date, subject to the satisfaction by the Corporation of the conditions of listing imposed by the TSX in respect of the Series N Shares.

You see that little weasel paragraph in there?:

In either case, the Corporation will give written notice of either of the foregoing events, if applicable, to holders of Series M Shares no later than November 22, 2024.

Like most issues nowadays, FTS.PR.M is a book-based issue. There is one holder: the Canadian Depository for Securities. The big brokers, etc., have accounts with CDS, small brokers have accounts with the big brokers, and YOU have an account with the small broker. You are not an actual holder. You are a beneficial owner.

Or so their reasoning goes, anyway. Fortis gives me more information headaches than any other five companies put together. They don’t seem to understand that:

  • The CDS-broker-client communication channel is not quite as efficient as they think it is, and
  • it is not just the holders who have an interest in the issue. I follow the shares because I might consider buying them. I post about them here because I think my readers might consider buying them. You are reading this post because you might consider consider buying them. But Fortis tells us all to fuck off.

FTS.PR.M was issued as a FixedReset, 4.10%+248, that commenced trading 2014-9-19 after being announced and supersized 2014-9-3. It reset to 3.913% effective 2019-12-1. FTS was upgraded to Pfd-2(low) (from Pfd-3(high)) by DBRS on 2021-5-4. The issue is tracked by HIMIPref™ and is assigned to the FixedResets (Discount) subindex.

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

Better Communication, Please!

IAF.PR.B To Be Redeemed, Maybe

iA Financial Corporation Inc. has announced:

that it is considering an offering of Limited Recourse Capital Notes (the “Notes”) under its short form base shelf prospectus dated April 25, 2024 (the “Offering”).

Industrial Alliance Insurance and Financial Services Inc. (TSX: IAF) (“Industrial Alliance”), a subsidiary of the Company, announced that if the Offering is completed it intends to redeem its issued and outstanding Non-Cumulative Class A Preferred Shares Series B (the “Preferred Shares”) pursuant to their terms.

There is no certainty that the Company will ultimately complete the Offering being considered or as to the timing or terms on which such an offering might be completed and no certainty that Industrial Alliance will redeem the Preferred Shares.

The affected issue is IAF.PR.B. This issue closed the day at a price of 24.92, up 17.22% from Friday’s close of 21.26, on volume of 91,010 – large by any non-new-issue standards, and huge by the standards of this sleepy little preferred.

I’m pretty mad about this. I presume that word got out about the potential redemption of IAF.PR.B from the ‘intended use of proceeds’ section of whatever pre-marketting material’s going around, assuming that nobody who was approached had already figured out that IAF.PR.B was a prime candidate for a redemption of this nature. It is, after all, one of the last (if not the last) preferred shares issued by an actual insurer rather than an insurance holding company.

So why didn’t Industrial Alliance get a trading halt on the issue prior to all this? Other companies have been scrupulous in announcing their intention to try to refinance a preferred issue on the day before going to market. And, given that Industrial Alliance did not do this, why didn’t CIRO halt trading ‘pending an announcement from the company’? The price had gained about $1 from the opening by about 1pm; after that it really took off. It was something like 45-60 minutes before the announcement finally appeared on the company website.

How’s this from CIRO’s/IIROC’s website?

If IIROC staff notice erratic price moves in stocks, they will contact the issuer to see if it has information to explain the movement. Staff may ask the company to issue a news release if they believe that material information is leaking into the market or if they believe rumours are affecting the stock price.

Bad work, Industrial Alliance! Bad work, CIRO!

Update, 2024-6-18 This just in, although it is dated 2024-6-17 … must have been very late last night or not posted until this morning … iA Financial Corporation Inc. has announced:

that it intends to issue $350 million aggregate principal amount of 6.921% Limited Recourse Capital Notes Series 2024-1 (Subordinated Indebtedness) (the “Notes”) due September 30, 2084 (the “Offering”).

The Offering is expected to close on or about June 25, 2024. The Company intends to use the net proceeds from the sale of the Notes for general corporate purposes, which may include investments in subsidiaries and repayment of indebtedness.

The Notes will mature on September 30, 2084. Interest on the Notes at the rate of 6.921% per annum will be payable in semi-annual installments in arrears on March 31 and September 30 in each year, commencing on September 30, 2024 and continuing until September 30, 2029. Starting on September 30, 2029 and on every fifth anniversary of such date thereafter until September 30, 2079 (each such date an “Interest Reset Date”), the interest rate on the Notes will be reset at an interest rate per annum equal to the prevailing 5-year Government of Canada Yield on the business day prior to such Interest Reset Date, plus 3.600%.

In connection with the issuance of the Notes, the Company will issue 350,000 Non-Cumulative 5-Year Rate Reset Class A Preferred Shares, Series B (the “Series B Shares”). These shares will be held by Computershare Trust Company of Canada, as trustee of iA Financial Corporation LRCN Trust (the “Limited Recourse Trust”). In the event of a non-payment of interest or of the principal amount on the Notes when due, the recourse of each holder of Notes shall be limited to that holder’s pro rata share of the assets of the Limited Recourse Trust, which assets will consist of the Series B Shares, except in certain limited circumstances.

Subject to the prior approval of the Autorité des marchés financiers, the Company may redeem the Notes during the period from August 31 to and including September 30, commencing in 2029 and every five years thereafter, in whole or in part, on not less than 10 days’ and not more than 60 days’ prior written notice from the Company, at a redemption price which is equal to the aggregate of the principal amount of the Notes to be redeemed and any accrued and unpaid interest on such Notes up to, but excluding, the date of the redemption. The Offering is being done on a best efforts agency basis by a syndicate of agents co-led by CIBC Capital Markets, National Bank Financial Markets and RBC Capital Markets. The Notes will be offered in each of the provinces of Canada under a shelf prospectus supplement (the “Prospectus Supplement”) to the Company’s short form base shelf prospectus dated April 25, 2024 (the “Shelf Prospectus”).

Access to the Prospectus Supplement, the Shelf Prospectus and any amendments to the documents is provided in accordance with securities legislation relating to procedures for providing access to a shelf prospectus supplement, a base shelf prospectus and any amendment to the documents. The Shelf Prospectus is, and the Prospectus Supplement will be (within two business days), accessible on SEDAR+ at www.sedarplus.com.

An electronic or paper copy of the Prospectus Supplement, the Shelf Prospectus and any amendment to the documents may be obtained, without charge, from CIBC Capital Markets by contacting mailbox.cibcdebtsyndication@cibc.com, from National Bank Financial Inc. by contacting syndicate@nbc.ca or RBC Dominion Securities Inc. by contacting torontosyndicate@rbccm.com, by providing the contact with an email address or address, as applicable.

Better Communication, Please!

FTS.PR.K To Reset To 5.469%

Fortis Investor Relations has advised:

Good evening,

Thank you for contacting Investor Relations at Fortis Inc.

This notice went out through our CDS yesterday, January 31st, for distribution.

The new rate will be $0.3418125 per Series K Share, payable quarterly on the first day of March, June, September and December of each year during the five-year period from and including March 1, 2024 to but excluding March 1, 2029; and payable if, as and when declared by the board of directors.

As a reminder, holders of Series K pref shares have until February 15, 2024 to provide notice of their election to convert their Series K shares to Series L shares.

Please let us know if you have any additional questions.

Regards,
Investor Relations

The new rate implies a GOC-5 rate of 3.419%, which is consistent with the PPL.PR.C reset.

FTS.PR.K was issued as a FixedReset, 4.00%+205, that commenced trading 2013-7-13 after being announced 2013-7-9. It reset to 3.929% effective 2019-3-1, after some confusion. I recommended against conversion and there was no conversion. The issue is tracked by HIMIPref™ but relegated to the Scraps – FixedResets (Discount) subindex on credit concerns. and has been assigned to the FixedReset (Discount) subindex since its upgrade to Pfd-2(low) by DBRS.

The little sweethearts believe that informing CDS is good enough.

Update, 2024-2-2: I have received the following communication from FTS Investor Relations, after chiming in on an investor complaint about their secrecy:

Good morning [REDACTED],

Thank you for contacting Investor Relations at Fortis Inc.

You can find the rate reset information on our website under Investor Relation > Preference Shares. Below is the direct link to the notice in question that is dated January 31st.

Notice for Series K Rate Resets

Please let us know if you have any further questions. We appreciate your feedback and will take it into consideration going forward.

Regards,

Investor Relations

Better Communication, Please!

FTS.PR.H To Reset At 1.835%

Fortis Inc. has announced (although only on its share information page, not as a press release because these people really are useless):

On June 1, 2020, the quarterly dividend rate to be paid on each Series H Preference share will decrease to $0.11469 from $0.15625, translating into a decrease in the annual dividend rate per share to $0.45876 from $0.6250, due to the reset of the annual dividend on June 1, 2020, under the dividend rate reset provisions applicable to this series.

FTS.PR.H was issued a FixedReset, 4.25%+145, that commenced trading 2010-1-26 after being announced 2010-1-11. In 2015 it reset to 2.50% amid great secrecy as they prefer to maintain selective disclosure through the old boys’ club.

Better Communication, Please!

AZP.PR.B / AZP.PR.C : Net Conversion of 12% to FixedResets

AZP.PR.B used to be CZP.PR.B, which used to be EPP.PR.B, and throughout these changes was a FixedReset, 7.00%+418, which commenced trading 2009-11-2 after being announced 2009-10-13. You can’t tell your players without a programme! Notice of extension was provided in November, 2014, and it reset to 5.57% effective 2014-12-31. I recommended in favour of conversion and the conversion rate was 42%. The company announced the extension to 2024 on 2019-11-14. An erroneous announcement of a reset to 5.67% was announced 2019-12-2 but it was later announced that AZP.PR.B will reset at 5.739% effective January 1, 2020.

AZP.PR.C resulted from the partial conversion of AZP.PR.B and commenced trading 2014-12-31.

Atlantic Power can’t be bothered to issue a press release or otherwise indicate on their website just what the results of the conversion option were (just like 2014), but there is information available on TMXMoney, maybe.

According to the TMX Money page for AZP.PR.C (the FloatingReset), there are 1,077,391 shares outstanding (down from 1,661,906). There are reporting 2,504,131 AZP.PR.B outstanding (up from 2,338,094).

In its 2018 Annual Financial Statements (inconveniently available via SEDAR with a search for “Atlantic ower Corporation Feb 28 2019 18:10:49 ET Audited annual financial statements – English PDF 2381 K”, since neither the company nor the regulators want you reading this stuff – who do you think you are?) the company states:

We also purchased and cancelled 5,000 and 164,790 of the Series 2 and 3 Shares at Cdn$17.99 and Cdn$17.89 per share for Cdn$0.1 million and Cdn$2.9 million, respectively for a total cost of $8.0 million. A $7.9 million gain on the redemption was recorded as a component of income attributable to preferred shares of a subsidiary company in the year ended December 31, 2018. From December 31, 2018 through February 27, 2019, we purchased the maximum limit of 427,500 shares of Series 1 Preferred Shares, 27,777 of Series 2 Preferred Shares and the maximum limit of 148,311 Series 3 Preferred Shares at a total cost of Cdn$9.2 million

… so obviously the company knows a bargain when it sees one! If only they were more prolific with their press releases!

So the 2014-12-31 proportion of AZP.PR.B was 58% and the 2019-12-31 proportion is 70%. So call it a net conversion to FixedResets of 12%.

So that’s a conversion rate of about 42%. In my post just before the decision deadline, I recommended conversion.

Better Communication, Please!

FTS.PR.K Reset Rate to Remain Secret

I sent three eMails of inquiry (on 1/31, 2/1 and 2/4) to Fortis Investor Relations regarding the reset rate for FTS.PR.K:

Will the captioned security be redeemed? Or will the dividend rate be reset, with a conversion option? Will there be a press release, similar to the press releases of your competitors for capital, Enbridge and Pembina Pipelines, with respect to their issues resetting on the same date?

I finally got a reply today well after the close of business:

Good Evening Mr. Hymas,

Thank you for contacting Fortis Inc. Fortis does not intend to exercise its right to redeem all or any part of the currently outstanding Cumulative Redeemable Fixed Rate Reset First Preference Shares, Series K of the Corporation (the “Series K Shares”) on March 1, 2019.

Subject to certain conditions set out in the prospectus supplement of the Corporation dated July 9, 2013 to the base shelf prospectus of the Corporation dated May 10, 2012 relating to the issuance of the Series K Shares, the holders of the Series K Shares have the right to convert all or part of their Series K Shares, on a one-for-one basis, into Cumulative Redeemable Floating Rate First Preference Shares, Series L of the Corporation (the “Series L Shares”) on March 1, 2019 (the “Conversion Date”). This prospectus is on the Fortis website.

You should check CDS Advisory Bulletins for ongoing corporate actions relating to the conversion and/or redemption of Series K first preference shares. Furthermore, Fortis will be announcing the new dividend rate for the Series K upon the board of directors approval and declaration, which should occur around mid-February.

If you have any further questions please let me know.

There is a lot to complain about here.

First is the question of timing:

Fortis will be announcing the new dividend rate for the Series K upon the board of directors approval and declaration, which should occur around mid-February.

I note from the prospectus:

The holders of Series K First Preference Shares will have the right, at their option, to convert any or all of their Series K First Preference Shares into an equal number of Cumulative Redeemable Floating Rate First Preference Shares, Series L of the Corporation (the “Series L First Preference Shares”), subject to certain conditions, on March 1, 2019, and on March 1 every fifth year thereafter (each, a “Series K Conversion Date”).
…
The conversion of the Series K First Preference Shares may be effected by delivery to the Corporation of written notice thereof not earlier than the 30th day prior to, but not later than 5:00 p.m. (Toronto time) on the 15th day preceding, a Series K Conversion Date.

So March 1, 2019, is a Series K Conversion Date and the deadline for notification of conversion is the 15th day preceding this date, which is February 14, which is “around mid-February”. So the deadline for notification of conversion and the public announcement of the new rate will occur more or less simultaneously.

However, we may also note, from the prospectus, that:

“Fixed Rate Calculation Date” means, for any Subsequent Fixed Rate Period, the 30th day prior to the first day of such Subsequent Fixed Rate Period.
…
“Subsequent Fixed Rate Period” means, for the initial Subsequent Fixed Rate Period, the period commencing on March 1, 2019 to, but excluding, March 1, 2024 and, for each succeeding Subsequent Fixed Rate Period, the period commencing on the first day of March immediately following the end of the immediately preceding Subsequent Fixed Rate Period to, but excluding, March 1 in the fifth year thereafter.
…
The Corporation will, on the Fixed Rate Calculation Date, give written notice of the Annual Fixed Dividend Rate for the ensuing Subsequent Fixed Rate Period to the registered holders of the then outstanding Series K First Preference Shares.

So we may assume that Fortis has followed the letter of the prospectus and has already notified the “registered holders” of FTS.PR.K of the reset rate.

One thing sometimes forgotten when discussing “registered holders” nowadays is that there is usually exactly one registered holder: the depositary, which maintains accounts for each of its participants (brokerages) which in turn maintain accounts for each of their customers. This is called a “book based” system and is described in the prospectus, from which the following is extracted:

Except as otherwise provided below, the Series K First Preference Shares and the Series L First Preference Shares will be issued in a “book entry only” form and must be purchased or transferred through participants (“Participants”) in the depository service of CDS Clearing and Depository Services Inc. (“CDS”) or its nominee which include securities brokers and dealers, banks and trust companies. On the Closing Date, the Corporation will cause a global certificate representing the Series K First Preference Shares to be delivered to, and registered in the name of, CDS or its nominee. Except as otherwise provided below, no purchaser of Series K First Preference Shares or Series L First Preference Shares will be entitled to a certificate or other instrument from the Corporation or CDS evidencing that purchaser’s ownership, and no purchaser will be shown on the records maintained by CDS except through a book entry account of a Participant acting on behalf of the purchaser. Each purchaser of Series K First Preference Shares or Series L First Preference Shares will receive a customer confirmation of purchase from the registered dealer from which the Series K First Preference Shares or Series L First Preference Shares are purchased in accordance with the practices and procedures of the dealer. The practices of registered dealers may vary, but generally customer confirmations are issued promptly after execution of a customer order.

So what this means is that CDS has been notified, at which point Fortis has taken no further action to disseminate the information; refusing even to answer direct questions to their Investor Relations Department.

This is ridiculous. This is selective disclosure – perhaps not in law, but for all practical purposes this means that CDS (an entity controlled by the Toronto Stock Exchange) and the brokerages (who are “participants” in CDS) are getting notification of the news and are then advising clients at some later time when they damn well choose.

As far as interested investors and advisors are concerned, I’ve looked up how to get access to the CDS Advisory Bulletins:

The Advisory Bulletins service provides issuers an additional facility to communicate extraordinary details related to pending, ongoing or completed entitlements and corporate actions.

Delivery: Web, MT564/MT568 (ISO 15022)

Depending upon the nature of the message, the details of the bulletin will also be delivered via MT564 – Entitlements Notification and MT568 – Entitlements Narrative message.

Pricing: $1,125

Access the product sheet.

Contact us for pricing and other information

Non – CDS Participant Inquiries for CDS Innovation /TMX Datalinx
Email: datasales@tmx.com

CDS Participant & Issuer Inquiries
Client Relationship Managers cdscdccrelationshipmgmt@tmx.com

I have written to the Exchange:

What is the cost to subscribe to the captioned service? May these bulletins be purchased individually?

There is nothing filed regarding this matter on SEDAR, that bastion of brokerage privilege. Fortis seems very eager to pad the profits of TMX Group Limited!

I’m sure Fortis is operating within the letter of the laws and regulations and I’m sure they’ve got large legal bills to prove it. But I consider the lack of immediate public disclosure – which is standard for its competitors, I can’t think of a single other exception to this practice off the top of my head – to be contrary to the spirit of the regulations.

Given the obsession of Fortis management with keeping this information strictly under wraps, to the extent of refusing to answer a direct question regarding the reset rate when selective disclosure has already been made, I am unable to publish a formal recommendation regarding whether FTS.PR.K security holders should convert or hold their shares.

Better Communication, Please!

IAG.PR.G : No Conversion to FloatingReset

Industrial Alliance Insurance and Financial Services Inc. has disclosed in an eMail response to my nine (count ’em, nine) inquiries:

Per our May 31 press release, since there were less than 1,000,000 shares to be converted into Series H, no Series H shares will be issued and all shares will remain in Series G, returning a 3.777% dividend rate.

We decided not to issue a press release. We informed CDS last week and the result should have been communicated through CDS. We certainly take note of your comment regarding peers issuing press release in that situation.

Please let me know if you have any questions.

Best regards,

This is pretty second-rate shareholder communication, although I have no doubt that it is legal. CDS? The company is relying on CDS, a bank-owned monopoly with basically no mandate or incentive to communicate with shareholders and entrusting it with the responsibility to promulgate corporate information? The idea is ridiculous.

We can look, for instance, at the SEC’s 2013 announcement regarding disclosures via Twitter (emphasis added):

The Securities and Exchange Commission today issued a report that makes clear that companies can use social media outlets like Facebook and Twitter to announce key information in compliance with Regulation Fair Disclosure (Regulation FD) so long as investors have been alerted about which social media will be used to disseminate such information.

The SEC’s report of investigation confirms that Regulation FD applies to social media and other emerging means of communication used by public companies the same way it applies to company websites. The SEC issued guidance in 2008 clarifying that websites can serve as an effective means for disseminating information to investors if they’ve been made aware that’s where to look for it. Today’s report clarifies that company communications made through social media channels could constitute selective disclosures and, therefore, require careful Regulation FD analysis.

“One set of shareholders should not be able to get a jump on other shareholders just because the company is selectively disclosing important information,” said George Canellos, Acting Director of the SEC’s Division of Enforcement. “Most social media are perfectly suitable methods for communicating with investors, but not if the access is restricted or if investors don’t know that’s where they need to turn to get the latest news.”

The fact that material disclosures of this nature can be made selectively to broker-members of CDS is a disgrace and is particularly obnoxious in that CDS’s immediate controller, the bank-owned Toronto Stock Exchange, has not publicized this information on their website listing for IAG.PR.G or, indeed, for IAG common. However, given that this selective disclosure favours the Big Banks, I’m not holding my breath while waiting for regulatory action.

Assiduous Readers will recall that IAG.PR.G will reset at 3.777% and should now be referred to as a FixedReset, 3.777%+285. I recommended against conversion.

IAG.PR.G commenced trading 2012-6-1 (and was, unusually, re-opened on 2012-6-19) after being announced 2012-5-24. It has been a member of the FixedReset subindex since inception.

As this issue is not NVCC compliant, it is analyzed as having a Deemed Retraction.

Update, 2017-6-30 : The eMail quoted above was from the company and received 2017-06-28. The following was received from the always efficient Computershare on 2017-06-30 (they got the same inquiries I sent to the company itself):

Thank you for your inquiry.

We confirm that Industrial Alliance announced on June 1st, 2017 the conversion of the Class A preferred shares series G (CUSIP 455871806) for preferred series H shares (CUSIP 455871889). However, since less than 1,000,000 series G shares were deposited no shares will be converted. Shareholders will continue to hold their series G shares. Industrial Alliance gave written notice to this effect to holders of series G shares on or around June 22nd, 2017.

If you have any questions, please do not hesitate to contact our National Customer Contact Centre at 888-838-1405 (outside North America at 514-982-7555) between 8:30am and 8:00pm EST from Monday to Friday and one of our agents will be pleased to assist you with your inquiry.

Note that the phrase “gave written notice to this effect to holders” is a very, very clever phrase that some people consider ethical: since IAG.PR.G is book-based, there is (in a very, very clever, lawyerly sense) exactly one holder – CDS. So hats off to the very, very clever people at Computershare!

Yours Sincerely,