PrefBlog

BPO Properties Limited has announced:

that BPP will be shortly mailing its information circular to shareholders containing some modifications to the previously announced proposal to create Canada’s pre-eminent office real estate investment trust (REIT), to be named Brookfield Office Properties Canada. After consultation with a number of interested parties, including the independent committee of the board of directors and its financial advisor, Brookfield Office Properties Canada has agreed to pay $100 million of the purchase price for Brookfield Properties’ interest in Brookfield Place in cash instead of solely through the assumption of debt and units in the new REIT, as originally announced. The remainder of the purchase price will be paid by the assumption of debt and units valued at approximately $20.90 per unit. In light of this change, Brookfield Office Properties Canada will not pay the previously announced special distribution to unitholders on closing of the transaction.

The impact of the above cash payment is a reduction in the number of units outstanding by approximately five million to 93 million and an increase in expected funds from operations available to unitholders on an annualized basis in 2010 to $1.27 per unit from $1.20 per unit. In addition, Brookfield Office Properties Canada’s monthly distributions commencing on closing of the transaction as modified will increase to $0.07 per unit, or $0.84 per unit on an annualized basis.

On closing of the transaction, Brookfield Properties and its affiliates, which currently hold approximately 89.7% of BPP’s common equity, will hold in aggregate an equity interest in Brookfield Office Properties Canada of approximately 90.6%, including the consideration Brookfield Properties is receiving for the sale of Brookfield Place.

As a result of Brookfield Properties’ ownership of equity interests in the REIT of more than 90%, under applicable Canadian securities laws it would be possible for Brookfield Properties to initiate a privatization of the REIT and certain related party transactions without seeking the approval of the minority unitholders. Recognizing this, Brookfield Properties has agreed that following closing it will not initiate any such privatization or related party transaction without minority approval. This undertaking will terminate in the future if Brookfield Properties and its affiliates hold in aggregate an equity interest in Brookfield Office Properties Canada of 75% or less for a period of 12 months.

The independent committee appointed by the board of directors of BPP to consider the proposed transaction has received an opinion from its financial advisor, Macquarie Capital Markets Canada Ltd., that the transaction as modified is fair, from a financial point of view, to shareholders of BPP other than Brookfield Properties and its affiliates. The board of directors, on the unanimous recommendation of the independent committee, has determined that the proposed transaction as modified is in the best interests of BPP and is unanimously recommending that shareholders vote in favour of the transaction at the meeting.

An information circular describing the modified transaction is anticipated to be mailed shortly, but at least prior to April 1, 2010 and will be available on BPP’s website and at www.sedar.com at that time. The meeting of shareholders to consider the transaction is now expected to take place on April 27, 2010. If shareholders approve the transaction at the meeting, and the requisite court approval is obtained, it is anticipated that the transaction will be completed on or about April 30, 2010.

The plan of arrangement has been discussed on PrefBlog.

BPP has three issues of preferreds outstanding: BPP.PR.G, BPP.PR.J and BPP.PR.M. It is not yet clear whether they will vote as a class on the transaction.

Navina Asset Management Inc. (formerly Lawrence Asset Management Inc.) has announced:

that in accordance with a proposal to amend the articles of the Corporation (the “Articles”) approved at a Special Meeting of Shareholders held on February 25, 2010, HI PREFS will be terminated as of market close on March 12, 2010 (the “Termination Date”) and the Series 1 Shares (TSX:HPF.pr.a) and Series 2 Shares (TSX:HPF.pr.b) will be delisted from the Toronto Stock Exchange.

In accordance with the terms of the amended Articles, HI PREFS will redeem all of the outstanding Series 1 Shares, Series 2 Shares and Equity shares of the Corporation on the Termination Date. Shareholders are not required to take any action to cause their shares to be redeemed. Redemption proceeds calculated in accordance with the Articles will be paid to Computershare on March 12, 2010 for distribution to shareholders.

Each holder of Series 1 Shares will receive an aggregate payment equal to $27.80 for each Series 1 Share held by them, such amount representing (a) the original investment amount of $25.00 paid in respect of each Series 1 Share, plus (b) the amount of all declared but unpaid dividends payable to holders of the Series 1 Shares and any dividends accrued up to the Termination date of March 12, 2010.

Each holder of Series 2 Shares will receive an aggregate payment equal to $16.46 per Series 2 Share, such amount representing (a) the original investment amount of $14.70 paid in respect of each Series 2 Share less $0.28 per share (such amount representing one-half of the costs, on a per share basis, to wind up and terminate the Corporation early), plus (b) the amount of all declared but unpaid dividends payable to holders of the Series 2 Shares and any dividends accrued up to the Termination date of March 12, 2010.

From and after the Termination Date, Shareholders will cease to be entitled to any dividends of HI PREFS and will not be entitled to exercise any of the rights of shareholders of HI PREFS unless payment of the redemption amount in respect of the shares is not duly made by the Corporation. For more information please visit www.lawrenceasset.com.

These issues will not be missed.

HPF.PR.A and HPF.PR.B were last mentioned on PrefBlog when the approval for early wind-up was announced. HPF.PR.A and HPF.PR.B were tracked by HIMIPref™, but were relegated to the Scraps index on credit concerns.

TransCanada Corp. has announced:

that it has completed its public offering of cumulative redeemable first preferred shares, series 3 (the “Series 3 Preferred Shares”). As the underwriters fully exercised their option to acquire an additional two million Series 3 Preferred Shares, the size of the offering increased to a total of 14 million shares resulting in gross proceeds of $350 million.

The offering was first announced on March 4, 2010 when TransCanada entered into an agreement with a syndicate of underwriters in Canada led by Scotia Capital Inc. and RBC Capital Markets.

The net proceeds of the offering will be used to partially fund capital projects, for general corporate purposes and to reduce short term indebtedness of TransCanada and its affiliates, which short term indebtedness was used to fund TransCanada’s capital program and for general corporate purposes.

TRP.PR.B is the new FixedReset 4.00%+128 announced March 4. TRP.PR.B traded 437,233 shares in a range of 24.83-95 before closing at 24.88-90, 48×2.

Vital statistics are:

The issue will be tracked by HIMIPref™. It has been added to the FixedReset sub-index; at some point this index will be split into Premium and Discount moieties, similarly to the Straight Perpetuals, as the behaviour of Premium and Discount issues in response to yield shocks will be different.

Brookfield Renewable Power Fund has announced:

the closing of the previously announced public offering of 10 million Class A Preference Shares, Series 1 (the “Series 1 Preferred Shares”) of Brookfield Renewable Power Preferred Equity Inc., at $25.00 per share for gross proceeds of $250 million. The offering was made on a bought deal basis through a syndicate of underwriters led by Scotia Capital Inc., CIBC, RBC Capital Markets and TD Securities Inc.

The Series 1 Preferred Shares commence trading on the Toronto Stock Exchange today under the symbol BRF.PR.A.

This is a FixedReset, 5.25%+262, announced February 18 and upsized to $250-million after announcement. The issue traded 388,252 shares in a range of 24.79-07 (the low price was the opening) before closing at 25.05-07, 3×20.

Vital statistics are: