PrefBlog

Enbridge Inc. has announced:

it has closed its previously announced public offering of cumulative redeemable preferred shares, Series F (the “Series F Preferred Shares”) by a syndicate of underwriters co-led by Scotia Capital Inc., RBC Capital Markets and TD Securities Inc. Enbridge issued 20 million Series F Preferred Shares for gross proceeds of $500 million. The Series F Preferred Shares will begin trading on the TSX today under the symbol ENB.PR.F. The proceeds will be used to partially fund capital projects, to reduce existing indebtedness and for other general corporate purposes.

ENB.PR.F is a 4.00%+251 FixedReset announced January 9. The announced size was 12-million shares with a 2-million greenshoe … so it’s clear that the market said ‘Supersize me!’ Now that I look, I see that this upsizing was announced on January 9:

Enbridge Inc. (TSX:ENB)(NYSE:ENB) today announced that as a result of strong investor demand for its previously announced offering of cumulative redeemable preference shares, series F (the “Series F Preferred Shares”), the size of the offering has been increased to 20 million shares. The aggregate gross proceeds will be $500 million.

The issue traded 1,146,325 shares today in a range of 25.00-19, joining the list of 176 other million-plus trading days I’ve recorded since 1993-12-31. It closed at 25.12-13, 9×280. Vital statistics are:

ENB.PR.F will be tracked by HIMIPref™. It is assigned to the FixedResets index.

Update 2012-1-20: Rated Pfd-2(low) [Stable Trend] by DBRS.

The company wrote to shareholders in October, 2011:

You are invited to a special meeting (the “meeting”) of shareholders of Canadian Banc Recovery Corp. (the “Company”) to be held at 10:00 am (Eastern standard time) on Thursday, November 3, 2011 at the offices of Blake, Cassels & Graydon LLP, 199 Bay Street, 40th floor, Commerce Court West, Toronto, Ontario.

The primary purpose of the meeting is to consider and vote upon a special resolution that would allow shareholders to maintain their investment beyond the scheduled termination date of December 1, 2012.

If the special resolution is approved, the termination date would initially be extended to December 1, 2018.

The Information Circular was published.

The vote was favourable:

Class A Shareholders voted 98.3% in favour of the resolution and Preferred Shareholders voted 86.9% in favour of the resolution, and therefore the resolution to extend the termination date to December 1, 2018 and to provide holders with the Special Retraction Right and all other resolution items was approved at the meeting held earlier today.

The company decided not to call any preferreds:

In order to maintain the requirement that the same number of each class of shares remain outstanding after completion of the Special Retraction, it is expected that any required equalization adjustments will be done by making an adjustment to the number of Class A shares outstanding. Any such adjustment to the number of Class A shares held by each Class A investor will not affect the value of their investment.

Preferred shareholders lost a big chunk of downside protection:

This special retraction right allowed both classes of shareholders to tender one or both classes of shares and receive a retraction price based on the December 30, 2011 net asset value per Unit ($10 per Preferred Share, $10.68 per Class A Share and $20.68 per Unit, as applicable). In aggregate, there were more Class A shares tendered for retraction than Preferred shares. Since Canadian Banc is required to maintain an equal number of shares outstanding for each Class as per the prospectus, the Company must increase the Class A shares to match the number of Preferred shares.

Immediately after the special retraction payment on January 16, 2012, there will be 6,772,453 Preferred shares and 5,737,131 Class A shares outstanding. In order to restore an equal amount of shares outstanding for each Class, Class A shareholders on record as at January 17, 2012 will receive approximately 1.180459885 Class A shares for each Class A share outstanding. The increase in shares (subdivision) is a non taxable event.

DBRS notes:

Canadian Banc Recovery Corp.: On November 3, 2011, Canadian Banc Recovery Corp. (the Company) announced that 98.3% of Class A shareholders and 86.9% of preferred shareholders had approved the extension of the termination date of the Company by an additional six years from December 1 2012, to December 1, 2018. Holders of the Class A shares and preferred shares were provided with a special retraction right that would allow them to retract their shares on December 1, 2012, as originally intended if they do not wish to continue participating. This resolution also allows the Board of Directors to provide subsequent fi ve-year termination date extensions along with the same retraction rights to shareholders without the need to hold a special shareholder meeting. The Board will also be able to adjust dividend distributions for future extensions to refl ect market conditions at that time.

BK.PR.A is tracked by HIMIPref™ but is relegated to the Scraps index on credit concerns.

As previously reported, PDV.PR.A was to vote on a term extension.

The company wrote to shareholders in October, 2011:

You are invited to a special meeting (the “meeting”) of shareholders of Prime Dividend Corp. (the “Company”) to be held at 11:00 am (Eastern standard time) on Thursday, November 3, 2011 at the offices of Blake, Cassels & Graydon LLP, 199 Bay Street, 40th floor, Commerce Court West, Toronto, Ontario.

The primary purpose of the meeting is to consider and vote upon a special resolution that would allow shareholders to maintain their investment beyond the scheduled termination date of December 1, 2012.

If the special resolution is approved, the termination date would initially be extended to December 1, 2018.

The Information Circular was published.

The vote was successful:

Class A Shareholders voted 96.1% in favour of the resolution and Preferred Shareholders voted 90.2% in favour of the resolution, and therefore the resolution to extend the termination date to December 1, 2018 and to provide holders with the Special Retraction Right and all other resolution items was approved at the meeting held earlier today.

There was no call for redemption on the preferreds.

In order to maintain the requirement that the same number of each class of shares remain outstanding after completion of the Special Retraction, it is expected that any required equalization adjustments will be done by making an adjustment to the number of Class A shares outstanding. Any such adjustment to the number of Class A shares held by each Class A investor will not affect the value of their investment.

The retraction right turned out to be based on a NAV of 16.76 per Unit.

DBRS notes:

Prime Dividend Corp.: On November 3, 2011, Prime Dividend Corp. (the Company) announced that 96.1% of Class A shareholders and 90.2% of preferred shareholders had approved the extension of the termination date of the Company by an additional six years from December 1, 2012, to December 1, 2018. Holders of the Class A shares and preferred shares were provided with a special retraction right that would allow them to redeem their shares on December 1, 2012, as originally intended if they do not wish to extend their investment. This resolution also allows the Board of Directors to provide subsequent fi ve-year termination date extensions along with the same retraction rights to shareholders without the need to hold a special shareholder meeting. The Board will also be able to adjust dividend distributions for future extensions to refl ect market conditions at that time.

PDV.PR.A is not tracked by HIMIPref™.