PrefBlog

The Bank of Montreal has announced:

a domestic public offering of $250 million of Non-Cumulative 5-Year Rate Reset Class B Preferred Shares Series 46 (Non-Viability Contingent Capital (NVCC)) (the “Preferred Shares Series 46”). The offering will be underwritten on a bought-deal basis by a syndicate of underwriters led by BMO Capital Markets. The Bank has granted to the underwriters an option to purchase up to an additional $50 million of the Preferred Shares Series 46 exercisable at any time up to 48 hours before closing.

The Preferred Shares Series 46 will be issued to the public at a price of $25.00 per share. Holders will be entitled to receive non-cumulative preferential fixed quarterly dividends for the initial period to May 25, 2024, as and when declared by the Board of Directors of the Bank, payable in the amount of $0.31875 per share, to yield 5.10 per cent annually.

Subject to regulatory approval, on May 25, 2024 and on May 25 of every fifth year thereafter, the Bank may redeem the Preferred Shares Series 46 in whole or in part at par. On May 25, 2024, the dividend rate will reset and will reset thereafter every five years to be equal to the 5-Year Government of Canada Bond Yield plus 3.51 per cent. Subject to certain conditions, holders may elect to convert any or all of their Preferred Shares Series 46 into an equal number of Non-Cumulative Floating Rate Class B Preferred Shares Series 47 (Non-Viability Contingent Capital (NVCC)) (“Preferred Shares Series 47”) on May 25, 2024, and on May 25 of every fifth year thereafter. Holders of the Preferred Shares Series 47 will be entitled to receive non-cumulative preferential floating rate quarterly dividends, as and when declared by the Board of Directors of the Bank, equal to the then 3-month Government of Canada Treasury Bill Yield plus 3.51 per cent. Subject to certain conditions, holders may elect to convert any or all of their Preferred Shares Series 47 into an equal number of Preferred Shares Series 46 on May 25, 2029, and on May 25 of every fifth year thereafter.

The anticipated closing date is April 17, 2019. The net proceeds from the offering will be used by the Bank for general banking purposes.

They later announced:

that, as a result of strong investor demand for its previously announced domestic public offering of Non-Cumulative 5-year Rate Reset Class B Preferred Shares Series 46 (Non-Viability Contingent Capital (NVCC)) (the “Preferred Shares Series 46”), the size of the offering has been increased to 14 million shares. The gross proceeds of the offering will now be $350 million. As announced earlier today, the offering will be underwritten on a bought deal basis by a syndicate led by BMO Capital Markets.

The anticipated closing date is April 17, 2019. The net proceeds from the offering will be used by the Bank for general banking purposes.

The new issue is somewhat expensive according to Implied Volatility Analysis:

Click for Big

Alert Readers will have noticed that the curve has been shifted a bit due to the issue BMO.PR.E, a FixedReset 4.85%+268, NVCC, that commenced trading 2018-09-17 after being announced 2018-09-06 – so let’s try a fitting in which it’s not included.

Click for Big

According to these analyses, if BMO.PR.E is included in the fitting, the new issue is fairly valued at 24.60, while BMO.PR.E itself has a fair price of 21.14 (as opposed to an actual bid price of 23.00).

If BMO.PR.E is not used to fit the curve, the new issue may be valued at 24.42, while BMO.PR.E is assigned a fair value of 20.80.

It’s interesting to note that the theoretical spread (on a notional non-callable perpetual resettable annuity) is either 345bp or 354bp (depending on whether BMO.PR.E is included), roughly the same as the actual issue spread of 351bp – which means that BMO is basically getting the call options on the issue for free.

Evolve Funds Group Inc. has announced (although not yet on its website):

on behalf of Gold Miners Split Corp. (the “Company”) is pleased to announce that it has filed a preliminary prospectus in relation to an initial public offering (the “Offering”) of preferred shares (the “Preferred Shares”) at a price of $10 per Preferred Share and class A shares (the “Class A Shares”) at a price of $15 per Class A Share.

The Company will invest in a portfolio (the “Portfolio”) comprised primarily of common shares of gold mining issuers included in the S&P/TSX Global Gold Index, the NYSE Arca Gold Miners Index and/or the MVIS Global Junior Gold Miners Index.

The investment objectives for the Preferred Shares are (i) to provide holders of Preferred Shares with cumulative preferential quarterly cash dividends, the amount of which is fixed by the board of directors of the Company in respect of each three-year term of the Company; and (ii) on May 31, 2022 (the “Termination Date”) to pay the holders of the Preferred Shares an amount per Preferred Share equal to $10.00 per Preferred Share (the “Preferred Share Repayment Amount”). The quarterly cash distribution will be $0.15 per Preferred Share ($0.60 per annum), representing a yield of 6.0% per annum on the issue price of $10.00 per Preferred Share until the Termination Date. The Preferred Shares will not be rated.

The investment objectives for the Class A Shares are to provide the holders with the opportunity for capital appreciation through exposure to the Portfolio by paying such holders, on or about the Termination Date, subject to extension for successive terms of three years as determined by the board of directors of the Company, such amounts as remain in the Company on the Termination Date after paying the Preferred Share Repayment Amount to the holders of the Preferred Shares.

Evolve, the manager of the Company, will provide investment advisory services and portfolio management services to the Company.

Prospective purchasers investing in the Company have the option of paying for: (i) Preferred Shares or Class A Shares in cash; or (ii) units comprised of one Preferred Share and one Class A Share or Class A Shares by exchanging securities of issuers listed in the preliminary prospectus (the “Exchange Option”). Prospective purchasers under the Exchange Option are required to deposit their exchange eligible securities prior to 5:00 p.m. (Toronto time) on May 10, 2019, in the manner described in the preliminary prospectus.

The syndicate of agents is being co-led by National Bank Financial Inc. and CIBC World Markets Inc., and includes BMO Nesbitt Burns Inc., RBC Dominion Securities Inc., Scotia Capital Inc., TD Securities Inc., Canaccord Genuity Corp., Industrial Alliance Securities Inc., Raymond James Ltd., Echelon Wealth Partners Inc., GMP Securities L.P., Desjardins Securities Inc., Mackie Research Capital Corporation Manulife Securities Incorporated and Wellington-Altus Private Wealth Inc.

A search on SEDAR finds the document “Gold Miners Split Corp. Apr 3 2019 4:30:13 ET Preliminary long form prospectus – English PDF 2691 K”, which I am not permitted to link to because the Canadian Securities Administrators consider this information to be secret, but which contains the following interesting information:

Currently, the Company will pay, as and when declared by the Board of Directors, a fixed cumulative preferential quarterly dividend of $0.15 per Preferred Share ($0.60 per annum or 6.0% per annum on the issue price of $10.00 per Preferred Share) to holders of Preferred Shares of record on the last business day of each quarter. From and after May 31, 2022, assuming the Termination Date of the Company is then extended beyond May 31, 2022, and in respect of each three-year extension, if any, thereafter, the Board of Directors shall determine the rate of cumulative preferential quarterly dividends to be paid on the Preferred Shares for the ensuing three-year period. Such determination shall be made at least 60 days prior to the extension of the term of the Company, failing which the then-applicable dividend rate shall continue to apply. The dividend rate will be announced by press release.
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Holders of Preferred Shares whose Preferred Shares are surrendered for retraction will be entitled to receive a retraction price per Preferred Share (the “Preferred Share Retraction Price”) equal to 96% of the lesser of (i) the NAV per unit consisting of one Preferred Share and one Class A Share (each, a “Unit”) determined as of such Retraction Date, less the cost to the Company of the purchase of a Class A Share for cancellation; and (ii) $10.00.
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On the Termination Date or subsequent termination date, a holder of Preferred Shares may retract such Preferred Shares. The Company will provide at least 60 days’ notice to holders of Preferred Shares of such right. The Preferred Shares must be surrendered for retraction by 5:00 p.m. (Toronto time) on the last business day of the month prior to the Termination Date or subsequent termination date, as applicable.
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Holders of Class A Shares are entitled to receive any dividends that the Board of Directors may declare subject to the prior rights of the holders of Preferred Shares. If the Company realizes capital gains on the sale of Portfolio Securities and would be liable to pay tax thereon, the Company may declare a capital gains dividend on the Class A Shares.

No dividends or other distributions will be paid on the Class A Shares in any month as long as any dividends on the Preferred Shares are then in arrears or so long as the NAV per Unit is equal to or less than $15.00.

At this time, other than for tax purposes, the Board of Directors does not anticipate declaring dividends in respect of the Class A Shares.
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The Preferred Shares will not be rated by any credit rating agency.

As the shares will have no credit rating, they will not be tracked by HIMIPref™ when (if!) issued. As I always point out on such occasions, this is not because I can’t do it myself or because I worship the Credit Rating Agencies, but because a downgrade – or the threat of one – in an agency rating serves wonderfully to concentrate the minds of management and directors, in a way that no amount of fulminating of mine can hope to equal.