PrefBlog

DBRS has announced that it:

changed the trends on Fairfax Financial Holdings Limited (Fairfax or the Company) and its related entities to Positive from Stable. DBRS Morningstar also confirmed all ratings, including Fairfax’s Issuer Rating, at BBB (high), with Northbridge General Insurance Corporation’s (Northbridge) and Federated Insurance Company of Canada’s Financial Strength Ratings at “A”.

KEY RATING CONSIDERATIONS
The change in the trends to Positive from Stable recognizes Fairfax’s resilient, diversified and growing franchise; consistent underwriting profitability; strong liquidity position; and sound regulatory capital. The Company is a major international property and casualty (P&C) insurance and reinsurance player with a significant presence in key global markets through its geographically diversified insurance and reinsurance operating subsidiaries. Fairfax maintains ample liquid assets at both the holding and operating companies, as well as access to committed lines of credit. Fairfax’s earnings are subject to volatility as a result of exposure to natural catastrophe losses and the impact of financial market fluctuations on unrealized investment gains and losses. The Company’s subsidiaries maintain appropriate regulatory capital ratios with buffers above required solvency levels, allowing Fairfax to handle adverse events. The ratings also consider Fairfax’s improved risk profile, driven by the Company’s recent shift towards investing in highly rated and liquid fixed-income securities while reducing holdings of noninvestment-grade bonds. AAA-rated bonds now account for the majority of Fairfax’s bond portfolio.

RATING DRIVERS
DBRS Morningstar would upgrade the ratings on Fairfax and its subsidiaries, if the Company maintains its improved risk profile and overall profitability while reducing its financial leverage ratio.

Given the Positive trend, a downgrade in the near future is unlikely. However, the trend would revert to Stable if there is deterioration in the risk profile and overall profitability, or sustained elevated financial leverage.

RATING RATIONALE
DBRS Morningstar views the Company’s franchise strength as Strong/Good, reflecting the size and diversity of its core operations. Fairfax has developed an extensive portfolio of global insurance and reinsurance subsidiaries over time, which the Company continues to expand through organic growth and prudent strategic acquisitions. Management of Fairfax’s insurance and reinsurance operating subsidiaries is decentralized, with each organization having its own autonomous management team. The breakdown of premiums written by line of business has remained consistent over the past five years, with casualty insurance accounting for just more than half of the gross premiums written. The Company ranks among the top five providers of commercial P&C insurance in Canada based on 2021 direct premiums written. Fairfax’s largest U.S.-based subsidiary, Odyssey Group, ranks among the 25 largest global P&C reinsurers. The Company’s U.K. subsidiary, Brit Limited (Brit), is the second largest Lloyd’s of London syndicate and a market leader in specialty insurance and reinsurance. Fairfax can compete with larger global players using various platforms in selected markets where it can achieve underwriting profitability. The Company’s gross written gross premiums have increased progressively over the past five years to $23.8 billion reported for year-end 2021.

Fairfax’s Good risk profile is supported by the Company’s strong underwriting and risk-limit controls, effective claims management, and appropriate reinsurance coverage for aggregate claim events or large losses. Moreover, Fairfax has appropriate internal controls and has been able to operate successfully in multiple jurisdictions. There has been a significant increase in the proportion of AAA rated bonds and a decline in the proportion of bonds rated BBB and below in the bond portfolio, resulting in a material improvement in the credit risk profile of the Company’s fixed-income investment portfolio.

DBRS Morningstar assesses Fairfax’s earnings ability as Good. The Company is characterized by disciplined underwriting, supported by a long-term value investing approach that sometimes may introduce earnings volatility. The Company has a history of acquiring well-managed insurance companies, ensuring that it retains management to continue running these businesses. The results for the first nine months of 2022 (9M 2022) were negatively affected by market volatility, caused in part by the rapid increase in interest rates globally. As a result, Fairfax reported a consolidated net loss of $816 million as of 9M 2022. Nonetheless, Fairfax expects to report a small profit for full year due to realized gains ($1.3 billion on a pre-tax basis) upon the sale of the Company’s pet insurance business, which will be reflected in Q4 2022 earnings. The hardening reinsurance market is expected to contribute positively to Fairfax earnings in the short to medium term.

DBRS Morningstar assesses Fairfax’s liquidity profile as Strong/Good. Fairfax maintains a strong financial position at the holding company level, with approximately a $873.5 million total for cash and liquid investments as at Q3 2022. DBRS Morningstar considers this level of cash and investments as providing an important liquidity cushion for any potential uptick in insurance claims from the subsidiaries or potential catastrophe losses. The Company redeployed a significant amount of cash in 2022 to invest in AAA-rated U.S. Treasuries and Government of Canada bonds. This is expected to help increase earnings through interest income going forward while maintaining the Company’s resilient liquidity position. Fairfax maintains a committed credit facility of $2 billion that is available to support liquidity needs. The credit facility was largely undrawn as at September 30, 2022.

DBRS Morningstar assesses the capitalization of Fairfax as Good/Moderate. The Company’s insurance and reinsurance operating subsidiaries are appropriately capitalized. Fairfax’s fixed-charge coverage ratios have been volatile over time because of the impact of International Financial Reporting Standards’ accounting treatment of unrealized capital gains and losses within the investment portfolio. However, it improved significantly in 2021 because of the Company’s strong earnings. The Company’s financial leverage ratio (calculated by DBRS Morningstar on a consolidated basis as debt plus preferred shares to capital) increased to 35.7% at Q3 2022, in part due to the issuance of $750 million of senior debt in August 2022 and a decline in common equity. Any substantial further increase in leverage would change the Positive trend to Stable.

The rating of Pfd-3(high) was unaffected.

Affected issues are FFH.PR.C, FFH.PR.D, FFH.PR.E, FFH.PR.F, FFH.PR.GM, FFH.PR.H, FFH.PR.I, FFH.PR.J, FFH.PR.K and FFH.PR.M.

Brookfield has announced:

that it has determined the fixed dividend rate on its … Cumulative Class A Preference Shares, Series 48 (“Series 48 Shares”) (TSX: BAM.PF.J) for the five years commencing January 1, 2023 and ending December 31, 2027. As previously disclosed, the … Series 48 Shares are expected to commence trading on the TSX under the updated symbols … “BN.PF.J”, respectively, on December 12, 2022.
…
Series 48 Shares and Series 49 Shares

If declared, the fixed quarterly dividends on the Series 48 Shares during the five years commencing January 1, 2023 will be paid at an annual rate of 6.229% ($0.3893125 per share per quarter).

Holders of Series 48 Shares have the right, at their option, exercisable not later than 5:00 p.m. (Toronto time) on December 16, 2022, to convert all or part of their Series 48 Shares, on a one-for-one basis, into Cumulative Class A Preference Shares, Series 49 (the “Series 49 Shares”), effective December 31, 2022. The quarterly floating rate dividends on the Series 49 Shares will be paid at an annual rate, calculated for each quarter, of 3.10% over the annual yield on three-month Government of Canada treasury bills. The actual quarterly dividend rate in respect of the January 1, 2023 to March 31, 2023 dividend period for the Series 49 Shares will be 1.78348% (7.233% on an annualized basis) and the dividend, if declared, for such dividend period will be $0.44587 per share, payable on March 31, 2022.

Holders of Series 48 Shares are not required to elect to convert all or any part of their Series 48 Shares into Series 49 Shares.

As provided in the share conditions of the Series 48 Shares, (i) if Brookfield determines that there would be fewer than 1,000,000 Series 48 Shares outstanding after December 31, 2022, all remaining Series 48 Shares will be automatically converted into Series 49 Shares on a one-for-one basis effective December 31, 2022; and (ii) if Brookfield determines that there would be fewer than 1,000,000 Series 49 Shares outstanding after December 31, 2022, no Series 48 Shares will be permitted to be converted into Series 49 Shares. There are currently 11,885,972 Series 48 Shares outstanding.

The Toronto Stock Exchange (“TSX”) has conditionally approved the listing of the Series 49 Shares effective upon conversion. Listing of the Series 49 Shares is subject to Brookfield fulfilling all the listing requirements of the TSX.

BAM.PF.J was issued as a FixedReset, 4.75%+310M475, that commenced trading 2017-9-13 after being announced 2017-09-06. It is tracked by HIMIPref™ and has been assigned to the FixedReset (Discount) subindex.

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

Brookfield has announced:

hat it has determined the fixed dividend rate on its Cumulative Class A Preference Shares, Series 30 (“Series 30 Shares”) (TSX: BAM.PR.Z) for the five years commencing January 1, 2023 and ending December 31, 2027, … As previously disclosed, the Series 30 Shares … are expected to commence trading on the TSX under the updated symbols “BN.PR.Z” … on December 12, 2022.
Series 30 Shares and Series 31 Shares

If declared, the fixed quarterly dividends on the Series 30 Shares during the five years commencing January 1, 2023 will be paid at an annual rate of 6.089% ($0.3805625 per share per quarter).

Holders of Series 30 Shares have the right, at their option, exercisable not later than 5:00 p.m. (Toronto time) on December 16, 2022, to convert all or part of their Series 30 Shares, on a one-for-one basis, into Cumulative Class A Preference Shares, Series 31 (the “Series 31 Shares”), effective December 31, 2022. The quarterly floating rate dividends on the Series 31 Shares will be paid at an annual rate, calculated for each quarter, of 2.96% over the annual yield on three-month Government of Canada treasury bills. The actual quarterly dividend rate in respect of the January 1, 2023 to March 31, 2023 dividend period for the Series 31 Shares will be 1.74896% (7.093% on an annualized basis) and the dividend, if declared, for such dividend period will be $0.43724 per share, payable on March 31, 2023.

Holders of Series 30 Shares are not required to elect to convert all or any part of their Series 30 Shares into Series 31 Shares.

As provided in the share conditions of the Series 30 Shares, (i) if Brookfield determines that there would be fewer than 1,000,000 Series 30 Shares outstanding after December 31, 2022, all remaining Series 30 Shares will be automatically converted into Series 31 Shares on a one-for-one basis effective December 31, 2022; and (ii) if Brookfield determines that there would be fewer than 1,000,000 Series 31 Shares outstanding after December 31, 2022, no Series 30 Shares will be permitted to be converted into Series 31 Shares. There are currently 9,787,090 Series 30 Shares outstanding.

The Toronto Stock Exchange (“TSX”) has conditionally approved the listing of the Series 31 Shares effective upon conversion. Listing of the Series 31 Shares is subject to Brookfield fulfilling all the listing requirements of the TSX.

BAM.PR.Z was issued as a FixedReset, 4.80%+296, that commenced trading 2011-11-2 after being announced 2011-10-24. BAM.PR.Z reset to 4.685% effective 2018-1-1; I recommended against conversion; and there was no conversion. It is tracked by HIMIPref™ and assigned to the FixedReset (Discount) subindex.

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

Brookfield Office Properties Inc., a subsidiary of Brookfield Property Partners L.P., has announced:

the reset dividend rate on its Class AAA Preference Shares, Series II (“Series II Shares”) (TSX: BPO.PR.I).

If declared, the fixed quarterly dividends on the Series II Shares for the five years commencing January 1, 2023 and ending December 31, 2027 will be paid at an annual rate of 6.359% ($0.397438 per share per quarter).

Holders of Series II Shares have the right, at their option, exercisable no later than 5:00 p.m. (Toronto time) on December 16, 2022, to convert all or part of their Series II Shares, on a one-for-one basis, into Class AAA Preference Shares, Series JJ (the “Series JJ Shares”), effective December 31, 2022.

The quarterly floating rate dividends on the Series JJ Shares have an annual rate, calculated for each quarter, of 3.23% over the annual yield on three-month Government of Canada treasury bills. The actual quarterly dividend rate for the January 1, 2023 to March 31, 2023 dividend period for the Series JJ Shares will be 1.81479% (7.36% on an annualized basis) and the dividend, if declared, for such dividend period will be $0.453698 per share, payable on March 31, 2023.

Holders of Series II Shares are not required to elect to convert all or any part of their Series II Shares into Series JJ Shares.

As provided in the share conditions of the Series II Shares, (i) if Brookfield determines that there would be fewer than 1,000,000 Series II Shares outstanding after December 31, 2022, all remaining Series II Shares will be automatically converted into Series JJ Shares on a one-for-one basis effective December 31, 2022; and (ii) if Brookfield determines that there would be fewer than 1,000,000 Series JJ Shares outstanding after December 31, 2022, no Series II Shares will be permitted to be converted into Series JJ Shares. There are currently 10,000,000 Series II Shares outstanding.

The Toronto Stock Exchange (“TSX”) has conditionally approved the listing of the Series JJ Shares effective upon conversion. Listing of the Series JJ Shares is subject to Brookfield fulfilling all the listing requirements of the TSX and, upon approval, the Series JJ Shares will be listed on the TSX under the trading symbol “ BPO.PR.J”.

BPO.PR.I was issued as a FixedReset, 4.85%+323M485, that commenced trading 2017-12-7 after being announced 2017-11-29. The issue has been tracked by HIMIPref™ but has been relegated to the Scraps subindex on credit concerns.

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

Intact Financial Corporation has announced:

that it does not intend to exercise its right to redeem all or any part of the currently outstanding Non-cumulative Rate Reset Class A Shares Series 1 of IFC (the “Series 1 Preferred Shares”) (TSX: IFC.PR.A) on December 31, 2022. As a result, subject to certain conditions set out in the prospectus dated July 5, 2011 relating to the issuance of the Series 1 Preferred Shares (the “Prospectus”), the holders of the Series 1 Preferred Shares will have the right, at their option, to elect to convert all or any of their Series 1 Preferred Shares into Non-cumulative Floating Rate Class A Shares Series 2 of IFC (the “Series 2 Preferred Shares”) on a one-for-one basis on December 31, 2022. Holders who do not exercise their right to convert their Series 1 Preferred Shares into Series 2 Preferred Shares on such date will retain their Series 1 Preferred Shares, unless automatically converted in accordance with the conditions below.

With respect to any Series 1 Preferred Shares that may remain outstanding after December 31, 2022, commencing as of such date, holders thereof will be entitled to receive fixed non-cumulative preferential cash dividends on a quarterly basis, as and when declared by the Board of Directors of IFC. The annual dividend rate for the Series 1 Preferred Shares for the five-year period from and including December 31, 2022 to but excluding December 31, 2027 will be 4.841%, as determined in accordance with the terms of the Series 1 Preferred Shares.

With respect to any Series 2 Preferred Shares that may be issued on December 31, 2022, holders thereof will be entitled to receive floating rate non-cumulative preferential cash dividends on a quarterly basis, as and when declared by the Board of Directors of IFC. The dividend rate for the Series 2 Preferred Shares for the 3-month floating rate period from and including December 31, 2022 to but excluding March 31, 2023 will be 1.44321% (5.853% on an annualized basis), as determined in accordance with the terms of the Series 2 Preferred Shares (the “Floating Quarterly Dividend Rate”). The Floating Quarterly Dividend Rate will be reset every quarter.

The foregoing conversion right for the Series 1 Preferred Shares is subject to the conditions that: (i) if IFC determines that there would be less than 1,000,000 Series 1 Preferred Shares outstanding on December 31, 2022, then all remaining Series 1 Preferred Shares will automatically be converted into an equal number of Series 2 Preferred Shares on December 31, 2022, and (ii) alternatively, if IFC determines that there would be less than 1,000,000 Series 2 Preferred Shares outstanding on December 31, 2022, then no Series 1 Preferred Shares will be converted into Series 2 Preferred Shares. In either case, IFC will give written notice to that effect to any registered holders of Series 1 Preferred Shares on or before December 23, 2022.

The Series 1 Preferred Shares are issued in “book entry only” form and must be purchased or transferred through a participant in the CDS depository service (“CDS Participant”). All rights of holders of Series 1 Preferred Shares must be exercised through CDS or the CDS Participant through which the Series 1 Preferred Shares are held. The deadline for the registered shareholder of any Series 1 Preferred Shares to provide notice of exercise of the right to convert is 5:00 p.m. (ET) on December 16, 2022. Any notices received after this deadline will not be valid. As such, beneficial holders of Series 1 Preferred Shares who wish to exercise their right to convert their shares during the conversion period, which will run from Thursday, December 1, 2022 until 5:00 p.m. (ET) on Friday, December 16, 2022, should contact their broker or other intermediary for more information and it is recommended that this be done well in advance of the deadline in order to provide the broker or other intermediary with time to complete the necessary steps.

Holders of the Series 1 Preferred Shares and the Series 2 Preferred Shares (if issued on December 31, 2022) will have the opportunity to convert their shares again on December 31, 2027, and every five years thereafter as long as the shares remain outstanding. Subject to certain conditions described in the Prospectus, IFC may redeem the Series 1 Preferred Shares, in whole or in part, on December 31, 2027 and on December 31 every five years thereafter and may redeem the Series 2 Preferred Shares (if issued), in whole or in part, on any date after December 31, 2022.

The Toronto Stock Exchange (“TSX”) has conditionally approved the listing of the Series 2 Preferred Shares effective on conversion. Listing of the Series 2 Preferred Shares is subject to IFC fulfilling all the listing requirements of the TSX.

For more information on the terms of, and risks associated with an investment in, the Series 1 Preferred Shares and the Series 2 Preferred Shares, please see IFC’s prospectus dated July 5, 2011 which is available on www.sedar.com.

IFC.PR.A was issued as a FixedReset, 4.20%+172, that commenced trading 2011-7-12 after being announced 2011-6-22. IFC.PR.A reset at 3.396% effective December 31, 2017, and I recommended against conversion. There was no conversion. The issue is tracked by HIMIPref™ and has been assigned to the FixedReset subindex.