Month: February 2025

Fairfax Financial Holdings Limited has announced:

its intention to redeem (i) all of its 5,440,132 outstanding Cumulative 5-Year Rate Reset Preferred Shares, Series E (the “Series E Shares”), (ii) all of its 2,099,046 outstanding Cumulative Floating Rate Preferred Shares, Series F (the “Series F Shares”), and (iii) all of its 9,200,000 outstanding Cumulative 5-Year Rate Reset Preferred Shares, Series M (the “Series M Shares” and, collectively with the Series E Shares and the Series F Shares, the “Preferred Shares”) on March 31, 2025 (the “Redemption Date”) at a redemption price equal to C$25.00 per share, for an aggregate total amount of approximately C$420.5 million, together with all accrued and unpaid dividends up to but excluding the Redemption Date (the “Redemption Price”), less any tax required to be deducted and withheld by Fairfax.

Formal notice will be delivered to the sole registered holder of the Preferred Shares in accordance with the terms of the Preferred Shares of the applicable series as set out in Fairfax’s articles.

Separately from the Redemption Price, (i) the final quarterly dividend of C$0.198938 per Series E Share will be paid in the usual manner to holders of Series E Shares on March 31, 2025, (ii) the final quarterly dividend of C$0.34773 per Series F Share will be paid in the usual manner to holders of Series F Shares on March 28, 2025, and (iii) the final quarterly dividend of C$0.312688 per Series M Share will be paid in the usual manner to holders of Series M Shares on March 31, 2025, in each case to shareholders of record on March 14, 2025.

Non-registered holders of Preferred Shares should contact their broker or other intermediary for information regarding the redemption process for the series of Preferred Shares in which they hold a beneficial interest. Fairfax’s transfer agent for the Preferred Shares is Computershare Trust Company of Canada (“Computershare”). Questions regarding the redemption process may be directed to Computershare at 1-800-564-6253 or by email to corporateactions@computershare.com.

Following the redemption on March 31, 2025, the Series E Shares, the Series F Shares and the Series M Shares will be delisted from and no longer trade on the Toronto Stock Exchange (“TSX”).

Fairfax is a holding company which, through its subsidiaries, is primarily engaged in property and casualty insurance and reinsurance and the associated investment management.

FFH.PR.E commenced trading 2010-2-1 as a FixedReset, 4.75%+216, after being announced 2010-1-21. It reset in 2015 to 2.91% and I recommended against conversion; there was a 31% conversion to the FloatingReset, FFH.PR.F, anyway. The issue reset to 3.183% in 2020.

FFH.PR.F commenced trading in 2015 as a result of the 31% conversion from FFH.PR.E noted above.

FFH.PR.M is a FixedReset, 4.75%+398, that commenced trading 2015-3-3 after being announced 2015-2-20. It reset to 5.003% in 2020.

These issues have been tracked by HIMIPref™ but were originally relegated to the Scraps-FixedReset (Discount) subindex on credit concerns. DBRS upgraded the credit rating to Pfd-2(low) in 2023 and the issues were moved to the regular indices.

Quadravest has announced:

Financial 15 Split Corp. (the “Company”) is pleased to announce it will extend the termination date of the Company a further five year period from December 1, 2025 to December 1, 2030.

The term extension allows holders of FTN Class A Shares (“Class A Shares”) to continue to receive ongoing leveraged exposure to a portfolio consisting of high-quality financial services companies made up of Canadian and U.S. issuers, as well as receiving targeted monthly distributions. Since inception of the Company, Class A shareholders have received monthly distributions totaling $26.69 per share.

Holders of the FTN.PR.A Preferred Shares (“Preferred Shares”) are expected to continue to benefit from cumulative preferential monthly distributions. The Preferred shareholders have received a total of $12.19 per share since inception.

The extension of the term of the Company is not expected to be a taxable event and should enable shareholders to defer potential capital gains tax liability that would have otherwise been realized on the redemption of the Class A Shares or Preferred Shares at the end of the term, until such time as such shares are disposed of by shareholders.

In connection with the extension, the Company will have the right to amend the minimum rate of cumulative preferential monthly dividends to be paid to the Preferred Shares for the five year renewal period, commencing December 1, 2025. Any change to the Preferred Share minimum dividend rate for the extended term will be based on market yields for preferred shares with similar terms at such time and will be announced no later than September 30, 2025. The Company has the right to establish the rate of cumulative preferential monthly dividends to be paid to the Preferred Shares on an annual basis, subject to the five year minimum rate.

The Company invests in a high quality portfolio consisting of 15 financial services companies made up of Canadian and U.S. issuers as follows: Bank of Montreal, The Bank of Nova Scotia, Canadian Imperial Bank of Commerce, Royal Bank of Canada, Toronto-Dominion Bank, National Bank of Canada, Manulife Financial Corporation, Sun Life Financial, Great-West Lifeco, CI Financial Corp, Bank of America, Citigroup Inc., Goldman Sachs Group, JP Morgan Chase & Co. and Wells Fargo & Co.

Cenovus Energy Inc. has announced:

it will exercise its right to redeem the Company’s 4.591% Series 5 Preferred Shares (the “Series 5 Preferred Shares”) on March 31, 2025 (the “Redemption”). All 8 million Series 5 Preferred Shares outstanding will be redeemed at the price of $25.00 per share, for an aggregate amount payable to holders of $200 million, less required withholdings, if any, funded primarily from cash on hand.

As previously announced, the Company’s Board of Directors has declared a quarterly dividend of $0.28694 per Series 5 Preferred Share payable on March 31, 2025, to shareholders of record as of March 14, 2025. This will be the final dividend paid on the Series 5 Preferred Shares.

Inquiries from registered holders of Series 5 Preferred Shares should be directed to Cenovus’s Registrar and Transfer Agent, Computershare Investor Services Inc. at 1-866-332-8898 or (514) 982-8717 outside North America. Beneficial holders, who are not directly registered holders of Series 5 Preferred Shares, should contact the financial institution, broker, or other intermediary through which they hold these shares to confirm how they will receive their redemption proceeds.

CVE.PR.E was issued as HSE.PR.E, a FixedReset, 4.50%+357, that commenced trading 2015-3-12 after being announced 2015-3-4. It reset at 4.591% effective 2020-3-31. I made a preliminary recommendation not to convert. The ticker changed to CVE.PR.E in early 2021.

The issue is tracked by HIMIPref™ and has been assigned to the FixedReset (Discount) subindex. DBRS upgraded the issue to Pfd-3(high) in late 2022 (which I later thought I had not reported.

National Bank of Canada and Canadian Western Bank have announced:

the completion of the previously announced reorganization of CWB’s tier 1 capital.

In particular, on the date hereof, all of the issued and outstanding First Preferred Shares Series 5 (Non-Viability Contingent Capital (NVCC)) and Series 9 (Non-Viability Contingent Capital (NVCC)) of CWB (collectively, the “CWB First Preferred Shares”) have been exchanged, on a one for one basis, for new First Preferred Shares of National Bank Series 47 (Non-Viability Contingent Capital (NVCC)) and Series 49 (Non-Viability Contingent Capital (NVCC)) (collectively, the “National Bank First Preferred Shares”), respectively, in each case having substantially the same rights, privileges, restrictions and conditions as the corresponding CWB First Preferred Shares. The Limited Recourse Capital Notes Series 1 and Series 2 (NVCC) of CWB have been redeemed in accordance with their terms.

It is expected that the National Bank First Preferred Shares will commence trading on the Toronto Stock Exchange (“TSX”) under the ticker symbols NA.PR.I. and NA.PR.K., respectively, as of opening of markets on February 20, 2025. The CWB First Preferred Shares will be delisted from the TSX.

As previously announced, following such exchanges and redemptions and certain other corporate actions, National Bank and CWB will, on March 1, 2025, amalgamate and continue as one bank under the name National Bank of Canada, with the resulting entity assuming the obligations of its predecessors, including the obligations of CWB under its outstanding NVCC Subordinated Debentures.

Manulife Financial Corporation announced (on 2025-1-29, but not on their website as of 2025-6-25 as far as I can see):

that it does not intend to exercise its right to redeem all or any of its currently outstanding 10,000,000 Non-cumulative Rate Reset Class 1 Shares Series 19 (the “Series 19 Preferred Shares”) (TSX: MFC.PR.N) on March 19, 2025. As a result, subject to certain conditions described in the prospectus supplement dated November 26, 2014 relating to the issuance of the Series 19 Preferred Shares (the “Prospectus”), the holders of the Series 19 Preferred Shares have the right, at their option, to convert all or part of their Series 19 Preferred Shares on a one-for-one basis into Non-cumulative Floating Rate Class 1 Shares Series 20 of Manulife (the “Series 20 Preferred Shares”) on March 19, 2025. A formal notice of the right to convert Series 19 Preferred Shares into Series 20 Preferred Shares will be sent to the registered holders of the Series 19 Preferred Shares in accordance with the share conditions of the Series 19 Preferred Shares. Holders of Series 19 Preferred Shares are not required to elect to convert all or any part of their Series 19 Preferred Shares into Series 20 Preferred Shares. Holders who do not exercise their right to convert their Series 19 Preferred Shares into Series 20 Preferred Shares on such date will retain their Series 19 Preferred Shares, unless automatically converted in accordance with the conditions below.

The foregoing conversion right is subject to the conditions that: (i) if, after March 4, 2025, Manulife determines that there would be less than 1,000,000 Series 19 Preferred Shares outstanding on March 19, 2025, then all remaining Series 19 Preferred Shares will automatically be converted into an equal number of Series 20 Preferred Shares on March 19, 2025, and (ii) alternatively, if, after March 4, 2025, Manulife determines that there would be less than 1,000,000 Series 20 Preferred Shares outstanding on March 19, 2025, then no Series 19 Preferred Shares will be converted into Series 20 Preferred Shares. In either case, Manulife will give written notice to that effect to any registered holders of Series 19 Preferred Shares affected by the preceding minimums on or before March 12, 2025.

The dividend rate applicable to the Series 19 Preferred Shares for the 5-year period commencing on March 20, 2025, and ending on March 19, 2030, and the dividend rate applicable to the Series 20 Preferred Shares for the 3-month period commencing on March 20, 2025, and ending on June 19, 2025, will be determined and announced by way of a news release on February 18, 2025. Manulife will also give written notice of these dividend rates to the registered holders of Series 19 Preferred Shares.

Beneficial owners of Series 19 Preferred Shares who wish to exercise their right of conversion should instruct their broker or other nominee to exercise such right before 5:00 p.m. (Toronto time) on March 4, 2025. Conversion inquiries should be directed to Manulife’s Registrar and Transfer Agent, TSX Trust Company, at 1‑800-783-9495.

Subject to certain conditions described in the Prospectus, Manulife may redeem the Series 19 Preferred Shares, in whole or in part, on March 19, 2030 and on March 19 every five years thereafter and may redeem the Series 20 Preferred Shares, in whole or in part, after March 19, 2025.

The Toronto Stock Exchange (“TSX”) has conditionally approved the listing of the Series 20 Preferred Shares effective upon conversion. Listing of the Series 20 Preferred Shares is subject to Manulife fulfilling all the listing requirements of the TSX and, upon approval, the Series 20 Preferred Shares will be listed on the TSX under the trading symbol “MFC.PR.S”.

On 2025-2-18, they announced (again, not on their website as of 2025-6-25):

the applicable dividend rates for its Non-cumulative Rate Reset Class 1 Shares Series 19 (the “Series 19 Preferred Shares”) (TSX: MFC.PR.N) and Non-cumulative Floating Rate Class 1 Shares Series 20 (the “Series 20 Preferred Shares”).

With respect to any Series 19 Preferred Shares that remain outstanding after March 19, 2025, holders thereof will be entitled to receive fixed rate non-cumulative preferential cash dividends on a quarterly basis, as and when declared by the Board of Directors of Manulife and subject to the provisions of the Insurance Companies Act (Canada). The dividend rate for the five-year period commencing on March 20, 2025, and ending on March 19, 2030, will be 5.16900% per annum or $0.323063 per share per quarter, being equal to the sum of the five-year Government of Canada bond yield as at February 18, 2025, plus 2.30%, as determined in accordance with the terms of the Series 19 Preferred Shares.

With respect to any Series 20 Preferred Shares that may be issued in connection with the conversion of the Series 19 Preferred Shares into the Series 20 Preferred Shares, holders thereof will be entitled to receive floating rate non-cumulative preferential cash dividends on a quarterly basis, calculated on the basis of the actual number of days elapsed in each quarterly floating rate period divided by 365, as and when declared by the Board of Directors of Manulife and subject to the provisions of the Insurance Companies Act (Canada). The dividend rate for the three-month period commencing on March 20, 2025, and ending on June 19, 2025, will be 1.29430% (5.13500% on an annualized basis) or $0.323575 per share, being equal to the sum of the three-month Government of Canada Treasury bill yield as at February 18, 2025, plus 2.30%, as determined in accordance with the terms of the Series 20 Preferred Shares.

Beneficial owners of Series 19 Preferred Shares who wish to exercise their right of conversion should instruct their broker or other nominee to exercise such right before 5:00 p.m. (Toronto time) on March 4, 2025. Conversion inquiries should be directed to Manulife’s Registrar and Transfer Agent, TSX Trust Company, at 1‑800‑783‑9495.

The Toronto Stock Exchange (“TSX”) has conditionally approved the listing of the Series 20 Preferred Shares effective upon conversion. Listing of the Series 20 Preferred Shares is subject to Manulife fulfilling all the listing requirements of the TSX and, upon approval, the Series 20 Preferred Shares will be listed on the TSX under the trading symbol “MFC.PR.S”.

MFC.PR.N was issued as a FixedReset, 3.80%+230, that commenced trading 2014-12-3 after being announced 2014-11-26. The company provided notice of extension 2020-2-3. The issue reset at 3.675% effective 2020-3-20 and there was no conversion. It is tracked by HIMIPref™ and is assigned to the FixedReset – Insurance non-NVCC subindex.

Update as of 2025-3-5: They announced (not on website!):

that after having taken into account all election notices received by the March 4, 2025 deadline for conversion of its currently outstanding 10,000,000 Non-cumulative Rate Reset Class 1 Shares Series 19 (the “Series 19 Preferred Shares”) (TSX: MFC.PR.N) into Non-cumulative Floating Rate Class 1 Shares Series 20 of Manulife (the “Series 20 Preferred Shares”), the holders of Series 19 Preferred Shares are not entitled to convert their Series 19 Preferred Shares into Series 20 Preferred Shares. There were 3,700 Series 19 Preferred Shares elected for conversion, which is less than the minimum one million shares required to give effect to conversions into Series 20 Preferred Shares.

As announced by Manulife on February 18, 2025, after March 19, 2025, holders of Series 19 Preferred Shares will be entitled to receive fixed rate non-cumulative preferential cash dividends on a quarterly basis, as and when declared by the Board of Directors of Manulife and subject to the provisions of the Insurance Companies Act (Canada). The dividend rate for the five-year period commencing on March 20, 2025, and ending on March 19, 2030, will be 5.16900% per annum or $0.323063 per share per quarter, being equal to the sum of the five-year Government of Canada bond yield as at February 18, 2025, plus 2.30%, as determined in accordance with the terms of the Series 19 Preferred Shares.

Subject to certain conditions described in the prospectus supplement dated November 26, 2014 relating to the issuance of the Series 19 Preferred Shares, Manulife may redeem the Series 19 Preferred Shares, in whole or in part, on March 19, 2030 and on March 19 every five years thereafter.