Month: May 2025

Pembina Pipeline Corporation has announced:

its intention to redeem its issued and outstanding Cumulative Redeemable Floating Rate Reset Class A Preferred Shares, Series 19 (“Series 19 Shares”) (TSX: PPL.PR.S) on June 30, 2025 (the “Redemption Date”).

Pembina intends to redeem all of its 8,000,000 issued and outstanding Series 19 Shares, in accordance with the terms of the Series 19 Shares, as set out in the Company’s articles of amalgamation dated October 2, 2017 on the Redemption Date for a redemption price equal to $25.00 per Series 19 Share (the “Redemption Price”), less any tax required to be deducted or withheld by the Company. The total redemption price to Pembina will be $200 million.

As previously announced, the dividend payable on June 30, 2025, to holders of the Series 19 Shares of record on June 16, 2025, will be $0.292750 per Series 19 Share. This will be the final quarterly dividend on the Series 19 Shares. Upon payment of the June 30, 2025, dividend, there will be no accrued and unpaid dividends on the Series 19 Shares as at the Redemption Date.

The Company has provided notice today of the Redemption Price and the Redemption Date to the sole registered holder of the Series 19 Shares in accordance with the terms of the Series 19 Shares, as set out in the Company’s articles of amalgamation dated October 2, 2017. For non-registered holders of Series 19 Shares, no further action is required however, they should contact their broker or other intermediary with any questions regarding the redemption process for the Series 19 Shares in which they hold a beneficial interest. The Company’s transfer agent for the Series 19 Shares is Computershare Investor Services Inc. Questions regarding the redemption process may also be directed to Computershare at 1-800-564-6253 or by email to corporateactions@computershare.com.

They later announced:

that it has agreed to issue $200 million aggregate principal amount of 5.95% Fixed-to-Fixed Rate Subordinated Notes, Series 2 (the “Series 2 Notes”) due June 6, 2055 (the “Offering”).

The Offering is expected to close on or about June 6, 2025, subject to customary closing conditions. Pembina intends to use the net proceeds of the Offering to fund the redemption of its outstanding Cumulative Redeemable Rate Reset Class A Preferred Shares, Series 19 (TSX: PPL.PR.S) (the “Series 19 Class A Preferred Shares”) and for general corporate purposes. Pending any such use of the net proceeds of the Offering, Pembina may either invest the net proceeds from the issuance of the Series 2 Notes in bank deposits and/or other money market instruments or temporarily reduce short-term indebtedness.

The Series 2 Notes are being offered through a syndicate of underwriters, co-led by CIBC Capital Markets, BMO Capital Markets and Scotiabank, under Pembina’s short form base shelf prospectus dated December 13, 2023, as supplemented by a prospectus supplement to be dated on or about June 2, 2025.

Following closing of the Offering, Pembina intends to commence a consent solicitation from holders of its $600 million aggregate principal amount of 4.80% Fixed-to-Fixed Rate Subordinated Notes, Series 1 due January 25, 2081 (the “Series 1 Notes”) to amend the indenture governing the Series 1 Notes to, among other things, provide for an exchange right to allow the holders of the Series 1 Notes to exchange all outstanding principal amount of their Series 1 Notes for an equal principal amount of a new series of notes (the “Series 3 Notes”) having substantially the same economic terms, including interest rate, interest payment dates, interest reset dates, maturity date and redemption provisions as the Series 1 Notes, but excluding provisions of the Series 1 Notes regarding delivery of preferred shares upon the occurrence of certain bankruptcy and related events, together with an entitlement under the Series 3 Notes for payment of an amount equal to the interest accrued on the Series 1 Notes that are exchanged. The removal of the provisions for delivery of preferred shares upon the occurrence of certain bankruptcy and related events from the Series 3 Notes would ensure that the Series 3 Notes rank equally in right of payment with the Series 2 Notes upon the occurrence of such events. The terms of the consent solicitation and proposed amendments to the indenture governing the Series 1 Notes will be described in a consent solicitation statement to be delivered to the registered holders of Series 1 Notes. Pembina reserves the right not to commence the consent solicitation, or terminate, withdraw, extend or modify the terms of the consent solicitation, in its sole discretion.

and later still announced:

it has closed its previously announced offering of $200 million aggregate principal amount of 5.95% Fixed-to-Fixed Rate Subordinated Notes, Series 2 (the “Series 2 Notes”) due June 6, 2055 (the “Offering”).

Pembina intends to use the net proceeds of the Offering to fund the previously announced redemption of its outstanding Cumulative Redeemable Rate Reset Class A Preferred Shares, Series 19 (TSX: PPL.PR.S) (the “Series 19 Class A Preferred Shares”) and for general corporate purposes.

The Series 2 Notes were offered through a syndicate of underwriters, co-led by CIBC Capital Markets, BMO Capital Markets and Scotiabank, under Pembina’s short form base shelf prospectus dated December 13, 2023, as supplemented by a prospectus supplement dated June 2, 2025.

As previously announced, Pembina intends to commence a consent solicitation from holders of its $600 million aggregate principal amount of 4.80% Fixed-to-Fixed Rate Subordinated Notes, Series 1 due January 25, 2081 (the “Series 1 Notes”) to amend the indenture governing the Series 1 Notes to, among other things, provide for an exchange right to allow the holders of the Series 1 Notes to exchange all outstanding principal amount of their Series 1 Notes for an equal principal amount of a new series of notes (the “Series 3 Notes”) having substantially the same economic terms, including interest rate, interest payment dates, interest reset dates, maturity date and redemption provisions as the Series 1 Notes, but excluding provisions of the Series 1 Notes regarding the delivery of preferred shares upon the occurrence of certain bankruptcy and related events, together with an entitlement under the Series 3 Notes for payment of an amount equal to the interest accrued on the Series 1 Notes that are exchanged. The removal of the provisions for delivery of preferred shares upon the occurrence of certain bankruptcy and related events from the Series 3 Notes would ensure that the Series 3 Notes rank equally in right of payment with the Series 2 Notes upon the occurrence of such events. The terms of the consent solicitation and proposed amendments to the indenture governing the Series 1 Notes will be described in a consent solicitation statement to be delivered to the registered holders of Series 1 Notes. Pembina reserves the right not to commence the consent solicitation, or to terminate, withdraw, extend or modify the terms of the consent solicitation, in its sole discretion.

PPL.PR.S is a FixedReset, 5.00%+427, that commenced trading 2015-4-1 as VSN.PR.E after being announced 2015-03-23. The ticker change became effective 2017-10-5 after the closing of a merger between the companies. The issue reset to 4.684% effective 2020-6-30. There was no conversion. The issue is tracked by HIMIPref™ but relegated to the Scraps index on credit concerns.

Sun Life Financial Inc. has announced:

the applicable dividend rates for its Class A Non-Cumulative Rate Reset Preferred Shares Series 8R (the “Series 8R Shares”) and Class A Non-Cumulative Floating Rate Preferred Shares Series 9QR (the “Series 9QR Shares”).

With respect to any Series 8R Shares that remain outstanding after June 30, 2025, commencing as of such date, holders thereof will be entitled to receive non-cumulative preferential cash dividends on a quarterly basis, as and when declared by the Board of Directors of Sun Life and subject to the Insurance Companies Act (Canada). The dividend rate for the five-year period commencing on June 30, 2025 to but excluding June 30, 2030 will be 4.230% per annum or $0.264375 per share per quarter, being equal to the sum of the Government of Canada Yield, as defined in the terms of the Series 8R Shares, on Friday, May 30, 2025 plus 1.41%, as determined in accordance with the terms of the Series 8R Shares.

With respect to any Series 9QR Shares that remain outstanding after June 30, 2025, 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 Sun Life and subject to the Insurance Companies Act (Canada), based on a dividend rate equal to the sum of the T-Bill Rate, as defined in the terms of the Series 9QR Shares, plus 1.41% (calculated on the basis of the actual number of days elapsed in such Quarterly Floating Rate Period divided by 365 days), subject to certain adjustments in accordance with the terms of the Series 9QR Shares. The dividend rate for the period commencing on June 30, 2025 to but excluding September 30, 2025 will be equal to 4.054% per annum or $0.255458 per share per share, as determined in accordance with the terms of the Series 9QR Shares.

Beneficial owners of Series 8R Shares and Series 9QR Shares who wish to exercise their right of conversion should communicate as soon as possible with their broker or other nominee and ensure that they follow their instructions in order to meet the deadline to exercise such right, which is 5:00 p.m. (ET) on Monday, June 16, 2025.

They later announced:

that 1,400 of its 6,217,331 Class A Non-cumulative Rate Reset Preferred Shares Series 8R (the “Series 8R Shares”) have been elected for conversion on June 30, 2025, on a one-for-one basis, into Class A Non-cumulative Floating Rate Preferred Shares Series 9QR (the “Series 9QR Shares”), and 2,664,916 of its 4,982,669 Series 9QR Shares have been elected for conversion on June 30, 2025 on a one-for-one basis into Series 8R Shares. Consequently, on June 30, 2025, Sun Life will have 8,880,847 Series 8R Shares and 2,319,153 Series 9QR Shares issued and outstanding. The Series 8R Shares and Series 9QR Shares will be listed on the Toronto Stock Exchange under the symbols SLF.PR.G and SLF.PR.J, respectively.

Subject to regulatory approval, Sun Life may redeem all or any part of the outstanding Series 8R Shares, at Sun Life’s option, by the payment of an amount in cash for each share so redeemed of $25.00, together with all declared and unpaid dividends to the date fixed for redemption, on June 30, 2030 and on June 30 every five years thereafter. Subject to regulatory approval, Sun Life may redeem all or any part of the then outstanding Series 9QR Shares, at Sun Life’s option, by the payment of an amount in cash for each share so redeemed of (i) $25.00, together with all declared and unpaid dividends to the date fixed for redemption in the case of redemptions on June 30, 2030 and on June 30 every five years thereafter, or (ii) $25.50, together with all declared and unpaid dividends to the date fixed for redemption in the case of redemptions on any other date.

So that’s a 24% net conversion into the FixedReset, SLF.PR.G, leaving the the SLF.PR.G/SLF.PR.J split at 79%/21%.

SLF.PR.G was issued as a FixedReset, 4.35%+141, announced 2010-5-13 and commenced trading 2010-5-25. It reset to 2.275% effective 2015-6-30, which triggered a 50% conversion to the FloatingReset SLF.PR.J. I recommended against conversion. SLF.PR.G reset to 1.825% effective 2020-6-30 and there was a 9% net conversion to SLF.PR.G. The issue is tracked by HIMIPref™ and is assigned to the FixedReset (Discount) subindex.

SLF.PR.J is a FloatingReset, Bills+141, that arose from a 50% conversion from the FixedReset SLF.PR.G. It commenced trading 2015-6-30.

Brookfield Infrastructure Partners L.P. has announced:

that it intends to redeem all of its outstanding Cumulative Class A Preferred Limited Partnership Units, Series 1 (the “Series 1 Preferred Units”) (TSX: BIP.PR.A) for cash on June 30, 2025. The redemption price for each Series 1 Preferred Unit will be C$25.00. Holders of Series 1 Preferred Units of record as of May 30, 2025 will receive the previously declared final quarterly distribution of C$0.248375 per Series 1 Preferred Unit.

BIP.PR.A is a FixedReset, 4.50%+356, that commenced trading 2015-3-12 after being announced 2015-3-4. The issue reset to 3.974% effective 2020-7-1 and there was no conversion. It is tracked by HIMIPref™ and is assigned to the FixedResets (Discount) subindex.

Note that the tax treatment of distributions on BIP.PR.A are complex and change annually.