PrefBlog

Element Fleet Management Corp. has announced (in their Earnings Release of 2023-11-6; emphasis added):

To further optimize the Company’s balance sheet and mature its capital structure, the Company announced today its intention to redeem – in accordance with the terms of the 6.93% Cumulative 5-Year Rate Reset Preferred Shares Series A (the “Series A Shares”) as set out in the Company’s articles – all of its 4,600,000 issued and outstanding Series A Shares on December 31, 2023 (the “Redemption Date”) for a redemption price equal to $25.00 per Series A Share, for an aggregate total amount of approximately $115 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 the Company.

The Company has provided notice today of the Redemption Price and the Redemption Date to the sole registered holder of the Series A Shares in accordance with the terms of the Series A Shares as set out in the Company’s articles. Non-registered holders of Series A Shares should contact their broker or other intermediary for information regarding the redemption process for the Series A Shares in which they hold a beneficial interest. The Company’s transfer agent for the Series A Shares is Computershare Investor Services Inc. Questions regarding the redemption process may be directed to Computershare Investor Services Inc. at 1-800-564-6253 or by email to corporateactions@computershare.com.

The Company also currently anticipates using a portion of its free cash flow to redeem all its outstanding 6.21% Cumulative 5-Year Rate Reset Preferred Shares Series C (due June 2024) and 5.903% Cumulative 5-Year Rate Reset Preferred Shares Series E (due September 2024) for approximate aggregate total amounts of $128 million and $133 million, respectively. Redeeming all the Company’s high-cost legacy preferred shares will eliminate approximately $5.9 million in cash dividends per quarter, once all redemptions are complete.

The Company also has approximately $168 million in 4.25% convertible debentures as of September 30, 2023, that are convertible into an aggregate of approximately 14.6 million common shares in June 2024.

Affected issues are EFN.PR.A, EFN.PR.C and EFN.PR.E.

EFN.PR.A was issued as a FixedReset, 6.60%+471, that was announced 2013-12-9; HIMIPref™ commenced tracking the issue in September 2015 after it received a DBRS rating. The notice of extension dated 2018-11-20 was reported on PrefBlog; EFN.PR.A reset at 6.933% effective 2018-12-31; I recommended against conversion; and there was no conversion. The issue is relegated to the Scraps – FixedReset Discount subindex on credit concerns.

Capital Power Corporation has announced:

that it has notified registered shareholders of its Cumulative Rate Reset Preference Shares, Series 3 (Series 3 Shares) (TSX: CPX.PR.C) of the Conversion Privilege and Dividend Rate Notice.

Subject to certain conditions, beginning on December 1, 2023 and ending at 5:00 p.m. (Toronto time) on December 18, 2023, each registered holder of Series 3 Shares will have the right to elect to convert any or all of their Series 3 Shares into an equal number of Cumulative Floating Rate Preference Shares, Series 4 (Series 4 Shares) by delivering an Election Notice to the Corporation.

If Capital Power does not receive an Election Notice from a holder of Series 3 Shares during the time fixed therefor, then the Series 3 Shares shall be deemed not to have been converted (except in the case of an Automatic Conversion, see below). Holders of the Series 3 Shares and the Series 4 Shares will have the opportunity to convert their shares again on December 31, 2028, and every five years thereafter as long as the shares remain outstanding.

On December 1, 2023, the Annual Fixed Dividend Rate for the Series 3 Shares was set for the next five-year period (from and including December 31, 2023, to but excluding December 31, 2028) at 6.86000% and the Floating Quarterly Dividend Rate for the Series 4 Shares was set for the first Quarterly Floating Rate Period (being the period from and including December 31, 2023, to but excluding March 31, 2024) at 2.06233%. The Floating Quarterly Dividend Rate will be reset every quarter.

The Series 3 Shares are issued in “book entry only” form and, as such, the sole registered holder of the Series 3 Shares is CDS Clearing and Depository Services Inc. (CDS). All rights of beneficial holders of Series 3 Shares must be exercised through CDS or the CDS participant through which the Series 3 Shares are held. The deadline for the registered shareholder to provide notice of exercise of the right to convert Series 3 Shares into Series 4 Shares is 3:00 p.m. (MT) / 5:00 p.m. (ET) on December 18, 2023. Any Election Notices received after this deadline will not be valid. As such, beneficial holders of Series 3 Shares who wish to exercise their rights to convert their shares 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.

After December 18, 2023, (i) if Capital Power determines that there would remain outstanding on December 31, 2023, less than 1,000,000 Series 3 Shares, all remaining Series 3 Shares will be automatically converted into Series 4 Shares on a one-for-one basis effective December 31, 2023 (an Automatic Conversion); or (ii) if Capital Power determines that there would remain outstanding after December 31, 2023, less than 1,000,000 Series 4 Shares, no Series 3 Shares will be permitted to be converted into Series 4 Shares effective December 31, 2023. There are currently 6,000,000 Series 3 Shares outstanding.

The Toronto Stock Exchange (TSX) has conditionally approved the listing of the Series 4 Shares effective upon conversion. Listing of the Series 4 Shares is subject to the Capital Power fulfilling all the listing requirements of the TSX and upon approval, the Series 4 Shares will be listed on the TSX under the trading symbol CPX.PR.D.

For more information on the terms of, rates and risks associated with an investment in, the Series 3 Shares and the Series 4 Shares, please see Capital Power’s prospectus supplement dated December 10, 2012 which is available on sedarplus.ca or on Capital Power’s website at capitalpower.com.

CPX.PR.C is a FixedReset, 4.60%+323, that commenced trading 2012-12-18 after being announced 2012-12-6. The issue reset at 5.453% effective 2018-12-31. I recommended against conversion; there was no conversion. CPX.PR.C is tracked by HIMIPref™ but relegated to the Scraps – FixedReset Discount index on credit concerns.

Thanks to IrateAssiduousReader 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 T (“Series T Shares”) (TSX: BPO.PR.T).

If declared, the fixed quarterly dividends on the Series T Shares for the five years commencing January 1, 2024 and ending December 31, 2028 will be paid at an annual rate of 6.79% ($0.424375 per share per quarter).

Holders of Series T Shares have the right, at their option, exercisable not later than 5:00 p.m. (Toronto time) on December 18, 2023, to convert all or part of their Series T Shares, on a one-for-one basis, into Class AAA Preference Shares, Series U (the “Series U Shares”), effective December 31, 2023.

The quarterly floating rate dividends on the Series U Shares have an annual rate, calculated for each quarter, of 3.16% over the annual yield on three-month Government of Canada treasury bills. The actual quarterly dividend rate for the January 1, 2024 to March 31, 2024 dividend period for the Series U Shares will be 2.04438% (8.2% on an annualized basis) and the dividend, if declared, for such dividend period will be $0.511095 per share, payable on March 31, 2024.

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

As provided in the share conditions of the Series T Shares, (i) if Brookfield determines that there would be fewer than 1,000,000 Series T Shares outstanding after December 31, 2023, all remaining Series T Shares will be automatically converted into Series U Shares on a one-for-one basis effective December 31, 2023; and (ii) if Brookfield determines that there would be fewer than 1,000,000 Series U Shares outstanding after December 31, 2023, no Series T Shares will be permitted to be converted into Series U Shares. There are currently 10,000,000 Series T Shares outstanding.

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

BPO.PR.T is a FixedReset, 4.60%+316, that commenced trading 2012-9-13 after being announced 2012-9-5. BPO.PR.T reset at 5.383% effective January 1, 2019; I recommended against conversion; and there was no conversion. The issue is tracked by HIMIPref™, but relegated to the Scraps – FixedReset Discount index on credit concerns.

Thanks to Assiduous Reader Fuzzybear for bringing this to my attention.

Update, 2023-12-5: It has been observed that there is a discrepancy between the underlying GOC-5 rates for the resets of BPO.pr.T, CPX.PR.C and BIP.PR.F. I think that this is due to an error or choice in investors’ favour by BPO.

DBRS has announced that it:

upgraded Fairfax Financial Holdings Limited’s (Fairfax or the Company) Issuer Rating to A (low) from BBB (high). DBRS Morningstar also upgraded the Issuer Rating and the Financial Strength Ratings (FSR) of Fairfax’s subsidiaries Northbridge General Insurance Corporation (Northbridge) and Federated Insurance Company of Canada to A (high). The trends on all ratings were changed to Stable from Positive.

KEY CREDIT RATING CONSIDERATIONS
The credit rating upgrades reflect Fairfax’s consistent and improving underwriting profitability particularly at Brit, the Company’s UK subsidiary where Fairfax has curtailed risk and improved results. Moreover, better overall results have also improved earnings metrics and modestly reduced leverage. Demonstrating improved execution through both acquisitions and organic growth, the reported gross premiums written for YE2022 have more than doubled over the past five years to $27.6 billion (from $12.2 billion in 2017).

The credit ratings and Stable trends reflect Fairfax’s resilient, diversified, and growing franchise, including an expanding market position as a major international Property and Casualty (P&C) insurance and reinsurance group. Higher interest rates have increased risk-adjusted investment income substantially. The Company maintains ample liquid assets at both the holding and operating companies, as well as access to committed lines of credit. Its subsidiaries maintain appropriate regulatory capital ratios with buffers above required solvency levels, allowing Fairfax to handle adverse events.

The credit ratings and Stable trends also consider Fairfax’s earnings volatility that could be caused by exposure to natural catastrophe losses and the impact of financial market fluctuations on unrealized investment gains and losses. Moreover, Fairfax is a large provider of cyber insurance cover in the U.S., ranked number 2 by the NAIC in 2022, which presents some concentration risk.

CREDIT RATING DRIVERS
Over the longer term, less volatile earnings and an improvement in the Company’s risk profile would result in a credit ratings upgrade.

Conversely, the credit ratings would be downgraded if there was a sustained material deterioration in the Company’s risk profile, and overall profitability or capitalization.

CREDIT RATING RATIONALE
Fairfax has developed an extensive and diverse portfolio of global insurance and reinsurance subsidiaries over time, which the Company continues to expand through organic growth and prudent strategic acquisitions. Management of the Company’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 more than half of the gross premiums written. Gross premiums written from insurance operations in 2022 comprised three broad categories: casualty (56.9%), property (35.2%), and specialty (7.9%).

Fairfax’s risk profile is supported by the Company’s strong underwriting and risk-limit controls, effective claims management, and reinsurance coverage for aggregate claim events or large losses. Moreover, Fairfax has strong internal controls and has been able to operate successfully in multiple jurisdictions. Fairfax’s investment portfolio has good credit quality. The Company continues to hold a significant amount of AAA-rated bonds, which account for more than half of its total fixed income assets as at 9M 2023; however, we note that there has been an increase in the proportion of bonds rated BBB and below as well. This was partly driven by the recent acquisition of approximately 95% interest in specific real estate construction loans from California-based Pacific Western Bank. While this asset class has been under pressure, we note that the loans are secured by real estate located in the United States with a conservative average loan-to-value ratio of approximately 51% and are supported by completion guarantees issued by the project equity sponsors. DBRS Morningstar notes that Fairfax is a large provider of Cyber insurance cover in the U.S., which DBRS Morningstar took into consideration in its assessment of product risk.

The Company reported strong results for the first nine months of 2023 (9M 2023). Fairfax has been successful in transforming Brit’s underwriting results, which has helped improve overall underwriting profitability. The Company is on track for a record year in 2023 with a consolidated net income of $3.4 billion as of 9M 2023 driven by strong underwriting results and positive investment income. The ongoing favorable insurance pricing environment coupled with higher reinsurance prices that benefit its significant reinsurance businesses is expected to contribute positively to Fairfax’s earnings in the short to medium term.

Fairfax’s credit ratings benefit from a sizable holding of liquid assets at the parent-holding company level with approximately $1.2 billion in total for cash and liquid investments as at 9M 2023. DBRS Morningstar considers this level of cash and investments as providing an important liquidity cushion for any potential uptick in insurance claims from the Company’s subsidiaries or potential catastrophe losses. Additionally, Fairfax maintains a committed credit facility of $2 billion that is available to support liquidity needs. The credit facility was undrawn as at September 30, 2023.

Fairfax’s insurance and reinsurance operating subsidiaries are appropriately capitalized, with each major subsidiary having available capital exceeding the required regulatory targets. The Company’s fixed-charge coverage ratios have been volatile over time because of the impact of the accounting treatment of unrealized capital gains and losses within the investment portfolio. The volatility is partly mitigated by the holding company’s strong liquidity position, which provides comfort that fixed charges can be paid under stressed market conditions. The Company’s financial leverage ratio (calculated by DBRS Morningstar on a consolidated basis as debt plus preferred shares to capital) decreased to 29.1% at 9M 2023, in part because of the material improvement in net earnings, and the transition to IFRS 17. The main drivers were adjustments for the discounting of provision for losses and loss adjustment expenses on transition to IFRS 17, which resulted in an increase in common shareholders’ equity.

The S&P rating for FFH continues to be P-3(high). S&P did an annual review for FFH dated 2023-5-30.

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