New Issue: MFC FixedReset, 3.90%+216

Manulife Financial Corporation has announced:

a Canadian public offering of Non-cumulative Rate Reset Class 1 Shares Series 15 (“Series 15 Preferred Shares”). Manulife will issue 8 million Series 15 Preferred Shares priced at $25 per share to raise gross proceeds of $200 million. The offering will be underwritten by a syndicate of investment dealers co-led by Scotia Capital Inc., CIBC World Markets and RBC Capital Markets and is anticipated to qualify as Tier 1 capital for Manulife. The expected closing date for the offering is February 25, 2014. Manulife intends to file a prospectus supplement to its July 18, 2012 base shelf prospectus in respect of this issue.

Holders of the Series 15 Preferred Shares will be entitled to receive a non-cumulative quarterly fixed dividend yielding 3.90 per cent annually, as and when declared by the Board of Directors of Manulife, for the initial period ending June 19, 2019. Thereafter, the dividend rate will be reset every five years at a rate equal to the 5-year Government of Canada bond yield plus 2.16 per cent.

Holders of Series 15 Preferred Shares will have the right, at their option, to convert their shares into Non-cumulative Rate Reset Class 1 Shares Series 16 (“Series 16 Preferred Shares”), subject to certain conditions, on June 19, 2019 and on June 19 every five years thereafter. Holders of the Series 16 Preferred Shares will be entitled to receive non-cumulative quarterly floating dividends, as and when declared by the Board of Directors of Manulife, at a rate equal to the three-month Government of Canada Treasury Bill yield plus 2.16 per cent.

The net proceeds from the offering will be utilized for general corporate purposes, including future refinancing requirements.

“Our financing activities take into account future refinancing needs. We have over $3 billion in potential refinancing requirements over the next 12 to 20 months. We have taken the opportunity to issue preferred shares with favourable terms,” said Senior Executive Vice President and Chief Financial Officer Steve Roder.

As this is issued by an Insurance Holding Company which I expect to become subject to NVCC rules similar to banks as soon as OSFI gets off its duff (some hopes!) I have added a Deemed Maturity entry to the call schedule, dated 2025-1-31 at 25.00. I keep expecting the insurance issuers to make their issues convertible into common without shareholder consent, so they can assign this power to OSFI later, but it hasn’t happened yet.

This actually seems quite expensive. I come up with a theoretical price of 24.30 for it. It will be noted that MFC.PR.K, with a spread of +222, closed at 24.71-80 today.

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Update: If we assume that the MFC DeemedRetractibles are actually PerpetualDiscounts (they’re trading in much that manner) and we use the Current Yield of MFC.PR.C of 5.25% as its yield (MFC.PR.B’s Current Yield is higher), then the Break Even Rate Shock is a stunning 196bp.

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