PrefBlog

Pembina Pipeline Corporation has announced:

that it does not intend to exercise its right to redeem the currently outstanding Cumulative Redeemable Rate Reset Class A Preferred Shares, Series 15 (“Series 15 Shares”) (TSX: PPL.PR.O) on September 30, 2022.

As a result, and subject to certain terms of the Series 15 Shares, the holders of the Series 15 Shares will have the right to elect to convert all or part of their Series 15 Shares on a one-for-one basis into Cumulative Redeemable Floating Rate Class A Preferred Shares, Series 16 of Pembina (“Series 16 Shares”) on October 3, 2022 (the “Conversion Date”), being the first business day following the statutory holiday on September 30, 2022. Holders who do not exercise their right to convert their Series 15 Shares into Series 16 Shares will retain their Series 15 Shares.

As provided in the terms of the Series 15 Shares: (i) if Pembina determines that there would remain outstanding immediately following the conversion less than 1,000,000 Series 15 Shares, then all remaining Series 15 Shares will be automatically converted into Series 16 Shares on a one-for-one basis effective as of the Conversion Date; or (ii) if Pembina determines that there would be less than 1,000,000 Series 16 Shares outstanding immediately following the conversion, no Series 15 Shares will be converted into Series 16 Shares on the Conversion Date. There are currently 8,000,000 Series 15 Shares outstanding.

With respect to any Series 15 Shares that remain outstanding after the Conversion Date, holders thereof will be entitled to receive quarterly fixed cumulative preferential cash dividends, if, as and when declared by the Board of Directors of Pembina. The annual dividend rate for the Series 15 Shares for the five-year period from and including September 30, 2022, to, but excluding, September 30, 2027, will be 6.164 percent, being equal to the five-year Government of Canada bond yield of 3.244 percent determined as of today plus 2.92 percent, in accordance with the terms of the Series 15 Shares.

With respect to any Series 16 Shares that may be issued on the Conversion Date, holders thereof will be entitled to receive quarterly floating rate cumulative preferential cash dividends, if, as and when declared by the Board of Directors of Pembina. The annual dividend rate applicable to the Series 16 Shares for the three-month floating rate period from and including September 30, 2022, to, but excluding, December 31, 2022, will be 6.238 percent, being equal to the annual rate of interest for the most recent auction of 90-day Government of Canada treasury bills of 3.318 percent plus 2.92 percent, in accordance with the terms of the Series 16 Shares (the “Floating Quarterly Dividend Rate”). The Floating Quarterly Dividend Rate will be reset every quarter.

Beneficial holders of Series 15 Shares who wish to exercise their right of conversion during the conversion period, which runs from August 31, 2022, until 3:00 pm (MT) / 5:00 pm (ET) on September 19, 2022, should communicate as soon as possible with their broker or other intermediary for more information. It is recommended that this be done well in advance of the deadline in order to provide the broker or other intermediary with the time to complete the necessary steps. Any notices received after this deadline will not be valid.

As previously announced, the dividend payable on October 3, 2022, to holders of the Series 15 Shares of record on September 15, 2022, will be $0.2790 per Series 15 Share, consistent with the dividend rate in effect since the issuance of the Series 15 Shares. For more information on the terms of the Series 15 Shares and the Series 16 Shares, please see Pembina’s articles of amendment dated October 2, 2017, relating to the creation of the Series 15 Shares and the Series 16 Shares, which can be found on SEDAR at www.sedar.com.

PPL.PR.O was issued as VSN.PR.A, a FixedReset, 4.40%+292 that commenced trading 2012-2-14 after being announced 2012-2-3. In 2017 the issue reset to 4.464%; I recommended against conversion; and there was no conversion. The ticker changed in October 2017.

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

Assiduous Reader DR points out by eMail that there’s something of a mystery regarding the reset rate: the company used 3.244% as the GOC-5 base, which is somewhat different from the investing.com indication of around 3.28%. This sort of difference is often due to different benchmarks being used, but investing.com uses the 1.25% of 2027-3-1 which is the same as the Bank of Canada. I can only surmise that Bloomberg uses a different bond – perhaps the 2.75% of 2027-9-1, which had 12-billion outstanding at the end of July after an auction on 2022-7-20, with another one scheduled for 2027-9-22.

This entry was posted on Wednesday, August 31st, 2022 at 9:11 pm and is filed under Issue Comments. You can follow any responses to this entry through the RSS 2.0 feed. You can leave a response, or trackback from your own site.