Issue Comments

LB To Be Acquired, Maybe; LB.PR.H To Remain Outstanding

Laurentian Bank of Canada has announced:

a significant acceleration of its 2024 Strategic Plan toward its specialty commercial bank model, resulting in its exit from the retail and SME banking business. This transformation will position Laurentian Bank as a commercially oriented bank, concentrating on commercial real estate lending, inventory and equipment financing, intermediary services and capital markets activities.

National Bank of Canada (directly or through one or more affiliates) (“National Bank”) has entered into a definitive agreement to acquire Laurentian Bank’s retail and SME banking portfolios (the “Retail/SME Transaction”). Customers will benefit from National Bank’s enhanced offering of retail and business banking solutions, including deposits, loans and investments. They will also be served through National Bank’s leading digital services, expanded product and service offerings, and a broader branch network and business banking teams. Laurentian Bank and National Bank have also entered into a definitive agreement in respect of the sale to National Bank of Laurentian Bank’s syndicated loan portfolio (the “Syndicated Loan Transaction” and, collectively with the Retail/SME Transaction, the “National Bank Transactions”).

In parallel, Fairstone Bank of Canada (“Fairstone Bank”), Canada’s leading alternative lender and a Schedule I bank, has entered into a definitive agreement (the “Acquisition Transaction Agreement”) to acquire all issued and outstanding common shares of Laurentian Bank (the “Laurentian Bank Shares”) (the “Acquisition Transaction” and, collectively with the Retail/SME Transaction, the “Transactions”). Fairstone Bank will combine its commercial lending operations with Laurentian Bank’s commercial specialization, leveraging the expertise of both organizations to strengthen capabilities and expand market presence. Laurentian Bank will retain its brand identity and head office in Montreal, continuing its legacy of over 175 years. Éric Provost will continue to serve as Laurentian Bank’s President and CEO, spearheading the accelerated execution of its strategic growth plan with a concentrated focus on commercial banking activities.

The Acquisition Transaction is subject to approval of 662/3% of the votes cast by Laurentian Bank Shareholders at a special meeting of Laurentian Bank Shareholders (the “Meeting”) expected to be held in the first quarter of 2026 to approve an amendment to Laurentian Bank’s by-laws to provide for the acquisition of the Laurentian Bank Shares pursuant to the terms of the Acquisition Transaction Agreement.

Following completion of the Transactions, it is expected that the Laurentian Bank Shares will be delisted from the TSX. However, Laurentian Bank’s Non-Cumulative Class A Preferred Shares, Series 13, Non-Cumulative 5-Year Fixed Rate Reset Class A Preferred Shares, Series 17, 5.30% Limited Recourse Capital Notes, Series 1 and 5.095% subordinated non-viability contingent capital notes are expected to remain outstanding in accordance with their terms following the completion of the Transactions. Laurentian Bank’s Non-Cumulative Class A Preferred Shares, Series 13 will continue to be listed on the TSX and, as a result, Laurentian Bank will continue to be a reporting issuer under applicable Canadian securities laws following completion of the Transactions.

LB.PR.H was issued as a NVCC-compliant FixedReset, 4.30%+255, that commenced trading 2014-4-3 after being announced 2014-3-25. The extension was announced 2019-5-7. LB.PR.H reset At 4.123% effective June 15, 2019. I made no recommendation regarding conversion and there was no conversion. The issue reset to 6.196% effective 2024-6-15.

Thanks to Assiduous Reader John19 for bringing this to my attention!

The acquisition won’t do much for the credit rating – Fairstone Bank of Canada has a Long Term Senior Debt rating of BBB from DBRS, the same as Laurentian.

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