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Preferred Share Description
Valener Inc. (VNR.PR.A) **Take Over Offer Accepted**
4.62% Cumulative, Redeemable, Rate Reset Preferred Shares, Series A
Prospectus - May 30, 2012
DBRS Credit Update: April 16, 2019 - DBRS confirmed Valener Inc.’s Cumulative Rate Reset Preferred Shares rating at Pfd-2 (low) with a Stable trend. The rating is based on the credit quality of Valener’s 29% ownership interest in Énergir, L.P., which guarantees the First Mortgage Bonds and Senior Secured Notes (each rated “A” with a Stable trend by DBRS) of Énergir Inc. Valener’s preferred shares rating is one notch lower than the standard mapping from Énergir’s Issuer Rating of “A,” reflecting structural subordination of obligations at Valener relative to Énergir.
Dividend Note: On September 15, 2017, the company announced the Series A preferred share's annual dividend rate will be reset to 4.62% for the period October 15, 2017 to October 15, 2022. This is a dividend increase from the share's initial dividend rate of 4.35%.
Take Over Offer: March 27, 2019 - Valener Inc. (TSX: VNR), the public investment vehicle in Énergir, L.P., and Noverco Inc., the controlling partner of Energir, L.P., announced today that they have entered into a definitive arrangement agreement pursuant to which Noverco will acquire indirectly all of the issued and outstanding common shares of Valener for $26.00 per Common Share in cash and all of the issued and outstanding Cumulative Rate Reset Preferred Shares, Series A (TSX:VNR.PR.A) of Valener for $25.00 per Preferred Share in cash plus accrued and unpaid dividends (the “Arrangement”).
According to Dominion Bond Rating Service, March 28, 2019, - The Arrangement would be implemented by way of a statutory plan of arrangement and is subject to customary closing conditions including an approval of the Arrangement by the Superior Court of Québec; approval of two-thirds of the votes cast by holders of the Valener common shares; and applicable government and regulatory approvals. The Arrangement is expected to close in the next six months and is not subject to any financing conditions.
Pursuant to the Arrangement, preferred share holders will be asked vote on the Arrangement as a separate class. If less than two-thirds vote in favour of the Arrangement, the preferred shares would be excluded from the Agreement and remain outstanding in accordance with their terms.
- DBRS Rating
- Pfd-2 (low) Stable Trend
- DBRS Rating Date
- Shares Issued
- Issued Date
- Shares O/S
- O/S Date
- $1.0875 per share, per year
- Dividend Dates
- Payable on the 15th day of January, April, July and October
- Dividend Details
- The dividend rate is fixed at $1.155 until October 15, 2022. On October 15, 2022 and on October 15th every 5 years thereafter the share's dividend rate will be reset to equal the sum of the 5-Year Government of Canada Bond Yield plus 2.81%.
- The shares will not be redeemable by the company prior to October 15, 2022. On October 15, 2022 and on October 15th every five years thereafter, the company may, at its option, redeem the shares for $25.00 each.
- On October 15, 2022 and on October 15th every 5 years thereafter, holders of the Series A shares will have the option to convert all or a part of their shares into an equal number of the Series B Floating-Rate preferred shares. The holders of the Series B shares will be entitled to receive floating rate cumulative preferential cash dividends, calculated and paid quarterly, equal to a rate that is the sum of the Treasury Bill rate plus 2.81%. In addition, on October 15, 2027 and on October 15th every 5 years thereafter, holders of the Series B shares will have the option to convert all or in part of their shares into an equal number of the Series A rate-reset preferred shares.
- Lead Underwriter(s)
- BMO Capital markets, TD Securities
- Transfer Agent
- CIBC Mellon Trust Company
- CIBC Mellon Trust Company
- Dividend Reinvestment Plan
- Not available to preferred shareholders.
- Last Updated