The Empire Life Insurance Company issues $130M of preferred shares

On February 16, 2016, The Empire Life Insurance Company (the Corporation or Empire Life) issued $130 million of Non-Cumulative Rate Reset Preferred Shares, Series 1 (the Series 1 Preferred Shares).

The offering was underwritten on a bought deal basis by a syndicate of underwriters co-led by Scotia Capital Inc., CIBC World Markets Inc. and TD Securities Inc., and which included BMO Nesbitt Burns Inc., RBC Dominion Securities Inc., National Bank Financial Inc., GMP Securities L.P., Manulife Securities Incorporated and Raymond James Ltd. 

The deal was Empire Life’s initial public offering and represented a rare initial public offering by way of a bought deal.

The Series 1 Preferred Shares were issued to the public at a price of $25.00 per share. The holders of Series 1 Preferred Shares will be entitled to receive fixed non-cumulative preferential quarterly dividends yielding 5.75 per cent annually, as and when declared by the board of directors of the Corporation, for the initial period commencing on the closing date and ending on and including April 17, 2021.

Thereafter, the dividend rate will be reset every five years at a rate equal to the 5-year Government of Canada bond yield plus 4.99 per cent. Subject to certain conditions, holders of Series 1 Preferred Shares will have the right, at their option, to convert any or all of their Series 1 Preferred Shares into an equal number of Non-Cumulative Floating Rate Preferred Shares, Series 2 on April 17, 2021, and on April 17 every fifth year thereafter. The offering was announced on January 25, 2016, and closed on February 16, 2016.

The Corporation was represented in-house by Natalie Ochrym, General Counsel and Senior Vice-President, Human Resources and Communications, and by McCarthy Tétrault LLP with a team led by Andrew Parker and included Barry Ryan, Leslie Milroy, Jeremy Pleasant and Nicole Rumble (business law) and Gabrielle Richards (tax).

The underwriters were represented by Torys LLP with a team led by David Seville and which included Alison Harnick and Robert Shaw (securities), Blair Keefe (financial institutions) and Catrina Card (tax).