DBRS Limited (DBRS Morningstar) confirmed the rating of Pfd-3 (high) on the Preferred Shares issued by E Split Corp. (the Company).

This rating action has been taken in connection with the announcement to increase the Preferred Share distribution rate to 7.0% from the current 5.25% on the original issue price of $10.00, for the new five-year term that will go from June 30, 2023, to June 30, 2028. The Company continues to invest in a portfolio primarily comprising common shares of Enbridge Inc. (rated BBB (high) with a Stable trend by DBRS Morningstar) (the Portfolio) in accordance with the Company's investment objectives, strategy, and restrictions. The Company may invest up to 10.00% of the Portfolio in securities of any other issuer as determined by the Manager.

On April 26, 2023, the Company announced that the board of directors has extended the maturity date of the Company for an additional five-year term to June 30, 2028, and also, that the distribution rate for the Preferred Shares for this new term will be 7.00% (payable quarterly) against previous rate of 5.25% on the original issue price of $10.00.

After the distribution rate increase, the Preferred Shares will receive fixed quarterly cumulative preferential cash distributions of $0.175 (or $0.70 annually) per share, representing a yield of 7.00% per year on the issue price of $10.00. The Class A Shares will continue to receive cash distributions of $0.13 per share, corresponding to an annual yield of 10.4% on the $15.00 issuance price. No distributions will be paid on the Class A Shares if (1) the distributions payable on the Preferred Shares are in arrears or (2) in respect of a cash distribution by the Company, the net asset value per unit is less than $15.00.

The Company has a loan facility or prime brokerage facility (the Loan Facility) for working capital purposes, with a maximum borrowed amount limited to 5% of the net asset value of the Company. The Loan Facility provides the lender with a security interest over the Portfolio. The Preferred Shares are subordinated to any indebtedness under the Loan Facility. As of December 31, 2022, the outstanding amount under the Loan Facility was nil.

As of May 29, 2023, the downside protection available to the Preferred Shares was approximately 58.7%. Distributions to the Preferred Shares are mainly funded through dividends earned on the Portfolio, which will provide for a dividend coverage ratio of approximately 2.1 times (x) after accounting for the increase on the distribution rate to the Preferred Shares. Distributions to the Class A Shares are anticipated to cause an average annual grind of 4.1% on the Portfolio until the end of the new term (i.e., June 30, 2028). In addition to dividends earned on the common shares held in the Portfolio, the Company may generate capital gains in the Portfolio. The Company may also engage in securities lending or covered call option writing to supplement income.

Since the last review conducted in March 2023, the Company has not made any overnight offering issuances.

The confirmed rating of Pfd-3 (high) considers the level of downside protection, dividend coverage available to holders of the Preferred Shares, lack of diversification, and potential grind on the Portfolio arising from the targeted distributions to the Class A Shares.

The main constraints to the rating are as follows:

(1)	The downside protection available to holders of the Preferred Shares depends solely on the market value of the Enbridge Inc.'s common shares in the Portfolio, which is exposed to market fluctuations resulting from high inflation, interest rate hikes, economic slowdown, and global supply chain issues.
(2)	There is a lack of diversification, as at least 90% of the Portfolio consists entirely of Enbridge Inc.'s common shares.
(3)	Changes in the dividend policy of Enbridge Inc. may reduce the Preferred Shares' dividend coverage and downside protection over time.
(4)	Additional yield earned on the Portfolio to cover Class A Share distributions without having to liquidate Portfolio securities depends on the Manager's skill in generating supplementary income through methods such as option writing and securities lending.
(5)	Stated monthly distributions on the Class A Shares, which can create a grind on the Portfolio, are mitigated by an asset coverage test of 1.5x, which ensures sufficient levels of downside protection to the holders of the Preferred Shares.

ENVIRONMENTAL, SOCIAL, GOVERNANCE CONSIDERATIONS

There were no Environmental/Social/Governance (ESG) factors that had a significant or relevant effect on the credit analysis.

A description of how DBRS Morningstar considers ESG factors within the DBRS Morningstar analytical framework can be found in the DBRS Morningstar Criteria: Approach to Environmental, Social, and Governance Risk Factors in Credit Ratings at https://www.dbrsmorningstar.com/research/396929 (May 17, 2022).

Notes:

All figures are in Canadian dollars unless otherwise noted.

The principal methodology applicable to the ratings is Rating Canadian Split Share Companies and Trusts (June 22, 2022; https://www.dbrsmorningstar.com/research/398704).

Other methodologies referenced in this transaction are listed at the end of this press release.

The DBRS Morningstar Sovereign group releases baseline macroeconomic scenarios for rated sovereigns. DBRS Morningstar analysis considered impacts consistent with the baseline scenarios as set forth in the following report: https://www.dbrsmorningstar.com/research/384482.

The related regulatory disclosures pursuant to the National Instrument 25-101 Designated Rating Organizations are hereby incorporated by reference and can be found by clicking on the link under Related Documents or by contacting us at info@dbrsmorningstar.com.

The rating was initiated at the request of the rated entity.

The rated entity or its related entities did participate in the rating process for this rating action.

DBRS Morningstar had access to the accounts, management, and other relevant internal documents of the rated entity or its related entities in connection with this rating action.

This is a solicited credit rating.

DBRS Limited

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Toronto, ON M5H 3M7 Canada

Tel. +1 416 593-5577

The rating methodologies used in the analysis of this transaction can be found at: https://www.dbrsmorningstar.com/about/methodologies.

For more information on this credit or on this industry, visit www.dbrsmorningstar.com or contact us at info@dbrsmorningstar.com.

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