Transactions & Cases Detail



Transaction/Case Details

The Toronto-Dominion Bank completes C$500 million offering of Basel-III compliant preferred shares

DATE CLOSED

July 31, 2014

BUSINESS SECTOR

Financial Services

LEAD OFFICE

Toronto

VALUE

500 Million CAD


OVERVIEW

On July 31, 2014, The Toronto-Dominion Bank completed a bought deal public offering in Canada of C$500 million of Basel III-compliant Non-Cumulative Five Year Rate Reset Preferred Shares, Series 3. The shares were priced at C$25 per share and holders will be entitled to receive non-cumulative quarterly fixed dividends for the initial period ending October 31, 2019 at a per annum rate of 3.80% per share, or C$0.95 per share per annum. Thereafter, the dividend rate will reset every five years at a rate equal to 2.27% over the five-year Government of Canada bond yield.

Holders of Series 3 Preferred Shares will, subject to certain conditions, have the right to convert all or any part of their shares to Non-Cumulative Floating Rate Preferred Shares, Series 4 on July 31, 2019 and on July 31 every five years thereafter. Subject to regulatory approval, on July 31, 2019 and on July 31 every five years thereafter, TD may redeem the Series 3 Preferred Shares. Upon the occurrence of a “Trigger Event” (as set out in the Office of the Superintendent of Financial Institutions Canada Guideline for Capital Adequacy Requirements), each Series 3 Preferred Share will be automatically and immediately converted, on a full and permanent basis, without the consent of the holder thereof, into fully-paid and freely-tradable common shares of TD.

The Series 3 Preferred Shares were issued under a prospectus supplement dated July 24, 2014 to TD's November 16, 2012 base shelf prospectus, which qualifies the issue of up to $10 billion aggregate principal amount of unsecured subordinated debt securities, common shares, class A first preferred shares, warrants to purchase preferred shares and subscription receipts.

The offering was led by TD Securities Inc. with an underwriting syndicate comprised of Scotia Capital Inc., BMO Nesbitt Burns Inc., CIBC World Markets Inc., National Bank Financial Inc., RBC Dominion Securities Inc., Desjardins Securities Inc., Canaccord Genuity Corp., Laurentian Bank Securities Inc., Brookfield Financial Corp., Dundee Securities Ltd., GMP Securities L.P., HSBC Securities (Canada) Inc., Manulife Securities Incorporated and Raymond James Ltd.

McCarthy Tétrault represented TD with a team consisting of Wendi Locke and Ryan Hornby (Securities) and Gabrielle Richards (Tax).

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