TD Bank has announced:
that it has entered into an agreement with a group of underwriters led by TD Securities Inc. for an issue of 10 million non-cumulative 5-Year Rate Reset Class A Preferred Shares, Series Y (the “Series Y Shares”), carrying a face value of $25.00 per share, to raise gross proceeds of $250 million. TD intends to file in Canada a prospectus supplement to its January 11, 2007 base shelf prospectus in respect of this issue.
TD has also granted the underwriters an option to purchase, on the same terms, up to an additional 2 million Series Y Shares. This option is exercisable in whole or in part by the underwriters at any time up to two business days prior to closing. The maximum gross proceeds raised under the offering will be $300 million should this option be exercised in full.
The Series Y Shares will yield 5.10% annually, payable quarterly, as and when declared by the Board of Directors of TD, for the initial period ending October 31, 2013. Thereafter, the dividend rate will reset every five years at a level of 168 basis points over the then five-year Government of Canada bond yield.
Holders of the Series Y Shares will have the right to convert their shares into non-cumulative Floating Rate Class A Preferred Shares, Series Z (the “Series Z Shares”), subject to certain conditions, on October 31, 2013, and on October 31 every five years thereafter. Holders of the Series Z Shares will be entitled to receive quarterly floating dividends, as and when declared by the Board of Directors of TD, equal to the three-month Government of Canada
Treasury Bill yield plus 168 basis points.
The issue is anticipated to qualify as Tier 1 capital for TD and the expected closing date is July 16, 2008.
So … now there are seven of these Fixed-Reset Thingies. This joins the previous TD deal with this structure, which was 5.00%+160, now trading as TD.PR.S
Issue: The Toronto-Dominion Bank Non-Cumulative 5-Year Rate Reset Class A Preferred Shares, Series Y
Size: 10-million shares @ $25 (= $250-million), greenshoe of 2-million shares (=$50-million) exercisable up to two business days before closing.
Ratings: DBRS, Pfd-1; S&P: P-1(low); Moody’s: Aa2
Exchange Dates: October 31, 2013 and every five years thereafter.
Dividend: 5.10% until first exchange date, then 5-Year Canadas +168bp
Exchangeable: On every exchange date to series Z, which pay 90-day T-bills +168bp, calculated quarterly
Redemption: Every Exchange Date at 25.00. Series Z are redeemable every exchange date at $25.00 and at $25.50 at all other times.
Closing: July 16, 2008
Boy … these things sure seem popular, eh? And I will admit, so far my disdain has been thrown back in my face. But I still don’t like ’em.
Update, 2013-9-26: Trades as TD.PR.Y