TD.PR.Y, FixedReset To Be Extended at +168

The Toronto-Dominion Bank has announced:

that it does not intend to exercise its right to redeem all or any part of the currently outstanding 10 million Non-Cumulative 5-Year Rate Reset Preferred Shares, Series Y (the “Series Y Shares”) of TD on October 31, 2013. As a result and subject to certain conditions set out in the prospectus dated July 7, 2008 relating to the issuance of the Series Y Shares, the holders of the Series Y Shares have the right to convert all or part of their Series Y Shares, on a one-for-one basis, into Non-Cumulative Floating Rate Preferred Shares, Series Z (the “Series Z Shares”) of TD on October 31, 2013. Holders who do not exercise their right to convert their Series Y Shares into Series Z Shares on such date will continue to hold their Series Y Shares.

The foregoing conversion right is subject to the conditions that: (i) if TD determines that there would be less than 1,000,000 Series Z Shares outstanding after October 31, 2013, then holders of Series Y Shares will not be entitled to convert their shares into Series Z Shares, and (ii) alternatively, if TD determines that there would remain outstanding less than 1,000,000 Series Y Shares after October 31, 2013, then all remaining Series Y Shares will automatically be converted into Series Z Shares on a one-for-one basis on October 31, 2013. In either case, TD will give written notice to that effect to holders of Series Y Shares no later than October 24, 2013.

The dividend rate applicable to the Series Y Shares for the 5-year period from and including October 31, 2013 to but excluding October 31, 2018, and the dividend rate applicable to the Series Z Shares for the 3-month period from and including October 31, 2013 to but excluding January 31, 2014, will be determined and announced by way of a press release on October 1, 2013.

Beneficial owners of Series Y Shares who wish to exercise their conversion right should communicate as soon as possible with their broker or other nominee to obtain instructions for exercising such right on or prior to the deadline for exercise, which is 5:00 p.m. (Toronto time) on October 16, 2013.

The current GOC5 rate is 1.91%, so pending the official announcement October 1, we may assume the new rate will be 3.59%, or $0.8975 p.a. This represents a steep decline from the original rate of 5.10% (or $1.275 p.a.), so my mailbox will be filling up shortly with outraged queries from casual investors.

We can examine the comparables with the help of the Pairs Equivalency Calculator:

FixedReset / FloatingReset Strong Pairs
FixedReset FloatingReset Next
Bill Rate
BNS.PR.P BNS.PR.A 2018-4-26 2.42%
TD.PR.S TD.PR.T 2018-7-31 2.17%
BMO.PR.M BMO.PR.R 2018-8-25 2.18%

The closing bid for TD.PR.Y yesterday was 25.01; assuming this holds after the conversion privilege is no longer available then the average implied three-month bill rate of 2.26% calculated above in turn implies a bid on the new issue of 25.39.

So, as of right now, it looks like conversion is recommended. Naturally, investors will want to wait until the last moment before making a decision.

Additionally, it will be noted that although the deadline for notifying the company is October 16, intermediary brokers will almost always have earlier internal deadlines. Also, it is normal that trades must be settled before notice can be given … so for most brokers, I suggest that the last day for trading the issue in the hopes of reaping enormous profits on conversion will be Wednesday October 9 (remember there is a skip-day for Thanksgiving). This strategy didn’t work very well for the BMO.PR.M / BMO.PR.R conversion, when the price of BMO.PR.M was supported by the conversion privilege and promptly sank after the last trading day to settle prior to the notification date. But there will be some who try!

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