TD Issues LRCNs: TD.PF.M & TD.PF.B To Be Redeemed, Maybe?

The Toronto-Dominion Bank has announced:

the pricing of a U.S. public offering of US$750 million 7.250% Fixed Rate Reset Limited Recourse Capital Notes, Series 4 (Non-Viability Contingent Capital (NVCC)) (the “LRCNs”). The LRCNs will be registered with the U.S. Securities and Exchange Commission (the “SEC”).

The LRCNs will bear interest at a rate of 7.250 per cent annually, payable quarterly, for the initial period ending on, but excluding, July 31, 2029. Thereafter, the interest rate on the LRCNs will reset every five years at a rate equal to the prevailing U.S. Treasury Rate plus 2.977 per cent. The LRCNs will mature on July 31, 2084. The expected closing date of the offering is July 3, 2024, subject to customary closing conditions.

Concurrently with the issuance of the LRCNs, TD will issue 750,000 Non-Cumulative 7.250% Fixed Rate Reset Preferred Shares, Series 31 (Non-Viability Contingent Capital (NVCC)) (“Preferred Shares Series 31”) to be held by Computershare Trust Company of Canada, as trustee for TD LRCN Limited Recourse Trustâ„¢ (the “Limited Recourse Trust”). In case of non-payment of interest on or principal of the LRCNs when due, the recourse of each LRCN holder will be limited to that holder’s proportionate share of the Limited Recourse Trust’s assets, which will consist of Preferred Shares Series 31 except in limited circumstances.

TD may redeem the LRCNs on July 31, 2029, and once every quarter-end thereafter, with the prior written approval of the Superintendent of Financial Institutions (Canada), in whole or in part on not less than 10 days’ and not more than 60 days’ prior notice to the LRCN holders.

The net proceeds from this transaction will be used for general corporate purposes, which may include the redemption of outstanding capital securities and/or the repayment of other outstanding liabilities. The proceeds from this transaction are expected to qualify as “Additional Tier 1” capital of TD for regulatory purposes.

TD Securities, Citigroup, Goldman Sachs & Co. LLC, Wells Fargo Securities, Truist Securities and US Bancorp are the joint book-running managers on the issue.

A registration statement relating to the offering has been filed with the SEC and is effective. This press release does not constitute an offer to sell, or a solicitation of an offer to buy, these securities in the United States or in any other jurisdiction where such offer, solicitation or sale would be unlawful. The offering may be made only by means of a prospectus supplement and the accompanying prospectus.

Copies of the preliminary prospectus supplement and the accompanying prospectus for the offering may be obtained free of charge by visiting EDGAR on the SEC’s website at Alternatively, copies of the final prospectus supplement, when available, and the accompanying prospectus may also be obtained by contacting TD Securities (USA) LLC at 1-855-495-9846, Citigroup Global Markets Inc. at 1-800-831-9146, Goldman Sachs & Co. LLC at 1-866-471-2526, Wells Fargo Securities, LLC at 1-800-645-3751, Truist Securities, Inc. at 1-800-685-4786 and U.S. Bancorp Investments, Inc. at 1-877-558-2607.

As noted by Assiduous Reade IrateAR, this is sufficient size to redeem both TD.PF.M (18-million shares = CAD 450-million par value) and TD.PF.B (20-million shares = 500-million par value), given that USD 750-million comes to just over CAD 1-billion at current exchange rates. Both issues are redeemable 2024-7-31. TD.PF.M will come as no surprise at all, given its Issue Reset Spread of +356, but TD.PF.B … well, it’s Issue Reset Spread is a mere +227 and while it’s been trading at a much lower yield to perpetuity than its siblings for some time, it was nevertheless up 2.21% on the day (close/close). A nice win for the speculators!

I will, however, note that TD was careful not to name any specific issues when disclosing that uses for the funds raised “may include the redemption of outstanding capital securities” and nothing specific regarding either of the two issues identified as possible redemption fodder has yet been announced. So don’t get too excited just yet.

However, I continue to be encouraged by this LRCN issuance … every issue that comes out reinforces the belief that the preferred share market is cheap, cheap, cheap!

4 Responses to “TD Issues LRCNs: TD.PF.M & TD.PF.B To Be Redeemed, Maybe?”

  1. […] Thanks to Assiduous Reader niagara for bringing this to my attention! […]

  2. Frank says:

    Why is it always the fixed reset that are redeemed and not perpetuals ?

  3. jiHymas says:

    Why is it always the fixed reset that are redeemed and not perpetuals ?

    Most of the redemption activity – and market excitement – has been undertaken by the banks. The banks don’t have many Straight Perpetuals any more because most of them were redeemed due to their NVCC non-compliant status.

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