TD.PF.C – Series 5 Prospectus – Toronto-Dominion Bank Preferred Shares

The following is a  set of excerpts from the prospectus document for the Series 5 preferreds. The excerpts, highlight the most relevant information, an investor should know when analyzing this preferred.  A link to the prospectus is provided lower in this page.  The original document for TD.PF.C – Series 5 Prospectus – Toronto-Dominion Bank Preferred Shares was used for the excerpts and the important information was highlighted for quick access.

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Excerpt: Size and initial yield

December 9, 2014 Prospectus Supplement The Toronto-Dominion Bank $500,000,000 20,000,000 Non-Cumulative 5-Year Rate Reset Preferred Shares, Series 5 This offering of Non-Cumulative 5-Year Rate Reset Preferred Shares, Series 5 (the “Series 5 Shares”) of The Toronto-Dominion Bank (the “Bank”) under this prospectus supplement (the “Prospectus Supplement”) consists of 20,000,000 Series 5 Shares.
The holders of the Series 5 Shares will be entitled to receive fixed quarterly non-cumulative preferential cash dividends, as and when declared by the board of directors of the Bank (the “Board of Directors”), for the initial period from and including the closing date of this offering to but excluding January 31, 2020 (the “Initial Fixed Rate Period”), payable on the last day of January, April, July and October in each year (each three-month period ending on the last day of each such month, a “Quarter”), at a per annum rate of 3.75% per share, or $0.9375 per share per annum. Notwithstanding the foregoing, based on the anticipated closing date of this offering of December 16, 2014, the first dividend per Series 5 Share, if declared, will be payable on April 30, 2015 in respect of the period from and including December 16, 2014 to but excluding April 30, 2015, in the amount of $0.3467 per share. See “Details of the Offering”.

Excerpt: Reset Date and Yield Terms

For each five-year period after the Initial Fixed Rate Period (each, a “Subsequent Fixed Rate Period”), the holders of the Series 5 Shares will be entitled to receive fixed quarterly non-cumulative preferential cash dividends, as and when declared by the Board of Directors, payable on the last day of January, April, July and October in each year, in an amount per share per annum determined by multiplying the Annual Fixed Dividend Rate (as defined herein) applicable to such Subsequent Fixed Rate Period by $25.00.
The Annual Fixed Dividend Rate for the ensuing Subsequent Fixed Rate Period will be determined by the Bank on the Fixed Rate Calculation Date (as defined herein) and will be equal to the sum of the Government of Canada Yield (as defined herein) on the Fixed Rate Calculation Date plus 2.25%. See “Details of the Offering”.

Excerpt: Conversion Terms

Option to Convert Into Series 6 Shares The holders of the Series 5 Shares will have the right, at their option, to convert their shares into NonCumulative Floating Rate Preferred Shares, Series 6 of the Bank (the “Series 6 Shares”), subject to certain conditions, on January 31, 2020 and on January 31 every five years thereafter.
The holders of the Series 6 Shares will be entitled to receive quarterly floating rate non-cumulative preferential cash dividends, as and when declared by the Board of Directors, payable on the last day of January, April, July and October in each year (the initial quarterly dividend period and each subsequent quarterly dividend period is referred to as a “Quarterly Floating Rate Period”) in an amount per share determined by multiplying the applicable Floating Quarterly Dividend Rate (as defined herein) by $25.00.
The Floating Quarterly Dividend Rate will be equal to the sum of the T-Bill Rate (as defined herein) plus 2.25% (calculated on the basis of the actual number of days elapsed in the applicable Quarterly Floating Rate Period divided by 365) determined on the Floating Rate Calculation Date (as defined herein). See “Details of the Offering”.

*****Conversion to Common *****
Upon the occurrence of a Trigger Event (as defined herein), each Series 5 Share and/or Series 6 Share will be automatically and immediately converted, on a full and permanent basis, without the consent of the holders thereof, into that number of fully-paid common shares of the Bank (“Common Shares”) determined by dividing the Share Value (as defined herein) in respect of such Series 5 Shares and/or Series 6 Shares by the Conversion Price (as defined herein) (a “Contingent Conversion”).
Investors should therefore carefully consider the disclosure with respect to the Bank, the Series 5 Shares, the Series 6 Shares, the Common Shares and the consequences of a Trigger Event included and incorporated by reference in this Prospectus Supplement.