TD.PF.F - Series 11 Prospectus – Toronto-Dominion Bank Preferred Shares

TD.PF.F – Series 11 Prospectus – Toronto-Dominion Bank Preferred Shares

The following is a set of excerpts from the prospectus document for the Series 11 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.F – Series 11 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

The Toronto-Dominion Bank $150,000,000 6,000,000 Non-Cumulative Fixed Rate Class A First Preferred Shares, Series 11 (Non-Viability Contingent Capital (NVCC))
This offering of Non-Cumulative Fixed Rate Class A First Preferred Shares, Series 11 (Non-Viability Contingent Capital (NVCC)) (the “Series 11 Shares”) of The Toronto-Dominion Bank (the “Bank”) under this prospectus supplement (the “Prospectus Supplement”) consists of 6,000,000 Series 11 Shares.

Excerpt: Reset Date and Yield Terms

The holders of the Series 11 Shares will be entitled to receive quarterly non-cumulative preferential cash dividends, as and when declared by the board of directors of the Bank (the “Board of Directors”), 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 4.90% per share, or $1.225 per share per annum.

Notwithstanding the foregoing, based on the anticipated closing date of this offering of July 21, 2015, the first dividend per Series 11 Share, if declared, will be payable on October 31, 2015 in respect of the period from and including July 21, 2015 to but excluding October 31, 2015, in the amount of $0.3423 per share. See “Details of the Offering”. Subject to the provisions of the Bank Act (Canada) (the “Bank Act”), including the consent of the Superintendent of Financial Institutions (Canada) (the “Superintendent”), on and after October 31, 2020, the Bank may redeem all, or from time to time any part, of the outstanding Series 11 Shares, at the Bank’s option without consent of the holders, by the payment in cash of a sum per share equal to $26.00 if redeemed prior to October 31, 2021; $25.75 if redeemed on or after October 31, 2021 and prior to October 31, 2022; $25.50 if redeemed on or after October 31, 2022 and prior to October 31, 2023; $25.25 if redeemed on or after October 31, 2023 and prior to October 31, 2024; and $25.00 if redeemed thereafter, together, in each case, with all declared and unpaid dividends to the date fixed for redemption. See “Details of the Offering”.

Excerpt: Conversion Terms

Upon the occurrence of a Trigger Event (as defined herein), each Series 11 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 11 Share by the Conversion Price (as defined herein) (a “Contingent Conversion”).
Investors should therefore carefully consider the disclosure with respect to the Bank, the Series 11 S-2 Shares, the Common Shares and the consequences of a Trigger Event included and incorporated by reference in this Prospectus Supplement. An investment in the Series 11 Shares is subject to certain risks. See “Risk Factors”. The Series 11 Shares do not have a fixed maturity date and are not redeemable at the option of the holders of Series 11 Shares. See “Risk Factors”. The Toronto Stock Exchange (the “TSX”) has conditionally approved the listing of the Series 11 Shares and the underlying Common Shares that would be issued upon a Contingent Conversion subject to the Bank fulfilling all of the requirements of the TSX on or before October 8, 2015.