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Preferred Share Description
Toronto-Dominion Bank (TD.PF.F)
4.90% Non-Cumulative, Redeemable, NVCC**, Perpetual preferred shares, Series 11
Prospectus - July 13, 2015
DBRS Credit Rating: June 27, 2018 - DBRS changed the trends on all long-term ratings of The Toronto-Dominion Bank and its related entities to Positive from Stable. DBRS also confirmed all the ratings of TD, including its Long-Term Issuer Rating of AA and Short-Term Issuer Rating of R-1 (high). The short-term ratings of the Bank remain Stable. TD’s Intrinsic Assessment (IA) and Support Assessment continue to be AA (low) and SA2, respectively, reflecting the expectation of timely, systemic support from the Government of Canada (rated AAA with a Stable trend by DBRS). The SA2 designation results in one notch of uplift from the IA to the Long-Term Issuer Rating. However, following the finalization of the Canadian Bank Recapitalization Regime, DBRS eventually expects to remove the uplift from systemic support. This will be actioned once a sufficient level of bail-inable senior debt is issued, thereby providing an adequate buffer for non-bail-inable obligations, which is then expected to offset the removal of systemic support.
Important Note: NVCC preferred shares have a lower credit rating than other TD Bank preferred share issues. DBRS assigned the NVCC Preferred Shares Series 11 a rating equal to the Bank’s intrinsic assessment less four rating notches because the Series 11 has only an Office of the Superintendent of Financial Institutions (OSFI)-compliant non-viable contingent capital (NVCC) trigger, which is consistent with the OSFI requirements for NVCC instruments, and no additional triggers.
*NVCC is short for Non-Viability Contingent Capital and it refers to the issuer's ability to convert the preferred shares into common shares if a "Trigger Event" occurs. See "Convertible by Company" section below for the definition of a trigger event.
- DBRS Rating
- Pfd-2 Stable Trend
- DBRS Rating Date
- Shares Issued
- Issued Date
- Shares O/S
- O/S Date
- $1.225 per share per year
- Dividend Dates
- Payable on the last day of January, April, July and October
- Dividend Details
- The dividends are permanently fixed at $1.225 or 4.90% per year.
- The shares are not redeemable prior to October 31, 2020. On or after October 31, 2020 the shares are redeemable by the bank at $26.00 per share; at $25.75 on or after October 31, 2021; at $25.50 on or after October 31, 2022: at $25.25 on or after October 31, 2023 and at $25.00 on or after October 31, 2024.
- Not exchangeable
- Only convertible by the bank upon a "Trigger Event".
- Transfer Agent
- CIBC Mellon Trust Company
- CIBC Mellon Trust Company
- Dividend Reinvestment Plan
- Not available to preferred shareholders
- Convertible by Company
- Preferred Share will be automatically and immediately converted, on a full and permanent basis, without the consent of the holder thereof, into fully-paid and freely-tradable common shares of the Bank (“Common Shares”), the number of which shall be determined (rounding down, if necessary, to the nearest whole number of Common Shares) in accordance with the Contingent Conversion. A Trigger Event means any one of the following: 1) the Superintendent publicly announces that the Bank has been advised, in writing, that the Superintendent is of the opinion that the Bank has ceased, or is about to cease, to be viable and that, after the conversion of the Preferred Shares Series 27 and all other non-viability contingent capital instruments issued by the Bank and taking into account any other factors or circumstances that are considered relevant or appropriate, it is reasonably likely that the viability of the Bank will be restored or maintained; or 2) a federal or provincial government in Canada publicly announces that the Bank has accepted or agreed to accept a capital injection, or equivalent support, from the federal government or any provincial government or political subdivision or agent or agency thereof without which the Bank would have been determined by the Superintendent to be non-viable. See the share's prospectus for the exact details. Formula (as defined below) (a “Contingent Conversion”). Fractions of Common Shares will not be issued or delivered pursuant to a Contingent Conversion and no cash payment will be made in lieu thereof.
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