TD Bank 2010 Annual Report Download - page 116

TD BANK GROUP ANNUAL REPORT 2010 FINANCIAL RESULTS114
REPAYMENT SCHEDULE
The aggregate maturities of the Bank’s subordinated notes and
debentures are as follows:
Maturities
(millions of Canadian dollars) 2010 2009
Within 1 year $ 208 $ –
Over 1 year to 3 years 210 449
Over 3 years to 4 years 148 –
Over 4 years to 5 years – 150
Over 5 years 11,940 11,784
Total $ 12,506 $ 12,383
New Issues and Redemptions
On October 1, 2010, subsidiaries of the Bank redeemed US$33 million
of junior subordinated debentures.
Subsequent to year-end, on November 2, 2010, the Bank issued
$1 billion of medium term notes constituting subordinated indebted-
ness pursuant to its medium term note program. The medium term
notes will pay a coupon of 3.367% until November 2, 2015 and the
bankers’ acceptance rate plus 1.25% thereafter until maturity on
November 2, 2020. The notes are redeemable at the Bank’s option,
subject to regulatory consent, at par on and after November 2, 2015.
The issue will qualify as Tier 2 capital of the Bank.
On November 29, 2010, the Bank announced its intention to
redeem on January 18, 2011 all its outstanding 4.317% medium term
notes due January 18, 2016.
The Bank classifies preferred shares that are mandatorily redeemable
or convertible into a variable number of the Bank’s common shares
at the holder’s option, as liabilities for reporting purposes. Dividend
payments on these preferred shares are recorded in interest expense.
PREFERRED SHARES
Class A First Preferred Shares, Series M
The Series M shares are entitled to quarterly non-cumulative cash divi-
dends, if declared, at a per annum rate of 4.70% per Series M share.
The Series M shares are redeemable by the Bank, subject to regulatory
consent, by payment in cash of $26.00 per share if redeemed on or
after April 30, 2009, and at a declining premium to a price of $25.00
per share if redeemed on or after April 30, 2013. The Series M shares
are not redeemable at the option of the holder. The Series M shares
are convertible by the Bank, on or after April 30, 2009, into common
shares of the Bank, determined by dividing the then applicable
redemption price per Series M share by the greater of $2.00 and 95%
of the average trading price of such common shares at that time. Each
Series M share is convertible by the holder, on or after October 31,
2013, into common shares on the same terms as described above.
By giving at least 40 days of notice prior to the date of conversion to
all holders who have given a conversion notice, the Bank may redeem
or find substitute purchasers at the purchase price of $25.00 cash
per share together with unpaid dividend to the date of conversion.
The Series M shares qualify as Tier 1 capital of the Bank.
Class A First Preferred Shares, Series N
The Series N shares are entitled to quarterly non-cumulative cash divi-
dends, if declared, at a per annum rate of 4.60% per Series N share.
The Series N shares are redeemable by the Bank, subject to regulatory
consent, by payment in cash of $26.00 per share if redeemed on or
after April 30, 2009, and at a declining premium to a price of $25.00
per share if redeemed on or after April 30, 2013. The Series N shares
are not redeemable at the option of the holder. The Series N shares
are convertible by the Bank, on or after April 30, 2009, into common
shares of the Bank, determined by dividing the then applicable
redemption price per Series N share by the greater of $2.00 and 95%
of the average trading price of such common shares at that time.
Preferred shares that are not mandatorily redeemable or that are
not convertible into a variable number of the Bank’s common shares
at the holder’s option, are not classified as liabilities and are presented
in Note 18.
Each Series N share is convertible by the holder, on or after January 31,
2014, into common shares on the same terms as described above.
By giving at least 40 days of notice prior to the date of conversion to
all holders who have given a conversion notice, the Bank may redeem
or find substitute purchasers at the purchase price of $25.00 cash per
share together with unpaid dividend to the date of conversion. The
Series N shares qualify as Tier 1 capital of the Bank.
REIT PREFERRED STOCK
REIT Preferred Stock, Series 2000A
A real estate investment trust, Carolina First Mortgage Loan Trust
(Carolina First REIT), a subsidiary of TD Bank, N.A., issued the Series A
preferred stock (Series 2000A shares). The Series 2000A shares are
entitled to quarterly cumulative cash dividends, if declared, at a per
annum rate of 11.125% per Series 2000A share. The Series 2000A
shares are unsecured and mandatorily redeemable by Carolina First
REIT on January 31, 2031. Each Series 2000A share may be automati-
cally exchanged, without the consent of the holders, into a Series A
preferred stock of TD Bank, N.A. on the occurrence of certain circum-
stances. The Series 2000A shares qualify as Tier 2 capital of the Bank.
REIT Preferred Stock, Series 2002C
Carolina First REIT issued the Series C preferred stock (Series 2002C
shares). The Series 2002C shares are entitled to quarterly cumulative
cash dividends, if declared, at a variable rate equal to the three month
London Interbank Offer Rate (LIBOR) plus 3.50% per Series 2002C
share. The Series 2002C shares are unsecured and mandatorily
redeemable by Carolina First REIT on May 31, 2012. Each Series 2002C
share may be automatically exchanged, without the consent of the
holders, into a Series C preferred stock of TD Bank, N.A. on the
occurrence of certain circumstances.
Liability for Preferred Shares Issued and Outstanding
(millions of shares and millions of Canadian dollars) 2010 2009
Number of shares Amount Number of shares Amount
Class A Preferred shares
Series M 14.0 $ 350 14.0 $ 350
Series N 8.0 200 8.0 200
REIT Preferred Stock
Series 2000A –1 27 – –
Series 2002C –2 5 – –
Total 22.0 $ 582 22.0 $ 550
LIABILITY FOR PREFERRED SHARES
NOTE 15
1
263 shares issued and outstanding.
2
55 shares issued and outstanding.