TD Bank 2014 Annual Report Download - page 186

TD BANK GROUP ANNUAL REPORT 2014 FINANCIAL RESULTS184
Class A First Preferred Shares, Series P
On November 1, 2007, the Bank issued 10 million Class A First
Preferred Shares, Series P (Series P shares) for gross cash consideration
of $250 million. Quarterly non-cumulative cash dividends, if declared,
will be paid at a per annum rate of 5.25% per Series P share. The
Series P shares are redeemable by the Bank, subject to regulatory
consent, by payment in cash of $26 per share if redeemed on or after
November 1, 2012, and decreasing by $0.25 each twelve-month period
thereafter to $25 per share if redeemed on or after October 31, 2016.
Class A First Preferred Shares, Series Q
On January 31, 2008, the Bank issued 8 million Class A First Preferred
Shares, Series Q (Series Q shares) for gross cash consideration of
$200 million. Quarterly non-cumulative cash dividends, if declared,
will be paid at a per annum rate of 5.60% per Series Q share. The
Series Q shares are redeemable by the Bank, subject to regulatory
consent, by payment in cash of $26 per share if redeemed on or after
January 31, 2013, and decreasing by $0.25 each twelve-month period
thereafter to $25 per share if redeemed on or after January 31, 2017.
Class A First Preferred Shares, Series R
On March 12, 2008, the Bank issued 10 million Class A First Preferred
Shares, Series R (Series R shares) for gross cash consideration of
$250 million. Quarterly non-cumulative cash dividends, if declared, will
be paid at a per annum rate of 5.60% per Series R share. The Series R
shares are redeemable by the Bank, subject to regulatory consent, by
payment in cash of $26 per share if redeemed on or after April 30,
2013, and decreasing by $0.25 each twelve-month period thereafter
to $25 per share if redeemed on or after April 30, 2017.
5-Year Rate Reset Preferred Shares, Series S
On June 11, 2008, the Bank issued 10 million non-cumulative 5-Year
Rate Reset Preferred Shares, Series S (Series S shares) for gross cash
consideration of $250 million. Quarterly non-cumulative cash divi-
dends, if declared, will be paid at a per annum rate of 3.371% for the
period from and including July 31, 2013, to but excluding July 31,
2018. Thereafter, the dividend rate will reset every five years to equal
the then five-year Government of Canada bond yield plus 1.60%.
Holders of the Series S shares will have the right to convert all or any
part of their shares into non-cumulative Floating Rate Preferred Shares,
Series T, subject to certain conditions, on July 31, 2018, and on July 31
every five years thereafter and vice versa. The Series S shares are
redeemable by the Bank for cash, subject to regulatory consent, at
$25 per share on July 31, 2018, and on July 31 every five years there-
after. On July 31, 2013, the Bank converted 4.6 million of its 10 million
Series S shares, on a one-for-one basis, into non-cumulative Floating
Rate Preferred Shares, Series T.
Floating Rate Preferred Shares, Series T
On July 31, 2013, the Bank issued 4.6 million non-cumulative Floating
Rate Preferred Shares, Series T (Series T shares) in a gross amount of
$115 million through a one-for-one conversion of some of its Series S
shares. Floating rate non-cumulative cash dividends, if declared, will be
payable quarterly for the period from and including July 31, 2013, to
but excluding July 31, 2018. The dividend rate for a quarterly period
will be equal to the then 90-day Government of Canada Treasury Bill
yield plus 1.60%. Holders of the Series T shares will have the right to
convert all or any part of their shares into Series S shares, subject to
certain conditions, on July 31, 2018, and on July 31 every five years
thereafter and vice versa. The Series T shares are redeemable by the
Bank for cash, subject to regulatory consent, at (1) $25 per share on
July 31, 2018, and on July 31 every five years thereafter, or (2) $25.50
in the case of redemptions on any other date on or after July 31, 2013.
5-Year Rate Reset Preferred Shares, Series Y
On July 16, 2008, the Bank issued 10 million non-cumulative 5-Year
Rate Reset Preferred Shares, Series Y (Series Y shares) for gross cash
consideration of $250 million. Quarterly non-cumulative cash divi-
dends, if declared, will be paid at a per annum rate of 3.5595% for
the period from and including October 31, 2013, to but excluding
October 31, 2018. Thereafter, the dividend rate will reset every five
years to equal the then five-year Government of Canada bond yield
plus 1.68%. Holders of the Series Y shares will have the right to
convert their shares into non-cumulative Floating Rate Preferred
Shares, Series Z, subject to certain conditions, on October 31, 2018,
and on October 31 every five years thereafter and vice versa. The
Series Y shares are redeemable by the Bank for cash, subject to
regulatory consent, at $25 per share on October 31, 2018, and on
October 31 every five years thereafter. On October 31, 2013, the Bank
converted 4.5 million of its 10 million Series Y shares, on a one-for-one
basis, into non-cumulative Floating Rate Preferred Shares, Series Z.
Floating Rate Preferred Shares, Series Z
On October 31, 2013, the Bank issued 4.5 million non-cumulative
Floating Rate Preferred Shares, Series Z (Series Z shares) in a gross
amount of $113 million through a one-for-one conversion of some
of its Series Y shares. Floating rate non-cumulative cash dividends, if
declared, will be payable quarterly for the period from and including
October 31, 2013, to but excluding October 31, 2018. The dividend
rate for a quarterly period will be equal to the then 90-day Govern-
ment of Canada Treasury Bill yield plus 1.68%. Holders of the Series Z
shares will have the right to convert all or any part of their shares into
Series Y shares, subject to certain conditions, on October 31, 2018,
and on October 31 every five years thereafter and vice versa. The
Series Z shares are redeemable by the Bank for cash, subject to
regulatory consent, at (1) $25 per share on October 31, 2018, and
on October 31 every five years thereafter, or (2) $25.50 in the case
of redemptions on any other date on or after October 31, 2013.
5-Year Rate Reset Preferred Shares, Series 1
On June 4, 2014, the Bank issued 20 million non-cumulative 5-Year
Rate Reset Preferred Shares, Series 1 (Series 1 shares) for gross cash
consideration of $500 million. Quarterly non-cumulative cash divi-
dends, if declared, will be paid at a per annum rate of 3.90% for the
initial period from and including June 4, 2014, to but excluding
October 31, 2019. Thereafter, the dividend rate will reset every five
years to equal the then five-year Government of Canada bond yield
plus 2.24%. Holders of the Series 1 shares will have the right to
convert their shares into non-cumulative Floating Rate Preferred
Shares, Series 2 (Series 2 shares), subject to certain conditions, on
October 31, 2019, and on October 31 every five years thereafter and
vice versa. The Series 1 shares are redeemable by the Bank for cash,
subject to regulatory consent, at $25 per share on October 31, 2019,
and on October 31 every five years thereafter. If the NVCC Provisions
were to be triggered, the maximum number of common shares that
could be issued based on the formula for conversion applicable to
the Series 1 shares, and assuming there are no declared and unpaid
dividends on the Series 1 shares or Series 2 shares, as applicable,
would be 100 million.