Toronto, May 26, 2014 -- Moody's assigned a rating of Baa1 (hyb) to The Toronto Dominion Bank's (TD, Aa1 Stable, B/aa3 stable) 3.9% CAD300 million Basel III compliant NVCC rate reset preferred shares series 1. Proceeds from the issuance will be used for general corporate purposes. The NVCC preferred shares provide loss absorption as they are subject to automatic conversion into common shares, based on a predetermined conversion formula, at the point of non-viability, as defined by the Office of the Superintendent of Financial Institutions Canada (OSFI), subject to regulatory discretion. This incremental loss absorption feature is credit positive for holders of senior securities of TD, as a layer of loss absorbing securities will reduce the risk of losses incurred higher in the capital hierarchy if the bank gets into financial distress.

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