Registration Statement No. 333-264388
Filed Pursuant to Rule 424(b)(5)
The information in this preliminary prospectus supplement is not
complete and may be changed. This preliminary prospectus supplement is not an offer to sell these securities and is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.
Preliminary Prospectus Supplement, subject to
completion, dated July 9, 2024
PROSPECTUS SUPPLEMENT dated , 2024
(to prospectus dated May 26, 2022)
US$
% Fixed Rate Reset Limited Recourse Capital Notes, Series 5
(Non-Viability Contingent Capital (NVCC))
(Subordinated Indebtedness)
Non-Cumulative 5-Year Fixed Rate Reset Class B Preferred
Shares, Series 54
(Non-Viability Contingent Capital (NVCC))
We are offering US$ aggregate principal amount of our % Fixed Rate Reset Limited Recourse Capital Notes,
Series 5 (Non-Viability Contingent Capital (NVCC)) (Subordinated Indebtedness) (the Notes). The Notes will mature on , 2084 (the Maturity
Date). The Notes shall bear interest on their principal amount (i) from and including , 2024, to, but excluding, , 2034 (the Initial Interest Reset Date) at a
rate of % per annum, and (ii) during the period from and including the Initial Interest Reset Date to, but excluding, the next Interest Reset Date (as defined herein) and each five-year period thereafter from and including such
Interest Reset Date to, but excluding, the next Interest Reset Date or the Maturity Date, as applicable (each such period, a Rate Reset Period), at a rate per annum equal to the U.S. Treasury Rate (as defined herein) on the third
business day immediately preceding the applicable Interest Reset Date plus %. We will pay interest on the Notes quarterly in arrears on , , and
of each year, commencing , 2024.
This prospectus supplement, together with the
accompanying prospectus, dated May 26, 2022, also relates to the offering of of our Non-Cumulative 5-Year Fixed Rate Reset
Class B Preferred Shares, Series 54 (Non-Viability Contingent Capital (NVCC)) (the Preferred Shares), with a face amount of US$1,000 per share, to be issued to the Limited Recourse
Trustee (as defined herein), as trustee of the Limited Recourse Trust (as defined herein), in connection with the issuance of the Notes. The Preferred Shares offered hereby will be issued prior to the closing of the offering of the Notes.
The Notes are intended to qualify as our Additional Tier 1 capital within the meaning of the regulatory capital adequacy
requirements to which we are subject. In the event of a non-payment by us of the principal amount of, interest on, or Redemption Price (as defined herein) for, the Notes when due, the sole remedy of holders of
Notes (each, a Noteholder) for any claims against us shall be the delivery to such Noteholders of their proportionate share of the Limited Recourse Trust Assets (as defined herein) held in respect of the Notes, which
initially shall consist of the Preferred Shares. See Description of the NotesLimited Recourse.
The
Notes will be our direct unsecured debt obligations constituting subordinated indebtedness within the meaning of the Bank Act (Canada) (the Bank Act). If we become insolvent or are
wound-up (prior to the occurrence of a Trigger Event (as defined herein)), the Notes will rank: (a) subordinate in right of payment to the prior payment in full of all Higher Ranked Indebtedness (as
defined herein) and, (b) in right of payment, equally with and not prior to the Junior Subordinated Indebtedness (as defined herein) (other than the Junior Subordinated Indebtedness which by its terms ranks subordinate to the Notes), in each
case, from time to time outstanding, and will be subordinate in right of payment to all of our deposit liabilities and our other unsubordinated creditors, subject to the limited recourse feature described herein. Upon the occurrence of a Recourse
Event (as defined herein), including an event of default in respect of the Notes, the sole remedy of a Noteholder will be recourse to such Noteholders proportionate share of the Limited Recourse Trust Assets held in respect of the Notes, and
all claims of the Noteholders against the Bank under the Notes will be extinguished upon receipt of such Limited Recourse Trust Assets. If the Limited Recourse Trust Assets that are delivered to the Noteholders under such circumstances comprise
Preferred Shares or our common shares (Common Shares), such Preferred Shares or Common Shares will rank on parity with all our other Class B preferred shares or Common Shares, as applicable. See Description of the
Notes and Description of the Preferred Shares.
We may, at our option, redeem the Notes, with the prior written
approval of the Superintendent of Financial Institutions (Canada) (the Superintendent) and without the consent of the Noteholders, in whole or in part, on not less than 10 days and not more than 60 days prior notice to
the registered Noteholders, on the Initial Interest Reset Date and on each , , and thereafter, at the Redemption Price. We may also, at our
option, with the prior written approval of the Superintendent and without the consent of the Noteholders, redeem the Notes, in whole but not in part, on not less than 10 days and not more than 60 days prior notice to the registered
Noteholders (i) at any time following a Regulatory Event Date (as defined herein) or (ii) at any time following the occurrence of a Tax Event Date (as defined herein), in each case at the Redemption Price. In addition, upon any redemption
by the Bank of the Preferred Shares held in the Limited Recourse Trust in accordance with their terms prior to the Maturity Date (such redemption will be subject to the prior written approval of the Superintendent), outstanding Notes with an
aggregate principal amount equal to the aggregate face amount of Preferred Shares redeemed by the Bank shall automatically and immediately be redeemed. See Description of the Notes and Description of the Preferred
Shares.
Prior to this offering, there has been no public market for the Notes. We do not intend to apply for listing of the Notes
or the Preferred Shares on any securities exchange or for inclusion in any automated quotation system and, consequently, there is no market through which the Notes (or the Preferred Shares upon delivery of the Limited Recourse Trust Assets) may be
sold and purchasers may not be able to resell the Notes purchased under this prospectus supplement (or the Preferred Shares upon delivery of the Limited Recourse Trust Assets).
Investing in the Notes (and Preferred Shares and Common Shares upon delivery of the Limited Recourse Trust Assets, including upon the
occurrence of a Trigger Event) involves risks, including the risks described in the Risk Factors section on page S-20 of this prospectus supplement and those described
in managements discussion and analysis of financial condition and results of operations in our Annual Report on Form 40-F for the year ended October 31, 2023, and in subsequent quarterly reports to
shareholders on Form 6-Ks, which are incorporated by reference in this prospectus supplement and the accompanying prospectus.
Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of the Notes or the Preferred
Shares or passed upon the adequacy or accuracy of this prospectus supplement or the accompanying prospectus. Any representation to the contrary is a criminal offense.
The Notes will not constitute savings accounts, deposits or other obligations that are insured by the United States Federal Deposit Insurance
Corporation, the Deposit Insurance Fund, the Canada Deposit Insurance Corporation (the CDIC) or any other governmental agency or under the Canada Deposit Insurance Corporation Act (Canada), the
Bank Act or any other deposit insurance regime designed to ensure the payment of all or a portion of a deposit upon the insolvency of the deposit taking financial institution.
The Notes will not be subject to Bail-In Conversion (as defined herein).
|
|
|
|
|
|
|
|
|
Price to Public(1) |
|
Underwriting Commission |
|
Proceeds, before expenses, to
the Bank |
Per Note |
|
% |
|
% |
|
% |
Total |
|
US$ |
|
US$ |
|
US$ |
(1) |
Plus accrued interest, if any, from , 2024, if settlement occurs after that date.
|
The underwriters expect to deliver the Notes through the book-entry delivery system of The Depository Trust Company and
its direct and indirect participants, including Euroclear Bank S.A./N.V. and Clearstream Banking, société anonyme, on or about , 2024.
|
|
|
|
|
BMO Capital Markets |
|
BofA Securities |
|
Citigroup |
Goldman Sachs & Co. LLC |
|
Truist Securities |
|
UBS Investment Bank |
The date of this prospectus supplement is , 2024.