Toronto-dominion Bank · TSX:TD
Toronto-dominion Bank — TD Bank Group — Merger or Acquisition (August 2022)
11 slides from Toronto-dominion Bank's merger presentation, Aug 2, 2022
Slide 1: TD to Acquire Cowen
TD Bank Group TD to Acquire Cowen August 2, 2022
Slide 2: Caution Regarding Forward-Looking Statements & Non-GAAP Financial Measures
Caution Regarding Forward-Looking Statements & Non-GAAP Financial Measures Forward-Looking Statements This communication contains certain “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933, as amended (th
Slide 3: Strategic Expansion of TD Securities' U.S. Capabilities & Scale Accelerates Growth
Strategic Expansion of TD Securities' U.S. Capabilities & Scale Accelerates Growth ◼ Combination with Cowen positions TD Securities as an integrated dealer with strong presence in Positions TD Securities corporate & investment banking and global markets as an Integrated Dealer ◼ Full suite of produc
Slide 4: Acquisition of Cowen Creates a Leading Integrated North American Dealer
Acquisition of Cowen Creates a Leading Integrated North American Dealer Equity Capital Markets ✓ ✓ New Capabilities Equity Sales, Trading & Execution ✓ ✓ Equity Research ✓ ✓ Industry & Sponsors Coverage ✓ ✓ ✓ Increased Mergers & Acquisitions ✓ ✓ ✓ Depth Leveraged Finance & Private Capital ✓ ✓ ✓ Prim
Slide 5: Creates Expanded Wholesale Platform with Significant Global Growth Potential
Creates Expanded Wholesale Platform with Significant Global Growth Potential… 1 2,3 3 Global Revenue C$4.8 Billion C$2.0 Billion C$6.8 Billion 1 3 3 U.S. Revenue US$1.1 Billion US$1.3 Billion US$2.4 Billion 4 Cities 16 29 40 Employees ~5,000 ~1,700 More than 6,500 5 Managing Directors 285 ~300 ~585
Slide 6: Allowing the Combined Organization to Better Serve its Clients
… Allowing the Combined Organization to Better Serve its Clients Equities Research Capital Markets ◼ Adds Cowen's U.S. equities ◼ Creates a North American ◼ Creates integrated equity capital capabilities to TD Securities' research leader, with markets platform to support global sales, trading and ap
Slide 7: Shared Vision for Culture and Talent Will Drive Success of Combined Organization
Shared Vision for Culture and Talent Will Drive Success of Combined Organization TD Framework Cowen's Core Values Execute Own Innovate Vision Empathy Think Customer Develop Tenacious Sustainability Teamwork ◼ TD Securities and Cowen are purpose-driven and forward-focused ◼ Organizations share a winn
Slide 8: Transaction Summary
Transaction Summary ◼ US$39.00 per common share / US$1.3 billion in aggregate Purchase Price and ◼ 100% cash consideration Consideration ◼ Represents 1.7x Cowen tangible book value and 8.1x Cowen 2023E earnings of US$156 million 1 ◼ Transaction expected to be CET1 capital neutral when combined with
Slide 9: TD to Acquire Cowen
TD to Acquire Cowen Positions TD Securities as an Integrated Dealer with Full Suite of Cross-Border Capabilities Cowen is a Premier U.S. Equities and Research Platform Adds Scale and Industry Expertise in U.S. Capital Markets and M&A Advisory Financially Attractive and Enhances Long-Term Growth Stro
Slide 10: Appendix
Appendix 10
Slide 11: Glossary of Financial Terms
Glossary of Financial Terms ◼ Adjusted Results: The forward-looking estimated adjusted results presented in this document are based on median analyst consensus estimates of TD Bank's, Cowen's and Schwab's future adjusted results, and we caution that the methodology applied by analysts to estimate th