Broadway Credit Card Trust Completes Public Offering

On August 5, 2004, Broadway Credit Card Trust completed its public offering of $568,181,818 of credit card receivables-backed three-year term notes. Three classes of notes were issued: $500 million credit card receivables-backed floating rate class A notes, series 2004-3 (FRN), $45,454,545 4.225 per cent credit card receivables-backed class B notes, series 2004-3 and $22,727,273 4.425 per cent credit card receivables-backed class C notes, series 2004-3. Broadway’s FRN offering is the first widely distributed term floating rate credit card asset-backed public offering in Canada.

TD Securities Inc. acted as lead underwriter in respect of the offering of the class A notes. Other syndicate members included Merrill Lynch Canada Inc., CIBC World Markets Inc. and RBC Dominion Securities Inc. TD Securities Inc. and Merrill Lynch Canada Inc. acted as co-underwriters in respect of the offering of the class B and C notes.

The Citi legal team was directed by Charles Alexander, vice-president and general counsel of Citibank Canada, and Robert Fleig, vice-president and general counsel of Citi Cards Canada Inc. Blake, Cassels & Graydon LLP acted as outside counsel to Citi Cards Canada Inc., Citibank Canada and Broadway Credit Card Trust with a team that included Stephen Ashbourne, Teresa Budd, Martin Fingerhut, Jennifer McCormick, Michelle Schwartzberg, Mark Selick and Peter Viitre, with tax advice from Paul Tamaki.

The underwriters were represented by Marc MacMullin, François Gilbert, Dean Masse and Gabrielle Richards of McCarthy Tétrault LLP.