Genesis Trust in $1.82 Billion

Genesis Trust (Genesis)—a special purpose trust which was created to purchase an undivided co-ownership interest in certain variable rate PowerLine line of credit accounts originated by Canada Trustco Mortgage Company (Canada Trustco) and secured by residential mortgages—has issued five series of notes worth a total of $1.82 billion in the past few months.

On January 25, 2000 Genesis completed an initial public offering of $300 million aggregate principal amount of 6.688 per cent PowerLine Receivables-Backed Notes, due January 15, 2003 and $700 million aggregate principal amount of 6.869 per cent PowerLine Notes, due February 15, 2005. State Street Bank and Trust Company provided credit enhancement to the transactions, and the transactions were structured by BMO Nesbitt Burns Inc. BMO Nesbitt Burns Inc. and TD Securities Inc. acted as co-lead underwriters to the transaction.

On March 29, 2000, Genesis Trust, as issuer, Canada Trustco, as seller and administrative agent, and TD Securities Inc., as lead underwriter for an underwriting syndicate which included BMO Nesbitt Burns Inc., RBC Dominion Securities Inc., CIBC World Markets Inc., Scotia Capital Inc., Goldman Sachs Canada Inc., Merrill Lynch Canada Inc. and National Bank Financial Inc., closed three more securitization transactions issuing $820 million principal amount of PowerLine Receivables-Backed Notes. The offers were made by prospectus and are due in 2001, 2003 and 2005 at interest rates of 6.012 per cent, 6.428 per cent and 6.462 per cent respectively. Credit enhancement was provided by State Street Bank & Trust Company for the 2001, and 2003 series, and by Toronto-Dominion Bank for the 2005 series.

In the first and second series of offerings Philip Heath, Randall Pratt and Rani Wong at Osler, Hoskin & Harcourt LLP acted for the underwriting group led by Nesbitt Burns. McCarthy Tétrault acted as counsel for the underwriting syndicate in the subsequent offerings which were led by TD Securities Inc., with the team being comprised of F. Gordon Thompson, F. David Rounthwaite, Marc J. MacMullin, Simon R. Fitzpatrick and Michael K. McConnell (corporate), and Gabrielle M.R. Richards (tax). Davies, Ward & Beck acted as counsel for Genesis Trust and Canada Trustco, with a team comprised of Michael Clifford, Edward Hannah, Sarbjit Basra, Derek Vesey, David White and Brian Calalang (corporate), and Ron Wilson (tax). Thomas J. Litzgus was in-house counsel for Canada Trustco. Russel Kowalyk of Fraser Milner acted as counsel for State Street Bank & Trust Company, and Sandra M. Mundy acted as in-house counsel for The Toronto-Dominion Bank.


David M.R. White Randall W. Pratt Michael W. Clifford Marc J. MacMullin Ronald S. Wilson F. Gordon Thompson Derek R.G. Vesey Philip J.B. Heath Michael K. McConnell Simon R. Fitzpatrick F. David Rounthwaite Sarbjit S. Basra R. Brian Calalang


Davies Ward Phillips & Vineberg LLP Dentons Canada LLP