Manulife Financial Completes $1.2B Debentures Offering

On December 14, 2006, Manulife Finance (Delaware), LP, an indirect wholly owned subsidiary of Manulife Financial Corporation (MFC), completed an offering of $550 million principal amount of 4.448 per cent fixed/floating senior debentures due December 15, 2026 (fully and unconditionally guaranteed on a senior basis by MFC) and $650 million principal amount of 5.059 per cent fixed/floating subordinated debentures due December 15, 2041 (fully and unconditionally guaranteed on a subordinated basis by MFC). The debentures were issued under a short-form prospectus dated December 8, 2006 through an agency syndicate jointly led by Scotia Capital Inc. and RBC Dominion Securities Inc. The offering of subordinated debentures was the first innovative Tier 2b capital offering in Canada.

Manulife Financial is a Canadian-based financial services group that operates as Manulife Financial in Canada and Asia, and primarily through John Hancock in the United States.

Manulife LP and MFC were represented in-house by Richard Lococo (senior vice president and deputy general counsel), Bill Dawson (vice president and chief regulatory counsel), David Kerr (assistant vice president and senior counsel) and Anthony Coulthard (counsel). Torys LLP represented Manulife LP and MFC with a team that included David Seville, Sharon Geraghty, Cornell Wright, Sue-Anne Fox, Jon Reay, Ray Archer and Stephen Jaggers (Canadian corporate and securities); Blair Keefe (insurance regulatory); Andy Beck (US corporate and securities); Jim Welkoff (tax); Peter Keenan and Pam Petree (US tax); Tom Zverina (lending); and Bill Estey (opinions).

Davies Ward Phillips & Vineberg LLP represented the agents with a team that included Patricia Olasker, Mindy Gilbert and Andrea Jeffery (corporate and securities) and John Zinn and Raj Juneja (tax) in Toronto and Gerald Shepherd (US corporate and securities) and Peter Glicklich and Candice Turner (US tax) in New York.


David A. Seville Peter A. Glicklich Gerald D. Shepherd Mindy B. Gilbert Sharon C. Geraghty John Zinn Cornell C.V. Wright Blair W. Keefe Raj Juneja Wilfred M. Estey Peter Keenan James W. Welkoff Candice Turner Patricia L. Olasker Andrew J. Beck Tom Zverina Sue-Anne Fox


Torys LLP Davies Ward Phillips & Vineberg LLP