Business Context and Reporting Period
This Form 10-K is an annual report for the fiscal year ended October 31, 2013, filed by Scotiabank Covered Bond Guarantor Limited Partnership. The registrant is a special purpose entity formed by The Bank of Nova Scotia (the Sponsor) to issue covered bonds. The Bank of Nova Scotia acts as the Sponsor, Depositor, Originator, Servicer, and Cash Manager. The filing is a substitute information report under General Instruction J(1) and J(2) of Form 10-K, meaning standard business, financial, and risk sections are omitted as the entity's operations are limited to the covered bond program.
Key Financial Metrics
The filing text does not provide specific numerical values for revenue, profit, cash flow, margins, debt, or liquidity. As a special purpose vehicle for covered bonds, the financial statements and selected financial data (Items 6 and 8) are omitted from this specific filing. The aggregate market value of equity held by non-affiliates is listed as None.
Material Changes
No material changes in financial condition or operations are disclosed in this text, as the document serves as a compliance and structural update rather than a performance report. The filing confirms the continued existence of the Issuing Entity and the roles of the Sponsor and related parties.
Guidance, Risks, and Contingencies
- Legal Proceedings: No legal proceedings are pending against the Issuing Entity, the Sponsor (in its various capacities), or the Bond Trustee that are material to holders of the covered bonds.
- Servicing Compliance: The Bank of Nova Scotia, as Servicer and Cash Manager, has completed a Servicing Assessment Report and an Attestation Report by KPMG LLP. Neither report identified any material instance of noncompliance with applicable servicing criteria.
- Affiliations: The Sponsor owns a 99.95% limited partnership interest in the Issuing Entity. Scotiabank Covered Bond GP Inc. (100% owned by the Sponsor) is the managing general partner. There are no material business relationships outside the ordinary course of business apart from the transaction documents for the covered bonds.
- Risk Factors: Standard risk factor disclosures (Item 1A) are omitted per General Instruction J(1).
Investor Verification Checklist
- Verify the full financial statements and performance metrics in the Bank of Nova Scotia's primary annual report, as this filing omits them.
- Review the attached Servicing Assessment Report (Exhibit 33.1) and Attestation Report (Exhibit 34.1) for detailed compliance data.
- Confirm the terms of the covered bonds in the Prospectus dated August 29, 2013, referenced for capitalized terms.
- Check for any subsequent legal proceedings or changes in the Sponsor's credit rating that could impact the guarantee.