Business Context and Reporting Period
This Form 10-K is an annual report for the fiscal year ended October 31, 2018, filed by Scotiabank Covered Bond Guarantor Limited Partnership (the Issuing Entity). 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 Issuing Entity is incorporated in Ontario, Canada, and is classified as a non-accelerated filer.
Key Financial Metrics
The filing text does not provide specific numerical values for revenue, profit, cash flow, margins, debt, or liquidity. This report is a substitute filing under General Instruction J(1) to Form 10-K, which omits standard financial statements and selected financial data. Instead, it focuses on regulatory compliance regarding the covered bond structure.
- Revenue/Profit: Not provided in this filing.
- Debt/Liquidity: Not provided in this filing.
- Ownership Structure: The Sponsor owns a 99.95% limited partnership interest in the Issuing Entity. Scotiabank Covered Bond GP Inc. owns a 0.0495% general partnership interest, and 8429057 Canada Inc. owns a 0.0005% general partnership interest.
Material Changes
The filing does not contain comparative financial data or a discussion of material changes in financial condition versus the prior period. The document serves to confirm the ongoing status of the covered bond program and compliance with Regulation AB rather than to report operational changes.
Guidance, Outlook, Risks, and Contingencies
Legal Proceedings: The filing states that no legal proceedings are known to be pending against the Sponsor, Originator, Servicer, Cash Manager, Issuing Entity, or Bond Trustee that are material to holders of the covered bonds. No proceedings are known to be contemplated by governmental authorities.
Compliance and Servicing: The Bank of Nova Scotia, as Servicer and Cash Manager, has completed a Servicing Assessment Report and an Attestation Report by an independent registered public accounting firm (KPMG LLP). Neither report identified any material instance of noncompliance with applicable servicing criteria. The Servicer complied in all material respects with its obligations.
Risk Factors: Standard risk factor disclosures (Item 1A) were omitted in accordance with General Instruction J(1).
Investor Verification Checklist
- Verify the full financial statements and performance metrics of The Bank of Nova Scotia (the Sponsor) in its primary annual report, as this filing omits such data.
- Review the attached Servicing Assessment Report (Exhibit 33.1) and Attestation Report (Exhibit 34.1) for detailed compliance findings.
- Confirm the status of the Covered Bonds and the specific terms outlined in the Prospectus dated August 20, 2014, referenced in the filing.
- Check for any updates to the Annual Servicer Compliance Statement (Exhibit 35.1) for the period ended October 31, 2018.