Date Closed

December 27, 2013

Lead Office

Toronto

Value

3.30 Billion CAD

On December 27, 2013, Canadian Imperial Bank of Commerce (CIBC), TD Bank Group (TD) and Aimia Inc. confirmed that CIBC sold approximately 50% of its existing Aerogold VISA portfolio, consisting primarily of credit card-only customers, to TD Bank Group.

TD Bank Group will become the primary issuer of Aeroplan Visa credit cards on January 1, 2014. CIBC has retained the Aerogold VISA credit card accounts held by clients with broader banking relationships at CIBC. In addition, CIBC and Aimia have entered into a 10-year agreement, under which CIBC will continue to be an issuer of Aeroplan-related travel credit cards, and CIBC Aerogold clients will benefit from Aeroplan's enhanced rewards program.

As consideration for the sale, CIBC received approximately C$3.5 billion, representing the amount of the credit card receivables from the sold portfolio (approximately C$3.3 billion) plus C$200 million, of which C$50 million was paid by TD Bank Group and the balance was paid by Aimia. In addition, CIBC will receive payments from TD Bank Group of approximately C$37.5 million per year in each of the next three years.

Aeroplan began in 1984 as a promotional tool for business travelers on Air Canada. The CIBC Aerogold Visa was initiated in 1991.

CIBC, headquartered in Toronto, is Canada's fifth biggest lender.

TD Bank Group, headquartered in Toronto, is the second largest bank in Canada.

Aimia, originally founded by Air Canada in 1984 as Aeroplan, is a global loyalty program management company with headquarters in Montréal.

McCarthy Tétrault represented CIBC in the transaction with a team led by Gary Girvan and including David Woollcombe, Matthew Kelleher, Danny Saposnik, Robert Hansen, Heidi Gordon, Matthew Peters, Matthew Cumming, Tyler McAuley, Gabrielle Richards, Brian Pel, Oliver Borgers, Dean Masse and Ian Bies.