TORONTO, Oct. 6, 2022
/CNW/ - The Toronto-Dominion Bank ("TD") (TSX: TD) (NYSE: TD) today
announced the pricing of a U.S. public offering of US$1.75 billion 8.125% Fixed Rate Reset
Limited Recourse Capital Notes, Series 3 (Non-Viability Contingent
Capital (NVCC)) (the "LRCNs"). The LRCNs will be registered
with the U.S. Securities and Exchange Commission (the "SEC").
The LRCNs will bear interest at a rate of 8.125 per cent
annually, payable quarterly, for the initial period ending on, but
excluding, October 31, 2027. Thereafter, the interest rate on
the LRCNs will reset every five years at a rate equal to the
prevailing U.S. Treasury Rate plus 4.075 per cent. The LRCNs
will mature on October 31, 2082. The expected closing date of
the offering is October 17, 2022,
subject to customary closing conditions.
Concurrently with the issuance of the LRCNs, TD will issue
1,750,000 Non-Cumulative 8.125% Fixed Rate Reset Preferred
Shares, Series 30 (Non-Viability Contingent Capital (NVCC))
("Preferred Shares Series 30") to be held by Computershare Trust
Company of Canada, as trustee for
TD LRCN Limited Recourse Trust™ (the "Limited Recourse Trust"). In
case of non-payment of interest on or principal of the LRCNs when
due, the recourse of each LRCN holder will be limited to that
holder's proportionate share of the Limited Recourse Trust's
assets, which will consist of Preferred Shares Series 30 except in
limited circumstances.
TD may redeem the LRCNs on October 31,
2027, and once every quarter-end thereafter, with the prior
written approval of the Superintendent of Financial Institutions
(Canada), in whole or in part on
not less than 10 days' and not more than 60 days' prior notice to
the LRCN holders.
The net proceeds from this transaction will be used for general
corporate purposes. The proceeds from this transaction will
qualify as "Additional Tier 1" capital of TD for regulatory
purposes.
TD Securities, Citigroup, Goldman Sachs & Co. LLC,
Santander, Societe Generale and Wells Fargo Securities are the
joint book-running managers on the issue.
A registration statement relating to the offering has been filed
with the SEC and is effective. This press release does not
constitute an offer to sell, or a solicitation of an offer to buy,
these securities in the United States or in any other
jurisdiction where such offer, solicitation or sale would be
unlawful. The offering may be made only by means of a prospectus
supplement and the accompanying prospectus.
Copies of the preliminary prospectus supplement and the
accompanying prospectus for the offering may be obtained free of
charge by visiting EDGAR on the SEC's website at www.sec.gov.
Alternatively, copies of the final prospectus supplement, when
available, and the accompanying prospectus may also be obtained by
contacting TD Securities (USA) LLC
at 1-855-495-9846, Citigroup Global Markets Inc. at 1-800-831-9146,
Goldman Sachs & Co. LLC at 1-866-471-2526, Santander Investment
Securities Inc. at 1-855-403-3636, SG Americas Securities, LLC at
1-800-861-9789, and Wells Fargo Securities, LLC at
1-800-645-3751.
About TD Bank Group
The Toronto-Dominion Bank and its subsidiaries are collectively
known as TD Bank Group ("TD" or the "Bank"). TD is the sixth
largest bank in North America by assets and serves more
than 27 million customers in three key businesses operating in a
number of locations in financial centres around the globe: Canadian
Retail, including TD Canada Trust, TD Auto Finance Canada, TD
Wealth (Canada), TD Direct
Investing, and TD Insurance; U.S. Retail, including TD Bank,
America's Most Convenient Bank®, TD Auto Finance U.S.,
TD Wealth (U.S.), and an investment in The Charles Schwab
Corporation; and Wholesale Banking, including TD Securities. TD
also ranks among the world's leading online financial services
firms, with more than 15 million active online and mobile
customers. TD had CDN$1.8 trillion in assets on July
31, 2022. The Toronto-Dominion Bank trades under the symbol "TD" on
the Toronto and New York Stock Exchanges.
SOURCE TD Bank Group