Portion of proceeds to be allocated toward normal course
issuer bid
TORONTO, Feb. 10,
2025 /CNW/ - TD Bank Group ("TD" or the "Bank") (TSX:
TD) (NYSE: TD) today announced its intent to sell its entire equity
investment in The Charles Schwab Corporation ("Schwab") (NYSE:
SCHW) through a registered offering and share repurchase by Schwab.
TD will continue to have a business relationship with Schwab
through the Insured Deposit Account (IDA) Agreement.
TD currently holds 184.7 million shares of Schwab's common
stock, representing 10.1% economic ownership. Schwab has agreed to
repurchase US$1.5 billion of its
shares from TD conditional on completion of the offering.
A preliminary prospectus supplement relating to the secondary
offering of Schwab shares held by TD will be filed by Schwab with
the U.S. Securities and Exchange Commission (the "SEC"). TD
Securities and Goldman Sachs will be acting as joint bookrunning
managers on the offering.
"As part of our strategic review, we have been evaluating
capital allocation and have made the decision to exit our Schwab
investment. We are very pleased with the strong return we are
generating on the Schwab shares we acquired in 2020," said
Raymond Chun, Group President and
Chief Executive Officer, TD Bank Group.
"We are confident in TD's growth opportunities and long-term
potential, and we plan to use C$8
billion of the proceeds to repurchase our stock. We will
invest the balance of the proceeds in our businesses to further
support our customers and clients, drive performance and accelerate
organic growth."
TD will continue to manage its capital prudently and strengthen
its infrastructure. Additional details on the Bank's normal course
issuer bid have been provided in a separate news release issued
this morning. TD will host a conference call tomorrow; details are
available below.
This press release shall not constitute an offer to sell or the
solicitation of an offer to buy, nor shall there be any sale of
these securities in any state or jurisdiction in which such offer,
solicitation, or sale would be unlawful prior to registration or
qualification under the securities laws of any such state or
jurisdiction.
The shares are being offered pursuant to an automatically
effective shelf registration statement (including a base
prospectus) that has been filed by Schwab with the SEC. A
preliminary prospectus supplement relating to and describing the
terms of the offering will be filed by Schwab with the SEC and will
be available on the SEC website at www.sec.gov. Alternatively,
copies of the preliminary prospectus supplement and accompanying
prospectus may be obtained from: TD Securities (USA) LLC, 1 Vanderbilt Avenue, New York, NY 10017, telephone: 1 (855)
495-9846 or by email at TD.ECM_Prospectus@tdsecurities.com; or (ii)
Goldman Sachs & Co. LLC, Attn: Prospectus Department, 200 West
Street, New York, NY 10282,
telephone: 1 (866) 471-2526, facsimile: (212) 902-9316 or by email
at Prospectus-ny@ny.email.gs.com.
Conference call
TD Bank Group will host a conference call on Tuesday,
February 11, 2025 at 8:00 a.m. ET. The call will be audio
webcast live through TD's website. Call details are as follows:
Audio
webcast: https://td.streamme.ca/tdconferencecall021125
Participants:
Toll-free dial-in
number
1-800-806-5484
(Canada/US):
Local dial-in
number:
416-340-2217
Participant
passcode:
8070122#
The audio webcast will be archived at www.td.com/investor. A
replay of the teleconference will be available from 5:00 p.m. ET on February
11, 2025, until 11:59 p.m. ET
on February 26, 2025 by calling
905-694-9451 or 1-800-408-3053 (toll free) and the passcode is
3193362#.
Caution Regarding Forward-Looking Statements
From time to time, the Bank (as defined in this document) makes
written and/or oral forward-looking statements, including in this
document, in other filings with Canadian regulators or the
United States (U.S.) Securities and Exchange Commission
("SEC"), and in other communications. In addition, representatives
of the Bank may make forward-looking statements orally to analysts,
investors, the media, and others. All such statements are made
pursuant to the "safe harbour" provisions of, and are intended to
be forward-looking statements under, applicable Canadian and U.S.
securities legislation, including the U.S. Private Securities
Litigation Reform Act of 1995. Forward-looking statements include,
but are not limited to, statements made in this document, the
Management's Discussion and Analysis ("2024 MD&A") in the
Bank's 2024 Annual Report under the heading "Economic Summary and
Outlook", under the headings "Key Priorities for 2025" and
"Operating Environment and Outlook" for the Canadian Personal and
Commercial Banking, U.S. Retail, Wealth Management and Insurance,
and Wholesale Banking segments, and under the heading "2024
Accomplishments and Focus for 2025" for the Corporate segment, and
in other statements regarding the Bank's objectives and priorities
for 2025 and beyond and strategies to achieve them, the regulatory
environment in which the Bank operates, and the Bank's anticipated
financial performance.
Forward-looking statements are typically identified by words
such as "will", "would" "should", "believe", "expect",
"anticipate", "intend", "estimate", "plan", "goal", "target",
"may", and "could". By their very nature, these forward-looking
statements require the Bank to make assumptions and are subject to
inherent risks and uncertainties, general and specific. Especially
in light of the uncertainty related to the physical, financial,
economic, political, and regulatory environments, such risks and
uncertainties – many of which are beyond the Bank's control and the
effects of which can be difficult to predict – may cause actual
results to differ materially from the expectations expressed in the
forward-looking statements.
Risk factors that could cause, individually or in the aggregate,
such differences include: strategic, credit, market (including
equity, commodity, foreign exchange, interest rate, and credit
spreads), operational (including technology, cyber security
process, systems, data, third-party, fraud,
infrastructure, insider and conduct), model, insurance, liquidity,
capital adequacy, legal and regulatory compliance (including
financial crime), reputational, environmental and social, and other
risks. Examples of such risk factors include general business and
economic conditions in the regions in which the Bank operates
(including the economic, financial, and other impacts of
pandemics); geopolitical risk; inflation, interest rates and
recession uncertainty; regulatory oversight and compliance
risk; risks associated with the Bank's ability to satisfy the terms
of the global resolution of the investigations into the Bank's U.S.
Bank Secrecy Act (BSA)/anti-money laundering (AML) program; the
impact of the global resolution of the investigations into
the Bank's U.S. BSA/AML program on the Bank's businesses,
operations, financial condition, and reputation; the ability of the
Bank to execute on long-term strategies, shorter-term key strategic
priorities, including the successful completion of acquisitions and
dispositions and integration of acquisitions, the ability of the
Bank to achieve its financial or strategic objectives with respect
to its investments, business retention plans, and other strategic
plans; technology and cyber security risk (including cyber-attacks,
data security breaches or technology failures) on the Bank's
technologies, systems and networks, those of the Bank's customers
(including their own devices), and third parties providing services
to the Bank; data risk; model
risk; fraud activity; insider risk; conduct
risk; the failure of third parties to comply with their obligations
to the Bank or its affiliates, including relating to the care and
control of information, and other risks arising from the Bank's use
of third-parties; the impact of new and changes to, or application
of, current laws, rules and regulations, including without
limitation consumer protection laws and regulations, tax laws,
capital guidelines and liquidity regulatory guidance; increased
competition from incumbents and new entrants (including Fintechs
and big technology competitors); shifts in consumer attitudes and
disruptive technology; environmental and social risk (including
climate-related risk); exposure related to litigation and
regulatory matters; ability of the Bank to attract, develop, and
retain key talent; changes in foreign exchange rates, interest
rates, credit spreads and equity prices; downgrade, suspension or
withdrawal of ratings assigned by any rating agency, the value and
market price of the Bank's common shares and other securities may
be impacted by market conditions and other factors; the
interconnectivity of Financial Institutions including existing and
potential international debt crises; increased funding costs and
market volatility due to market illiquidity and competition for
funding; critical accounting estimates and changes to accounting
standards, policies, and methods used by the Bank; and the
occurrence of natural and unnatural catastrophic events and claims
resulting from such events.
The Bank cautions that the preceding list is not exhaustive of
all possible risk factors and other factors could also adversely
affect the Bank's results. For more detailed information, please
refer to the "Risk Factors and Management" section of the 2024
MD&A, as may be updated in subsequently filed quarterly reports
to shareholders and news releases (as applicable) related to any
events or transactions discussed under the headings "Significant
Events" or "Significant and Subsequent Events" in the relevant
MD&A, which applicable releases may be found
on www.td.com.
All such factors, as well as other uncertainties and potential
events, and the inherent uncertainty of forward-looking statements,
should be considered carefully when making decisions with respect
to the Bank. The Bank cautions readers not to place undue reliance
on the Bank's forward-looking statements. Material economic
assumptions underlying the forward-looking statements contained in
this document are set out in this document, as well as the 2024
MD&A under the headings "Economic Summary and Outlook" and
"Significant Events", under the headings "Key Priorities for 2025"
and "Operating Environment and Outlook" for the Canadian Personal
and Commercial Banking, U.S. Retail, Wealth Management and
Insurance, and Wholesale Banking segments, and under the heading
"2024 Accomplishments and Focus for 2025" for the Corporate
segment, each as may be updated in subsequently filed quarterly
reports to shareholders. In addition, with respect to the Bank's
estimates regarding investment rate of return, assumptions have
been made with respect to foreign exchange fluctuations.
Any forward-looking statements contained in this document
represent the views of management only as of the date hereof and
are presented for the purpose of assisting the Bank's shareholders
and analysts in understanding the Bank's financial position,
objectives and priorities and anticipated financial performance as
at and for the periods ended on the dates presented, and may not be
appropriate for other purposes. The Bank does not undertake to
update any forward-looking statements, whether written or oral,
that may be made from time to time by or on its behalf, except as
required under applicable securities legislation.
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 over
27.9 million customers in four key businesses operating in a number
of locations in financial centres around the globe: Canadian
Personal and Commercial Banking, including TD Canada Trust and TD
Auto Finance Canada; U.S. Retail, including TD Bank, America's Most
Convenient Bank®, TD Auto Finance U.S., and TD Wealth (U.S.);
Wealth Management and Insurance, including TD Wealth (Canada), TD Direct Investing, and TD
Insurance; and Wholesale Banking, including TD Securities and TD
Cowen. TD also ranks among the world's leading online financial
services firms, with more than 17 million active online and mobile
customers. TD had $2.06 trillion in assets
on October 31, 2024. The Toronto-Dominion Bank trades under
the symbol "TD" on the Toronto and New York Stock
Exchanges.
SOURCE TD Bank Group
