/NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR FOR
DISSEMINATION IN THE UNITED
STATES/
TORONTO, July 22, 2021 /CNW/ - The Toronto-Dominion Bank
("TD") (TSX: TD) (NYSE: TD) today announced an offering of
C$1.75 billion of 3.600%
Non-Viability Contingent Capital ("NVCC") Additional Tier 1 ("AT1")
Limited Recourse Capital Notes Series 1 (the "LRCNs").
The LRCNs will bear interest at a rate of 3.600 per cent
annually, payable semi-annually, for the initial period ending on,
but excluding, October 31, 2026. Thereafter, the interest rate
on the LRCNs will reset every five years at a rate equal to the
prevailing 5-year Government of Canada Yield plus 2.747 per cent.
The LRCNs will mature on October 31, 2081. The expected
closing date of the offering is July 29, 2021. TD Securities
is acting as lead agent and sole bookrunner on the issue.
Concurrently with the issuance of the LRCNs, TD will issue NVCC
Non-Cumulative 5-Year Fixed Rate Reset Preferred Shares, Series 26
("Preferred Shares Series 26") 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 26 except in
limited circumstances.
TD may redeem the LRCNs during the period from October 1 to and including October 31, commencing in 2026 and every five
years thereafter, with the prior written approval of the
Superintendent of Financial Institutions (Canada), in whole or in part on not less than
15 nor more than 60 days' prior notice.
Net proceeds from this transaction will be used for general
corporate purposes.
The LRCNs have not been, and will not be, registered in the
United States under the United States Securities Act of 1933,
as amended (the "Securities Act"), or the securities laws of
any state of the United States and may not be offered,
sold or delivered, directly or indirectly in the United
States or to, or for the account or benefit of, a "U.S.
person" (as defined in Regulation S under the Securities Act)
absent registration under the Securities Act or an applicable
exemption from such registration requirements. This press release
does not constitute an offer to sell or a solicitation to buy
securities in the United States or in any other
jurisdiction where such offer or solicitation would be
unlawful.
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 fifth
largest bank in North America by assets and serves over
26 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$1.7
trillion in assets on April 30, 2021. The
Toronto-Dominion Bank trades under the symbol "TD" on
the Toronto and New York Stock Exchanges.
SOURCE TD Bank Group