TORONTO, June 24,
2024 /CNW/ - The Toronto-Dominion Bank ("TD")
(TSX: TD) (NYSE: TD) today announced the pricing of a U.S. public
offering of US$750
million 7.250% Fixed Rate Reset Limited Recourse Capital
Notes, Series 4 (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 7.250 per cent
annually, payable quarterly, for the initial period ending on, but
excluding, July 31, 2029.
Thereafter, the interest rate on the LRCNs will reset every five
years at a rate equal to the prevailing U.S. Treasury Rate plus
2.977 per cent. The LRCNs will mature on July 31, 2084. The expected closing date of the
offering is July 3, 2024, subject to
customary closing conditions.
Concurrently with the issuance of the LRCNs, TD will issue
750,000 Non-Cumulative 7.250% Fixed Rate Reset Preferred
Shares, Series 31 (Non-Viability Contingent Capital (NVCC))
("Preferred Shares Series 31") 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 31 except in
limited circumstances.
TD may redeem the LRCNs on July 31,
2029, 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, which may include the redemption of
outstanding capital securities and/or the repayment of other
outstanding liabilities. The proceeds from this transaction are
expected to qualify as "Additional Tier 1" capital of TD for
regulatory purposes.
TD Securities, Citigroup, Goldman Sachs & Co. LLC, Wells
Fargo Securities, Truist Securities and US Bancorp 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, Wells Fargo
Securities, LLC at 1-800-645-3751, Truist Securities, Inc. at
1-800-685-4786 and U.S. Bancorp Investments, Inc. at
1-877-558-2607.
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
27.5 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., TD Wealth
(U.S.), and an investment in The Charles Schwab Corporation; 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 CDN$1.97 trillion
in assets on April 30, 2024. The
Toronto-Dominion Bank trades under the symbol "TD" on the
Toronto and New York Stock
Exchanges.
SOURCE TD Bank Group