/NOT FOR DISTRIBUTION TO U.S. NEWSWIRE
SERVICES OR FOR DISSEMINATION IN THE
UNITED STATES/
TORONTO, March 5, 2018 /CNW/ - The Toronto-Dominion Bank
("TD Bank Group" or "TD") today announced a domestic public
offering of Non-Cumulative 5-Year Rate Reset Preferred Shares
(non-viability contingent capital (NVCC)), Series 18 (the "Series
18 Shares").
TD has entered into an agreement with a group of underwriters
led by TD Securities Inc. to issue, on a bought deal basis, 10
million Series 18 Shares at a price of $25.00 per share to raise gross proceeds of
$250 million. TD has also
granted the underwriters an option to purchase, on the same terms,
up to an additional 2 million Series 18 Shares. This option
is exercisable in whole or in part by the underwriters at any time
up to two business days prior to closing.
The Series 18 Shares will yield 4.70% annually, with dividends
payable quarterly, as and when declared by the Board of Directors
of TD, for the initial period ending April
30, 2023. Thereafter, the dividend rate will reset
every five years at a level of 2.70% over the then five-year
Government of Canada bond
yield.
Subject to regulatory approval, on April
30, 2023 and on April 30 every
5 years thereafter, TD may redeem the Series 18 Shares, in whole or
in part, at $25.00 per share.
Subject to TD's right of redemption and certain other conditions,
holders of the Series 18 Shares will have the right to convert
their shares into Non-Cumulative Floating Rate Preferred Shares
(NVCC), Series 19 (the "Series 19 Shares"), on April 30, 2023, and on April 30 every five years thereafter.
Holders of the Series 19 Shares will be entitled to receive
quarterly floating rate dividends, as and when declared by the
Board of Directors of TD, equal to the three-month Government of
Canada Treasury Bill yield plus 2.70%.
The expected closing date is March
14, 2018. TD will make an application to list the
Series 18 Shares as of the closing date on the Toronto
Stock Exchange. The net proceeds of the offering will be used
for general corporate purposes.
The Series 18 Shares and Series 19 Shares have not been, and
will not be, registered under the U.S. Securities Act of 1933, as
amended, and may not be offered or sold in the United States absent registration or an
applicable exemption from the registration requirements. This press
release shall not constitute an offer to sell securities in
the United States.
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 branches and serves more than
25 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 TD Ameritrade; and Wholesale Banking,
including TD Securities. TD also ranks among the world's leading
online financial services firms, with approximately 12 million
active online and mobile customers. TD had CDN$1.3 trillion in assets on January 31, 2018. The Toronto-Dominion Bank
trades under the symbol "TD" on the Toronto and New York Stock Exchanges.
SOURCE TD Bank Group