/NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR FOR
DISSEMINATION IN THE UNITED
STATES/
TORONTO, Sept. 6,
2022 /CNW/ - The Toronto-Dominion Bank ("TD") (TSX:
TD) (NYSE: TD) today announced the pricing of a Canadian public
offering of C$1.5 billion of 7.283%
Non-Viability Contingent Capital ("NVCC") Additional Tier 1 ("AT1")
Limited Recourse Capital Notes Series 2 (the "LRCNs").
The LRCNs will bear interest at a rate of 7.283 per cent
annually, payable semi-annually, 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 5-year Government of Canada Yield plus 4.10 per cent.
The LRCNs will mature on October 31, 2082. The expected
closing date of the offering is September 14, 2022. TD
Securities is acting as lead agent and sole bookrunner on the
issue.
Concurrently with the issuance of the LRCNs, TD will issue
1,500,000 Non-Cumulative 5-Year Fixed Rate Reset NVCC Preferred
Shares, Series 29 ("Preferred Shares Series 29") 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 29 except in limited
circumstances.
With the prior written approval of the Superintendent of
Financial Institutions (Canada),
TD may redeem the LRCNs commencing on October 1, 2027, and every five years thereafter,
during the period from and including October
1 to and including October 31.
TD may redeem the LRCNs 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 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 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.
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