TD Bank Group to Issue NVCC Preferred Shares

The Toronto-Dominion Bank announced a domestic public offering of Non-Cumulative 5-Year Rate Reset Preferred Shares (non-viability contingent capital (NVCC)), Series 16 (the “Series 16 Shares”).

TD has entered into an agreement with a group of underwriters led by TD Securities Inc. to issue, on a bought deal basis, 12 million Series 16 Shares at a price of $25.00per share to raise gross proceeds of $300 million.  TD has also granted the underwriters an option to purchase, on the same terms, up to an additional 2 million Series 16 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 16 Shares will yield 4.50% annually, with dividends payable quarterly, as and when declared by the Board of Directors of TD, for the initial period ending October 31, 2022.  Thereafter, the dividend rate will reset every five years at a level of 3.01% over the then five-year Government of Canada bond yield.

Subject to regulatory approval, on October 31, 2022 and on October 31 every 5 years thereafter, TD may redeem the Series 16 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 16 Shares will have the right to convert their shares into Non-Cumulative Floating Rate Preferred Shares (NVCC), Series 17 (the “Series 17 Shares”), on October 31, 2022, and on October 31 every five years thereafter.  Holders of the Series 17 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 3.01%.

The expected closing date is July 14, 2017.  TD will make an application to list the Series 16 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 16 Shares and Series 17 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.