TD Bank Group to Issue NVCC Preferred Shares

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 22 (the “Series 22 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 22 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 22 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 22 Shares will yield 5.20% annually, with dividends payable quarterly, as and when declared by the Board of Directors of TD, for the initial period ending April 30, 2024.  Thereafter, the dividend rate will reset every five years at a level of 3.27 % over the then five-year Government of Canada bond yield.

Subject to regulatory approval, on April 30, 2024 and on April 30 every 5 years thereafter, TD may redeem the Series 22 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 22 Shares will have the right to convert their shares into Non-Cumulative Floating Rate Preferred Shares (NVCC), Series 23 (the “Series 23 Shares”), on April 30, 2024, and on April 30 every five years thereafter.  Holders of the Series 23 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 3.27 %.

The expected closing date is January 28, 2019.  TD will make an application to list the Series 22 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 22 Shares and Series 23 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.