The 5.146% non-viability contingent capital subordinated notes are due 2034

Davis Polk advised the representative of the several underwriters on an SEC-registered offering by TD Bank of $1 billion aggregate principal amount of 5.146% non-viability contingent capital (NVCC) subordinated notes due 2034. The notes will convert into common shares of TD Bank upon the occurrence of a trigger event.

TD Bank serves over 27.5 million customers in four key businesses operating in a number of locations in financial centers around the globe. TD Bank also ranks among the world’s leading online financial services firms, with more than 16 million active online and mobile customers.

The Davis Polk corporate team included partner Deanna L. Kirkpatrick, counsel Jeffrey S. Ramsay and associates Christian Knoble and Andrew Masaru Orita. Counsel Daniel E. Newman and Tyler X. Senackerib and associate Jeremy R. Lee provided financial institutions advice. The tax team included partner Mario J. Verdolini and associate Michael Mirabella. All members of the Davis Polk team are based in the New York office.