The 7.25% limited recourse capital notes are due 2084

Davis Polk advised the representatives of the several underwriters on an SEC-registered offering by TD Bank of $750 million aggregate principal amount of 7.250% limited recourse capital notes, series 4 (non-viability contingent capital (NVCC)) (subordinated indebtedness) due 2084. Concurrently with the offering, TD Bank issued 750,000 non-cumulative fixed rate reset preferred shares, series 31, to Computershare Trust Company of Canada, as trustee. The preferred shares 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 Justin Corvino. All members of the Davis Polk team are based in the New York office.