UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 6-K

 

REPORT OF FOREIGN PRIVATE ISSUER

Pursuant to Rule 13a-16 or 15d-16 of

the Securities Exchange Act of 1934

 

 

For the month of May, 2019. Commission File Number:  001-14446

 

 

 

The Toronto-Dominion Bank

 

(Translation of registrant's name into English)

 

 

c/o General Counsel’s Office

P.O. Box 1, Toronto Dominion Centre,

Toronto, Ontario, M5K 1A2

 

(Address of principal executive offices)

 

 

 

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F:

 

Form 20-F       ☐            Form 40-F       ✓      

 

 

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ☐

 

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ☐

 

 

 

 

This Form 6-K is incorporated by reference into all outstanding Registration Statements of The Toronto-Dominion Bank filed with the U.S. Securities and Exchange Commission.

 

 

 
 

EXHIBIT INDEX

     
Exhibit   Description
     
99.1   Press Release dated May 24, 2019 - TD Bank Group to Issue NVCC Preferred Shares

 

 

 

 
 

FORM 6-K

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

  THE TORONTO-DOMINION BANK
       
       
DATE:  May 24, 2019 By: /s/ Caroline Cook  
  Name: Caroline Cook  
  Title:   Associate Vice President, Legal  

 

 

 

Exhibit 99.1

 

TD Bank Group to Issue NVCC Preferred Shares

 

/NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR FOR DISSEMINATION

IN THE UNITED STATES/

 

TORONTO, May 24, 2019 /CNW/ - 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 24 (the "Series 24 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 24 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 24 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 24 Shares will yield 5.10% annually, with dividends payable quarterly, as and when declared by the Board of Directors of TD, for the initial period ending July 31, 2024.  Thereafter, the dividend rate will reset every five years at a level of 3.56% over the then five-year Government of Canada bond yield. 

Subject to regulatory approval, on July 31, 2024 and on July 31 every 5 years thereafter, TD may redeem the Series 24 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 24 Shares will have the right to convert their shares into Non-Cumulative Floating Rate Preferred Shares (NVCC), Series 25 (the "Series 25 Shares"), on July 31, 2024, and on July 31 every five years thereafter.  Holders of the Series 25 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 3.56%.

The expected closing date is June 4, 2019.  TD will make an application to list the Series 24 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 24 Shares and Series 25 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.

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 branches and serves 26 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 TD Ameritrade; and Wholesale Banking, including TD Securities. TD also ranks among the world's leading online financial services firms, with 13 million active online and mobile customers. TD had CDN$1.4 trillion in assets on April 30, 2019. The Toronto-Dominion Bank trades under the symbol "TD" on the Toronto and New York Stock Exchanges.

 

Gillian Manning, Investor Relations, 416-308-9030; Julie Bellissimo, Media Relations, Corporate & Public Affairs, 416- 965-6050