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TD Bank Completes $750 Million Limited Recourse Capital Notes Offering

09.29.25

Simpson Thacher represented The Toronto-Dominion Bank (“TD”) in connection with its U.S. public offering of $750 million aggregate principal amount of its 6.350% Fixed Rate Reset Limited Recourse Capital Notes, Series 6 (Non-Viability Contingent Capital (NVCC)) (the “Notes”) and concurrent issuance of 750,000 Non-Cumulative 6.350% Fixed Rate Reset Preferred Shares, Series 33 (Non-Viability Contingent Capital (NVCC)) to be held in a limited recourse trust. The net proceeds from the Notes offering will be used for general corporate purposes, which may include the redemption of outstanding capital securities and/or the repayment of other outstanding liabilities, and are expected to qualify as “Additional Tier 1” capital of TD for regulatory purposes.

TD is the sixth largest bank in North America by assets and serves over 28.1 million customers. TD also ranks among the world’s leading online financial services firms, with more than 18 million active online and mobile customers. TD had CDN$2.0 trillion in assets on July 31, 2025.

The Simpson Thacher team included Lesley Peng, Matt Petrone, Nate Yang, Shuhan Zhang, Michael Tremeski and Sandra Cho (Capital Markets); Andrew Purcell, Jonathan Cantor and Kris Liu (Tax); Spencer Sloan (Bank Regulatory); and Jeanne Annarumma (ERISA).