TD Completes US $5B Offering Of Covered Bonds

Pursuant to a €10 billion Global Public Sector Covered Bond Programme, The Toronto-Dominion Bank completed an offering in the United States under Rule 144A and Regulation S international offering of an aggregate amount of US$2,000,000,000 Series 2 0.875 per cent covered bonds due September 12, 2014, and an offering in the United States under Rule 144A and Regulation S international offering of an aggregate amount of US$3,000,000,000 Series 3 1.625 per cent covered bonds due September 14, 2016 (together, the “Covered Bonds”). The Covered Bonds trade on the London Stock Exchange and are irrevocably and unconditionally guaranteed as to timely payment of principal and interest by TD Covered Bond Guarantor Limited Partnership.

Barclays Capital Inc., Deutsche Bank Securities Inc., RBS Securities Inc., TD Securities (USA) LLC, ANZ Securities, Inc., BNP Paribas Securities Corp., Citigroup Global Markets Inc., Credit Suisse Securities (USA) LLC, Desjardins Securities Inc., J.P. Morgan Securities Ltd., Lloyds Securities Inc., Merrill Lynch, Pierce, Fenner & Smith Incorporated, nab Securities, LLC, UBS Securities LLC and Wells Fargo Securities LLC acted as co-managers for the issuances.

TD was advised by in-house counsel Jennifer Soward and Scott MacIntosh, and assisted in Canada by McCarthy Tétrault LLP, with a team including Marc MacMullin, Jerald Wortsman (tax); James Morand (tax); Candace Pallone, Tim Stewart, Jo-Anna Brimmer and Ryan Hornby; in the United Kingdom by Rob Brant and Alexander Strong of McCarthy Tétrault; and in the United States by Clifford Chance LLP, with a team including Lewis Cohen and Alistair Dunlop, and Simpson Thacher & Bartlett LLP, with a team including Andrew Keller, Lia Toback and Andrew Wolstan.

The managers were advised in the United States by Morrison & Foerster LLP, with a team including Jerry Marlatt, Melissa Beck and Shouhua Yu.