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TD Capital Trust IV (the "Trust")


The information in this section is a summary only and is qualified in its entirety by and should be read in conjunction with the more detailed information appearing in the prospectus or similar document related to the security. Capitalized terms not otherwise defined in this section have the meanings attributed to them in the prospectus related to the security.

(For information filed with Canadian Securities Administrators go to the Sedar Website)

Authorized and Outstanding Public Securities

C$550,000,000 TD Capital Trust IV Notes-Series 1 due June 30, 2108 (“TD CaTS IV-Series 1”)

C$450,000,000 TD Capital Trust IV Notes-Series 2 due June 30, 2108 (“TD CaTS IV-Series 2”)

Click here for: Prospectus

C$3,000,000,000 TD Capital Trust IV Notes Shelf Prospectus

Click here for: Shelf Prospectus

C$750,000,000 TD Capital Trust IV Notes-Series 3 due June 30, 2108 (“TD CaTS IV-Series 3”)

Click here for: Prospectus Supplement

The TD CaTS IV-Series 1, TD CaTS IV-Series 2 and TD CaTS IV-Series 3 are collectively, the “TD CaTS IV Notes”

Market Listings

TD CaTS IV Notes are not listed on any stock exchange.

CUSIP Number

87239G AA 2 – TD CaTS IV–Series 1

87239G AB 0 – TD CaTS IV–Series 2

87239G AC 8 – TD CaTS IV-Series 3

Indenture Trustee

Computershare Trust Company of Canada
100 University Avenue,
8th Floor, South Tower
Toronto, Ontario
M5J 2Y1

Face Value

C$1,000

Description

Each TD CaTS IV Note represents a subordinated unsecured debt obligation of the Trust. The Trust’s objective is to acquire and hold trust assets, comprised primarily of senior deposit notes issued by the Bank, in order to generate income for payment of the principal, interest, the redemption price, if any, and any other amounts, in respect of its debt securities.

Interest and Maturity

The Trust will pay interest on each series of TD CaTS IV Notes in equal (subject to the reset of the applicable interest rate) semi-annual instalments on June 30 and December 31 of each year. The TD CaTS IV Notes will mature on June 30, 2108.

From the date of issue to, but excluding, June 30, 2019 the interest rate on the TD CaTS IV-Series 1 will be fixed at 9.523% per annum. Starting on June 30, 2019 and on every fifth anniversary of such date thereafter until June 30, 2104, the interest rate on the TD CaTS IV-Series 1 will be reset at an interest rate per annum equal to the Government of Canada 5-year bond yield plus 10.125%.

From the date of issue to, but excluding, June 30, 2039 the interest rate on the TD CaTS IV-Series 2 will be fixed at 10.00% per annum. Starting on June 30, 2039 and on every fifth anniversary of such date thereafter until June 30, 2104, the interest rate on the TD CaTS IV-Series 2 will be reset at an interest rate per annum equal to the Government of Canada 5-year bond yield plus 9.735%.

From the date of issue to, but excluding, June 30, 2021 the interest rate on the TD CaTS IV-Series 3 will be fixed at 6.631% per annum. Starting on June 30, 2021 and on every fifth anniversary of such date thereafter until June 30, 2106, the interest rate on the TD CaTS IV-Series 3 will be reset at an interest rate per annum equal to the Government of Canada 5-year bond yield plus 4.00%.

The Bank has agreed for the benefit of holders of TD CaTS IV Notes that, in certain circumstances, the Bank will not declare dividends of any kind on any Bank Class A preferred shares or Bank common shares until the sixth month following the interest payment date in respect of which the circumstance occurred.

Deferral Right

On each interest payment date in respect of which certain events have occurred, holders of TD CaTS IV Notes will be required to invest interest paid on such TD CaTS IV Notes in a new series of Bank Class A Preferred Shares (each such series to be referred to as the “Deferral Preferred Shares”). A new series of Bank Deferral Preferred Shares will be issued in respect of each event.

Redemption

On or after June 30, 2014 for TD CaTS IV-Series 1 and TD CaTS IV-Series 2, or on or after December 31, 2014 for TD CaTS IV-Series 3, the Trust may, with regulatory approval, at its option redeem the TD CaTS IV Notes in whole or in part for a cash amount equal to:

  • if on any day that is not an interest reset date, the greater of (a) C$1,000 per TD CaTS IV Note, and (b) the price per C$1,000 principal amount of the TD CaTS IV Notes, as applicable, calculated by the Bank to provide an annual yield thereon from the applicable date of redemption to, but excluding, the next interest reset date equal to the Government of Canada Redemption Yield plus:
    • in respect of TD CaTS IV-Series 1, (A) 1.6875% if the redemption date is any time prior to June 30, 2019, or (B) 3.375% if the redemption date is any time on or after June 30, 2019; and
    • in respect of TD CaTS IV-Series 2, (A) 1.62% if the redemption date is any time prior to June 30, 2039, or (B) 3.24% if the redemption date is any time on or after June 30, 2039;
    • in respect of TD CaTS IV-Series 3, (A) 0.75% if the redemption date is any time prior to June 30, 2021, or (B) 1.50% if the redemption date is any time on or after June 30, 2021.
    or

  • if on any interest reset date, C$1,000,

together in each case plus any accrued and unpaid interest to, but excluding, the date fixed for redemption.

Upon the occurrence of an event whereby the Bank receives notice or advice from the regulator that the TD CaTS IV Notes no longer qualify as eligible Tier 1 capital or are no longer eligible to be included as risk-based total capital of the Bank on a consolidated basis, the Trust may, with regulatory approval, at its option redeem all (but not less than all) of a series of TD CaTS IV Notes for an amount in cash equal to C$1,000 per TD CaTS IV Note together with any accrued and unpaid interest to, but excluding, the date fixed for redemption.

On February 7, 2011, TD announced it currently expects to exercise a regulatory event redemption right in 2022 in respect of the TD Capital Trust IVTM Notes - Series 2 outstanding at that time. TD's expectations are based on a number of factors and assumptions. For further details, please refer to the attached press release.

Click here for: Press Release

TD CaTS IV Notes will not be redeemable at the option of the holders.

For a description of additional redemption rights, we refer you to the prospectus.

Exchange

The TD CaTS IV Notes, including accrued and unpaid interest, will be exchanged automatically for Class A First Preferred Shares, Series A10 in respect of TD CaTS IV-Series 1 and TD CaTS-Series 2, and for Class A First Preferred Shares, Series A11 in respect of TD CaTS IV-Series 3 (collectively the “Exchange Preferred Shares”) of the Bank upon certain events related to the solvency of the Bank.

TD CaTS IV Notes will not be exchangeable for Bank Class A First Preferred Shares at the option of the holders.

Tax Treatment

This summary is subject to the limitation and qualifications set out under the heading “Canadian Federal Income Tax Considerations” in the prospectus and applies only to a holder of TD CaTS IV Notes resident in Canada who purchases the TD CaTS IV Notes at the time of their issuance and holds the TD CaTS IV Notes as capital property. This summary only discusses the Canadian federal income tax treatment of interest paid on the TD CaTS IV Notes and prospective purchasers should refer to the prospectus for a more detailed discussion of the treatment of interest as well as for a discussion of certain other federal income tax consequences relevant to holders of TD CaTS IV Notes, including consequences relating to the purchase, redemption and repayment of TD CaTS IV Notes by the Trust, the automatic exchange of the TD CaTS IV Notes, and the holding of Deferral Preferred Shares and Exchange Preferred Shares.

A holder of TD CaTS IV Notes that is a corporation, partnership, unit trust or trust of which a corporation is a beneficiary will be required to include in computing its income for a taxation year any interest or amount that is considered for the purposes of the Tax Act to be interest on the TD CaTS IV Note that accrued to it to the end of the year or became receivable or was received by it before the end of the year, to the extent that the interest (or amount considered to be interest) was not included in computing its income for a preceding taxation year.

A holder of TD CaTS IV Notes (other than a holder referred to in the previous paragraph) will be required to include in computing the holder’s income for a taxation year any amount received or receivable (depending upon the method regularly followed by the holder in computing income) by the holder as interest or amount considered to be interest in the year on the TD CatS IV Notes, to the extent that such amount was not included in computing the holder’s income for a preceding taxation year.

This summary is of a general nature only and is not, and is not intended to be, and should not be construed to be, legal or tax advice to any particular holder and no representation with respect to the income tax consequences to any particular holder is made. Prospective purchasers of TD CaTS IV Notes should consult their own tax advisors with respect to the tax consequences of acquiring, holding and disposing of TD CaTS IV Notes having regard to their own particular circumstances

Information as of August 25, 2016