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TD Bank completes US$750 million offering of TD Capital Trust IV Notes - Series 3

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TD Securities Inc.

On September 15, 2009, TD Capital Trust IV, a subsidiary of The Toronto-Dominion Bank ("TDBFG"), completed a public offering of $750,000,000 TD Capital Trust IV Notes - Series 3 due June 30, 2108. The Notes are subordinated, unsecured debt obligations of the Trust and are expected to qualify as Tier 1 Capital of TDBFG. Any Tier 1 Capital raised by TDBFG over the 15% regulatory limit will temporarily be counted as Tier 2B Capital. The Notes were offered by a syndicate of underwriters led by TD Securities Inc. The Trust and TDBFG have filed a prospectus supplement with the securities regulators in each of the provinces and territories of Canada with respect to the offering. The Notes will not be listed on any stock exchange. The underwriters were advised by a team from Fasken Martineau that included Richard Steinberg and Tina Chun (corporate/securities) and Mitchell Thaw (tax).



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