TD Bank Completes $1.4B Common Share Offering

On December 5, 2008, The Toronto-Dominion Bank (TDBFG) issued 34,960,000 common shares for gross proceeds raised of $1.4 billion. In Canada, TDBFG has filed a prospectus supplement to its September 29, 2008, short-form base shelf prospectus in respect of this issue. The shares were also issued to qualified institutional buyers in the United States on a private placement basis.

TDBFG's John van Boxmeer, vice president, treasury and balance sheet management, Mary Genereux, manager, capital finance, Rasha El Sissi, associate vice president, legal, and Atif Islam, senior counsel, legal were assisted by McCarthy T├ętrault LLP's Philip Moore, Michael Nicholas, Wendi Locke, and Jo-Anna Brimmer (corporate/securities), Rob Brant and Reena Modha (corporate/securities London, UK) and Jerald Wortsman (tax), and by Simpson Thacher & Bartlett LLP's Lee Meyerson, Lesley Peng and Soo Chung (US securities).

The underwriters, led by TD Securities Inc., were advised in this transaction by a team from Fasken Martineau DuMoulin LLP that included Richard Steinberg, Rob Mason and Adam Inglis (corporate/securities) and Mitchell Thaw (tax), and by Sullivan & Cromwell LLP's Bob Buckholz, Peter LaVigne and Mark Welshimer (US securities).


Peter LaVigne Wendi A. Locke Jo-Anna Brimmer Adam M. Inglis Philip C. Moore Robert J. Brant Mitchell L. Thaw Robert Buckholz, Jr. Michael C. Nicholas John van Boxmeer Richard J. Steinberg Lee A. Meyerson Robert K. Mason Jerald M. Wortsman Rasha H. El Sissi


McCarthy Tétrault LLP Simpson Thacher & Bartlett LLP Fasken Martineau DuMoulin LLP Sullivan & Cromwell LLP