Toronto Dominion Bank Transactions

The Toronto-Dominion Bank (TD Bank) recently completed a series of transactions to streamline its governance and capital structure subsequent to the acquisition of the Canada Trust group of companies. Special meetings were held in December, 2000, pursuant to which these transactions were approved.

In one transaction, the holders of the Non-Cumulative First Preference Shares, Series 4 and the Non-Cumulative First Preference Shares, Series 5 of Canada Trust Financial Services Inc. (CTFS) approved the exchanges of their holdings, on a one for one basis, for newly issued Non-Cumulative Redeemable Class A First Preferred Shares, Series K, and Non-Cumulative Redeemable Class A First Preferred Shares, Series L, respectively, of TD Bank. The newly issued shares have substantially the same terms, in all material respects, as the Preference Shares of CTFS, so exchanged.

In another transaction, the holders of the 10.05 per cent Capital Debentures, Series 2 and the 9.15 per cent Capital Debentures, Series 3 of Canada Trustco Mortgage Company approved the exchanges of their holdings for identical principal amounts of newly issued August 4, 2014 Debentures and May 26, 2025 Debentures, respectively, of TD Bank. The TD Bank Debentures have substantially the same terms, in all material respects, as the Capital Debentures of Canada Trustco Mortgage Company, so exchanged.

Acting for TD Bank, CTFS and Canada Trustco Mortgage Company in the above mentioned transactions was a team from McCarthy T├ętrault comprised of Owen A. Johnson, David A. Judson, Philip C. Moore, Henry J. P. Wiercinski, and Wendy N. Gwyn Phierry (corporate) and Judith M. Woods, Jerald M. Wortsman, and John Yuan (tax).

Lawyer(s)

Philip C. Moore David A. Judson Jerald M. Wortsman John C. Yuan