Toronto Dominion Bank 6-K, filed Mar 4, 2022
Toronto Dominion Bank (TD)
About this 6-K
Toronto Dominion Bank filed this 6-K on March 4, 2022.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934
Date: March 4, 2022
Commission File Number: 001-14446
The Toronto-Dominion Bank
(Name of Registrant)
c/o General Counsel’s Office
P.O. Box 1, Toronto Dominion Centre,
Toronto, Ontario, M5K 1A2
(Address of principal executive office)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F:
Form 20-F □ Form 40-F ⌧
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): □
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): □
This report on Form 6-K shall be deemed to be incorporated by reference into the registration statement of The Toronto-Dominion Bank on Form F-3 which was originally filed with the Securities and Exchange Commission on February 4, 2022 (File No. 333-262557) and to be a part thereof from the date on which this report is filed, to the extent not superseded by documents or reports subsequently filed or furnished.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| THE TORONTO-DOMINION BANK | ||
|---|---|---|
| Date: March 4, 2022 | By: | /s/ Caroline Cook |
| Name: Caroline Cook | ||
| Title: Associate Vice President, Legal Treasury and Corporate Securities |
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EXHIBIT INDEX
| Exhibit | Description of Exhibit |
|---|---|
| 5.4 | Opinion of Fried, Frank, Harris, Shriver & Jacobson LLP, special products counsel to The Toronto-Dominion Bank, as to the validity of The Toronto-Dominion Bank's debt securities and structured warrants |
| 8.4 | Opinion of Fried, Frank, Harris, Shriver & Jacobson LLP, special U.S. federal tax counsel to The Toronto-Dominion Bank |
| 23.2 | Consent of Fried, Frank, Harris, Shriver & Jacobson LLP (included in Exhibit 5.4 above) |
| 23.3 | Consent of Fried, Frank, Harris, Shriver & Jacobson LLP (included in Exhibit 8.4 above) |
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Exhibit 5.4
Opinion of Fried, Frank, Harris, Shriver & Jacobson LLP
[LETTERHEAD OF FRIED, FRANK, HARRIS, SHRIVER & JACOBSON LLP]
March 4, 2022
c/o General Counsel’s Office
P.O. Box 1
Toronto-Dominion Centre
Toronto, Ontario M5K 1A2
Canada
Ladies and Gentlemen:
The Toronto-Dominion Bank (the “Company”) has filed with the Securities and Exchange Commission (the “Commission”) a Registration Statement on Form F-3 (the “Registration Statement”) on February 4, 2022, to which this Opinion is being incorporated by reference as an Exhibit, for the purpose of registering under the Securities Act of 1933, as amended, among other securities, the Company’s Senior Debt Securities (the “Debt Securities”) and warrants (the “Warrants” and together with the Debt Securities, the “Securities”) to be issued from time to time, with respect to the Debt Securities, pursuant to an indenture, dated as of June 30, 2006, as amended and supplemented from time to time (as supplemented through the date hereof, the “Indenture”) between the Company and The Bank of New York Mellon as trustee (in such capacity, the “Trustee”), and with respect to the Warrants, pursuant to a warrant agreement, dated as of June 17, 2020, as amended and supplemented from time to time (as supplemented through the date hereof, the “Warrant Agreement”), between the Company and The Bank of New York Mellon as warrant agent (in such capacity, the “Warrant Agent”).
In rendering the opinions set forth below, we have examined and relied upon the originals, copies or specimens, certified or otherwise identified to our satisfaction, of such documents, certificates, corporate and public records, agreements and instruments and other documents as we have deemed appropriate as a basis for the opinions expressed below.
We have assumed that (a) duly authorized officers of the Company will determine the terms of the Securities and duly authorize the issuance and sale of the Securities and such authorization will not be modified or rescinded, (b) the effectiveness of the Registration Statement will not be terminated or rescinded, (c) all natural persons will have legal capacity and all documents, agreements and instruments will be duly authorized, executed and delivered (and authenticated or countersigned, as applicable) by all parties thereto and that each such person’s signature is genuine, (d) all such parties will be validly existing and in good standing under the laws of their respective jurisdictions of organization, (e) all such parties will have the power and legal right to execute and deliver all such documents, agreements and instruments, and (f) (except to the extent expressly opined on herein) that such documents, agreements and instruments will be legal, valid and binding obligations of such parties, enforceable against such parties in accordance with their respective terms. We have also assumed that none of the terms of the Securities to be established or determined subsequent to the date hereof, nor the issuance or delivery of the Securities will violate any applicable law or public policy (without limitation, applicable usury laws) or will result in the violation of any provision of any instrument then binding on the Company, or any restriction imposed by any court or governmental body having jurisdiction over the Company.
We express no opinion concerning the laws of any jurisdiction other than the laws of the State of New York.
Based upon and subject to the foregoing, we are of the opinion that:
1. When the specific terms of an issuance of Debt Securities have been duly determined in accordance with the Indenture and the Debt Securities have been duly executed, authenticated and delivered by the Trustee in the manner contemplated in the Indenture and the applicable underwriting or other distribution agreement against payment therefor, the Debt Securities will be valid and binding obligations of the Company, enforceable against the Company in accordance with their terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium, receivership or other laws relating to or affecting creditors’ rights generally, and to general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity), and subject to the effect of laws that may limit the waiver of rights or benefits under or defenses with respect to applicable usury laws.
2. When the specific terms of an issuance of Warrants have been duly determined in accordance with the Warrant Agreement and the Warrants have been countersigned and delivered by the Warrant Agent in the manner contemplated in the Warrant Agreement and the applicable underwriting or other distribution agreement against payment therefor, the Warrants will be valid and binding obligations of the Company, enforceable against the Company in accordance with their terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium, receivership or other laws relating to or affecting creditors’ rights generally, and to general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity), and subject to the effect of laws that may limit the waiver of rights or benefits under or defenses with respect to applicable usury laws.
We hereby consent to the filing of this opinion as an exhibit to the Current Report on Form 6-K dated the date hereof filed by the Company and incorporated by reference into the Registration Statement. In addition, if a prospectus supplement, pricing supplement, final terms supplement or any other such document evidencing the final terms of an issuance of Securities (in any case, a “final terms supplement”) relating to the offer and sale of any issuance of Securities is prepared and filed by the Company with the Commission on a future date and the final terms supplement contains our opinion and a reference to us substantially in the form set forth below, this consent shall apply to the reference to our opinion and us in substantially such form:
With respect to the Debt Securities:
“In the opinion of Fried, Frank, Harris, Shriver & Jacobson LLP, as special products counsel to [the issuer], when the [Notes] offered by this [pricing supplement] have been executed and issued by [the issuer] and authenticated by the trustee pursuant to the indenture and delivered, paid for and sold as contemplated herein, the [Notes] will be valid and binding obligations of [the issuer], enforceable against [the issuer] in accordance with their terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium, receivership or other laws relating to or affecting creditors’ rights generally, and to general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity). This opinion is given as of the date hereof and is limited to the laws of the State of New York. Insofar as this opinion involves matters governed by Canadian law, Fried, Frank, Harris, Shriver & Jacobson LLP has assumed, without independent inquiry or investigation, the validity of the matters opined on by McCarthy Tétrault LLP, Canadian legal counsel for [the issuer], in its opinion expressed [below][above]. In addition, this opinion is subject to customary assumptions about the trustee’s authorization, execution and delivery of the indenture and, with respect to the [Notes], authentication of the [Notes] and the genuineness of signatures and certain factual matters, all as stated in the opinion of Fried, Frank, Harris, Shriver & Jacobson LLP dated March 4, 2022 filed as an exhibit to the Current Report on Form 6-K on March 4, 2022.”
With respect to the Warrants:
“In the opinion of Fried, Frank, Harris, Shriver & Jacobson LLP, as counsel to [the issuer], when the [Warrants] offered by this [pricing supplement] have been executed and issued by [the issuer] and countersigned by the warrant agent pursuant to the warrant agreement and delivered, paid for and sold as contemplated herein, the [Warrants] will be valid and binding obligations of [the issuer], enforceable against [the issuer] in accordance with their terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium, receivership or other laws relating to or affecting creditors’ rights generally, and to general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity). This opinion is given as of the date hereof and is limited to the laws of the State of New York. Insofar as this opinion involves matters governed by Canadian law, Fried, Frank, Harris, Shriver & Jacobson LLP has assumed, without independent inquiry or investigation, the validity of the matters opined on by McCarthy Tétrault LLP, Canadian legal counsel for [the issuer], in its opinion expressed [below][above]. In addition, this opinion is subject to customary assumptions about the warrant agent’s authorization, execution and delivery of the warrant agreement and, with respect to the [Warrants], countersignature of the [Warrants] and the genuineness of signatures and certain factual matters, all as stated in the opinion of Fried, Frank, Harris, Shriver & Jacobson LLP dated March 4, 2022 filed as an exhibit to the Current Report on Form 6-K on March 4, 2022.”
This consent is not to be construed as an admission that we are a person whose consent is required to be filed with the Registration Statement under the provisions of the Securities Act of 1933, as amended.
| Very truly yours, |
|---|
| /s/ Fried, Frank, Harris, Shriver & Jacobson LLP |
Exhibit 8.4
Opinion of Fried, Frank, Harris, Shriver & Jacobson LLP
[LETTERHEAD OF FRIED, FRANK, HARRIS, SHRIVER & JACOBSON LLP]
March 4, 2022
c/o General Counsel’s Office
P.O. Box 1
Toronto-Dominion Centre
Toronto, Ontario M5K 1A2
Canada
Ladies and Gentlemen:
As special U.S. federal tax counsel to The Toronto-Dominion Bank (the “Company”) in connection with the registration of, among other securities, the Company’s senior unsecured debt securities and warrants to be offered and sold on a delayed and continuous basis by the Company, pursuant to the base prospectus (the “Base Prospectus”) and together with prospectus supplement(s), product prospectus supplement(s), free writing prospectuses and pricing supplements (collectively, the “Pricing Supplements” and together with the Base Prospectus, the “Prospectus”) that forms a part of the registration statement on Form F-3 (the “Registration Statement”) of the Company filed with the Securities and Exchange Commission on February 4, 2022 to which this opinion is incorporated by reference as an exhibit, we hereby confirm to you that the discussions that refer to our name set forth under the headings “Material U.S. Federal Income Tax Consequences” and headings of similar import contained in the Pricing Supplements in the Registration Statement are our opinion, subject to the qualifications, assumptions and limitations set forth therein.
We hereby consent to the filing of this opinion as an exhibit to the Current Report on Form 6-K dated the date hereof filed by the Company and incorporated by reference into the Registration Statement and to each reference to us under the above-specified headings. This consent is not to be construed as an admission that we are a person whose consent is required to be filed with the Registration Statement under the provisions of the Securities Act of 1933, as amended.
| Very truly yours, |
|---|
| /s/ Fried, Frank, Harris, Shriver & Jacobson LLP |