Katten Team Represents Headlands Tech Holdings in Broker-Deal Transaction

3/23/21

Katten announced it is representing Headlands Tech Holdings, LLC, a global quantitative trading firm, in its sale of Headlands Tech Global Markets, LLC, a Financial Industry Regulatory Authority (FINRA) registered broker-dealer, to Toronto-Dominion Bank (TD). The acquisition is expected to help TD strength its electronic bond trading infrastructure and enhance its clients' trading experience.

The Katten team included partner and Financial Markets and Funds Global Chair Lance Zinman, partner and Financial Transactions and Trading Chair Christopher Shannon, Corporate partner Tanya Curtis, and Financial Markets and Funds associates Jack West and Elizabeth White.

The transaction is expected to close mid-2021, subject to receipt of regulatory approvals and satisfaction of other customary closing conditions.

The Toronto-Dominion Bank (TSX: TD) (NYSE: TD) and Headlands Tech Holdings, LLC  today announced a definitive agreement, subject to certain closing conditions, for TD to acquire Headlands Tech Global Markets, LLC, a Chicago-based quantitative fixed income trading company.

"This acquisition further strengthens our electronic bond trading infrastructure and underscores our commitment to delivering data-driven innovation and growing our global platform," said Bob Dorrance, Chairman, Chief Executive Officer and President, TD Securities. "Headlands Tech Global Markets' platform and people will expand our U.S. capabilities in the municipal and corporate bond markets. We look forward to welcoming the team and working together to deliver an enhanced trading experience for our clients."

Founded in 2013, with offices in Chicago and San Francisco, Headlands Tech Global Markets has developed proprietary software to deliver fully automated electronic market-making in municipal and investment grade corporate bonds. The firm's 15 employees, including Co-CEOs Martin Mannion and Matthew Schrager, will join TD Securities at closing.

"We built our business to provide clients with a superior, fully automated execution experience in fixed income products," said Co-CEO, Martin Mannion, Headlands Tech Global Markets. "Our team is a strong cultural fit with TD Securities, and we are confident that our proven expertise in electronic trading will complement the firm's existing business, growth ambitions and dedication to exceptional client service."

TD's purchase of Headlands Tech Global Markets is expected to close mid-2021 subject to receipt of regulatory approvals, and satisfaction of other customary closing conditions. Upon closing, TD expects the transaction to have a minimal impact on capital.

TD Securities served as financial advisor in connection with this transaction. Evercore served as financial advisor to Headlands Tech.

About TD Bank Group

The Toronto-Dominion Bank and its subsidiaries are collectively known as TD Bank Group. TD is the fifth largest bank in North America by assets and serves over 26 million customers in three key businesses operating in a number of locations in financial centres around the globe: Canadian Retail, including TD Canada Trust, TD Auto Finance Canada, TD Wealth (Canada), TD Direct Investing, and TD Insurance; U.S. Retail, including TD Bank, America's Most Convenient Bank®, TD Auto Finance U.S., TD Wealth (U.S.), and an investment in The Charles Schwab Corporation; and Wholesale Banking, including TD Securities. TD also ranks among the world's leading online financial services firms, with more than 14 million active online and mobile customers. TD had CDN$1.7 trillion in assets on January 31, 2021. The Toronto-Dominion Bank trades under the symbol "TD" on the Toronto and New York Stock Exchanges.

About Headlands Tech Global Markets

Headlands Tech Global Markets (HTGM) is a FINRA-registered broker-dealer that provides proprietary liquidity to fixed income markets. Leveraging a unique fully automated approach, HTGM is able to provide accurate and timely pricing across hundreds of thousands of instruments in the fixed income universe. Founded in 2013, HTGM has grown to become one of the largest participants in the U.S. municipal bond market, executing thousands of trades per day with hundreds of counterparties across the financial landscape. With a growing presence in other asset classes such as investment-grade corporate bonds, HTGM is committed to leveraging its technology to improve liquidity and transparency across the fixed income markets.

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