The Toronto-Dominion Bank (“TD”) is offering Callable Contingent Interest Barrier Notes linked to the least performing of the Nasdaq-100 Index®, the Russell 2000®Index, and the S&P 500®Index. The Notes will pay a Contingent Interest Payment at a rate of at least approximately 6.85% per annum if the Closing Value of each Reference Asset is greater than or equal to its Contingent Interest Barrier Value (75.00% of its Initial Value) on the Contingent Interest Observation Date. If the Closing Value of any Reference Asset is less than its Contingent Interest Barrier Value, no Contingent Interest Payment will be paid.
TD may elect to call the Notes in whole on any Call Payment Date (monthly, commencing on the twelfth Contingent Interest Payment Date) upon at least three Business Days’ prior written notice, regardless of the Closing Values of the Reference Assets. If called, investors will receive the Principal Amount plus any Contingent Interest Payment otherwise due. If TD does not call the Notes prior to maturity, the amount paid at maturity will depend on the Final Value of each Reference Asset relative to its Barrier Value (60.00% of its Initial Value):
- If the Final Value of each Reference Asset is greater than or equal to its Barrier Value: the Principal Amount of $1,000.
- If the Final Value of any Reference Asset is less than its Barrier Value: the Principal Amount plus the product of $1,000 times the Least Performing Percentage Change.
Investors are exposed to the market risk of each Reference Asset on each Contingent Interest Observation Date. The Notes do not guarantee the return of the Principal Amount and investors may lose up to their entire investment if the Final Value of any Reference Asset is less than its Barrier Value on the Maturity Date.
The estimated value of the Notes at the Pricing Date is expected to be between $895.00 and $930.00 per Note, as the estimated value is based on TD’s internal funding rate and internal pricing models, which may prove to be inaccurate. The estimated value is not a prediction of the prices at which the Notes may trade in the secondary market, and such secondary market prices, if any, will likely be less than the public offering price and the estimated value.
Investors are subject to TD’s credit risk, and the Notes are unsecured. The Notes are not insured or guaranteed by the Canada Deposit Insurance Corporation or the U.S. Federal Deposit Insurance Corporation. The Notes will not be listed or displayed on any securities exchange or electronic communications network.
The U.S. tax treatment of the Notes is uncertain. Pursuant to the terms of the Notes, TD and investors agree, in the absence of a statutory or regulatory change or an administrative determination or judicial ruling to the contrary, to treat the Notes as prepaid derivative contracts with respect to the Reference Assets. If so treated, any Contingent Interest Payments paid on the Notes would be treated as ordinary income includable in income.
The Notes are not intended to be offered, sold or otherwise made available to any retail investor in the European Economic Area (EEA) or the United Kingdom (UK).
