The Toronto-Dominion Bank (“TD”) is offering Autocallable Contingent Interest Barrier Notes linked to the least performing of the Nasdaq-100®Technology Sector IndexSM, the Russell 2000®Index and the S&P 500®Index. The Notes will pay a Contingent Interest Payment at a rate of 10.45% only if the Closing Value of each Reference Asset is greater than or equal to its Contingent Interest Barrier Value (65.00% 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 on a Contingent Interest Observation Date, no Contingent Interest Payment will be paid. The Notes will be automatically called if the Closing Value of each Reference Asset is greater than or equal to its Call Threshold Value (100.00% of its Initial Value) on any Call Observation Date. If called, investors will receive the Principal Amount plus any Contingent Interest Payment due. If not called and the Final Value of any Reference Asset is less than its Barrier Value, investors will suffer a percentage loss on their initial investment equal to the Least Performing Percentage Change of the Reference Asset.
The Notes do not guarantee the return of the Principal Amount and investors are exposed to the market risk of each Reference Asset on each Contingent Interest Observation Date. The Notes are unsecured and are not insured or guaranteed by any governmental agency. Investing in the Notes involves risks, including market risk, credit risk, liquidity risk, and tax uncertainty. The estimated value of the Notes at the Pricing Date is expected to be between $945.00 and $980.00 per Note, which is less than the public offering price. TD Securities (USA) LLC will receive a commission of $6.50 (0.65%) per Note, which may be used for selling concessions to other dealers.
Additional risks include the potential for the Notes to be automatically called prior to maturity, resulting in reinvestment risk; the amounts payable on the Notes being linked to the value of the least performing Reference Asset only on specific dates; the Contingent Interest Rate potentially not being sufficient to compensate for the risk of loss at maturity; market risks associated with each Reference Asset; the risk of no Contingent Interest Payments and losing a significant portion or all of the initial investment if the Notes are linked to the least performing Reference Asset; changes affecting the Reference Assets potentially adversely affecting the market value and return on the Notes; the Notes being subject to risks associated with the technology sector and small-cap companies; the estimated value of the Notes being based on TD’s internal funding rate and models, which may be inaccurate; the estimated value not being a prediction of secondary market prices, which may be less than the public offering price; the potential for no active trading market for the Notes; the value of any Reference Asset changing without a corresponding change in the market value of the Notes; potential conflicts of interest between investors and the Calculation Agent, TD, and its affiliates; risks related to hedging activities and market disruption events; and investors being subject to TD’s credit risk and potential adverse tax consequences in the United States and Canada.
