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 Rate of approximately 10.10% per annum if the closing value of each Reference Asset is greater than or equal to its Contingent Interest Barrier Value (70.00% of its Initial Value) on the related 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 call the Notes in whole on any Call Payment Date (monthly, commencing on the ninth Contingent Interest Payment Date) upon at least three Business Days’ prior written notice, regardless of the Closing Values of the Reference Assets. If called, TD will pay a cash payment per Note equal to the Principal Amount ($1,000) plus any Contingent Interest Payment otherwise due.
If TD does not call the Notes prior to maturity, the payment 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 sum of (1) $1,000 plus (2) the product of (i) $1,000 times (ii) 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 payment of any Contingent Interest Payments or the return of the Principal Amount. Investors may lose up to their entire investment if the Final Value of any Reference Asset is less than its Barrier Value.
The estimated value of the Notes at the Pricing Date is expected to be between $950.00 and $985.00 per Note, as discussed under “Additional Risk Factors — Risks Relating to Estimated Value and Liquidity.” The estimated value is expected to be less than the public offering price of the Notes.
Additional risks include:
- Potential conflicts of interest between investors and the Calculation Agent.
- Market disruption events and postponements of Contingent Interest Observation Dates and related payment dates.
- Risks associated with the market value of the Notes due to TD’s trading and business activities.
- Canadian and U.S. federal income taxation uncertainties.
Hypothetical examples illustrate the potential returns under different scenarios, including the possibility of losing the entire investment if the least performing Reference Asset underperforms significantly.
