The Toronto-Dominion Bank is offering Autocallable Contingent Interest Barrier Notes linked to the least performing of the Nasdaq-100 Index®, the Russell 2000®Index, and the shares of the State Street®Energy Select Sector SPDR®ETF, due on or about March 22, 2029. The Notes will pay a Contingent Interest Payment at a rate of at least approximately 10.40% 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 accrue or be payable. 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, resulting in a payment equal to the Principal Amount ($1,000) plus any Contingent Interest Payment otherwise due. If not automatically called, the payment at maturity will be $1,000 plus the product of $1,000 times the Least Performing Percentage Change if the Final Value of any Reference Asset is less than its Barrier Value (70.00% of its Initial Value). Investors may lose up to their entire investment if the Final Value of any Reference Asset is less than its Barrier Value.
The Notes involve several risks, including:
- Return Risk: The Notes do not guarantee the return of the Principal Amount and investors may lose their entire investment if the Final Value of any Reference Asset is less than its Barrier Value.
- Contingent Interest Payment Risk: No Contingent Interest Payment will be paid if the Closing Value of any Reference Asset on a Contingent Interest Observation Date is less than its Contingent Interest Barrier Value.
- Limited Positive Return: The potential positive return is limited to any Contingent Interest Payments paid, regardless of any appreciation of the Reference Assets.
- Automatic Call Risk: The Notes may be automatically called prior to the Maturity Date, leading to reinvestment risk.
- Market Risk: Investors are exposed to the market risk of each Reference Asset on each Contingent Interest Observation Date.
- Least Performing Risk: Due to being linked to the least performing Reference Asset, investors are exposed to a greater risk of no Contingent Interest Payments and losing a significant portion or all of their initial investment.
- Equity Reference Asset Risk: Investors will not receive shares of any Equity Reference Asset and will not be entitled to any dividends or other distributions on any Equity Reference Asset.
- Reference Asset Risks: Each Reference Asset carries market risks, including stock price volatility, earnings, financial conditions, corporate, industry, and regulatory developments.
- Liquidity Risk: The estimated value of the Notes is expected to be less than the public offering price, and there may not be an active secondary market for the Notes, potentially resulting in significant losses if sold before maturity.
- Hedging and Conflicts of Interest Risk: Potential conflicts of interest exist between investors and the Calculation Agent, and between investors and the underwriters due to hedging activities.
- Credit Risk: Investors are subject to TD’s credit risk, and changes in TD’s credit ratings or credit spreads may adversely affect the market value of the Notes.
- Taxation Risk: Significant aspects of the tax treatment of the Notes are uncertain, particularly for U.S. holders, due to potential classification as prepaid derivative contracts and other tax implications.
The estimated value of the Notes at the Pricing Date is expected to be between $905.00 and $940.00 per Note, less than the public offering price. The estimated value is based on the internal funding rate and pricing models of TD, which may differ from other financial institutions and are subject to market conditions and assumptions. The Notes are unsecured and not insured or guaranteed by any governmental agency. Investors are advised to consult their investment, legal, tax, and accounting advisors before investing in the Notes due to the complex features and risks involved.
