The Toronto-Dominion Bank is offering Autocallable Contingent Interest Barrier Notes linked to the least performing of the Dow Jones Industrial Average®, the Russell 2000®Index and the S&P 500®Index, due on or about August 30, 2029. The Notes will pay a Contingent Interest Payment at a rate of approximately 7.00% per annum if, on the related Contingent Interest Observation Date, the Closing Value of each Reference Asset is greater than or equal to its Contingent Interest Barrier Value (70.00% of its Initial Value). 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 accrue or be payable. The Notes will be automatically called if, on any Call Observation Date, the Closing Value of each Reference Asset is greater than or equal to its Call Threshold Value (105.00% of its Initial Value). If the Notes are automatically called, the Principal Amount of $1,000 plus any Contingent Interest Payment otherwise due will be paid per Note. If the Notes are not automatically called, the amount paid at maturity, in addition to any Contingent Interest Payment otherwise due, will depend on the Closing Value of each Reference Asset on its Final Valuation Date relative to its Barrier Value (70.00% 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 will be paid. 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 will be paid. If the Notes are not automatically 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 that is equal to the percentage decline of the Reference Asset with the lowest Percentage Change from its Initial Value to its Final Value (the “Least Performing Reference Asset”). Specifically, investors will lose 1% of the Principal Amount of the Notes for each 1% that the Final Value of the Least Performing Reference Asset is less than its Initial Value, and may lose the entire Principal Amount.
The Notes do not guarantee the payment of any Contingent Interest Payments or the return of the Principal Amount. Investors are exposed to the market risk of each Reference Asset on each Contingent Interest Observation Date (including the Final Valuation Date) and any decline in the value of one Reference Asset will not be offset or mitigated by a lesser decline or potential increase in the value of any other Reference Asset. If the Final Value of any Reference Asset is less than its Barrier Value, investors may lose up to their entire investment in the Notes. Any payments on the Notes are subject to the credit risk of The Toronto-Dominion Bank.
The Notes are unsecured and are not savings accounts or insured deposits of a bank. The Notes are not insured or guaranteed by the Canada Deposit Insurance Corporation, the U.S. Federal Deposit Insurance Corporation or any other governmental agency or instrumentality of Canada or the United States. The Notes will not be listed or displayed on any securities exchange or electronic communications network.
The Notes have complex features and investing in the Notes involves a number of risks, including:
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Risks Relating to Return Characteristics: The Notes do not guarantee the return of the Principal Amount and investors may lose up to their entire investment. The potential positive return on the Notes is limited to any Contingent Interest Payments paid, if any. The return may be less than the return on a conventional debt security of comparable maturity. The Notes may be automatically called prior to the Maturity Date and Are Subject to Reinvestment Risk.
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Risks Relating to Characteristics of the Reference Assets: There Are Market Risks Associated With Each Reference Asset. Investors Are Exposed to the Market Risk of Each Reference Asset on Each Contingent Interest Observation Date. Because the Notes Are Linked to the Least Performing Reference Asset, You Are Exposed to a Greater Risk of No Contingent Interest Payments and Losing a Significant Portion or All of Your Initial Investment at Maturity Than if the Notes Were Linked to a Single Reference Asset or Fewer Reference Assets. We Have No Affiliation With Any Index Sponsor and Will Not Be Responsible for Any Actions Taken by Any Index Sponsor. Changes that Affect the Reference Assets May Adversely Affect the Market Value of, and Return on, the Notes. The Dow Jones Industrial Average®, Russell 2000®Index and S&P 500®Index Reflects Price Return, not Total Return. The Notes are Subject to Risks Associated with Small-Capitalization Companies.
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Risks Relating to Estimated Value and Liquidity: The Estimated Value of Your Notes Is Expected to Be Less Than the Public Offering Price of Your Notes. The Estimated Value of Your Notes Is Based on Our Internal Funding Rate. The Estimated Value of the Notes Is Based on Our Internal Pricing Models, Which May Prove to Be Inaccurate and May Be Different From the Pricing Models of Other Financial Institutions. The Estimated Value of Your Notes Is Not a Prediction of the Prices at Which You May Sell Your Notes in the Secondary Market, if Any, and Such Secondary Market Prices, if Any, Will Likely Be Less Than the Public Offering Price of Your Notes and May Be Less Than the Estimated Value of Your Notes. There May Not Be an Active Trading Market for the Notes — Sales in the Secondary Market May Result in Significant Losses. If the Value of Any Reference Asset Changes, the Market Value of Your Notes May Not Change in the Same Manner.
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Risks Relating to Hedging Activities and Conflicts of Interest: There Are Potential Conflicts of Interest Between You and the Calculation Agent. The Contingent Interest Observation Dates (Including the Final Valuation Date), Call Observation Dates and the Related Payment Dates Are Subject to Market Disruption Events and Postponements. Trading and Business Activities by TD or Its Affiliates May Adversely Affect the Market Value Of, and Any Amounts Payable On, the Notes.
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Risks Relating to General Credit Characteristics: Investors Are Subject to TD’s Credit Risk, and TD’s Credit Ratings and Credit Spreads May Adversely Affect the Market Value of the Notes.
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Risks Relating to Canadian and U.S. Federal Income Taxation: Significant Aspects of the Tax Treatment of the Notes Are Uncertain. The U.S. Tax Treatment of the Notes is uncertain. For a discussion of the Canadian federal income tax consequences of investing in the Notes, please see the discussion herein under “Canadian Taxation” and the further discussion herein under “Summary”.
The estimated value of your Notes at the time the terms of your Notes are set on the Pricing Date is expected to be between $920.00 and $955.00 per Note, as discussed further under “Additional Risk Factors — Risks Relating to Estimated Value and Liquidity” beginning on page P-9 and “Additional Information Regarding the Estimated Value of the Notes” on page P-24 of this pricing supplement. The estimated value is expected to be less than the public offering price of the Notes.
