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Top Brokers
Share Name | Share Symbol | Market | Type |
---|---|---|---|
Toronto Dominion Bank | NYSE:TD | NYSE | Common Stock |
Price Change | % Change | Share Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|
1.04 | 1.80% | 58.80 | 59.28 | 57.79 | 57.97 | 1,900,296 | 22:47:47 |
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The Toronto-Dominion Bank
$
Digital Russell 2000® Index-Linked Notes due
|
● |
if the percentage change is greater than or equal to -10.00% (the final level is greater than or equal to 90.00% of the initial level), the threshold settlement amount; or
|
● |
if the percentage change is negative and is below -10.00% (the final level is less than the initial level by more than 10.00%), the sum of (i) $1,000 plus (ii) the product of (a) $1,000 times (b) approximately 1.1111 times (c) the sum of
the percentage change plus 10.00%. You will receive less than the principal amount of your notes.
|
Public Offering Price
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Underwriting Discount1
|
Proceeds to TD1
|
|
Per Note
|
$1,000.00
|
$14.70
|
$985.30
|
Total
|
$•
|
$•
|
$•
|
P-1
|
P-2
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Issuer:
|
The Toronto-Dominion Bank (“TD”)
|
Issue:
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Senior Debt Securities, Series E
|
Type of Note:
|
Digital Notes (the “Notes”)
|
Term:
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Expected to be between 23 and 26 months
|
Reference Asset:
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Russell 2000® Index (Bloomberg Ticker: RTY)
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CUSIP / ISIN:
|
89115GEW5 / US89115GEW50
|
Agent:
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TD Securities (USA) LLC (“TDS”)
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Currency:
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U.S. Dollars
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Minimum Investment:
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$1,000 and minimum denominations of $1,000 in excess thereof
|
Principal Amount:
|
$1,000 per Note; $ in the aggregate for all the offered Notes; the aggregate Principal Amount of the offered Notes may be increased if TD, at its sole
option, decides to sell an additional amount of the offered Notes on a date subsequent to the date of the final pricing supplement.
|
Pricing Date:
|
[ ], 2024
|
Issue Date:
|
Expected to be five Business Days following the Pricing Date.
|
Valuation Date:
|
Expected to be between 23 and 26 months after the Pricing Date, subject to postponement for market disruption events and other disruptions, as described under “General
Terms of the Notes — Valuation Date(s)” in the product supplement.
|
Maturity Date:
|
Expected to be two Business Days following the Valuation Date, subject to postponement for market disruption events and other disruptions, as described under “General
Terms of the Notes — Maturity Date” in the product supplement.
|
Payment at Maturity:
|
For each $1,000 Principal Amount of the Notes, we will pay you on the Maturity Date an amount in cash, if anything, equal to:
• if the
Final Level is greater than or equal to the Threshold Level, the Threshold Settlement Amount; or
• if the
Final Level is less than the Threshold Level, the sum of (i) $1,000 plus (ii) the product of (a) $1,000 times (b) the Downside Multiplier times (c) the sum of the Percentage
Change plus the Threshold Percentage.
If the Final Level is less than the Threshold Level, investors will receive less than the Principal Amount of the Notes at maturity and may lose their
entire Principal Amount.
All amounts used in or resulting from any calculation relating to the Payment at Maturity will be rounded upward or downward, as appropriate, to the nearest cent.
|
Threshold Settlement
Amount:
|
Expected to be between $1,182.40 and $1,214.50 (to be determined on the Pricing Date) per $1,000 Principal Amount of the Notes
|
Threshold Percentage:
|
10.00%
|
Threshold Level:
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90.00% of the Initial Level
|
Downside Multiplier:
|
The quotient of the Initial Level divided by the Threshold Level, which equals
approximately 1.1111
|
Percentage Change:
|
The quotient of (1) the Final Level minus the Initial Level divided by (2) the Initial Level, expressed as a percentage.
|
Initial Level:
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The Closing Level of the Reference Asset on the Pricing Date
|
P-3
|
Final Level:
|
The Closing Level of the Reference Asset on the Valuation Date, except in the limited circumstances described under “General Terms of the Notes — Market Disruption Events”
and subject to adjustment as provided under “General Terms of the Notes — Unavailability of the Level of, or Change in Law Event Affecting, the Reference Asset; Modification to Method of Calculation” in the product supplement.
|
Closing Level:
|
The Closing Level of the Reference Asset will be the closing level of the Reference Asset or any successor index (as defined in the product supplement) on any Trading Day
for the Reference Asset, as displayed on Bloomberg Professional® service (“Bloomberg”) page “RTY <INDEX>” or any successor page on Bloomberg or any successor service, as applicable. Currently, Bloomberg reports the closing
level of the Reference Asset to fewer decimal places than FTSE Russell (the “Index Sponsor”). As a result, the closing level of the Reference Asset reported by Bloomberg generally may be lower or higher than the official closing level of
the Reference Asset published by the Index Sponsor.
|
Business Day:
|
Any day that is a Monday, Tuesday, Wednesday, Thursday or Friday that is neither a legal holiday nor a day on which banking institutions are authorized or required by law
to close in New York City.
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U.S. Tax Treatment:
|
By purchasing a Note, each holder agrees, in the absence of a statutory or regulatory change or an administrative determination or judicial ruling to the contrary, to
characterize the Notes, for U.S. federal income tax purposes, as prepaid derivative contracts with respect to the Reference Asset. Based on certain factual representations received from us, our special U.S. tax counsel, Fried, Frank,
Harris, Shriver & Jacobson LLP, is of the opinion that it would be reasonable to treat the Notes in the manner described above. However, because there is no authority that specifically addresses the tax treatment of the Notes, it is
possible that your Notes could alternatively be treated for tax purposes as a single contingent payment debt instrument, or pursuant to some other characterization, such that the timing and character of your income from the Notes could
differ materially and adversely from the treatment described above. Please see the discussion below under “Material U.S. Federal Income Tax Consequences”.
|
Canadian Tax Treatment:
|
Please see the discussion in the product supplement under “Supplemental Discussion of Canadian Tax Consequences”, which applies to the Notes. In addition to the
assumptions, limitations and conditions described therein, such discussion assumes that no amount paid or payable to a Non-resident Holder in respect of the Notes will be the deduction component of a “hybrid mismatch arrangement” under
which the payment arises within the meaning of paragraph 18.4(3)(b) of the Canadian Tax Act (as defined in the prospectus) contained in rules governing hybrid mismatch arrangements (the “Hybrid Mismatch Rules”). We will not pay any
additional amounts as a result of any withholding required by reason of the Hybrid Mismatch Rules.
|
Calculation Agent:
|
TD
|
Listing:
|
The Notes will not be listed or displayed on any securities exchange or electronic communications network.
|
Clearance and Settlement:
|
DTC global (including through its indirect participants Euroclear and Clearstream, Luxembourg) as described under “Description of the Debt Securities — Forms of the Debt
Securities” and “Ownership, Book-Entry Procedures and Settlement” in the prospectus.
|
Canadian Bail-in:
|
The Notes are not bail-inable debt securities (as defined in the prospectus) under the Canada Deposit Insurance Corporation Act.
|
Change in Law Event:
|
Not applicable, notwithstanding anything to the contrary in the product supplement.
|
P-4
|
◾ |
Prospectus dated March 4, 2022:
|
◾ |
Product Supplement MLN-EI-1 dated March 4, 2022:
|
P-5
|
P-6
|
P-7
|
P-8
|
• |
the level of the Reference Asset;
|
• |
the volatility – i.e., the frequency and magnitude of changes – in the level of the Reference Asset;
|
• |
the dividend rates, if applicable, of the Reference Asset Constituents;
|
• |
economic, financial, regulatory and political, military, public health or other events that may affect the prices of any of the Reference Asset Constituents and thus the level of the Reference Asset;
|
• |
interest rates and yield rates in the market;
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• |
the time remaining until your Notes mature;
|
• |
any fluctuations in the exchange rate between currencies in which the Reference Asset Constituents are quoted and traded and the U.S. dollar, as applicable; and
|
• |
our creditworthiness, whether actual or perceived, and including actual or anticipated upgrades or downgrades in our credit ratings or changes in other credit measures.
|
P-9
|
P-10
|
P-11
|
Key Terms and Assumptions
|
|||
Principal Amount
|
$1,000
|
||
Hypothetical Threshold Settlement Amount
|
$1,182.40*
|
||
Threshold Level
|
90.00% of the Initial Level
|
||
Downside Multiplier
|
Approximately 1.1111
|
||
Threshold Percentage
|
10.00%
|
||
* The bottom of the Threshold Settlement Amount range specified herein. The actual Threshold Settlement Amount will be determined on the
Pricing Date.
Neither a market disruption event nor a non-Trading Day occurs on the originally scheduled Valuation Date
|
|||
No change in or affecting any of the Reference Asset Constituents or the method by which the Index Sponsor calculates the Reference Asset
|
|||
Notes purchased on the Issue Date at the Principal Amount and held to the Maturity Date
|
P-12
|
Hypothetical Final Level
(as Percentage of Initial Level)
|
Hypothetical Payment at Maturity
(as Percentage of Principal Amount)
|
150.000%
|
118.240%
|
140.000%
|
118.240%
|
130.000%
|
118.240%
|
120.000%
|
118.240%
|
118.240%
|
118.240%
|
118.000%
|
118.240%
|
112.000%
|
118.240%
|
106.000%
|
118.240%
|
100.000%
|
118.240%
|
95.000%
|
118.240%
|
90.000%
|
118.240%
|
80.000%
|
88.889%
|
70.000%
|
77.778%
|
60.000%
|
66.667%
|
50.000%
|
55.556%
|
25.000%
|
27.778%
|
0.000%
|
0.000%
|
P-13
|
Example 1 —
|
Calculation of the Payment at Maturity where the Percentage Change is positive.
|
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Percentage Change:
|
5.00%
|
|
Payment at Maturity:
|
$1,182.40
|
|
On a $1,000 investment, a Percentage Change of 5.00% results in a Final Level that is greater than the Threshold Level; therefore, a holder of the Notes will receive the Threshold Settlement
Amount, for a Payment at Maturity of $1,182.40, a return of 18.240% on the Notes.
|
Example 2 —
|
Calculation of the Payment at Maturity where the Percentage Change is positive.
|
|
Percentage Change:
|
30.00%
|
|
Payment at Maturity:
|
$1,182.40
|
|
On a $1,000 investment, a Percentage Change of 30.00% results in a Final Level that is greater than the Threshold Level; therefore, a holder of the Notes will receive the
Threshold Settlement Amount, for a Payment at Maturity of $1,182.40, a return of 18.240% on the Notes.
|
Example 3 —
|
Calculation of the Payment at Maturity where the Percentage Change is negative (but the Final Level is greater than or equal to the Threshold Level).
|
|
Percentage Change:
|
-5.00%
|
|
Payment at Maturity:
|
$1,182.40
|
|
On a $1,000 investment, a Percentage Change of -5.00% results in a Final Level that is greater than the Threshold Level; therefore, a holder of the Notes will receive the Threshold Settlement
Amount, for a Payment at Maturity of $1,182.40, a return of 18.240% on the Notes.
|
Example 4 —
|
Calculation of the Payment at Maturity where the Percentage Change is negative (and the Final Level is less than the Threshold Level).
|
|
Percentage Change:
|
-60.00%
|
|
Payment at Maturity:
|
$1,000 + [$1,000 × approximately 1.1111 × (-60.00% + 10.00%)]
= $1,000 – $555.56
= $444.44
|
|
On a $1,000 investment, a Percentage Change of -60.00% results in a Final Level that is less than the Threshold Level; therefore, a holder of the Notes will receive a Payment at Maturity of
$444.44, a return of -55.556% on the Notes.
|
P-14
|
P-15
|
We cannot predict the actual Final Level or what the market value of your Notes will be on any particular Trading Day, nor can we
predict the relationship between the level of the Reference Asset and the market value of your Notes at any time prior to the Maturity Date. The actual
amount that you will receive, if any, at maturity and the rate of return on the offered Notes will depend on the actual Initial Level and Threshold Settlement Amount, which we will set on the Pricing Date, and the actual Final Level to be
determined by the Calculation Agent as described above. Moreover, the assumptions on which the hypothetical returns are based may turn out to be inaccurate. Consequently, the amount of cash to be paid in respect of your Notes, if any, on
the Maturity Date may be very different from the information reflected in the examples above.
|
P-16
|
• |
is an equity index, and therefore cannot be invested in directly;
|
• |
does not file reports with the SEC;
|
• |
was first launched in 1984 based on an initial value of 100 as of December 31, 1978; and
|
• |
is sponsored by FTSE Russell (“FTSE Russell”)
|
P-17
|
P-18
|
P-19
|
P-20
|
• |
if a constituent is declared bankrupt without any indication of compensation to shareholders, the last traded price will be adjusted to zero value and the constituent will be removed from the Russell 2000®
Index with notice (typically T+2);
|
• |
in all other cases, a constituent will continue to be included in the Russell 2000® Index for a period of up to 20 business days at its last traded price;
|
• |
if a constituent continues to be suspended at the end of that 20 business day period (the suspension period), it will be subject to review. FTSE Russell will take into account the stated reasons for the
suspension. These reasons may include announcements made by the company regarding a pending acquisition or restructuring, and any stated intentions regarding a date for the resumption of trading. If following review, a decision is taken to
remove the constituent, FTSE Russell will provide notice of 20 business days (the notice period) that it intends to remove the constituent, at zero value, at the conclusion of the notice period. If the security has not resumed trading at
the conclusion of the notice period, it will be removed with two days’ notice. If during the notice period further details are disclosed as to the reason for a company’s suspension, those reasons (and any possible resumption of trade date)
will be taken into account when determining if the company should remain on notice;
|
• |
if a suspended constituent resumes trading on or before the last business day of the notice period, the deletion notice will be rescinded and the constituent will be retained in the Russell 2000®
Index. However, where the constituent resumes trading after the 40th business day of suspension, the constituent will continue to be removed from the Russell 2000® Index as previously announced but in these circumstance the
deletion will be implemented at market value unless there are barriers that render a market value irreplicable. In this event, the company will continue to be removed at zero;
|
• |
if the notice period expires in the week preceding an index review, the company will be removed in conjunction with the index review;
|
• |
in certain limited circumstances where the index weight of the constituent is significant and FTSE Russell determines that a market-related value can be established for the suspended constituent, for example
because similar company securities continue to trade, deletion may take place at the market-related value instead. In such circumstances, FTSE Russell will set out its rationale for the proposed
treatment of the constituent at the end of the suspension period. The company would then be removed at that value at the end of the notice period;
|
• |
if a constituent has been removed from the Russell 2000® Index and trading is subsequently restored, the constituent will only be reconsidered for inclusion after a period of 12 months from its
deletion. For the purposes of index eligibility it will be treated as a new issue.
|
P-21
|
P-22
|
P-23
|
P-24
|
P-25
|
P-26
|
P-27
|
P-28
|
1 Year Toronto Dominion Bank Chart |
1 Month Toronto Dominion Bank Chart |
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