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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 | |
---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 60.37 | 21 | 09:58:46 |
PRELIMINARY PRICING SUPPLEMENT
Subject to Completion, dated September 5, 2024
Filed Pursuant to Rule 424(b)(2)
Registration Statement No. 333-262557
(To Product Supplement MLN-WF-1 dated August 31, 2022
and Prospectus dated March 4, 2022)
|
The Toronto-Dominion Bank
Senior Debt Securities, Series E
Equity Linked Securities
|
|
Market Linked Securities—Auto-Callable with Contingent Coupon with Memory Feature and Contingent Downside
Principal at Risk Securities Linked to the Lowest Performing of the common stock of Intel Corporation, the common stock of Micron Technology, Inc. and the common stock
of NVIDIA Corporation due September 30, 2027
|
|
■ Linked to the lowest performing of the common stock of Intel Corporation, the common stock of Micron Technology, Inc. and the common stock of NVIDIA Corporation (each referred
to as an “Underlying Stock”)
■ Unlike ordinary debt securities, the securities do not provide for fixed payments of interest, do not repay a fixed amount of principal at stated maturity and are subject to potential automatic call prior to stated
maturity upon the terms described below. Whether the securities pay a contingent coupon payment, whether the securities are automatically called prior to stated maturity and, if they are not automatically called, whether you receive the
face amount of your securities at stated maturity will depend, in each case, on the stock closing price of the lowest performing Underlying Stock on the relevant calculation day. The lowest performing Underlying Stock on any calculation
day is the Underlying Stock that has the lowest stock closing price on that calculation day as a percentage of its starting price
■ Contingent Coupon. The securities will pay a contingent coupon payment on a monthly basis until the earlier of stated maturity or automatic call if, and only if, the stock closing price of the lowest performing Underlying Stock on the calculation day for that month is greater than or equal to its coupon threshold price. If the stock closing price of the lowest
performing Underlying Stock on one or more calculation days is less than its coupon threshold price and, on a subsequent calculation day, the stock closing price of the lowest performing Underlying Stock on that subsequent calculation day
is greater than or equal to its coupon threshold price, the securities will pay the contingent coupon payment due for that subsequent calculation day plus all previously unpaid contingent coupon payments (without interest on amounts
previously unpaid). If the stock closing price of the lowest performing Underlying Stock on a calculation day is less than its coupon threshold price, you will not receive any contingent coupon payment on the related monthly contingent
coupon payment date. In addition, if the stock closing price of the lowest performing Underlying Stock on a calculation day is less than its coupon threshold price and the stock closing price of the lowest performing Underlying Stock on
each subsequent calculation day up to and including the final calculation day is less than its coupon threshold price, you will not receive the unpaid contingent coupon payments in respect of those calculation days. If the stock closing
price of the lowest performing Underlying Stock is less than its coupon threshold price on every calculation day, you will not receive any contingent coupon payments throughout the entire term of the securities. The coupon threshold price
for each Underlying Stock is equal to 80% of its starting price. The contingent coupon rate will be determined on the pricing date and will be at least 30.30% per annum
■ Automatic Call. If the stock closing price of the lowest performing Underlying Stock on any of the monthly calculation days from March 2025 to August 2027, inclusive, is greater
than or equal to its starting price, the securities will be automatically called for the face amount plus a final contingent coupon payment and any previously unpaid contingent coupon payments
■ Potential Loss of Principal. If the securities are not automatically called prior to stated maturity, you will receive the face amount at stated maturity if, and only if, the stock closing price of the lowest performing Underlying Stock on the final calculation day is greater than or equal to its downside threshold price. If the stock closing price of the
lowest performing Underlying Stock on the final calculation day is less than its downside threshold price, you will lose more than 40%, and possibly all, of the face amount of your securities. The downside threshold price for each Underlying Stock is equal to 60% of its starting price
■ If the securities are not automatically called prior to stated maturity, you will have full downside exposure to the lowest performing Underlying Stock from its starting price if its stock closing price on the final
calculation day is less than its downside threshold price, but you will not participate in any appreciation of any Underlying Stock and will not receive any dividends on any Underlying Stock
■ Your return on the securities will depend solely on the performance of the Underlying Stock that is the lowest performing Underlying Stock on each calculation day. You will not
benefit in any way from the performance of the better performing Underlying Stocks. Therefore, you will be adversely affected if any Underlying Stock performs poorly, even if the other Underlying
Stocks perform favorably
■ All payments on the securities are subject to the credit risk of The Toronto-Dominion Bank (the “Bank”)
■ No exchange listing; designed to be held to maturity
|
Original Offering Price
|
Agent Discount(1)
|
Proceeds to The Toronto-Dominion Bank
|
|
Per Security
|
$1,000.00
|
$23.25
|
$976.75
|
Total
|
(1) |
The Agents may receive a commission of up to $23.25 (2.325%) per security and may use a portion of that commission to allow selling concessions to other dealers in connection with the distribution of the
securities, or will offer the securities directly to investors. The Agents may resell the securities to other securities dealers at the original offering price less a concession not in excess of $17.50 (1.75%) per security. Such securities
dealers may include Wells Fargo Advisors (“WFA”, the trade name of the retail brokerage business of Wells Fargo Clearing Services, LLC and Wells Fargo Advisors Financial Network, LLC), an affiliate of Wells Fargo Securities, LLC (“Wells
Fargo Securities”). The other dealers may forgo, in their sole discretion, some or all of their selling concessions. In addition to the selling concession allowed to WFA, Wells Fargo Securities will pay $0.75 (0.075%) per security of the
agent discount to WFA as a distribution expense fee for each security sold by WFA. The Bank will reimburse TD Securities (USA) LLC (“TDS”) for certain expenses in connection with its role in the offer and sale of the securities, and the
Bank will pay TDS a fee in connection with its role in the offer and sale of the securities. In respect of certain securities sold in this offering, we may pay a fee of up to $3.50 per security to selected securities dealers in
consideration for marketing and other services in connection with the distribution of the securities to other securities dealers. See “Terms of the Securities—Agents” herein and “Supplemental Plan of Distribution (Conflicts of Interest)
–Selling Restrictions” in the accompanying product supplement.
|
TD Securities (USA) LLC
|
Wells Fargo Securities
|
Market Linked Securities—Auto-Callable with Contingent Coupon with Memory Feature and Contingent Downside
Principal at Risk Securities Linked to the Lowest Performing of the common stock of Intel Corporation, the common stock of
Micron Technology, Inc. and the common stock of NVIDIA Corporation due September 30, 2027
|
Terms of the Securities
|
Issuer:
|
The Toronto-Dominion Bank (the “Bank”).
|
||
Market Measures:
|
The common stock of Intel Corporation, the common stock of Micron Technology, Inc. and the common stock of NVIDIA Corporation (each referred to as an “Underlying Stock,”
and collectively as the “Underlying Stocks”). We refer to the issuer of each Underlying Stock as an “Underlying Stock Issuer” and collectively as the “Underlying Stock Issuers.”
|
||
Pricing Date*:
|
September 27, 2024.
|
||
Issue Date*:
|
October 2, 2024. We expect that delivery of the securities will be made against payment for the securities on the issue date, which is more than one business day following
the pricing date. Notwithstanding anything to the contrary in the accompanying product supplement, under Rule 15c6-1 of the Securities Exchange Act of 1934, as amended, trades in the secondary market generally are required to settle in one
business day, unless the parties to any such trade expressly agree otherwise. Accordingly, purchasers who wish to trade the securities on any date prior to one business day before delivery will be required to specify alternative settlement
arrangements to prevent a failed settlement.
|
||
Original Offering
Price:
|
$1,000 per security.
|
||
Face Amount:
|
$1,000 per security. References in this pricing supplement to a “security” are to a security with a face amount of $1,000.
|
||
Contingent Coupon
Payment (with
Memory Feature):
|
On each contingent coupon payment date, you will receive a contingent coupon payment at a per annum rate equal to the contingent coupon rate if, and only if, the stock closing price of the lowest performing Underlying Stock on the related calculation day is greater than or equal to its coupon threshold price. Each “contingent coupon payment,” if any, will be
calculated per security as follows: ($1,000 × contingent coupon rate)/12. Any contingent coupon payment will be rounded to the nearest cent, with one-half cent rounded upward. In addition, if the stock closing price of the lowest performing
Underlying Stock on one or more calculation days is less than its coupon threshold price and, on a subsequent calculation day, the stock closing price of the lowest performing Underlying Stock on that subsequent calculation day is greater
than or equal to its coupon threshold price, the securities will pay the contingent coupon payment due for that subsequent calculation day plus all previously unpaid contingent coupon payments (without interest on amounts previously
unpaid).
If the stock closing price of the lowest performing Underlying Stock on any calculation day is less than its coupon threshold price, you will not
receive any contingent coupon payment on the related contingent coupon payment date. In addition, if the stock closing price of the lowest performing Underlying Stock on a calculation day is less than its coupon threshold price and the
stock closing price of the lowest performing Underlying Stock on each subsequent calculation day up to and including the final calculation day is less than its coupon threshold price, you will not receive the unpaid contingent coupon
payments in respect of those calculation days. If the stock closing price of the lowest performing Underlying Stock is less than its coupon threshold price on all calculation days, you will not receive any contingent coupon payments over
the term of the securities.
|
||
Contingent Coupon
Payment Dates:
|
Monthly, on the third business day following each calculation day (as each such calculation day may be postponed pursuant to “—Market Disruption Events and Postponement
Provisions” below, if applicable); provided that the contingent coupon payment date with respect to the final calculation day will be the stated maturity date.
|
||
Contingent Coupon
Rate:
|
The “contingent coupon rate” will be determined on the pricing date and will be at least 30.30% per annum.
|
Market Linked Securities—Auto-Callable with Contingent Coupon with Memory Feature and Contingent Downside
Principal at Risk Securities Linked to the Lowest Performing of the common stock of Intel Corporation, the common stock of
Micron Technology, Inc. and the common stock of NVIDIA Corporation due September 30, 2027
|
Automatic Call:
|
If the stock closing price of the lowest performing Underlying Stock on any of the calculation days from March 2025 to August 2027, inclusive, is greater than or equal to
its starting price, the securities will be automatically called, and on the related call settlement date you will be entitled to receive a cash payment per security in U.S. dollars equal to the face amount plus a final contingent coupon
payment, and any previously unpaid contingent coupons. The securities will not be subject to automatic call until the sixth calculation day, which is approximately six months after the issue date.
If the securities are automatically called, they will cease to be outstanding on the related call settlement date and you will have no further rights under the securities
after such call settlement date. You will not receive any notice from us if the securities are automatically called.
|
||
Calculation Days*:
|
Monthly, on the 27th day of each month, commencing in October 2024 and ending in September 2027, each subject to postponement as described below under “—Market
Disruption Events and Postponement Provisions.” We refer to the calculation day scheduled to occur in September 2027 (expected to be September 27, 2027) as the “final calculation day.”
|
||
Call Settlement Date:
|
Three business days after the applicable calculation day (as each such calculation day may be postponed pursuant to “—Market Disruption Events and Postponement Provisions”
below, if applicable).
|
||
Stated Maturity
Date*:
|
September 30, 2027, subject to postponement. The securities are not subject to repayment at the option of any holder of the securities prior to the stated maturity date.
|
||
Maturity Payment
Amount:
|
If the securities are not automatically called prior to the stated maturity date, you will be entitled to receive on the stated maturity date a cash payment per security
in U.S. dollars equal to the maturity payment amount (in addition to the final contingent coupon payment and any previously unpaid contingent coupon payments, if due). The “maturity payment amount” per security will equal:
• if the ending price of the lowest performing Underlying Stock on
the final calculation day is greater than or equal to its downside threshold price: $1,000; or
• if the ending price of the lowest performing Underlying Stock
on the final calculation day is less than its downside threshold price:
|
||
$1,000 × performance factor of the lowest performing Underlying Stock on the final calculation day
|
|||
If the securities are not automatically called prior to stated maturity and the ending price of the lowest performing Underlying Stock on the final
calculation day is less than its downside threshold price, you will lose more than 40%, and possibly all, of the face amount of your securities at stated maturity.
Any return on the securities will be limited to the sum of your contingent coupon payments, if any. You will not participate in any appreciation of any
Underlying Stock, but you will have full downside exposure to the lowest performing Underlying Stock on the final calculation day if the ending price of that Underlying Stock is less than its downside threshold price.
|
|||
Lowest Performing
Underlying Stock:
|
For any calculation day, the “lowest performing Underlying Stock” will be the Underlying Stock with the lowest performance factor on that calculation day.
|
||
Performance Factor:
|
With respect to an Underlying Stock on any calculation day, its stock closing price on such calculation day divided by its
starting price (expressed as a percentage).
|
||
Stock Closing Price:
|
With respect to each Underlying Stock, stock closing price, closing price and adjustment factor has the meaning set forth under “General Terms of the Securities—Certain
Terms for Securities Linked to an Underlying Stock—Certain Definitions” in the accompanying product supplement.
|
||
Starting Price:
|
With respect to the common stock of Intel Corporation: $ , its stock closing price on the pricing
date.
With respect to the common stock of Micron Technology, Inc.: $ , its stock closing price on the pricing date.
With respect to the common stock of NVIDIA Corporation: $ , its stock closing price on the pricing date.
|
||
Ending Price:
|
The “ending price” of an Underlying Stock will be its stock closing price on the final calculation day.
|
||
Coupon Threshold
Price:
|
With respect to the common stock of Intel Corporation: $ , which is equal to 80% of its starting price.
With respect to the common stock of Micron Technology, Inc.: $ , which is equal to 80% of its starting price.
With respect to the common stock of NVIDIA Corporation: $ , which is equal to 80% of its starting price.
|
Market Linked Securities—Auto-Callable with Contingent Coupon with Memory Feature and Contingent Downside
Principal at Risk Securities Linked to the Lowest Performing of the common stock of Intel Corporation, the common stock of
Micron Technology, Inc. and the common stock of NVIDIA Corporation due September 30, 2027
|
Downside Threshold
Price:
|
With respect to the common stock of Intel Corporation: $ , which is equal to 60% of its starting price.
With respect to the common stock of Micron Technology, Inc.: $ , which is equal to 60% of its starting price.
With respect to the common stock of NVIDIA Corporation: $ , which is equal to 60% of its starting price.
|
||
Market Disruption
Events and
Postponement
Provisions:
|
Each calculation day is subject to postponement due to non-trading days and the occurrence of a market disruption event. In addition, the stated maturity date will be
postponed if the final calculation day is postponed and will be adjusted for non-business days. For more information regarding adjustments to the calculation days and the stated maturity date, see “General Terms of the
Securities—Consequences of a Market Disruption Event; Postponement of a Calculation Day—Securities Linked to Multiple Market Measures” and “—Payment Dates” in the accompanying product supplement. For purposes of the accompanying product
supplement, each call settlement date and the stated maturity date is a “payment date.” In addition, for information regarding the circumstances that may result in a market disruption event, see “General Terms of the Securities—Certain
Terms for Securities Linked to an Underlying Stock—Market Disruption Events” in the accompanying product supplement.
|
||
Calculation Agent:
|
The Bank
|
||
U.S. Tax Treatment:
|
By purchasing the securities, you agree, in the absence of a statutory or regulatory change or an administrative determination or judicial ruling to the contrary, to treat
the securities, for U.S. federal income tax purposes, as prepaid derivative contracts with respect to the Market Measures with associated contingent coupon payments. Pursuant to this approach, any contingent coupon payment that you receive
should be included in ordinary income at the time you receive the payment or when it accrues, depending on your regular method of accounting for U.S. federal income tax purposes. 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 securities in the manner described above. However, because there is no authority that specifically
addresses the tax treatment of the securities, it is possible that your securities 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 securities could differ materially and adversely from the treatment described above, as described further under “Material U.S. Federal Income Tax Consequences” herein and in the product
supplement. An investment in the securities is not appropriate for non-U.S. holders, and we will not attempt to ascertain the tax consequences to non-U.S. holders of the purchase, ownership or disposition
of the securities.
|
||
Canadian Tax
Treatment:
|
Please see the discussion in the product supplement under “Supplemental Discussion of Canadian Tax Consequences,” which applies to the securities. The Hybrid Mismatch
Proposals (as defined in the product supplement) received Royal Assent on June 20, 2024.
|
||
Agents:
|
TD Securities (USA) LLC. and Wells Fargo Securities, LLC
The Agents may receive a commission of up to $23.25 (2.325%) per security and may use a portion of that commission to allow selling concessions to other dealers in
connection with the distribution of the securities, or will offer the securities directly to investors. The Agents may resell the securities to other securities dealers at the original offering price less a concession not in excess of
$17.50 (1.75%) per security. Such securities dealers may include WFA. In addition to the selling concession allowed to WFA, Wells Fargo Securities will pay $0.75 (0.075%) per security of the agent discount to WFA as a distribution expense
fee for each security sold by WFA.
In addition, in respect of certain securities sold in this offering, we may pay a fee of up to $3.50 per security to selected securities dealers in consideration for
marketing and other services in connection with the distribution of the securities to other securities dealers.
The price at which you purchase the securities includes costs that the Bank, the Agents or their respective affiliates expect to incur and profits that the Bank, the
Agents or their respective affiliates expect to realize in connection with hedging activities related to the securities, as set forth above. These costs and profits will likely reduce the secondary market price, if any secondary market
develops, for the securities. As a result, you may experience an immediate and substantial decline in the market value of your securities on the pricing date. See “Selected Risk Considerations — Risks Relating To The Estimated Value Of The
Securities And Any Secondary Market — The Agent Discount, Offering Expenses And Certain Hedging Costs Are Likely To Adversely Affect Secondary Market Prices” in this pricing supplement.
|
||
Listing:
|
The securities will not be listed 0r displayed on any securities exchange or electronic communications network
|
||
Canadian
Bail-in:
|
The securities are not bail-inable debt securities under the CDIC Act
|
Market Linked Securities—Auto-Callable with Contingent Coupon with Memory Feature and Contingent Downside
Principal at Risk Securities Linked to the Lowest Performing of the common stock of Intel Corporation, the common stock of
Micron Technology, Inc. and the common stock of NVIDIA Corporation due September 30, 2027
|
Denominations:
|
$1,000 and any integral multiple of $1,000.
|
||
CUSIP / ISIN:
|
89115GHU6 / US89115GHU67
|
Market Linked Securities—Auto-Callable with Contingent Coupon with Memory Feature and Contingent Downside
Principal at Risk Securities Linked to the Lowest Performing of the common stock of Intel Corporation, the common stock of
Micron Technology, Inc. and the common stock of NVIDIA Corporation due September 30, 2027
|
Additional Information about the Issuer and the Securities
|
• |
Product Supplement MLN-WF-1 dated August 31, 2022:
|
• |
Prospectus dated March 4, 2022:
|
Market Linked Securities—Auto-Callable with Contingent Coupon with Memory Feature and Contingent Downside
Principal at Risk Securities Linked to the Lowest Performing of the common stock of Intel Corporation, the common stock of
Micron Technology, Inc. and the common stock of NVIDIA Corporation due September 30, 2027
|
Estimated Value of the Securities
|
Market Linked Securities—Auto-Callable with Contingent Coupon with Memory Feature and Contingent Downside
Principal at Risk Securities Linked to the Lowest Performing of the common stock of Intel Corporation, the common stock of
Micron Technology, Inc. and the common stock of NVIDIA Corporation due September 30, 2027
|
Investor Considerations
|
◾ |
seek an investment with contingent coupon payments at a rate of at least 30.30% per annum (to be determined on the pricing date) until the earlier of stated maturity or automatic call, if, and only if,
the stock closing price of the lowest performing Underlying Stock on the applicable calculation day is greater than or equal to 80% of its starting price;
|
◾ |
understand that if the ending price of the lowest performing Underlying Stock on the final calculation day has declined by more than 40% from its starting price, they will be fully exposed to the decline in the lowest performing
Underlying Stock from its starting price and will lose more than 40%, and possibly all, of the face amount at stated maturity;
|
◾ |
are willing to accept the risk that they may receive few or no contingent coupon payments over the term of the securities;
|
◾ |
understand that the securities may be automatically called prior to stated maturity and that the term of the securities may be as short as approximately six months;
|
◾ |
understand that the return on the securities will depend solely on the performance of the Underlying Stock that is the lowest performing Underlying Stock on each calculation day and that they will not benefit in any way from the
performance of the better performing Underlying Stocks;
|
◾ |
understand that the securities are riskier than alternative investments linked to only one of the Underlying Stocks or linked to a basket composed of each Underlying Stock;
|
◾ |
understand and are willing to accept the full downside risks of each Underlying Stock;
|
◾ |
are willing to forgo participation in any appreciation of any Underlying Stock and dividends on any Underlying Stock; and
|
◾ |
are willing to hold the securities until maturity.
|
◾ |
seek a liquid investment or are unable or unwilling to hold the securities to maturity;
|
◾ |
require full payment of the face amount of the securities at stated maturity;
|
◾ |
seek a security with a fixed term;
|
◾ |
are unwilling to purchase securities with an estimated value as of the pricing date that is lower than the original offering price and that may be as low as the lower estimated value set forth on the cover page;
|
◾ |
are unwilling to accept the risk that the stock closing price of the lowest performing Underlying Stock on the final calculation day may decline by more than 40% from its starting price;
|
◾ |
seek certainty of current income over the term of the securities;
|
◾ |
seek exposure to the upside performance of any or each Underlying Stock;
|
◾ |
seek exposure to a basket composed of each Underlying Stock or a similar investment in which the overall return is based on a blend of the performances of the Underlying Stocks, rather than solely on the lowest performing Underlying
Stock;
|
◾ |
are unwilling to accept the risk of exposure to the Underlying Stocks;
|
◾ |
are unwilling to accept the credit risk of the Bank; or
|
◾ |
prefer the lower risk of conventional fixed income investments with comparable maturities issued by companies with comparable credit ratings.
|
Market Linked Securities—Auto-Callable with Contingent Coupon with Memory Feature and Contingent Downside
Principal at Risk Securities Linked to the Lowest Performing of the common stock of Intel Corporation, the common stock of
Micron Technology, Inc. and the common stock of NVIDIA Corporation due September 30, 2027
|
Determining Payment On A Contingent Coupon Payment Date and at Maturity
|
Market Linked Securities—Auto-Callable with Contingent Coupon with Memory Feature and Contingent Downside
Principal at Risk Securities Linked to the Lowest Performing of the common stock of Intel Corporation, the common stock of
Micron Technology, Inc. and the common stock of NVIDIA Corporation due September 30, 2027
|
Market Linked Securities—Auto-Callable with Contingent Coupon with Memory Feature and Contingent Downside
Principal at Risk Securities Linked to the Lowest Performing of the common stock of Intel Corporation, the common stock of
Micron Technology, Inc. and the common stock of NVIDIA Corporation due September 30, 2027
|
Hypothetical Payout Profile
|
Market Linked Securities—Auto-Callable with Contingent Coupon with Memory Feature and Contingent Downside
Principal at Risk Securities Linked to the Lowest Performing of the common stock of Intel Corporation, the common stock of
Micron Technology, Inc. and the common stock of NVIDIA Corporation due September 30, 2027
|
Selected Risk Considerations
|
Market Linked Securities—Auto-Callable with Contingent Coupon with Memory Feature and Contingent Downside
Principal at Risk Securities Linked to the Lowest Performing of the common stock of Intel Corporation, the common stock of
Micron Technology, Inc. and the common stock of NVIDIA Corporation due September 30, 2027
|
Market Linked Securities—Auto-Callable with Contingent Coupon with Memory Feature and Contingent Downside
Principal at Risk Securities Linked to the Lowest Performing of the common stock of Intel Corporation, the common stock of
Micron Technology, Inc. and the common stock of NVIDIA Corporation due September 30, 2027
|
Market Linked Securities—Auto-Callable with Contingent Coupon with Memory Feature and Contingent Downside
Principal at Risk Securities Linked to the Lowest Performing of the common stock of Intel Corporation, the common stock of
Micron Technology, Inc. and the common stock of NVIDIA Corporation due September 30, 2027
|
• |
Investing In The Securities Is Not The Same As Investing In The Underlying Stocks. Investing in the securities is not equivalent to investing in any of the
Underlying Stocks. As an investor in the securities, your return will not reflect the return you would realize if you actually owned and held the Underlying Stocks for a period similar to the term of the securities because you will not
receive any dividend payments, distributions or any other payments paid on any Underlying Stock. As a holder of the securities, you will not have any voting rights or any other rights that holders of the Underlying Stocks would have.
|
• |
Historical Prices Of The Underlying Stocks Should Not Be Taken As An Indication Of The Future Performance Of The Underlying Stocks During The Term Of The Securities.
|
• |
The Securities May Become Linked To The Common Stock Of A Company Other Than An Original Underlying Stock Issuer.
|
• |
We, The Agents And Our Respective Affiliates Cannot Control Actions By An Underlying Stock Issuer.
|
• |
We, The Agents And Our Respective Affiliates Have No Affiliation With Any Underlying Stock Issuer And Have Not Independently Verified Their Public Disclosure Of Information.
|
• |
You Have Limited Anti-Dilution Protection.
|
• |
Trading And Business Activities By The Bank Or Its Affiliates May Adversely Affect The Market Value Of, And Any Amount Payable On, The Securities.
|
• |
There Are Potential Conflicts Of Interest Between You And The Calculation Agent.
|
Market Linked Securities—Auto-Callable with Contingent Coupon with Memory Feature and Contingent Downside
Principal at Risk Securities Linked to the Lowest Performing of the common stock of Intel Corporation, the common stock of
Micron Technology, Inc. and the common stock of NVIDIA Corporation due September 30, 2027
|
Hypothetical Returns
|
Hypothetical performance factor of
lowest performing Underlying Stock on
final calculation day
|
Hypothetical maturity payment amount
per security
|
175.00%
|
$1,000.00
|
160.00%
|
$1,000.00
|
150.00%
|
$1,000.00
|
140.00%
|
$1,000.00
|
130.00%
|
$1,000.00
|
120.00%
|
$1,000.00
|
110.00%
|
$1,000.00
|
100.00%
|
$1,000.00
|
90.00%
|
$1,000.00
|
80.00%
|
$1,000.00
|
70.00%
|
$1,000.00
|
60.00%
|
$1,000.00
|
59.00%
|
$590.00
|
50.00%
|
$500.00
|
40.00%
|
$400.00
|
30.00%
|
$300.00
|
25.00%
|
$250.00
|
0.00%
|
$0.00
|
Market Linked Securities—Auto-Callable with Contingent Coupon with Memory Feature and Contingent Downside
Principal at Risk Securities Linked to the Lowest Performing of the common stock of Intel Corporation, the common stock of
Micron Technology, Inc. and the common stock of NVIDIA Corporation due September 30, 2027
|
Hypothetical Contingent Coupon Payments
|
The common
stock of Intel
Corporation
|
The common
stock of Micron
Technology, Inc.
|
The common
stock of NVIDIA
Corporation
|
||
Hypothetical starting price:
|
$100.00
|
$100.00
|
$100.00
|
|
Hypothetical stock closing price on hypothetical calculation day #1:
|
$90.00
|
$95.00
|
$80.00
|
|
Hypothetical coupon threshold price:
|
$80.00
|
$80.00
|
$80.00
|
|
Performance factor (stock closing price on calculation day #1 divided by starting price):
|
90.00%
|
95.00%
|
80.00%
|
The common
stock of Intel
Corporation
|
The common
stock of Micron
Technology, Inc.
|
The common
stock of NVIDIA
Corporation
|
||
Hypothetical starting price:
|
$100.00
|
$100.00
|
$100.00
|
|
Hypothetical stock closing price on hypothetical calculation day #2:
|
$49.00
|
$125.00
|
$105.00
|
|
Hypothetical coupon threshold price:
|
$80.00
|
$80.00
|
$80.00
|
|
Performance factor (stock closing price on calculation day #2 divided by starting price):
|
49.00%
|
125.00%
|
105.00%
|
Market Linked Securities—Auto-Callable with Contingent Coupon with Memory Feature and Contingent Downside
Principal at Risk Securities Linked to the Lowest Performing of the common stock of Intel Corporation, the common stock of
Micron Technology, Inc. and the common stock of NVIDIA Corporation due September 30, 2027
|
The common
stock of Intel
Corporation
|
The common
stock of Micron
Technology, Inc.
|
The common
stock of NVIDIA
Corporation
|
||
Hypothetical starting price:
|
$100.00
|
$100.00
|
$100.00
|
|
Hypothetical stock closing price on hypothetical calculation day #3:
|
$115.00
|
$105.00
|
$130.00
|
|
Hypothetical coupon threshold price:
|
$80.00
|
$80.00
|
$80.00
|
|
Performance factor (stock closing price on calculation day #3 divided by starting price):
|
115.00%
|
105.00%
|
130.00%
|
Market Linked Securities—Auto-Callable with Contingent Coupon with Memory Feature and Contingent Downside
Principal at Risk Securities Linked to the Lowest Performing of the common stock of Intel Corporation, the common stock of
Micron Technology, Inc. and the common stock of NVIDIA Corporation due September 30, 2027
|
Hypothetical Payment at Stated Maturity
|
The common
stock of Intel
Corporation
|
The common
stock of Micron
Technology, Inc.
|
The common
stock of NVIDIA
Corporation
|
||
Hypothetical starting price:
|
$100.00
|
$100.00
|
$100.00
|
|
Hypothetical ending price:
|
$145.00
|
$135.00
|
$125.00
|
|
Hypothetical coupon threshold price:
|
$80.00
|
$80.00
|
$80.00
|
|
Hypothetical downside threshold price:
|
$60.00
|
$60.00
|
$60.00
|
|
Performance factor (ending price divided by starting price):
|
145.00%
|
135.00%
|
125.00%
|
Market Linked Securities—Auto-Callable with Contingent Coupon with Memory Feature and Contingent Downside
Principal at Risk Securities Linked to the Lowest Performing of the common stock of Intel Corporation, the common stock of
Micron Technology, Inc. and the common stock of NVIDIA Corporation due September 30, 2027
|
The common
stock of Intel
Corporation
|
The common
stock of Micron
Technology,
Inc.
|
The common
stock of
NVIDIA
Corporation
|
||
Hypothetical starting price:
|
$100.00
|
$100.00
|
$100.00
|
|
Hypothetical ending price:
|
$80.00
|
$115.00
|
$110.00
|
|
Hypothetical coupon threshold price:
|
$80.00
|
$80.00
|
$80.00
|
|
Hypothetical downside threshold price:
|
$60.00
|
$60.00
|
$60.00
|
|
Performance factor (ending price divided by starting price):
|
80.00%
|
115.00%
|
110.00%
|
The common
stock of Intel
Corporation
|
The common
stock of Micron
Technology,
Inc.
|
The common
stock of
NVIDIA
Corporation
|
||
Hypothetical starting price:
|
$100.00
|
$100.00
|
$100.00
|
|
Hypothetical ending price:
|
$120.00
|
$60.00
|
$90.00
|
|
Hypothetical coupon threshold price:
|
$80.00
|
$80.00
|
$80.00
|
|
Hypothetical downside threshold price:
|
$60.00
|
$60.00
|
$60.00
|
|
Performance factor (ending price divided by starting price):
|
120.00%
|
60.00%
|
90.00%
|
Market Linked Securities—Auto-Callable with Contingent Coupon with Memory Feature and Contingent Downside
Principal at Risk Securities Linked to the Lowest Performing of the common stock of Intel Corporation, the common stock of
Micron Technology, Inc. and the common stock of NVIDIA Corporation due September 30, 2027
|
The common
stock of Intel
Corporation
|
The common
stock of Micron
Technology,
Inc.
|
The common
stock of
NVIDIA
Corporation
|
||
Hypothetical starting price:
|
$100.00
|
$100.00
|
$100.00
|
|
Hypothetical ending price:
|
$120.00
|
$45.00
|
$90.00
|
|
Hypothetical coupon threshold price:
|
$80.00
|
$80.00
|
$80.00
|
|
Hypothetical downside threshold price:
|
$60.00
|
$60.00
|
$60.00
|
|
Performance factor (ending price divided by starting price):
|
120.00%
|
45.00%
|
90.00%
|
Market Linked Securities—Auto-Callable with Contingent Coupon with Memory Feature and Contingent Downside
Principal at Risk Securities Linked to the Lowest Performing of the common stock of Intel Corporation, the common stock of
Micron Technology, Inc. and the common stock of NVIDIA Corporation due September 30, 2027
|
Information Regarding The Market Measures
|
Each Underlying Stock is registered under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Companies with securities registered under the Exchange Act are required to
file periodically certain financial and other information specified by the SEC. Information provided to or filed with the SEC can be inspected and copied at the public reference facilities maintained by the SEC or through the SEC’s website
at www.sec.gov. In addition, information regarding each Underlying Stock may be obtained from other sources including, but not limited to, press releases, newspaper articles and other publicly disseminated documents.
The graphs below sets forth the information relating to the historical performance of the Underlying Stocks for the periods specified. We obtained the
information regarding the historical performance of the Underlying Stocks in the graphs below from Bloomberg Professional® service (“Bloomberg”). We have not
conducted any independent review or due diligence of any publicly available information or historical performance information from Bloomberg with respect to the Underlying Stocks. You are urged to make your own investigation into the
Underlying Stocks.
|
The common stock of Intel Corporation
|
Market Linked Securities—Auto-Callable with Contingent Coupon with Memory Feature and Contingent Downside
Principal at Risk Securities Linked to the Lowest Performing of the common stock of Intel Corporation, the common stock of
Micron Technology, Inc. and the common stock of NVIDIA Corporation due September 30, 2027
|
The common stock of Micron Technology, Inc.
|
Market Linked Securities—Auto-Callable with Contingent Coupon with Memory Feature and Contingent Downside
Principal at Risk Securities Linked to the Lowest Performing of the common stock of Intel Corporation, the common stock of
Micron Technology, Inc. and the common stock of NVIDIA Corporation due September 30, 2027
|
The common stock of NVIDIA Corporation
|
Market Linked Securities—Auto-Callable with Contingent Coupon with Memory Feature and Contingent Downside
Principal at Risk Securities Linked to the Lowest Performing of the common stock of Intel Corporation, the common stock of
Micron Technology, Inc. and the common stock of NVIDIA Corporation due September 30, 2027
|
Material U.S. Federal Income Tax Consequences
|
1 Year Toronto Dominion Bank Chart |
1 Month Toronto Dominion Bank Chart |
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