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Name | Symbol | Market | Type |
---|---|---|---|
Toronto Dominion Bank (PK) | USOTC:TDOPF | OTCMarkets | Preference Share |
Price Change | % Change | Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 0.00 | - |
Filed Pursuant to Rule 424(b)(2)
Registration Statement No. 333-262557 (To Prospectus dated March 4, 2022 and Product Supplement STOCK STR-1 dated June 21, 2023) |
255,000 Units
$10 principal amount per unit
CUSIP No. 89116D600
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Pricing Date
Settlement Date
Maturity Date
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September 5, 2024
September 12, 2024
September 24, 2027
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Autocallable Strategic Accelerated Redemption Securities® Linked to the Common Stock of ONEOK, Inc.
◾ Automatically callable if the Observation Level on any Observation Date, occurring approximately one, two and three years after the pricing date, is at or above the Starting Value
◾ In the event of an automatic call, the amount payable per unit will be:
◾ $11.44 if called on the first Observation Date
◾ $12.88 if called on the second Observation Date
◾ $14.32 if called on the final Observation Date
◾ If not called on either of the first two Observation Dates, a maturity of approximately three years
◾ If not called, 1-to-1 downside exposure to decreases in the Underlying Stock, with up to 100.00% of your principal amount at risk
◾
All payments are subject to the credit risk of The Toronto-Dominion Bank
◾
No periodic interest payments
◾
In addition to the underwriting discount set forth below, the notes include a hedging-related charge of $0.05 per unit. See “Structuring the Notes”
◾
Limited secondary market liquidity, with no exchange listing
◾
The notes are unsecured debt securities and are not savings accounts or insured deposits of a bank. The notes are not insured or guaranteed by the Canada
Deposit Insurance Corporation (the “CDIC”), the U.S. Federal Deposit Insurance Corporation (the “FDIC”), or any other governmental agency of Canada, the United States or any other jurisdiction
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Per Unit
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Total
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Public offering price
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$ 10.00
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$2,550,000.00
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Underwriting discount
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$ 0.20
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$51,000.00
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Proceeds, before expenses, to TD
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$ 9.80
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$2,499,000.00
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Are Not FDIC Insured
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Are Not Bank Guaranteed
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May Lose Value
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Autocallable Strategic Accelerated Redemption Securities®
Linked to the Common Stock of ONEOK, Inc. due September 24, 2027
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Issuer:
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The Toronto-Dominion Bank (“TD”)
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Principal
Amount:
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$10.00 per unit
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Term:
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Approximately three years, if not called on either of the first two Observation Dates
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Market Measure:
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The Common Stock of ONEOK, Inc. (the “Underlying Company”) (Bloomberg symbol: “OKE”)
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Starting Value:
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$91.81
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Observation
Level:
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The Closing Market Price of the Market Measure on each Observation Date multiplied by the Price Multiplier
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Ending Value:
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The Observation Level of the Underlying Stock on the final Observation Date
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Price Multiplier:
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1, subject to adjustment for certain events relating to the Underlying Stock, as described beginning on page PS-22 of product supplement STOCK
STR-1.
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Observation
Dates:
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September 12, 2025, September 18, 2026 and September 17, 2027 (the final Observation Date).
The Observation Dates are subject to postponement in the event of Market Disruption Events, as described on page PS-23 of product supplement
STOCK STR-1.
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Call Level:
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$91.81 (100.00% of the Starting Value)
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Call Amounts
(per Unit) and
Call Premiums:
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$11.44, representing a Call Premium of 14.40% of the principal amount, if called on the first Observation Date, $12.88, representing a Call Premium of 28.80% of
the principal amount, if called on the second Observation Date and $14.32, representing a Call Premium of 43.20% of the principal amount, if called on the final Observation Date.
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Autocallable Strategic Accelerated Redemption Securities®
Linked to the Common Stock of ONEOK, Inc. due September 24, 2027
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Call Settlement
Dates:
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Approximately the fifth business day following the applicable Observation Date, subject to postponement as described on page PS-20 of product
supplement STOCK STR-1; provided however that the Call Settlement Date related to the final Observation Date will be the maturity date.
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Threshold Value:
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$91.81 (100.00% of the Starting Value)
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Fees and
Charges: |
The underwriting discount of $0.20 per unit listed on the cover page and the hedging related charge of $0.05 per unit described in “Structuring
the Notes” on page TS-11.
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Calculation
Agents:
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BofA Securities, Inc. (“BofAS”) and TD, acting jointly.
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Autocallable Strategic Accelerated Redemption Securities®
Linked to the Common Stock of ONEOK, Inc. due September 24, 2027
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◾ |
Product supplement STOCK STR-1 dated June 21, 2023:
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◾ |
Prospectus dated March 4, 2022:
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◾ |
You anticipate that the Closing Market Price of the Market Measure on any of the Observation Dates will be equal to or greater than the Call Level and, if the notes are automatically called prior to the final Observation Date,
you accept an early exit from your investment.
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◾ |
You accept that the return on the notes will be limited to the return represented by the applicable Call Premium even if the percentage change in the price of the Underlying Stock is greater than the applicable Call Premium.
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◾ |
You are willing to risk a loss of principal and return if the notes are not automatically called and the Closing Market Price of the Market Measure decreases from the Starting Value to the Ending Value.
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◾ |
You are willing to forgo interest payments that are paid on conventional interest-bearing debt securities.
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◾ |
You are willing to forgo dividends or other benefits of owning the Underlying Stock.
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You are willing to accept a limited or no market for sales prior to maturity, and understand that the market prices for the notes, if any, will be affected by various factors, including our actual and perceived creditworthiness,
our internal funding rate and fees and charges on the notes.
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◾ |
You are willing to assume our credit risk, as issuer of the notes, for all payments under the notes, including the Call Amount or the Redemption Amount.
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You wish to make an investment that cannot be automatically called.
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You believe that the Closing Market Price of the Underlying Stock will decrease from the Starting Value to the Ending Value.
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You anticipate that the Observation Level will be less than the Call Level on each Observation Date.
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You seek an uncapped return on your investment.
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You seek principal repayment or preservation of capital.
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You seek interest payments or other current income on your investment.
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You want to receive dividends or other benefits of owning the Underlying Stock.
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You seek an investment for which there will be a liquid secondary market.
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You are unwilling or are unable to take market risk on the notes or to accept the credit risk of TD as issuer of the notes.
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Autocallable Strategic Accelerated Redemption Securities®
Linked to the Common Stock of ONEOK, Inc. due September 24, 2027
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(1) |
a Starting Value of 100.00;
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(2) |
a Threshold Value of 100.00;
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(3) |
a Call Level of 100.00;
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(4) |
an expected term of the notes of approximately three years, if the notes are not called on either of the first two Observation Dates;
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(5) |
a Call Premium of 14.40% of the principal amount if the notes are called on the first Observation Date, 28.80% if called on the second Observation Date and 43.20% if called on the final Observation Date ; and
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(6) |
Observation Dates occurring approximately one, two and three years after the pricing date.
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Autocallable Strategic Accelerated Redemption Securities®
Linked to the Common Stock of ONEOK, Inc. due September 24, 2027
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Notes Are Called on an Observation Date
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Notes Are Not Called on
Any Observation Date
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Example 1
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Example 2
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Example 3
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Example 4
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Starting Value
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100.00
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100.00
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100.00
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100.00
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Call Level
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100.00
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100.00
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100.00
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100.00
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Threshold Value
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100.00
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100.00
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100.00
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100.00
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Observation Level on the First Observation Date
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150.00
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90.00
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90.00
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88.00
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Observation Level on the Second Observation Date
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N/A
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120.00
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90.00
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78.00
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Observation Level on the Final Observation Date
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N/A
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N/A
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130.00
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85.00
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Return on the Underlying Stock
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50.00%
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20.00%
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30.00%
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-15.00%
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Return on the Notes
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14.40%
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28.80%
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43.20%
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-15.00%
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Call Amount / Redemption Amount per Unit
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$11.44
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$12.88
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$14.32
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$8.50
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Autocallable Strategic Accelerated Redemption Securities®
Linked to the Common Stock of ONEOK, Inc. due September 24, 2027
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◾ |
If the notes are not automatically called, your investment will result in a loss; there is no guaranteed return of principal.
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◾ |
Your return on the notes may be less than the yield you could earn by owning a conventional fixed or floating rate debt security of comparable maturity.
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◾ |
Your investment return is limited to the return represented by the applicable Call Premium and may be less than a comparable investment directly in the Underlying Stock.
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The Underlying Company will have no obligations relating to the notes, and neither we nor MLPF&S will perform any due diligence procedures with respect to the Underlying Company in connection with this offering.
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You will have no rights of a holder of the Underlying Stock, and you will not be entitled to receive any shares of the Underlying Stock or dividends or other distributions by the Underlying Company.
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While we, MLPF&S, BofAS or our respective affiliates may from time to time own securities of the Underlying Company, we, MLPF&S, BofAS and our respective affiliates do not control the Underlying Company, and have not verified
any disclosure made by the Underlying Company.
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Payments on the notes will not be adjusted for all corporate events that could affect the Underlying Stock. See “Description of The Notes—Anti-Dilution Adjustments” beginning on page PS-23 of product supplement STOCK STR-1.
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The initial estimated value of your notes on the pricing date is less than their public offering price. The difference between the public offering price of your notes and the initial estimated value of the notes reflects costs and
expected profits associated with selling and structuring the notes, as well as hedging our obligations under the notes (including, but not limited to, the hedging related charge, as further described under “Structuring the Notes” on
page TS-11). Because hedging our obligations entails risks and may be influenced by market forces beyond our control, this hedging may result in a profit that is more or less than expected, or a loss and the amount of any such profit or
loss will not be known until the maturity date.
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◾ |
The initial estimated value of your notes is based on our internal funding rate. The internal funding rate used in the determination of the initial estimated value of the notes generally represents a discount from the credit spreads
for our conventional fixed-rate debt securities and the borrowing rate we would pay for our conventional fixed-rate debt securities. This discount is based on, among other things, our view of the funding value of the notes as well as
the higher issuance, operational and ongoing liability management costs of the notes in comparison to those costs for our conventional fixed-rate debt, as well as estimated financing costs of any hedge positions (including, but not
limited to, the hedging related charge, as further described under “Structuring the Notes” on page TS-11), taking into account regulatory and internal requirements. If the interest rate implied by the credit spreads for our conventional
fixed-rate debt securities, or the borrowing rate we would pay for our conventional fixed-rate debt securities were to be used, we would expect the economic terms of the notes to be more favorable to you. Additionally, assuming all
other economic terms are held constant, the use of an internal funding rate for the notes is expected to have increased the initial estimated value of the notes and have had an adverse effect on the economic terms of the notes.
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The initial 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, including BofAS and MLPF&S. The
initial estimated value of your notes when the terms of the notes were set on the pricing date is based on our internal pricing models, which take into account a number of variables, typically including the expected volatility of the
Market Measure, interest rates (forecasted, current and historical rates), price-sensitivity analysis, time to maturity of the notes and our internal funding rate, and are based on a number of subjective assumptions, which are not
evaluated or verified on an independent basis and may or may not materialize. Further, our pricing models may be different from other financial institutions’ pricing models, including those of BofAS and MLPF&S, and the methodologies
used by us to estimate the value of the notes may not be consistent with those of other financial institutions that may be purchasers or sellers of notes in any secondary market. As a result, the secondary market price of your notes, if
any, may be materially less than the initial estimated value of the notes determined by reference to our internal pricing models. In addition, market conditions and other relevant factors in the future may change and any assumptions may
prove to be incorrect.
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The initial 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 exists, and such secondary market prices, if any, will likely be less than the public
offering price of your notes, may be less than the initial estimated value of your notes and could result in a substantial loss to you. The initial estimated value of the notes will not be a prediction of the prices at which MLPF&S,
BofAS, their or our respective affiliates or third parties may be willing to purchase the notes from you in secondary market transactions (if they are willing to purchase, which they are not obligated to do). The price
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Autocallable Strategic Accelerated Redemption Securities®
Linked to the Common Stock of ONEOK, Inc. due September 24, 2027
|
◾ |
A trading market is not expected to develop for the notes. None of us, any of our affiliates, MLPF&S or BofAS is obligated to make a market for, or to repurchase, the notes. There is no assurance that any party will be willing to
purchase your notes at any price in any secondary market.
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◾ |
Our business, hedging and trading activities, and those of MLPF&S, BofAS and our and their respective affiliates (including trades in shares of the Underlying Stock), and any hedging and trading activities we, MLPF&S, BofAS
or our or their respective affiliates engage in for our clients’ accounts, may affect the market value of, and return on, the notes and may create conflicts of interest with you.
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◾ |
There may be potential conflicts of interest involving the calculation agents, one of which is us and one of which is BofAS, as the determinations made by the calculation agents may be discretionary and could adversely affect any
payment on the notes.
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◾ |
Payments on the notes are subject to our credit risk, and actual or perceived changes in our creditworthiness are expected to affect the value of the notes. If we become unable to meet our financial obligations as they become due,
you may lose some or all of your investment.
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◾ |
The U.S. federal income tax consequences of the notes are uncertain and, because of this uncertainty, there is a risk that the U.S. federal income tax consequences of the notes could differ materially and adversely from the treatment
described below in “Supplemental Discussion of U.S. Federal Income Tax Consequences”, as described further in product supplement STOCK STR-1 under “Material U.S. Federal Income Tax Consequences — Alternative Treatments”. You should
consult your tax advisor as to the tax consequences of an investment in the notes and the potential alternative treatments.
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◾ |
For a discussion of the Canadian federal income tax consequences of investing in the notes, please see the discussion in product supplement STOCK STR-1 under “Supplemental Discussion of Canadian Tax Consequences” and the further
discussion herein under “Summary of Canadian Federal Income Tax Consequences”. If you are not a Non-resident Holder (as that term is defined in the prospectus) for Canadian federal income tax purposes or if you acquire the notes in the
secondary market, you should consult your tax advisors as to the consequences of acquiring, holding and disposing of the notes and receiving the payments that might be due under the notes.
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Autocallable Strategic Accelerated Redemption Securities®
Linked to the Common Stock of ONEOK, Inc. due September 24, 2027
|
Autocallable Strategic Accelerated Redemption Securities®
Linked to the Common Stock of ONEOK, Inc. due September 24, 2027
|
Autocallable Strategic Accelerated Redemption Securities®
Linked to the Common Stock of ONEOK, Inc. due September 24, 2027
|
Autocallable Strategic Accelerated Redemption Securities®
Linked to the Common Stock of ONEOK, Inc. due September 24, 2027
|
Autocallable Strategic Accelerated Redemption Securities®
Linked to the Common Stock of ONEOK, Inc. due September 24, 2027
|
Autocallable Strategic Accelerated Redemption Securities®
Linked to the Common Stock of ONEOK, Inc. due September 24, 2027
|
Autocallable Strategic Accelerated Redemption Securities®
Linked to the Common Stock of ONEOK, Inc. due September 24, 2027
|
Autocallable Strategic Accelerated Redemption Securities®
Linked to the Common Stock of ONEOK, Inc. due September 24, 2027
|
Calculation of Filing Fee Tables |
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Narrative Disclosure |
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The maximum aggregate offering price of the securities to which the prospectus relates is $ |
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Submission |
Sep. 06, 2024 |
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Submission [Line Items] | |
Central Index Key | 0000947263 |
Registrant Name | TORONTO DOMINION BANK |
Registration File Number | 333-262557 |
Form Type | F-3 |
Submission Type | 424B2 |
Fee Exhibit Type | EX-FILING FEES |
Fees Summary |
Sep. 06, 2024
USD ($)
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Fees Summary [Line Items] | |
Narrative Disclosure | |
Narrative - Max Aggregate Offering Price | $ 2,550,000.00 |
Final Prospectus | true |
1 Year Toronto Dominion Bank (PK) Chart |
1 Month Toronto Dominion Bank (PK) Chart |
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