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Name | Symbol | Market | Type |
---|---|---|---|
Toronto Dominion Bank (PK) | USOTC:TNTTF | OTCMarkets | Preference Share |
Price Change | % Change | Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 15.00 | 10.00 | 55.00 | 0.00 | 13:14:17 |
Pricing Supplement
(To Prospectus Supplement dated
September 24, 2018
and Prospectus dated June 30, 2016)
May 20, 2019
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Filed Pursuant to Rule 424(b)(2)
Registration Statement No. 333-211718
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The Toronto-Dominion Bank
$10,000,000
Callable Fixed Rate Notes, due May 24, 2025
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• |
The notes are senior unsecured debt securities issued by The Toronto-Dominion Bank (“TD”). All payments and the return of the principal amount on the notes are
subject to our credit risk.
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• |
The notes will mature on
May 24, 2025
. At maturity, if the notes have not been previously redeemed, you will receive a cash payment equal to 100% of the principal amount of the notes, plus any accrued and unpaid interest.
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• |
Interest will be paid quarterly on February 24, May 24, August 24 and November 24 of each year, commencing on
August 24, 2019,
with the final interest payment date occurring on the maturity date.
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• |
The notes will accrue interest quarterly at the fixed rate of 3.00% per annum, calculated using the day count fraction specified below.
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• |
We have the right to redeem all, but not less than all, of the notes on May 24, 2020, and on each subsequent interest payment date (other than the maturity date).
The redemption price will be 100% of the principal amount of the notes, plus any accrued and unpaid interest.
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• |
The notes are issued in minimum denominations of $
1,000
and whole multiples of $
1,000.
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• |
The notes will not be listed or displayed on any securities exchange or any electronic communications network.
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The CUSIP number for the notes is 89114QR75.
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The Pricing Date is May 20, 2019.
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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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Per Note
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Total
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|||
Public Offering Price
(1)
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100.00%
|
$10,000,000.00
|
||
Underwriting Discount
(1)(2)
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1.45%
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$145,000.00
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||
Proceeds (before expenses) to TD
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98.55%
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$9,855,000.00
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(1) |
The Agents may purchase the notes for sale to certain fee-based advisory accounts and may forgo some or all of
their selling concessions, fees or commissions with respect to such sales. The public offering price for investors purchasing the notes in these accounts may have been as low as $992.00 (99.20%) per $1,000 in principal amount of the
notes with respect to such sales. See “Supplemental Plan of Distribution—Conflicts of Interest” in this pricing supplement.
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(2) |
TD Securities (USA) LLC (“TDS”) will receive a commission of $14.50 (1.45%) per $1,000 in principal amount of
the notes and will allow a portion of that amount to BofA Securities, Inc. (“BofAS”) in connection with the distribution of the notes. The total “Underwriting Discount” and “Proceeds (before expenses) to TD” specified above
reflect the aggregate of the underwriting discounts per note. See “Supplemental Plan of Distribution—Conflicts of Interest” in this pricing supplement.
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BofA Merrill Lynch
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TD Securities (USA) LLC
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•
Redemption:
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The notes are redeemable by TD, in whole, but not in part, on any optional call date at 100% of their principal amount together
with accrued and unpaid interest, if any, to, but excluding the applicable optional call date. TD will provide written notice to DTC at least five (5) business days prior to the applicable optional call date. In the event TD gives
notice of intention to redeem the notes, the decision to give such notice will be subject to the prior approval of the Superintendent of Financial Institutions if such redemption would lead to a breach of TD’s Total Loss Absorbing
Capacity requirements.
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•
Optional Call Dates:
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February 24, May 24, August 24 and November 24 of each year, beginning on May 24, 2020, and ending on the interest payment date
immediately preceding the maturity date.
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•
Business Day:
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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 or Toronto. If any interest payment date, any optional call date, or the maturity date occurs on a day that is not a business day, then the payment will be
postponed until the next business day. No additional interest will accrue on the notes as a result of such postponement.
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•
U.S. Tax Treatment:
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The notes should be treated as indebtedness for U.S. federal income tax purposes, as discussed further herein under “U.S. Federal
Income Tax Summary”.
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•
Canadian Tax Treatment:
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Please see the discussion under the caption “Tax Consequences—Canadian Taxation” in the prospectus, which applies to your notes.
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•
Listing:
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None
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Clearance and Settlement:
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DTC global (including through its indirect participants Euroclear and Clearstream, Luxembourg as described under “Forms of the
Debt Securities” and “Book-Entry Procedures and Settlement” in the prospectus).
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•
Terms Incorporated in the
Master Note:
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All of the terms appearing above the item captioned “Listing” above and the terms appearing under the caption “Description of the
Notes We May Offer” in the prospectus supplement, as modified by this pricing supplement.
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•
ERISA Considerations:
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See “ERISA Considerations” beginning on PS-12 of this pricing supplement.
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•
Canadian Bail-in Powers:
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The notes are bail-inable notes (as defined in the prospectus supplement) and subject to conversion in whole or in part – by means
of a transaction or series of transactions and in one or more steps – into common shares of TD or any of its affiliates under subsection 39.2(2.3) of the CDIC Act and to variation or extinguishment in consequence, and subject to the
application of the laws of the Province of Ontario and the federal laws of Canada applicable therein in respect of the operation of
the CDIC Act with respect to the notes. See
“Description of Notes We May Offer―Special Provisions Related to Bail-inable Notes” and “Risk Factors—Risks Relating to the Notes in General” in the
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prospectus supplement for a description of provisions and risks applicable to the notes as a result of
Canadian bail-in powers.
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•
Agreement with Respect
to the Exercise of
Canadian Bail-in Powers:
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By its acquisition of an interest in any note, each holder or beneficial owner of that note is deemed to (i)
agree to be bound, in respect of the notes, by the CDIC Act, including the conversion of the notes, in whole or in part – by means of a transaction or series of transactions and in one or more steps – into common shares of TD or any
of its affiliates under subsection 39.2(2.3) of the CDIC Act and the variation or extinguishment of the notes in consequence, and by the application of the laws of the Province of Ontario and the federal laws of Canada applicable
therein in respect of the operation of the CDIC Act with respect to the notes; (ii) attorn and submit to the jurisdiction of the courts in the Province of Ontario with respect to the CDIC Act and those laws; and (iii) acknowledge
and agree that the terms referred to in paragraphs (i) and (ii), above, are binding on that holder or beneficial owner despite any provisions in the indenture or the notes, any other law that governs the notes and any other
agreement, arrangement or understanding between that holder or beneficial owner and TD with respect to the notes.
Holders and beneficial owners of notes will have no further rights in respect of their bail-inable notes to
the extent those bail-inable notes are converted in a bail-in conversion, other than those provided under the bail-in regime, and by its acquisition of an interest in any note, each holder or beneficial owner of that note is deemed
to irrevocably consent to the converted portion of the principal amount of that note and any accrued and unpaid interest thereon being deemed paid in full by TD by the issuance of common shares of TD (or, if applicable, any of its
affiliates) upon the occurrence of a bail-in conversion, which bail-in conversion will occur without any further action on the part of that holder or beneficial owner or the trustee; provided that, for the avoidance of doubt, this
consent will not limit or otherwise affect any rights that holders or beneficial owners may have under the bail-in regime.
See “Description of Notes We May Offer―Special Provisions
Related to Bail-inable Notes” and “Risk
Factors—Risks Relating to the Notes in General” in the prospectus supplement for a description of provisions and risks applicable to the notes as a result of Canadian bail-in powers.
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the time remaining to maturity of the notes;
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the aggregate amount outstanding of the notes;
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our right to redeem the notes on the dates set forth above;
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the level, direction, and volatility of market interest rates generally (in particular, increases in U.S. interest rates, which may cause the market value of the notes to
decrease);
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general economic conditions of the capital markets in the United States;
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geopolitical conditions and other financial, political, regulatory, and judicial events that affect the capital markets generally;
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our financial condition and creditworthiness; and
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any market-making activities with respect to the notes.
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an individual who is a citizen or a resident of the U.S., for U.S. federal income tax purposes;
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a corporation (or other entity that is treated as a corporation for U.S. federal income tax purposes) that is created or organized in or under the laws of the U.S. or any State
thereof (including the District of Columbia);
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an estate whose income is subject to U.S. federal income taxation regardless of its source; or
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a trust if a court within the U.S. is able to exercise primary supervision over its administration, and one or more U.S. persons, for U.S. federal income tax purposes, have the
authority to control all of its substantial decisions.
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a nonresident alien individual for federal income tax purposes;
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a foreign corporation for federal income tax purposes; or
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an estate or trust whose income is not subject to federal income tax on a net income basis.
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PTCE 84-14, an exemption for certain transactions determined or effected by independent qualified professional asset managers;
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PTCE 90-1, an exemption for certain transactions involving insurance company pooled separate accounts;
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PTCE 91-38, an exemption for certain transactions involving bank collective investment funds;
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PTCE 95-60, an exemption for transactions involving certain insurance company general accounts; and
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PTCE 96-23, an exemption for plan asset transactions managed by in-house asset managers.
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1 Year Toronto Dominion Bank (PK) Chart |
1 Month Toronto Dominion Bank (PK) Chart |
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