You should read this pricing supplement together with the prospectus, as supplemented by the product prospectus supplement MLN-ES-ETF-1 (the “product prospectus supplement”), relating to our
Senior Debt Securities, Series E, of which these Notes are a part. Capitalized terms used but not defined in this pricing supplement will have the meanings given to them in the product prospectus supplement. In the event of any conflict the
following hierarchy will govern: first, this pricing supplement; second, the product prospectus supplement; and last, the prospectus. The Notes vary from the terms described in the product
prospectus supplement in several important ways. You should read this pricing supplement carefully.
This pricing supplement, together with the documents listed below, contains the terms of the Notes and supersedes all prior or contemporaneous oral statements as well as any other written
materials including preliminary or indicative pricing terms, correspondence, trade ideas, structures for implementation, sample structures, brochures or other educational materials of ours. You should carefully consider, among other things, the
matters set forth under “Additional Risk Factors” herein, “Additional Risk Factors Specific to the Notes” in the product prospectus supplement and “Risk Factors” in the prospectus, as the Notes involve risks not associated with conventional debt
securities. We urge you to consult your investment, legal, tax, accounting and other advisors concerning an investment in the Notes. You may access these documents on the SEC website at www.sec.gov as follows (or if that address has changed, by
reviewing our filings for the relevant date on the SEC website):
Our Central Index Key, or CIK, on the SEC website is 0000947263. As used in this pricing supplement, the “Bank,” “we,” “us,” or “our” refers to The Toronto-Dominion Bank and its subsidiaries.
We reserve the right to change the terms of, or reject any offer to purchase, the Notes prior to their issuance. In the event of any changes to the terms of the Notes, we will notify you and you will be asked to
accept such changes in connection with your purchase. You may also choose to reject such changes, in which case we may reject your offer to purchase.
Additional Risk Factors
The Notes involve risks not associated with an investment in conventional debt securities. This section describes the most significant risks relating to the terms of the Notes. For additional
information as to these risks, please see “Additional Risk Factors Specific to the Notes” in the product prospectus supplement and “Risk Factors” in the prospectus.
Investors should consult their investment, legal, tax, accounting and other advisors as to the risks entailed by an investment in the Notes and the suitability of the Notes in light of their
particular circumstances.
Risks Relating to Return Characteristics
Your Investment in the Notes May Result in a Loss.
The Notes do not guarantee the return of the Principal Amount and you may lose up to your entire investment in the Notes. Your investment will be exposed to a loss on a leveraged basis if the
Final Basket Level is less than the Initial Basket Level by more than the Buffer Amount. Specifically, if the Final Basket Level is less than the Initial Basket Level by more than the Buffer Amount, investors will lose approximately 1.1765% of the
Principal Amount of the Notes for each 1% that the Final Basket Level is less than the Initial Basket Level in excess of the Buffer Amount, and may lose their entire Principal Amount.
Your Potential Return on the Notes Will be Limited by the Maximum Return and May be Lower Than the Return on a Direct Investment in the Basket Components.
Your potential return on the Notes is limited to, and will not exceed, the Maximum Return because the Notes only provide the opportunity to participate in a limited range of increases in the level
of the Basket. Therefore, you will not benefit from any positive Percentage Change that exceeds the Maximum Return, regardless of how much the Basket appreciates. Accordingly, your return on the Notes may be less than your return would be if you
invested directly in the Basket Components or a security directly linked to the positive performance of the Basket.
The Notes Do Not Pay Interest and Your Return May Be Less than the Return on a Conventional Debt Security of Comparable Maturity.
There will be no periodic interest payments on the Notes as there would be on a conventional fixed-rate or floating-rate debt security having a comparable maturity. The return that you will
receive on the Notes, which could be negative, may be less than the return you could earn on other investments. The Notes do not provide for interest payments. Even if your return on the Notes is positive, your return may be less than that of a
conventional, interest -bearing senior debt security of TD of comparable maturity. Your investment may not reflect the full opportunity cost to you when you take into account factors that affect the time value of money.
The Amount Payable on the Notes, if Any, is not Linked to the Closing Prices of the Basket Components at any Time Other than the Averaging Dates.
Any payment on the Notes will be based on the Final Basket Level, which will be based on the Closing Price of each Basket Component on each Averaging Date (including the Final Averaging Date).
Even if the Closing Prices of the Basket Components were greater than or equal to their respective Initial Prices, but subsequently decline as of the Averaging Dates, the Payment at Maturity for your Notes may be significantly less than it would
have been had the Payment at Maturity been linked to the Closing Prices of the Basket Components prior to such drop. Although the actual Closing Prices of the Basket Components on the Final Averaging Date or at other times during the term of your
Notes may be higher than their Final Basket Component Prices, you will not benefit from the Closing Prices of the Basket Components at any time other than on each of the Averaging Dates.
The Amount Payable on the Notes, if Any, is Based on the Arithmetic Average of the Closing Prices of the Basket Components on each of the Averaging Dates, and therefore the
Payment at Maturity, if Any, may be less than if it were Based Solely on the Closing Prices of the Basket Components on a Single Valuation Date.
The Payment at Maturity, if any, will be calculated by reference to the Final Basket Level, which will be based on the arithmetic average of the Closing Price of each Basket Component on each Averaging Date listed
herein. Therefore, in calculating the Final Basket Level, any positive performance of the Basket Components on one or more Averaging Dates that would lead to a positive return on the Notes
may be moderated, wholly offset or even reversed by changes in the price of one or more of the the Basket Components on one or more of the other Averaging Dates.
Risks Relating to Characteristics of the Basket Components
There Are Market Risks Associated with each Basket Component.
The price of the Basket Component can rise or fall sharply due to factors specific to the issuer of such Basket Component (with respect to a Basket Component,
the “Basket Component Issuer”), such as stock price volatility, earnings, financial conditions, corporate, industry and regulatory developments, management changes and decisions and other events, as well as general market factors, such as general
stock market volatility and levels, interest rates and economic and political conditions. In addition, recently, the coronavirus infection has caused volatility in the global financial markets and a slowdown in the global economy. Coronavirus or
any other communicable disease or infection may adversely affect the Basket Component Issuers and, therefore, the Basket Components. You, as an investor in the Notes, should make your own investigation into the Basket Component Issuers and the
Basket Components for your Notes. For additional information, see “Information Regarding the Basket Components” in this pricing supplement and each Basket Component Issuer’s SEC filings. We urge you to review
financial and other information filed periodically by each Basket Component Issuer with the SEC.
A Basket Component Has a Limited Trading History.
The common stock of Lyft, Inc. commenced trading on the applicable date set forth herein under “Information Regarding the Basket Components”, and therefore
has limited historical performance. Accordingly, historical information for such Basket Component is available only since that date. Past performance of a Basket Component should not be considered indicative of future performance of the Basket
Component.
Correlation (or Lack of Correlation) Among the Basket Components May Adversely Affect Your Return on the Notes.
“Correlation” is a measure of the degree to which the returns of a pair of assets are similar to each other over a given period in terms of timing and direction. Movements in the
prices of the Basket Components may or may not correlate with each other. At a time when the price of a Basket Component increases, price of another Basket Component may not increase as much, or may even decline. Therefore, in calculating the
Percentage Change of the Basket on the Final Valuation Date, appreciation of one Basket Component may be mitigated, wholly offset or reversed by a lesser increase or by a decline in another Basket Component. Further, high correlation of movements
in the Basket Components could adversely affect your return on the Notes during periods of negative performance of the Basket Components. Changes in the correlation of the Basket Components may adversely affect the market value of, and return on,
your Notes.
As of the Date of this Pricing Supplement, There is No Actual Trading History for the Basket and Hypothetical Past Basket Performance is Not Indicative of Future Performance.
The Payment at Maturity for your Notes is linked to the Percentage Change in the Basket, which will begin to be calculated on the Pricing Date. Because there is no actual history for the closing
level of the Basket, no actual historical information about the historical performance of the Basket will be available for you to consider in making an independent investigation of the performance of the Basket, which may make it difficult for you
to make an informed decision with respect to an investment in your Notes. The actual performance of the Basket over the term of the Notes, as well as the Payment at Maturity, may bear little relation to the hypothetical historical closing levels of
the Basket (when available) or to the hypothetical return examples set forth elsewhere in this pricing supplement. The future performance of the Basket cannot be predicted.
You Will Have No Rights to Receive Any Shares of Any Basket Component and You Will Not Be Entitled to Dividends or Other Distributions on Any Basket Component.
The Notes are our debt securities. They are not equity instruments, shares of stock, or securities of any other issuer. Investing in the Notes will not make you a holder of shares
of any Basket Component. Your return on the Notes is limited to the Maximum Return and you will not participate in any appreciation of the Basket in excess of the Maximum Return even though, if the Final Basket Level is less than the Buffer Level,
you are subject to its downside market risk. Additionally, you will not have any voting rights, any rights to receive dividends or other distributions, or any rights against any Basket Component Issuer. As a result, the return on your Notes may not
reflect the return you would realize if you actually owned shares of the Basket Components, participated in the full appreciation of the Basket Components and received the dividends paid or other distributions made in connection with the Basket
Components. The amount you receive on the Maturity Date, if anything, will be paid in cash and you have no right to receive delivery of shares of the Basket Components.
We Do Not Control Any Basket Component Issuer and Are Not Responsible for Any of its Disclosure.
Neither we nor any of our affiliates have the ability to control the actions of any Basket Component Issuer and have not conducted any independent review or due diligence of any information related to any Basket
Component or Basket Component Issuer. We are not responsible for any Basket Component Issuer’s public disclosure of information on itself or the applicable Basket Component, whether contained in SEC filings or otherwise. You should make your own
investigation into each of the Basket Component Issuers and the Basket Components.
Risks Relating to Estimated Value and Liquidity
The Estimated Value of Your Notes Is Less Than the Public Offering Price of Your Notes.
The estimated value of your Notes is less than the public offering price of your Notes. The difference between the public offering price of your Notes and the 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. 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.
The Estimated Value of Your Notes Is Based on Our Internal Funding Rate.
The estimated value of your Notes is determined by reference to our internal funding rate. The internal funding rate used in the determination of the 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, 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 increase
the estimated value of the Notes at any time.
The Estimated Value of the Notes Is Based on Our Internal Pricing Models, Which May Prove to Be Inaccurate and May Be Different from the Pricing Models of Other Financial
Institutions.
The estimated value of your Notes is based on our internal pricing models when the terms of the Notes are set, which take into account a number of variables, such as our internal funding rate on
the Pricing Date, 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 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 the secondary market. As a result, the secondary
market price of your Notes may be materially less than the 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.
The Estimated Value of Your Notes Is Not a Prediction of the Prices at Which You May Sell Your Notes in the Secondary Market, If Any, and Such Secondary Market Prices, If Any,
Will Likely be Less Than the Public Offering Price of Your Notes and May Be Less Than the Estimated Value of Your Notes.
The estimated value of the Notes is not a prediction of the prices at which the Agent, other affiliates of ours 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 at which you may be able to sell your Notes in the secondary market at any time, if any, will be influenced by many factors that cannot be predicted, such
as market conditions, and any bid and ask spread for similar sized trades, and may be substantially less than the estimated value of the Notes. Further, as secondary market prices of your Notes take into account the levels at which our debt
securities trade in the secondary market, and do not take into account our various costs and expected profits associated with selling and structuring the Notes, as well as hedging our obligations under the Notes, secondary market prices of your
Notes will likely be less than the public offering price of your Notes. As a result, the price at which the Agent, other affiliates of ours or third parties may be willing to purchase the Notes from you in secondary market transactions, if any,
will likely be less than the price you paid for your Notes, and any sale prior to the Maturity Date could result in a substantial loss to you.
The Temporary Price at Which the Agent May Initially Buy the Notes in the Secondary Market May Not Be Indicative of Future Prices of Your Notes.
Assuming that all relevant factors remain constant after the Pricing Date, the price at which the Agent may initially buy or sell the Notes in the secondary market (if the Agent makes a market in
the Notes, which it is not obligated to do) may exceed the estimated value of the Notes on the Pricing Date, as well as the secondary market value of the Notes, for a temporary period after the Issue Date of the Notes, as discussed further under
“Additional Information Regarding the Estimated Value of the Notes.” The price at which the Agent may initially buy or sell the Notes in the secondary market may not be indicative of future prices of your Notes.
The Agent Discount, Offering Expenses and Certain Hedging Costs Are Likely to Adversely Affect Secondary Market Prices.
Assuming no changes in market conditions or any other relevant factors, the price, if any, at which you may be able to sell the Notes will likely be less than the public offering price. The public
offering price includes, and any price quoted to you is likely to exclude, the underwriting discount paid in connection with the initial distribution, offering expenses as well as the cost of hedging our obligations under the Notes. In addition,
any such price is also likely to reflect dealer discounts, mark-ups and other transaction costs, such as a discount to account for costs associated with establishing or unwinding any related hedge transaction.
There May Not Be an Active Trading Market for the Notes — Sales in the Secondary Market May Result in Significant Losses.
There may be little or no secondary market for the Notes. The Notes will not be listed or displayed on any securities exchange or any electronic communications network. The Agent or another of our affiliates may make
a market for the Notes; however, they are not required to do so and may stop any market-making activities at any time. Even if a secondary market for the Notes develops, it may not provide significant liquidity or trade at prices advantageous to
you. We expect that transaction costs in any secondary market would be high. As a result, the difference between bid and ask prices for your Notes in any secondary market could be substantial. If you sell your
Notes before the Maturity Date, you may have to do so at a substantial discount from the public offering price irrespective of the level of the Basket at such time, and as a result, you may suffer
substantial losses.
If the Price of the Basket Components Change, the Market Value of Your Notes May Not Change in the Same Manner.
Your Notes may trade quite differently from the performance of the Basket Components. Changes in the prices of the Basket Components may not result in a comparable change in the market value of
your Notes. Even if the prices of the Basket Components increase relative to their respective Initial Basket Component Prices during the term of the Notes, the market value of your Notes may not increase by the same amount, and could decline.
The Market Value of Your Notes May Be Influenced by Many Unpredictable Factors.
When we refer to the market value of your Notes, we mean the value that you could receive for your Notes if you chose to sell them in the open market before the Maturity Date. A number of factors,
many of which are beyond our control, will influence the market value of your Notes, including:
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the prices of the Basket Components;
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•
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the volatility – i.e., the frequency and magnitude of changes – of each Basket Component;
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•
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the dividend rates of the Basket Components;
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•
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economic, financial, regulatory, political, military or other events that may affect the prices of any of the Basket Components and thus the level of the Basket;
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•
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the correlation among the Basket Components;
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•
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interest rate and yield rates in the market;
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•
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the time remaining until your Notes mature; and
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•
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our creditworthiness, whether actual or perceived, and including actual or anticipated upgrades or downgrades in our credit ratings or changes in other credit measures.
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These factors will influence the price you will receive if you sell your Notes before maturity, including the price you may receive for your Notes in any market-making transaction. If you sell
your Notes prior to maturity, you may receive less than the Principal Amount of your Notes.
The future levels of the Basket cannot be predicted. The actual change in the level of the Basket over the term of the Notes, as well as the Payment at Maturity, may bear little or no relation to
the hypothetical historical levels of the Basket or to the hypothetical examples shown elsewhere herein.
Risks Relating to Hedging Activities and Conflicts of Interest
There Are Potential Conflicts of Interest Between You and the Calculation Agent.
The Calculation Agent will, among other things, determine any amount payable on the Notes. We will serve as the Calculation Agent and may appoint a different Calculation Agent after the Issue Date
without notice to you. The Calculation Agent will exercise its judgment when performing its functions. For example, the Calculation Agent may have to determine whether a Market Disruption Event affecting a Basket Component has occurred, which may,
in turn, depend on the Calculation Agent’s judgment whether the event has materially interfered with our ability or the ability of one of our affiliates to unwind our hedge positions. Because this determination by the Calculation Agent may affect
any amount payable on the Notes, the Calculation Agent may have a conflict of interest if it needs to make a determination of this kind. For additional information as to the Calculation Agent’s role, see “General Terms of the Notes — Role of
Calculation Agent” in the product prospectus supplement.
You Will Have Limited Anti-Dilution Protection.
The Calculation Agent may adjust the Initial Basket Component Price of a Basket Component for stock splits, reverse stock splits, stock dividends,
extraordinary dividends and other events that affect a Basket Component upon the occurrence of certain events affecting such Basket Component, as described herein and in the product prospectus supplement under the section “General Terms of the
Notes—Anti-Dilution Adjustments”. The Calculation Agent will not be required to make an adjustment for every event that may affect a Basket Component. Those events or other actions may nevertheless adversely affect the price of a Basket Component,
and adversely affect the market value of, and any amount payable on, your Notes. If an adjustment is required to a Basket Component, the Calculation Agent will adjust the affected Basket Component as if it were the sole Basket Component.
Any Averaging Date (including the Final Averaging Date) and the Maturity Date are Subject to Market Disruption Events and Postponement.
Each Averaging Date (including the Final Averaging Date), and therefore the Maturity Date, are subject to postponement as described herein and in the product prospectus supplement due to the
occurrence of one or more Market Disruption Events affecting a Basket Component. For a description of what constitutes a Market Disruption Event as well as the consequences of that Market Disruption Event, see “Additional Terms — Market Disruption
Events” herein and “General Terms of the Notes — Market Disruption Events” in the product prospectus supplement. A Market Disruption Event with respect to one Basket Component will not necessarily constitute a Market Disruption Event with respect
to any other Basket Component.
Trading and Business Activities by the Bank or its Affiliates May Adversely Affect the Market Value of, and Any Amount Payable on, the Notes.
We, the Agent and/or one or more of our other affiliates may hedge our obligations under the Notes by purchasing shares of one or more of the Basket Components, securities, futures, options or
other derivative instruments with returns linked or related to changes in the price of one or more Basket Components, and we may adjust these hedges by, among other things, purchasing or selling at any time any of the foregoing assets. It is
possible that we and/or one or more of our affiliates could receive substantial returns from these hedging activities while the market value of the Notes declines. We and/or one or more of our affiliates may also issue or underwrite other
securities or financial or derivative instruments with returns linked or related to changes in the performance of the Basket Components.
These trading activities may present a conflict between the holders’ interest in the Notes and the interests we and/or our affiliates will have in our or their proprietary accounts, in
facilitating transactions, including options and other derivatives transactions, for our and/or their customers’ accounts and in accounts under our and/or their management. These trading activities could be adverse to the interests of the holders
of the Notes.
We, the Agent and/or another of our affiliates may, at present or in the future, engage in business with the Basket Component Issuers, including making loans to or providing advisory services to
those companies. These services could include investment banking and merger and acquisition advisory services. These business activities may present a conflict between our and/or one or more of our affiliates’ (including the Agent’s) obligations
and your interests as a holder of the Notes. Moreover, we, the Agent and/or another of our affiliates may have published, and in the future expect to publish, research reports with respect to a Basket Component or Basket Component Issuer. This
research is modified from time to time without notice and may express opinions or provide recommendations that are inconsistent with purchasing or holding the Notes. Any of these activities by us, the Agent and/or another of our affiliates may
affect the price of a Basket Component and, therefore, the market value of, and any amount payable on, the Notes.
Risks Relating to General Credit Characteristics
Investors Are Subject to TD’s Credit Risk, and TD’s Credit Ratings and Credit Spreads May Adversely Affect the Market Value of the Notes.
Although the return on the Notes will be based on the performance of the Basket, any amount payable on the Notes is subject to TD’s credit risk. The Notes are TD’s senior unsecured debt
obligations. Investors are dependent on TD’s ability to pay all amounts due on the Notes and, therefore, investors are subject to the credit risk of TD and to changes in the market’s view of TD’s creditworthiness. Any decrease in TD’s credit
ratings or increase in the credit spreads charged by the market for taking TD’s credit risk is likely to adversely affect the market value of the Notes. If TD becomes unable to meet its financial obligations as they become due, investors may not
receive any amounts due under the terms of the Notes.
Risks Relating to Canadian and U.S. Federal Income Taxation
Significant Aspects of the Tax Treatment of the Notes Are Uncertain.
Significant aspects of the U.S. tax treatment of the Notes are uncertain. You should consult your tax advisor about your tax situation and should read carefully the section entitled “Material U.S.
Federal Income Tax Consequences” herein and in the product prospectus supplement. You should consult your tax advisor as to the U.S. federal income tax consequences of your investment in the Notes.
For a discussion of the Canadian federal income tax consequences of investing in the Notes, please see the discussion below under “Supplemental Discussion of Canadian Tax Consequences”. If you are not a Non-resident
Holder (as that term is defined herein under “Supplemental Discussion of Canadian Tax Consequences”) for Canadian federal income tax purposes or if you acquire the Notes in the secondary market, you should consult your tax advisor 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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Capped Buffered Return Notes
Linked to an Equally Weighted Basket of Six Reference Stocks
Due June 1, 2022
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Additional Terms
The information in this “Additional Terms” section supplements, and to the extent inconsistent supersedes, the information set forth in the product prospectus supplement and the prospectus.
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Issue:
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Senior Debt Securities, Series E
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Type of Note:
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Capped Buffered Return Notes
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Agent:
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TDS
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Currency:
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U.S. Dollars
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Monitoring Period:
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For purposes of the determination of the Final Basket Level, the Calculation Agent will observe the Closing Price of each Basket Component on each Averaging Date.
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Market Disruption Events:
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If a Market Disruption Event occurs or is continuing on an Averaging Date (including the Final Averaging Date) with respect to a Basket Component, the affected Averaging Date for such
Basket Component will be postponed to the next Valid Date. A “Valid Date” is a Trading Day (i) on which no Market Disruption Event occurs or is continuing with respect to such Basket Component and (ii) which is not otherwise scheduled to be
an Averaging Date for such Basket Component. If the first succeeding Valid Date for such Basket Component has not occurred as of the close of trading on the eighth Trading Day immediately following the original date such that, but for the
occurrence of another Averaging Date or a Market Disruption Event, would have been the final Averaging Date for such Basket Component, then (1) that eighth Trading Day shall be deemed to be the Averaging Date (irrespective of whether that
eighth Trading Day is already an Averaging Date), and (2) the Calculation Agent shall determine the Closing Price for such Basket Component on such day as specified above. If the Calculation Agent postpones the determination of the Closing
Price of a Basket Component on an Averaging Date (and therefore postpones the determination of the Final Basket Level), the Maturity Date will be postponed to maintain the same number of Business Days between the final Averaging Date and
the Maturity Date as existed prior to the postponement(s). For the avoidance of doubt, a Market Disruption Event with respect to one Basket Component will not necessarily constitute a Market Disruption Event with respect to any other Basket
Component.
Each Averaging Date is a “Valuation Date” for purposes of the product prospectus supplement. See “General Terms of the Notes — Market Disruption Events” in the product prospectus supplement for events that
constitute a Market Disruption Event.
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Canadian Tax Treatment:
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Please see the discussion below under “Supplemental Discussion of Canadian Tax Consequences” for information concerning the Canadian tax implications of an investment in the Notes.
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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.
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Calculation Agent:
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TD
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Listing:
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The Notes will not be listed or displayed on any securities exchange or electronic communications network.
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Canadian Bail-in:
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The Notes are not bail-inable debt securities (as defined in the prospectus) under the Canada Deposit Insurance Corporation Act.
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Hypothetical Returns
The examples and table set out below are included for illustration purposes only and are hypothetical examples only: amounts below may have been rounded for ease of analysis. The hypothetical Basket Component Returns and Percentage Changes of the Basket used to illustrate the calculation of the Payment at Maturity (rounded to two decimal places)
are not estimates or forecasts of an actual Final Basket Component Price, Basket Component Return, Final Basket Level or the level of the Basket on any Trading Day prior to the Maturity Date. All examples assume an Initial Basket Level of 100, a
Buffer Amount of 15.00% (the Buffer Level is 85.00% of the Initial Basket Level), a Maximum Return of 21.40%, a Downside Leverage Factor of approximately 1.1765 and that a holder purchased Notes with a Principal Amount of $1,000 per Note and that
no market disruption event occurs on any Averaging Date. The actual terms of the Notes are set forth on the cover page of this pricing supplement.
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Example 1—
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Calculation of the Payment at Maturity where the Percentage Change is positive.
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Basket Component
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Basket Component Return*
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Component Weight
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1
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15.00%
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1/6
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2
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10.00%
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1/6
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3
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-20.00%
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1/6
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4
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-10.00%
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1/6
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5
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35.00%
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1/6
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6
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30.00%
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1/6
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*Represents the arithmetic average of the Closing Price of the applicable Basket Component on each Averaging Date multiplied by its Component Weighting.
Based on the hypothetical Basket Component Returns set forth above, the hypothetical Final Basket Level would equal:
100 × [1 + (15.00% x (1/6)) + (10.00% x (1/6)) + (-20.00% x (1/6))+ (-10.00% x (1/6)) + (35.00% x (1/6)) +
(30.00% x (1/6))] = 110.00
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Percentage Change:
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(110 – 100) / 100 = 10.00%
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Payment at Maturity:
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= $1,000.00 + ($1,000.00 x 10.00%), subject to the Maximum Return of 21.40%
= $1,000.00 + $100.00
= $1,100.00
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On a $1,000 investment, a 10.00% Percentage Change results in a Payment at Maturity of $1,100.00, a 10.00% return on the Notes.
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Example 2—
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Calculation of the Payment at Maturity where the Percentage Change is positive and the Payment at Maturity is subject to the Maximum Return.
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Basket Component
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Basket Component Return
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Component Weight
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1
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15.00%
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1/6
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2
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28.00%
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1/6
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3
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25.00%
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1/6
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4
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17.00%
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1/6
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5
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25.00%
|
1/6
|
|
6
|
40.00%
|
1/6
|
|
Based on the hypothetical Basket Component Returns set forth above, the hypothetical Final Basket Level would equal:
100 × [1 + (15.00% x (1/6)) + (28.00% x (1/6)) + (25.00% x (1/6))+ (17.00% x (1/6)) + (25.00% x (1/6)) +
(40.00% x (1/6))] = 125.00
|
|
Percentage Change:
|
(125 – 100) / 100 = 25.00%
|
|
Payment at Maturity:
|
= $1,000.00 + ($1,000.00 x 25.00%), subject to the Maximum Return of 21.40%
= $1,000.00 + $214.00
= $1,214.00.
|
|
On a $1,000.00 investment, a 25.00% Percentage Change results in a Payment at Maturity of $1,214.00, a 21.40% return on the Notes.
|
|
Example 3—
|
Calculation of the Payment at Maturity where the Percentage Change is negative but not by more than the Buffer Amount.
|
|
Basket Component
|
Basket Component Return
|
Component Weight
|
|
1
|
-5.00%
|
1/6
|
|
2
|
-20.00%
|
1/6
|
|
3
|
25.00%
|
1/6
|
|
4
|
-10.00%
|
1/6
|
|
5
|
10.00%
|
1/6
|
|
6
|
-30.00%
|
1/6
|
|
Based on the hypothetical Basket Component Returns set forth above, the hypothetical Final Basket Level would equal:
100 × [1 + (-5.00% x (1/6)) + (-20.00% x (1/6)) + (25.00% x (1/6))+ (-10.00% x (1/6)) + (10.00% x (1/6)) +
(-30.00% x (1/6))] = 125.00
|
|
Percentage Change:
|
(95 – 100) / 100 = -5.00%
|
|
Payment at Maturity:
|
At maturity, if the Percentage Change is negative BUT not by more than the Buffer Amount, then the Payment at Maturity will equal the Principal Amount.
|
|
On a $1,000.00 investment, a -5.00% Percentage Change results in a Payment at Maturity of $1,000.00, a 0.00% return on the Notes.
|
|
Example 4—
|
Calculation of the Payment at Maturity where the Percentage Change is negative by more than the Buffer Amount.
|
|
Basket Component
|
Basket Component Return
|
Component Weight
|
|
1
|
-5.00%
|
1/6
|
|
2
|
-40.00%
|
1/6
|
|
3
|
-45.00%
|
1/6
|
|
4
|
-70.00%
|
1/6
|
|
5
|
-60.00%
|
1/6
|
|
6
|
-50.00%
|
1/6
|
|
Based on the hypothetical Basket Component Returns set forth above, the hypothetical Final Basket Level would equal:
100 × [1 + (-5.00% x (1/6)) + (-40.00% x (1/6)) + (-45.00% x (1/6))+ (-70.00% x (1/6)) + (-60.00% x (1/6)) +
(-50.00% x (1/6))] = 55.00
|
|
Percentage Change:
|
-45.00%
|
|
Payment at Maturity:
|
$1,000.00 + [$1,000.00 x (-45.00% + 15.00%) x (1 / 0.85)] = $1,000.00 - $352.94 = $647.06.
|
|
On a $1,000.00 investment, a -45.00% Percentage Change results in a Payment at Maturity of $647.06, a -35.294% return on the Notes.
|
The following table illustrates hypothetical payments per Note that could be realized at maturity for a range of hypothetical Final Basket Levels of the Basket.
The hypothetical payments set forth below are based on the hypothetical terms set forth above, a hypothetical Initial Basket Level of 100.00 and hypothetical
Final Basket Levels shown below, which do not represent likely Final Basket Levels, respectively, of the Basket. The hypothetical total returns set forth below are for illustrative purposes only and may not be the actual total returns applicable to
a purchaser of the Notes. The numbers appearing in the following table may have been rounded for ease of analysis.
|
Hypothetical
Final Basket
Level*
|
Hypothetical
Percentage
Change
|
Payment at
Maturity
|
Return on the
Notes
|
|
150.00
|
50.00%
|
$1,214.00
|
21.400%
|
|
140.00
|
40.00%
|
$1,214.00
|
21.400%
|
|
130.00
|
30.00%
|
$1,214.00
|
21.400%
|
|
125.00
|
25.00%
|
$1,214.00
|
21.400%
|
|
121.40
|
21.40%
|
$1,214.00
|
21.400%
|
|
120.00
|
20.00%
|
$1,200.00
|
20.000%
|
|
115.00
|
15.00%
|
$1,150.00
|
15.000%
|
|
110.00
|
10.00%
|
$1,100.00
|
10.000%
|
|
105.00
|
5.00%
|
$1,050.00
|
5.000%
|
|
100.00
|
0.00%
|
$1,000.00
|
0.000%
|
|
95.00
|
-5.00%
|
$1,000.00
|
0.000%
|
|
80.00
|
-10.00%
|
$1,000.00
|
0.000%
|
|
85.00
|
-15.00%
|
$1,000.00
|
0.000%
|
|
80.00
|
-20.00%
|
$941.18
|
-5.882%
|
|
75.00
|
-25.00%
|
$882.35
|
-11.765%
|
|
70.00
|
-30.00%
|
$823.53
|
-17.647%
|
|
65.00
|
-35.00%
|
$764.71
|
-23.529%
|
|
60.00
|
-40.00%
|
$705.88
|
-29.412%
|
|
55.00
|
-45.00%
|
$647.06
|
-35.294%
|
|
40.00
|
-60.00%
|
$470.59
|
-52.941%
|
|
25.00
|
-75.00%
|
$294.12
|
-70.588%
|
|
0.00
|
-100.00%
|
$0.00
|
-100.000%
|
*Represents the arithmetic average of the Closing Price of each Basket Components on each of the
Averaging Dates multiplied by its Component Weighting.
|
Information Regarding the Basket
While actual historical information on the Basket did not exist before the Pricing Date, the following graph sets forth the hypothetical daily performance of the Basket from March 29, 2019 through
November 27, 2020. The graph is based upon actual daily historical closing prices of the Basket Components and a hypothetical Initial Basket Level of 100 as of March 29, 2019. We obtained the information regarding the historical performance of the
Basket Components used in calculating the graph below from Bloomberg® Professional Service (“Bloomberg”).
We have not conducted any independent review or due diligence of publicly available information obtained from Bloomberg. The hypothetical performance of the Basket should not be taken as an
indication of its future performance, and no assurance can be given as to the Final Basket Level. We cannot give you any assurance that the performance of the Basket will result in any positive return on your initial investment.
Information Regarding the Basket Components
Each Basket Component is registered under the Securities Act of 1933, the Investment Company Act of 1940 and/or the Securities Exchange Act of 1934, each as amended (the “Exchange Act”). Companies with securities
registered with the SEC are required to periodically file 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 Basket Component may be obtained from other sources including, but not limited to, press releases, newspaper articles and other publicly disseminated
documents.
The graphs below set forth the information relating to the historical performance of each Basket Component. The graphs below show the daily historical Closing Prices of each Basket Component for the
period specified. We obtained the information regarding the historical performance of each Basket Component in the graphs below from Bloomberg.
We have not independently verified the accuracy or completeness of the information obtained from Bloomberg. The historical performance of each Basket Component should not be taken as an indication
of its future performance, and no assurance can be given as to the Final Basket Component Price of any Basket Component. We cannot give you any assurance that the performance of the Basket Components will result in a positive return on your initial
investment.
Bank of America Corporation
According to publicly available information, Bank of America Corporation (“Bank of America”) is a bank holding company which, through its subsidiaries, offers banking, investing, asset management and other financial
and risk management products and services. Information filed by Bank of America with the SEC can be located by reference to its SEC file number: 001-06523, or its CIK Code: 0000070858. Bank of America’s common stock is listed on the New York Stock
Exchange under the ticker symbol “BAC”.
Historical Information
The graph below illustrates the performance of the Basket Component from November 27, 2010 through November 27, 2020.
We obtained the information regarding the historical performance of the Basket Component in the graph below from Bloomberg.
We have not independently verified the accuracy or completeness of the information obtained from Bloomberg. The historical performance of the Basket Component should not be taken as an indication of
its future performance, and no assurance can be given as to the Final Basket Component Price of the Basket Component or that the performance of the Basket Component will result in a positive return on your initial investment.
Bank of America Corporation (BAC)
PAST PERFORMANCE IS NOT INDICATIVE OF FUTURE RESULTS.
Caterpillar Inc.
According to publicly available information, Caterpillar Inc. (“Caterpillar”) is a manufacturer of construction and mining equipment, diesel and natural gas engines, industrial gas turbines and diesel-electric
locomotives. Information filed by Caterpillar with the SEC can be located by reference to its SEC file number: 001-00768, or its CIK Code: 0000018230. Caterpillar’s common stock is listed on the New York Stock Exchange under the ticker symbol
“CAT”.
Historical Information
The graph below illustrates the performance of the Basket Component from November 27, 2010 through November 27, 2020.
We obtained the information regarding the historical performance of the Basket Component in the graph below from Bloomberg.
We have not independently verified the accuracy or completeness of the information obtained from Bloomberg. The historical performance of the Basket Component should not be taken as an indication of
its future performance, and no assurance can be given as to the Final Basket Component Price of the Basket Component or that the performance of the Basket Component will result in a positive return on your initial investment.
Caterpillar Inc. (CAT)
PAST PERFORMANCE IS NOT INDICATIVE OF FUTURE RESULTS.
Expedia Group, Inc.
According to publicly available information, Expedia Group, Inc. (“Expedia”) is an online travel company that operates a marketplace and tools for consumers to research, plan and book travel. On July 26, 2019,
Expedia acquired all of the outstanding shares of Liberty Expedia Holdings, Inc. (“Liberty Expedia Holdings”) in a merger transaction in which the outstanding shares of Liberty Expedia Holdings’ Series A and Series B common stock were exchanged for
newly issued shares of common stock of Expedia. Information filed by Expedia with the SEC can be located by reference to its SEC file number: 001-37429, or its CIK Code: 0001324424. Expedia’s common stock is listed on the Nasdaq Global Select
Market under the ticker symbol “EXPE”.
Historical Information
The graph below illustrates the performance of the Basket Component from November 27, 2010 through November 27, 2020.
We obtained the information regarding the historical performance of the Basket Component in the graph below from Bloomberg.
We have not independently verified the accuracy or completeness of the information obtained from Bloomberg. The historical performance of the Basket Component should not be taken as an indication of
its future performance, and no assurance can be given as to the Final Basket Component Price of the Basket Component or that the performance of the Basket Component will result in a positive return on your initial investment.
Expedia Group, Inc. (EXPE)
PAST PERFORMANCE IS NOT INDICATIVE OF FUTURE RESULTS.
Honeywell International Inc.
According to publicly available information, Honeywell International Inc. (“Honeywell”) is a technology and manufacturing company that invents and commercializes technologies in aerospace, building, performance
materials and safety and productivity solutions. Information filed by Honeywell with the SEC can be located by reference to its SEC file number: 001-08974, or its CIK Code: 0000773840. Honeywell’s common stock is listed on the New York Stock
Exchange under ticker symbol “HON”.
Historical Information
The graph below illustrates the performance of the Basket Component from November 27, 2010 through November 27, 2020.
We obtained the information regarding the historical performance of the Basket Component in the graph below from Bloomberg.
We have not independently verified the accuracy or completeness of the information obtained from Bloomberg. The historical performance of the Basket Component should not be taken as an indication of
its future performance, and no assurance can be given as to the Final Basket Component Price of the Basket Component or that the performance of the Basket Component will result in a positive return on your initial investment.
Honeywell International Inc. (HON)
PAST PERFORMANCE IS NOT INDICATIVE OF FUTURE RESULTS.
Lyft, Inc.
According to publicly available information, Lyft, Inc. (“Lyft”) provides a digital platform which gives users access to transportation services. Information filed by Lyft with the SEC can be located by reference to
its SEC file number: 001-38846, or its CIK Code: 0001759509. Lyft’s common stock is listed on the Nasdaq Global Select Market under the ticker symbol “LYFT” and commenced trading on March 29, 2019. Accordingly, the common stock of Lyft has limited
historical performance and an investment with a return based on its performance may be more risky than a comparable investment with a return based on the performance of a common stock with a more established record of performance. The future
performance of the common stock of Lyft cannot be predicted based on its historical performance and may bear little or no relation to its historical performance.
Historical Information
The graph below illustrates the performance of the Basket Component from March 29, 2019 through November 27, 2020.
We obtained the information regarding the historical performance of the Basket Component in the graph below from Bloomberg.
We have not independently verified the accuracy or completeness of the information obtained from Bloomberg. The historical performance of the Basket Component should not be taken as an indication of
its future performance, and no assurance can be given as to the Final Basket Component Price of the Basket Component or that the performance of the Basket Component will result in a positive return on your initial investment.
Lyft, Inc. (LYFT)
PAST PERFORMANCE IS NOT INDICATIVE OF FUTURE RESULTS.
Wynn Resorts, Limited
According to publicly available information, Wynn Resorts, Limited (“Wynn Resorts”) is a developer, owner and operator of destination casino resorts that integrate hotel accommodations and amenities such as dining
outlets, retail offerings, entertainment theaters and large meeting complexes. Information filed by Wynn Resorts with the SEC can be located by reference to its SEC file number: 000-50028, or its CIK Code: 0001174922. Wynn Resorts’ common stock is
listed on the Nasdaq Global Select Market under the ticker symbol “WYNN”.
Historical Information
The graph below illustrates the performance of the Basket Component from November 27, 2010 through November 27, 2020.
We obtained the information regarding the historical performance of the Basket Component in the graph below from Bloomberg.
We have not independently verified the accuracy or completeness of the information obtained from Bloomberg. The historical performance of the Basket Component should not be taken as an indication of
its future performance, and no assurance can be given as to the Final Basket Component Price of the Basket Component or that the performance of the Basket Component will result in a positive return on your initial investment.
Wynn Resorts, Limited (WYNN)
PAST PERFORMANCE IS NOT INDICATIVE OF FUTURE RESULTS.
Material U.S. Federal Income Tax Consequences
The U.S. federal income tax consequences of your investment in the Notes are uncertain. No statutory, regulatory, judicial or administrative authority directly discusses how the
Notes should be treated for U.S. federal income tax purposes. Some of these tax consequences are summarized below, but we urge you to read the more detailed discussion under “Material U.S. Federal Income Tax Consequences” in the product prospectus
supplement and discuss the tax consequences of your particular situation with your tax advisor. This discussion is based upon the U.S. Internal Revenue Code of 1986, as amended (the “Code”), final, temporary and proposed U.S. Department of the
Treasury (the “Treasury”) regulations, rulings and decisions, in each case, as available and in effect as of the date hereof, all of which are subject to change, possibly with retroactive effect. Tax consequences under state, local and non-U.S.
laws are not addressed herein. No ruling from the U.S. Internal Revenue Service (the “IRS”) has been sought as to the U.S. federal income tax consequences of your investment in the Notes, and the following discussion is not binding on the IRS.
Except as discussed under the heading “Non-U.S. Holders”, this discussion is applicable only to a U.S. holder that acquires Notes upon initial issuance and holds its Notes as a capital asset for U.S. federal income tax purposes.
U.S. Tax Treatment. Pursuant to the terms of the Notes, TD and you agree, in the absence of a statutory or regulatory change or an administrative
determination or judicial ruling to the contrary, to characterize your Notes as prepaid derivative contracts with respect to the Basket. Holders are urged to consult their tax advisors concerning the significance, and the potential impact, of the
above considerations. If your Notes are so treated, upon the taxable disposition of a Note, you generally should recognize gain or loss in an amount equal to the difference between the amount realized on such taxable disposition and your tax basis
in the Note. Your tax basis in a Note generally should equal your cost for the Note. Such gain or loss should generally be long-term capital gain or loss if you have held your Notes for more than one year (otherwise such gain or loss should be
short-term capital gain or loss if held for one year or less). The deductibility of capital losses is subject to limitations.
Based on certain factual representations received from us, our special U.S. tax counsel, Cadwalader, Wickersham & Taft LLP, is of the opinion that it would be reasonable to
treat your 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, as described further under “Material
U.S. Federal Income Tax Consequences — Alternative Treatments” in the product prospectus supplement.
Except to the extent otherwise required by law, TD intends to treat your Notes for U.S. federal income tax purposes in accordance with the treatment described above and under “Material U.S.
Federal Income Tax Consequences” of the product prospectus supplement, unless and until such time as the Treasury and the IRS determine that some other treatment is more appropriate.
Notice 2008-2. In 2007, the IRS released a notice that may affect the taxation of holders of the Notes. According to Notice 2008-2, the IRS and the
Treasury are actively considering whether a holder of an instrument such as the Notes should be required to accrue ordinary income on a current basis. It is not possible to determine what guidance they will ultimately issue, if any. It is possible,
however, that under such guidance, holders of the Notes will ultimately be required to accrue income currently and this could be applied on a retroactive basis. The IRS and the Treasury are also considering other relevant issues, including whether
additional gain or loss from such instruments should be treated as ordinary or capital, whether non-U.S. holders of such instruments should be subject to withholding tax on any deemed income accruals, and whether the special “constructive ownership
rules” of Section 1260 of the Code should be applied to such instruments. Both U.S. and non-U.S. holders are urged to consult their tax advisors concerning the significance, and potential impact, of the above considerations on their investment in
the Notes.
Medicare Tax on Net Investment Income. U.S. holders that are individuals, estates or certain trusts are subject to an additional 3.8% tax on all or a
portion of their “net investment income” or “undistributed net investment income” in the case of an estate or trust, which may include any income or gain realized with respect to the Notes, to the extent of their net investment income or
undistributed net investment income (as the case may be) that, when added to their other modified adjusted gross income, exceeds $200,000 for an unmarried individual, $250,000 for a married taxpayer filing a joint return (or a surviving spouse),
$125,000 for a married individual filing a separate return or the dollar amount at which the highest tax bracket begins for an estate or trust. The 3.8% Medicare tax is determined in a different manner than the regular income tax. U.S. holders
should consult their tax advisors as to the consequences of the 3.8% Medicare tax.
Specified Foreign Financial Assets. Certain U.S. holders that own “specified foreign financial assets” in excess of an applicable threshold may be subject
to reporting obligations with respect to such assets with their tax returns, especially if such assets are held outside the custody of a U.S. financial institution. U.S. holders are urged to consult their tax advisors as to the application of this
legislation to their ownership of the Notes.
Non-U.S. Holders. If you are a non-U.S. holder, subject to Section 871(m) of the Code and FATCA, as discussed below, you should generally not be subject to U.S. withholding tax with respect to payments on your Notes or to generally applicable information reporting and backup withholding requirements with respect to payments on your Notes if you comply with certain
certification and identification requirements as to your non-U.S. status including providing us (and/or the applicable withholding agent) a properly executed and fully completed applicable IRS Form W-8. Subject to Section 897 of the Code and
Section 871(m) of the Code, as discussed below, gain realized from the taxable disposition of a Note generally should not be subject to U.S. tax unless (i) such gain is effectively connected
with a trade or business conducted by you in the U.S., (ii) you are a non-resident alien individual and are present in the U.S. for 183 days or more during the taxable year of such taxable
disposition and certain other conditions are satisfied or (iii) you have certain other present or former connections with the U.S.
Section 897. We will not attempt to ascertain whether any Basket Component Issuer would be treated as a “United States real property holding corporation”
(“USRPHC”) within the meaning of Section 897 of the Code. We also have not attempted to determine whether the Notes should be treated as “United States real property interests” (“USRPI”) as defined in Section 897 of the Code. If any such entity and
the Notes were so treated, certain adverse U.S. federal income tax consequences could possibly apply, including subjecting any gain to a non-U.S. holder in respect of a Note upon a taxable disposition of the Note to U.S. federal income tax on a net
basis, and the proceeds from such a taxable disposition to a 15% withholding tax. Non-U.S. Holders should consult their tax advisors regarding the potential treatment of any such entity as a USRPHC and the Notes as USRPI.
Section 871(m). A 30% withholding tax (which may be reduced by an applicable income tax treaty) is imposed under Section 871(m) of the Code on certain
“dividend equivalents” paid or deemed paid to a non-U.S. holder with respect to a “specified equity-linked instrument” that references one or more dividend paying U.S. equity securities. The withholding tax can apply even if the instrument does not
provide for payments that reference dividends. Treasury regulations provide that the withholding tax applies to all dividend equivalents paid or deemed paid on specified equity-linked instruments that have a delta of one (“delta-one specified
equity-linked instruments”) issued after 2016 and to all dividend equivalents paid or deemed paid on all other specified equity-linked instruments issued after 2018. However, the IRS has issued guidance that states that the Treasury and the IRS
intend to amend the effective dates of the Treasury regulations to provide that withholding on dividend equivalents paid or deemed paid will not apply to specified equity-linked instruments that are not delta-one specified equity-linked instruments
and are issued before January 1, 2023.
Based on our determination that the Notes are not “delta-one” with respect to the Basket or any Basket Component, our special U.S. tax counsel is of the opinion that the Notes should not be
delta-one specified equity-linked instruments and thus should not be subject to withholding on dividend equivalents. Our determination is not binding on the IRS, and the IRS may disagree with this determination. Furthermore, the application of
Section 871(m) of the Code will depend on our determinations on the date the terms of the Notes are set. If withholding is required, we will not make payments of any additional amounts.
Nevertheless, after the date the terms are set, it is possible that your Notes could be deemed to be reissued for tax purposes upon the occurrence of certain events affecting a Basket Component or
your Notes, and following such occurrence your Notes could be treated as delta-one specified equity-linked instruments that are subject to withholding on dividend equivalents. It is also possible that withholding tax or other tax under Section
871(m) of the Code could apply to the Notes under these rules if you enter, or have entered, into certain other transactions in respect of a Basket Component or the Notes. If you enter, or have entered, into other transactions in respect of a
Basket Component or the Notes, you should consult your tax advisor regarding the application of Section 871(m) of the Code to your Notes in the context of your other transactions.
Because of the uncertainty regarding the application of the 30% withholding tax on dividend equivalents to the Notes, you are urged to consult your tax advisor regarding the
potential application of Section 871(m) of the Code and the 30% withholding tax to an investment in the Notes.
Foreign Account Tax Compliance Act. The Foreign Account Tax Compliance Act (“FATCA”) was enacted on March 18, 2010, and imposes a 30% U.S. withholding tax
on “withholdable payments” (i.e., certain U.S.-source payments, including interest (and original issue discount), dividends, other fixed or determinable annual or periodical income, and the gross proceeds from a disposition of property of a type
that can produce U.S.-source interest or dividends) and “passthru payments” (i.e., certain payments attributable to withholdable payments) made to certain foreign financial institutions (and certain of their affiliates) unless the payee foreign
financial institution agrees (or is required), among other things, to disclose the identity of any U.S. individual with an account at the institution (or the relevant affiliate) and to annually report certain information about such account. FATCA
also requires withholding agents making withholdable payments to certain foreign entities that do not disclose the name, address, and taxpayer identification number of any substantial U.S. owners (or do not certify that they do not have any
substantial U.S. owners) to withhold tax at a rate of 30%. Under certain circumstances, a holder may be eligible for refunds or credits of such taxes.
Pursuant to final and temporary Treasury regulations and other IRS guidance, the withholding and reporting requirements under FATCA will generally apply to certain “withholdable payments”, will
not apply to gross proceeds on a sale or disposition, and will apply to certain foreign passthru payments only to the extent that such payments are made after the date that is two years after final regulations defining the term “foreign passthru
payment” are published. If withholding is required, we (or the applicable paying agent) will not be required to pay additional amounts with respect to the amounts so withheld. Foreign financial institutions and non-financial foreign entities
located in jurisdictions that have an intergovernmental agreement with the U.S. governing FATCA may be subject to different rules.
Investors should consult their tax advisors about the application of FATCA, in particular if they may be classified as financial institutions (or if they hold their Notes through a foreign entity)
under the FATCA rules.
Proposed Legislation. In 2007, legislation was introduced in Congress that, if it had been enacted, would have required holders of Notes purchased after
the bill was enacted to accrue interest income over the term of the Notes despite the fact that there will be no interest payments over the term of the Notes.
Furthermore, in 2013, the House Ways and Means Committee released in draft form certain proposed legislation relating to financial instruments. If it had been enacted, the effect of this legislation generally would
have been to require instruments such as the Notes to be marked to market on an annual basis with all gains and losses to be treated as ordinary, subject to certain exceptions.
It is impossible to predict whether any similar or identical bills will be enacted in the future, or whether any such bill would affect the tax treatment of your Notes. You are urged to consult
your tax advisor regarding the possible changes in law and their possible impact on the tax treatment of your Notes.
Both U.S. and non-U.S. holders are urged to consult their tax advisors concerning the application of U.S. federal income tax laws to their particular situations, as well as any
tax consequences of the purchase, beneficial ownership and disposition of the Notes arising under the laws of any state, local, non-U.S. or other taxing jurisdiction (including that of TD).
Supplemental Discussion of Canadian Tax Consequences
The following section supersedes and replaces in its entirety the section of the product prospectus supplement under “Supplemental Discussion of Canadian Tax Consequences” and the section “Tax
Consequences — Canadian Taxation” in the prospectus.
In the opinion of Osler, Hoskin & Harcourt LLP, special Canadian tax counsel to TD, the following is, as of the date hereof, a summary of certain Canadian federal income tax considerations
under the Income Tax Act (Canada) (the “Canadian Tax Act”) and Income Tax Regulations issued thereunder (the “Canadian Tax Regulations”) generally applicable to a holder who acquires beneficial ownership of a Note pursuant to this Pricing
Supplement, and who, for purposes of the Canadian Tax Act and any applicable income tax convention, at all relevant times, is not resident and is not deemed to be resident in Canada, and who, for purposes of the Canadian Tax Act, at all relevant
times, (i) deals at arm’s length with the Issuer and any Canadian resident (or deemed Canadian resident) to whom the holder disposes of the Note, (ii) is entitled to receive all payments made on the Note as beneficial owner, (iii) is not, and deals
at arm’s length with each person who is, a “specified shareholder” of the Issuer for purposes of the thin capitalization rules in the Canadian Tax Act, (iv) holds the Note as capital property, (v) does not use or hold and is not deemed to use or
hold the Note in or in the course of carrying on a business in Canada and (vi) is not an insurer carrying on an insurance business in Canada and elsewhere (a “Non-resident Holder”).
This summary is based upon the current provisions of the Canadian Tax Act and the Canadian Tax Regulations in force as of the date hereof, all specific proposals to amend the Canadian Tax Act and
the Canadian Tax Regulations publicly announced by or on behalf of the Minister of Finance (Canada) prior to the date hereof (the “Tax Proposals”) and counsel’s understanding of the current administrative policies and assessing practices of the
Canada Revenue Agency (“CRA”) published in writing by the CRA prior to the date hereof. This summary is not exhaustive of all possible Canadian federal income tax considerations relevant to an investment in the Notes and, except for the Tax
Proposals, does not take into account or anticipate any changes in law or CRA administrative policies or assessing practices, whether by way of legislative, governmental or judicial decision or action, nor does it take into account or consider any
other federal tax considerations or any provincial, territorial or non-Canadian tax considerations, which may differ materially from those discussed herein. While this summary assumes that the Tax Proposals will be enacted in the form proposed, no
assurance can be given that this will be the case, and no assurance can be given that judicial, legislative or administrative changes will not modify or change the statements below.
The following is only a general summary of certain Canadian non-resident withholding and other tax provisions which may affect a Non-resident Holder of the Notes described in
this pricing supplement. This summary is not, and is not intended to be, and should not be construed to be, legal or tax advice to any particular Non-resident Holder and no representation with respect to the income tax consequences to any
particular Non-resident Holder is made. Persons considering investing in Notes should consult their tax advisors with respect to the tax consequences of acquiring, holding and disposing of Notes having regard to their own particular circumstances.
Based in part on the published administrative position of the CRA, all payments and amounts in excess of the Principal Amount, paid or credited or deemed for purposes of the Canadian Tax Act to be
paid or credited to a Non-resident Holder on the Note should not be subject to Canadian non-resident withholding tax. Should payments with respect to the Notes become subject to such withholding tax, TD will withhold tax at the applicable statutory
rate and will not make payments of any additional amounts.
GENERALLY, THERE ARE NO OTHER CANADIAN TAXES ON INCOME (INCLUDING TAXABLE CAPITAL GAINS) PAYABLE BY A NON-RESIDENT HOLDER UNDER THE CANADIAN TAX ACT SOLELY AS A CONSEQUENCE OF THE ACQUISITION,
OWNERSHIP OR DISPOSITION OF A NOTE.
Supplemental Plan of Distribution (Conflicts of Interest)
We have appointed TDS, an affiliate of TD, as the Agent for the sale of the Notes. Pursuant to the terms of a distribution agreement, TDS will purchase the Notes from TD at the public offering
price less a concession equal to the underwriting discount set forth on the cover page of this pricing supplement. J.P. Morgan Securities LLC, which we refer to as JPMS LLC, and JPMorgan Chase Bank, N.A. will act as placement agents for the Notes
and, from the commission to TDS, will receive a placement fee of $12.50 for each Note they sell in this offering to accounts other than fiduciary accounts. TDS and the placement agents will forgo a commission and placement fee for sales to
fiduciary accounts.
TD will reimburse TDS for certain expenses in connection with its role in the offer and sale of the Notes, and TD will pay TDS a fee in connection with its role in the offer and sale of the Notes.
Additionally, we or one of our affiliates will pay a fee to an unaffiliated broker-dealer for providing certain electronic platform services with respect to this offering.
Delivery of the Notes will be made against payment therefor on the Issue Date, which is the fifth Business Day following the Pricing Date. Under Rule 15c6-1 of the Exchange Act, trades in the
secondary market generally are required to settle in two Business Days (“T+2”), unless the parties to a trade expressly agree otherwise. Accordingly, purchasers who wish to trade the Notes in the secondary market on any date prior to two Business
Days before delivery of the Notes will be required, by virtue of the fact that each Note initially will settle in five Business Days (“T+5”), to specify alternative settlement arrangements to prevent a failed settlement of the secondary market
trade.
Conflicts of Interest. TDS is an affiliate of TD and, as such, has a ‘‘conflict of interest’’ in this offering within the meaning of Financial Industry
Regulatory Authority, Inc. (“FINRA”) Rule 5121. In addition, TD will receive the net proceeds from the initial public offering of the Notes, thus creating an additional conflict of interest within the meaning of FINRA Rule 5121. This offering of
the Notes will be conducted in compliance with the provisions of FINRA Rule 5121. In accordance with FINRA Rule 5121, neither TDS nor any other affiliated agent of ours is permitted to sell the Notes in this offering to an account over which it
exercises discretionary authority without the prior specific written approval of the account holder.
We, TDS, another of our affiliates or third parties may use this pricing supplement and any document incorporated herein by reference in the initial sale of the Notes. In addition, we, TDS,
another of our affiliates or third parties may use this pricing supplement and any document incorporated herein by reference in a market-making transaction in the Notes after their initial sale. If
a purchaser buys the Notes from us, TDS, another of our affiliates or a third party, this pricing supplement is being used in a market-making transaction unless we, TDS, another of our affiliates or such third party informs such purchaser
otherwise in the confirmation of sale.
Prohibition of Sales to EEA and United Kingdom Retail Investors
The Notes are not intended to be offered, sold or otherwise made available to and should not be offered, sold or otherwise made available to any retail investor in the European Economic Area (“EEA”) or the United
Kingdom. For these purposes, a retail investor means a person who is one (or more) of: (i) a retail client as defined in point (11) of Article 4(1) of Directive 2014/65/EU, as amended (“MiFID II”); (ii) a customer within the meaning of Directive
(EU) 2016/97, as amended, where that customer would not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II; or (iii) not a qualified investor as defined in Regulation (EU) 2017/1129, as amended. Consequently no
key information document required by Regulation (EU) No 1286/2014, as amended (the “PRIIPs Regulation”), for offering or selling the Notes or otherwise making them available to retail investors in the EEA or in the United Kingdom has been prepared
and therefore offering or selling the Notes or otherwise making them available to any retail investor in the EEA or in the United Kingdom may be unlawful under the PRIIPs Regulation.
Additional Information Regarding the Estimated Value of the Notes
The final terms for the Notes were determined on the Pricing Date, based on prevailing market conditions, and are set forth in this pricing supplement.
The economic terms of the Notes are based on our internal funding rate (which is our internal borrowing rate based on variables such as market benchmarks and our appetite for borrowing), and
several factors, including any sales commissions expected to be paid to TDS or another affiliate of ours, any selling concessions, discounts, commissions or fees expected to be allowed or paid to non-affiliated intermediaries, the estimated profit
that we or any of our affiliates expect to earn in connection with structuring the Notes, estimated costs which we may incur in connection with the Notes and the estimated cost which we may incur in hedging our obligations under the Notes. Because
our internal funding rate generally represents a discount from the levels at which our benchmark debt securities trade in the secondary market, the use of an internal funding rate for the Notes rather than the levels at which our benchmark debt
securities trade in the secondary market is expected to have had an adverse effect on the economic terms of the Notes.
On the cover page of this pricing supplement, we have provided the estimated value for the Notes. The estimated value was determined by reference to our internal pricing models which take into
account a number of variables and are based on a number of assumptions, which may or may not materialize, typically including volatility, interest rates (forecasted, current and historical rates), price-sensitivity analysis, time to maturity of the
Notes, and our internal funding rate. For more information about the estimated value, see “Additional Risk Factors” beginning on page P-3. Because our internal funding rate generally represents a discount from the levels at which our benchmark debt
securities trade in the secondary market, the use of an internal funding rate for the Notes rather than the levels at which our benchmark debt securities trade in the secondary market is expected, assuming all other economic terms are held
constant, to increase the estimated value of the Notes. For more information see the discussion under “Additional Risk Factors — Risks Relating to Estimated Value and Liquidity — The Estimated Value of Your Notes Is Based on Our Internal Funding
Rate.”
Our estimated value of the Notes is not a prediction of the price at which the Notes may trade in the secondary market, nor will it be the price at which the Agent may buy or sell the Notes in
the secondary market. Subject to normal market and funding conditions, the Agent or another affiliate of ours intends to offer to purchase the Notes in the secondary market but it is not obligated to do so.
Assuming that all relevant factors remain constant after the Pricing Date, the price at which the Agent may initially buy or sell the Notes in the secondary market, if any, may exceed our
estimated value on the Pricing Date for a temporary period expected to be approximately 3 months after the Issue Date because, in our discretion, we may elect to effectively reimburse to investors a portion of the estimated cost of hedging our
obligations under the Notes and other costs in connection with the Notes which we will no longer expect to incur over the term of the Notes. We made such discretionary election and determined this temporary reimbursement period on the basis of a
number of factors, including the tenor of the Notes and any agreement we may have with the distributors of the Notes. The amount of our estimated costs which we effectively reimburse to investors in this way may not be allocated ratably throughout
the reimbursement period, and we may discontinue such reimbursement at any time or revise the duration of the reimbursement period after the Issue Date of the Notes based on changes in market conditions and other factors that cannot be predicted.
We urge you to read the “Additional Risk Factors” beginning on page P-3 of this pricing supplement.