0001140361-23-030872.txt : 20230622 0001140361-23-030872.hdr.sgml : 20230622 20230622114803 ACCESSION NUMBER: 0001140361-23-030872 CONFORMED SUBMISSION TYPE: FWP PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20230622 DATE AS OF CHANGE: 20230622 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: TORONTO DOMINION BANK CENTRAL INDEX KEY: 0000947263 STANDARD INDUSTRIAL CLASSIFICATION: COMMERCIAL BANKS, NEC [6029] IRS NUMBER: 135640479 STATE OF INCORPORATION: A6 FISCAL YEAR END: 1031 FILING VALUES: FORM TYPE: FWP SEC ACT: 1934 Act SEC FILE NUMBER: 333-262557 FILM NUMBER: 231032133 BUSINESS ADDRESS: STREET 1: 66 WELLINGTON STREET WEST STREET 2: 12TH FLOOR, TD TOWER CITY: TORONTO, ONTARIO STATE: A6 ZIP: M5K 1A2 BUSINESS PHONE: 416-944-6367 MAIL ADDRESS: STREET 1: 66 WELLINGTON STREET WEST STREET 2: 12TH FLOOR, TD TOWER CITY: TORONTO, ONTARIO STATE: A6 ZIP: M5K 1A2 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: TORONTO DOMINION BANK CENTRAL INDEX KEY: 0000947263 STANDARD INDUSTRIAL CLASSIFICATION: COMMERCIAL BANKS, NEC [6029] IRS NUMBER: 135640479 STATE OF INCORPORATION: A6 FISCAL YEAR END: 1031 FILING VALUES: FORM TYPE: FWP BUSINESS ADDRESS: STREET 1: 66 WELLINGTON STREET WEST STREET 2: 12TH FLOOR, TD TOWER CITY: TORONTO, ONTARIO STATE: A6 ZIP: M5K 1A2 BUSINESS PHONE: 416-944-6367 MAIL ADDRESS: STREET 1: 66 WELLINGTON STREET WEST STREET 2: 12TH FLOOR, TD TOWER CITY: TORONTO, ONTARIO STATE: A6 ZIP: M5K 1A2 FWP 1 brhc20054570_fwp.htm GUIDEBOOK
Filed Pursuant to Rule 433
Registration Statement No. 333-262557

AUTOCALLABLE STRATEGIC ACCELERATED REDEMPTION SECURITIES®
Autocallable Strategic Accelerated Redemption Securities® Linked to a Basket of Three Financial Sector Stocks
Issuer
The Toronto-Dominion Bank (“TD”)

Principal Amount
$10.00 per unit

Term
Approximately three years, if not called earlier

Market Measure
An approximately equally weighted basket of three financial sector stocks comprised of the common stock of each of The Goldman Sachs Group, Inc. (NYSE symbol: “GS”), JPMorgan Chase & Co. (NYSE symbol: “JPM”) and Morgan Stanley (NYSE symbol: “MS”) (each, a “Basket Stock” and each such company, an “Underlying Company”).

Automatic Call
The notes will be called automatically if the Observation Level of the Market Measure on any of the Observation Dates is equal to or greater than the Call Level

Observation Level
The value of the Market Measure on the applicable Observation Date

Observation Dates
Approximately one, two and three years from the pricing date

Call Level
100.00% of the Starting Value

Call Amounts
[$11.25 to $11.35] if called on the first Observation Date, [$12.50 to $12.70] if called on the second Observation Date, and [$13.75 to $14.05] if called on the final Observation Date, each to be determined on the pricing date

Payout Profile at
Maturity
If the notes are not called, 1-to-1 downside exposure to decreases in the Market Measure, with up to 100% of your principal amount at risk

Threshold Value
100.00% of the Starting Value

Investment
Considerations
This investment is designed for investors who anticipate that the Observation Level of the Market Measure on at least one of the Observation Dates will be equal to or greater than the Call Level and, in that case, are willing to have their notes called. This investment is also designed for investors who are willing to accept that their return on their investment will be capped at the applicable Call Premium, take full downside risk and forgo interim interest payments.

Preliminary Offering
Documents

Exchange Listing
No
You should read the relevant Preliminary Offering Documents before you invest. Click on the Preliminary Offering Documents hyperlink above or call your Financial Advisor for a hard copy.
Risk Factors
Please see the Preliminary Offering Documents for a description of certain risks related to this investment, including, but not limited to, the following:
•
If your notes are not called, your investment may result in a loss; there is no guaranteed return of principal.
•
Payments on the notes are subject to our credit risk, and actual or perceived changes in our creditworthiness are expected to affect the value of the notes. If we become insolvent or are unable to pay our obligations, you may lose your entire investment.
•
Changes in the price of one of the Basket Stocks may be offset by changes in the prices of the other Basket Stocks.
•
The initial estimated value of the notes on the pricing date will be less than their public offering price.
•
If you attempt to sell the notes prior to maturity, their market value may be lower than both the public offering price and the initial estimated value of the notes on the pricing date.
•
If called, your return on the notes is limited to the applicable Call Premium.
•
You will have no rights of a holder of the Basket Stocks, and you will not be entitled to receive any shares of the Basket Stocks or dividends or other distributions by any Underlying Company.
•
The issuer, MLPF&S, BofAS and their respective affiliates do not control any Underlying Company and have not verified any disclosure made by any Underlying Company.
•
No Underlying Company will have any obligations relating to the notes.
•
Payments on the notes will not be adjusted for all corporate events that could affect the Basket Stocks.
•
The Basket Stocks are concentrated in one sector.
•
Adverse conditions in the financial sector may reduce your return on the notes.
•
Economic conditions have adversely impacted the stock prices of many companies in the financial services sector, and may do so during the term of the notes.
The final terms of the notes will be set on the pricing date within the given range for the specified Market-Linked Investment. Please see the Preliminary Offering Documents for complete product disclosure, including related risks and tax disclosure.

TD has filed a registration statement (including a product supplement and a prospectus) with the U.S. Securities and Exchange Commission (the “SEC”) for the offering to which this term sheet relates. Before you invest, you should read the Note Prospectus, including this term sheet, and the other documents that TD has filed with the SEC, for more complete information about TD and this offering. You may get these documents without cost by visiting EDGAR on the SEC website at www.sec.gov. Alternatively, TD, any agent, or any dealer participating in this offering will arrange to send you these documents if you so request by calling MLPF&S or BofAS toll-free at 1-800-294-1322.