Free Writing Prospectus - Filing Under Securities Act Rules 163/433 (fwp)
23 Enero 2020 - 5:03AM
Edgar (US Regulatory)
Filed Pursuant to Rule 433
Registration Statement No. 333-231751
THE TORONTO-DOMINION BANK
US$1,000,000,000 FLOATING RATE SENIOR MEDIUM-TERM NOTES, SERIES C, DUE 2023
FINAL TERM SHEET
DATED
JANUARY 22, 2020
This final term sheet supplements the information set forth under the caption Terms of the Notes in the Preliminary
Pricing Supplement dated January 22, 2020 relating to the Notes (as defined below), the caption Description of the Notes We May Offer in the Prospectus Supplement dated June 18, 2019 and the caption Description of the
Debt Securities in the Prospectus dated June 18, 2019.
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Issuer:
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The Toronto-Dominion Bank
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Issue:
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Floating Rate Senior Medium-Term Notes, Series C, due 2023 (the Notes)
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Expected Ratings1:
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Moodys Investors Service: Aa3 (outlook: stable) / Standard & Poors: A (outlook: stable)
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Principal Amount:
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US$1,000,000,000
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Issue Price:
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100.000% plus accrued interest, if any, from January 27, 2020
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Trade Date:
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January 22, 2020
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Settlement Date (T+3) 2:
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January 27, 2020
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Maturity Date:
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January 27, 2023
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Minimum Denomination:
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US$2,000 and multiples of US$1,000 in excess thereof
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Interest Rate:
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The interest rate on the Notes for each period will be equal to Compounded SOFR (as defined herein) plus the Margin.
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Compounded SOFR:
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A compounded average of daily SOFR determined for each quarterly Interest Period in accordance with the specific formula described under InterestCompounded SOFR in the Preliminary Pricing
Supplement.
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1
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A credit rating is not a recommendation to buy, sell or hold securities, and it may be subject to revision or
withdrawal at any time by the assigning rating organization.
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2
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Under Rule 15c6-1 of the Securities Exchange Act of 1934, as amended,
trades in the secondary market generally are required to settle in two business days, unless the parties to such trade expressly agree otherwise. Accordingly, purchasers who wish to trade the Notes on the pricing date will be required, by virtue of
the fact that the Notes initially will settle in three business days (T+3), to specify alternative settlement arrangements to prevent a failed settlement.
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Margin:
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+48 basis points
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Commissions:
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0.250%
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Day Count Convention:
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Actual/360
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Interest Periods:
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Each quarterly period from, and including, an Interest Payment Date (or, in the case of the first Interest Period, January 27, 2020) to, but excluding, the next Interest Payment Date (or, in the case of the final Interest Period,
the Maturity Date).
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Interest Payment Dates:
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Quarterly, on January 27, April 27, July 27, and October 27 of each year, beginning on April 27, 2020 and ending on the Maturity Date.
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Interest Payment Determination Date:
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The date two U.S. Government Securities Business Days before each Interest Payment Date.
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Observation Period:
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In respect of each Interest Period, the period from, and including, the date two U.S. Government Securities Business Days preceding the first date in such Interest Period to, but excluding, the date two U.S. Government Securities
Business Days preceding the Interest Payment Date for such Interest Period.
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Business Day Convention:
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Modified following; adjusted
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Business Day:
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Any weekday that is a U.S. Government Securities Business Day and is not a legal holiday in New York or Toronto and is not a date on which banking institutions in those cities are authorized or required by law or regulation to be
closed.
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U.S. Government Securities Business Day:
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Any day except for a Saturday, a Sunday or a day on which the Securities Industry and Financial Markets Association recommends that the fixed income departments of its members be closed for the entire day for purposes of trading in
U.S. government securities.
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Canadian Bail-in Provisions:
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The Notes are bail-inable notes (as defined in the accompanying 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 the Bank or any of its affiliates under subsection 39.2(2.3) of the Canada Deposit Insurance Corporation Act (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 the Debt Securities Terms Specific to Senior Debt Securities
Special Provisions Related to Bail-inable Debt Securities and Risk Factors Risks Related to the Banks Bail-inable Debt Securities in the accompanying prospectus supplement and base
prospectus.
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Calculation Agent:
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The Bank of New York Mellon
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Optional Redemption by Holders of Notes:
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Not applicable.
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Optional Redemption by the Issuer for Tax Reasons:
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In certain circumstances where the Issuer has or will become obligated to pay additional amounts (as described in the pricing supplement), the Issuer may, at its option, redeem the Notes in whole, but not in part, at any time before
maturity, after giving not less than 30 nor more than 60 calendar days notice to the holders of the Notes, at a redemption price equal to 100% of their principal amount together with accrued interest, if any, to, but excluding, the redemption
date. See Terms of the Notes Redemption for Tax Reasons in the pricing supplement.
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Listing:
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The Notes will not be listed on any securities exchange.
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Joint Bookrunners:
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TD Securities (USA) LLC
J.P. Morgan Securities
LLC
BNP Paribas Securities Corp.
Deutsche Bank Securities
Inc.
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Co-Managers:
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Banca IMI S.p.A.
Lloyds Securities Inc.
Santander Investment Securities Inc.
SMBC Nikko Securities
America, Inc.
Academy Securities, Inc.
Capital Institutional
Services, Inc.
Samuel A. Ramirez & Company, Inc.
Siebert Williams Shank & Co., LLC
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CUSIP / ISIN:
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89114QCF3 / US89114QCF37
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The Issuer has filed a registration statement (including a prospectus supplement and a prospectus) with the SEC for the
offering to which this communication relates. Before you invest, you should read those documents and the other documents that the Issuer has filed with the SEC for more complete information about the Issuer and this offering. You may obtain these
documents for free by visiting EDGAR on the SEC website at www.sec.gov. Alternatively, the Joint Bookrunners will arrange to send you the pricing supplement, when available, the prospectus supplement, and the prospectus if you request them by
contacting TD Securities (USA) LLC at 1-855-495-9846, J.P. Morgan Securities LLC at 1-212-834-4533 (collect), BNP Paribas Securities Corp. at
1-800-854-5674, Deutsche Bank Securities Inc. at 1-800-503-4611.
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