The information in this preliminary pricing supplement is not complete and may be changed. We may not sell these securities until the pricing supplement,
the accompanying product supplement and prospectus (collectively, the “Offering Documents”) are delivered in final form. The Offering Documents are not an offer to sell these securities and we are not soliciting offers to buy these securities in
any state where the offer or sale is not permitted.
|
Subject to Completion
|
|
|
March 2025
Preliminary Pricing Supplement
Dated March 7, 2025
Registration Statement No. 333-283969
Filed pursuant to Rule 424(b)(2)
(To Prospectus dated February 26, 2025
and Product Supplement MLN-ES-ETF-1 dated February 26, 2025)
|
STRUCTURED INVESTMENTS
Opportunities in U.S. Equities
Contingent Income Auto-Callable Securities due March 17, 2028
Based on the Performance of the Class A Common Stock of Alphabet Inc.
Principal at Risk Securities
Contingent Income Auto-Callable Securities (the “securities”) do not guarantee the repayment of principal and do not provide
for the regular payment of interest. Instead, the securities offer the opportunity for investors to earn a contingent quarterly coupon with respect to each determination date on which the closing price of the underlying stock is greater than or
equal to 70% of the initial share price, which we refer to as the downside threshold price. In addition, if the closing price of the underlying stock on any determination date other than the final determination date is greater than or equal to the call threshold price, the securities will be automatically redeemed for an amount per security equal to (i) the stated principal amount plus (ii) the contingent
quarterly coupon otherwise payable with respect to the applicable determination date. No further payments will be made on the securities once they have been redeemed. However, if the closing price of the underlying stock on any determination date
is less than the call threshold price, the securities will not be automatically redeemed and, if the closing price is less than the downside threshold price, you will not receive any contingent quarterly
coupon with respect to the applicable determination date. As a result, investors must be willing to accept the risk of not receiving any contingent quarterly coupons during the term of the securities. Furthermore, if the final share price of the
underlying stock is less than the downside threshold price, The Toronto-Dominion Bank (“TD” or “we”) will pay you a cash payment per security that will be less than the stated principal amount and you will be exposed on a 1-to-1 basis to the
decline of the final share price relative to the initial share price. In this scenario, you will lose a significant portion or all of your investment in the securities. Accordingly, the securities do not guarantee
any return of principal at maturity. Investors will not participate in any appreciation of the underlying stock and will not realize a return beyond the returns represented by the contingent quarterly coupons received, if any, during the
term of the securities. These securities are for investors who are willing to risk their entire investment and seek an opportunity to earn interest at a potentially above-market rate in exchange for the risk of receiving no interest over the entire
term of the securities. The securities are senior debt securities issued by TD. The securities are notes issued as part of TD’s Senior Debt Securities, Series H.
All payments on the securities are subject to the credit risk of TD. If TD were to default on its payment obligations, you may not receive any
amounts owed to you under the securities and you could lose your entire investment in the securities. These securities are not secured obligations and you will not have any security interest in, or otherwise have any access to, any underlying
reference asset or assets.
|
|
|
|
Issuer:
|
The Toronto-Dominion Bank (“TD”)
|
|
Issue:
|
Senior Debt Securities, Series H
|
|
Underlying stock:
|
Class A Common Stock of Alphabet Inc. (Bloomberg Ticker: “GOOGL UW”)
|
|
Aggregate principal amount:
|
$•
|
|
Stated principal amount:
|
$1,000.00 per security
|
|
Issue price:
|
$1,000.00 per security (see “Commissions and issue price” below)
|
|
Minimum investment:
|
$1,000 (1 security)
|
|
Pricing date:
|
March 14, 2025
|
|
Original issue date:
|
March 19, 2025 (3 business days after the pricing date). Under Rule 15c6-1 of the Securities Exchange Act of 1934, as amended, trades in the secondary market generally are
required to settle in one business day (T+1), unless the parties to a trade expressly agree otherwise. Accordingly, purchasers who wish to trade the securities in the secondary market on any date prior to one business day before delivery of
the securities will be required, by virtue of the fact that each security initially will settle in three business days (T+3), to specify alternative settlement arrangements to prevent a failed settlement of the secondary market trade.
|
|
Maturity date:
|
March 17, 2028, subject to postponement for certain market disruption events and as described under “General Terms of the Notes — Market Disruption Events” and “— Maturity
Date” in the accompanying product supplement.
|
|
Early redemption:
|
If the closing price of the underlying stock on any determination date other than the final determination date is greater than or equal to the call threshold price, the
securities will be automatically redeemed for an amount per security equal to the early redemption payment on the first contingent coupon payment date immediately following the related determination date. No
further payments will be made on the securities once they have been redeemed.
The securities will not be redeemed early on any contingent coupon payment date if the closing price of the underlying stock is below the call threshold
price on the related determination date.
|
|
Early redemption payment:
|
The early redemption payment will be an amount equal to (i) the stated principal amount plus (ii) the contingent quarterly coupon with respect to the applicable
determination date.
|
|
Contingent quarterly coupon:
|
◾
|
If the closing price on any determination date is greater than or equal to the downside threshold price, we will pay a contingent
quarterly coupon of $26.85 (equivalent to 10.74% per annum of the stated principal amount) per security on the related contingent coupon payment date.
|
|
◾
|
If the closing price on any determination date is less than the downside threshold price, we will not pay a contingent quarterly
coupon with respect to that determination date.
It is possible that the underlying stock will remain below the downside threshold price for extended periods of time or even throughout the entire term of
the securities so that you will receive few or no contingent quarterly coupons.
|
|
Determination dates:
|
June 16, 2025, September 15, 2025, December 15, 2025, March 16, 2026, June 15, 2026, September 14, 2026, December 14, 2026, March 15, 2027, June 14,
2027, September 14, 2027, December 14, 2027 and March 14, 2028, subject to postponement for non-trading days and certain market disruption events as described under “General Terms of the Notes — Market Disruption Events” and “— Valuation
Date(s)” in the accompanying product supplement. References in the accompanying product supplement to one or more “Valuation Dates” shall also mean the determination dates for purposes of the market disruption event provisions in the
accompanying product supplement. We also refer to March 14, 2028 as the final determination date.
|
|
Contingent coupon payment dates:
|
June 20, 2025, September 18, 2025, December 18, 2025, March 19, 2026, June 18, 2026, September 17, 2026, December 17, 2026, March 18, 2027, June 17, 2027, September 17, 2027, December 17,
2027 and the maturity date, subject to postponement for non-business days and as described under “General Terms of the Notes— Maturity Date” in the accompanying product supplement. References in the accompanying product supplement to the
“Maturity Date” and the “Final Price” shall also mean the contingent coupon payment dates and the closing price, respectively, for purposes of the market disruption event provisions in the accompanying product supplement.
|
|
Payment at maturity:
|
◾
|
If the final share price is greater than or equal to the downside threshold price:
|
(i) the stated principal amount plus (ii) the contingent quarterly coupon with respect to the final determination date
|
|
◾
|
If the final share price is less than the downside threshold price:
|
(i) the stated principal amount multiplied by (ii) the share performance factor
|
|
If the final share price is less than the downside threshold price, the payment at maturity will be less than 70% of the stated principal amount and could
be as low as zero.
|
|
Share performance factor(1):
|
Final share price divided by the initial share price.
|
|
Call threshold price(1):
|
$•, which is equal to 100% of the initial share price
|
|
Downside threshold price(1):
|
$•, which is equal to 70% of the initial share price
|
|
Initial share price(1):
|
$•, which is equal to the closing price of the underlying stock on the pricing date
|
|
Final share price(1):
|
The closing price of the underlying stock on the final determination date
|
|
CUSIP / ISIN:
|
89115H4C8 / US89115H4C81
|
|
Listing:
|
The securities will not be listed or displayed on any securities exchange or any electronic communications network.
|
|
Calculation agent:
|
TD
|
|
Agent:
|
TD Securities (USA) LLC (“TDS”), an affiliate of TD. See “Supplemental information regarding plan of distribution (conflicts of interest); secondary markets (if any).”
|
|
Estimated value on the pricing date:
|
The estimated value of your securities at the time the terms of your securities are set on the pricing date is expected to be between $935.00 and $970.00 per security, as discussed further under
“Risk Factors — Risks Relating to Estimated Value and Liquidity” beginning on page P-10 and Additional Information About the Securities — Additional information regarding the estimated value of the securities” herein. The estimated value is
expected to be less than the public offering price of the securities.
|
|
Commissions and issue price:
|
Price to Public(2)
|
Fees and Commissions(2)
|
Proceeds to Issuer
|
|
Per security
|
$1,000.00
|
$17.50(a)
|
$977.50
|
|
|
+ $5.00(b)
|
|
|
|
$22.50
|
|
|
Total
|
$●
|
$●
|
$●
|
| |
(1)
|
As determined by the calculation agent and as may be adjusted in the case of certain adjustment events as described under “General Terms of the Notes — Delisting or Suspension of Trading in, or Change in
Law Event Affecting, an Equity Security” and “— Anti-Dilution Adjustments” in the accompanying product supplement.
|
| |
(2)
|
TDS will purchase the securities from TD at the price to public less a fee of $22.50 per security. TDS will resell all of the securities to Morgan Stanley Smith Barney LLC (“Morgan Stanley Wealth
Management”) at an underwriting discount which reflects:
|
| |
(a)
|
a fixed sales commission of $17.50 per $1,000.00 stated principal amount of securities that Morgan Stanley Wealth Management sells and
|
| |
(b)
|
a fixed structuring fee of $5.00 per $1,000.00 stated principal amount of securities that Morgan Stanley Wealth Management sells,
|
each payable to Morgan Stanley Wealth Management. See “Additional Information About the Securities — Supplemental information regarding plan
of distribution (conflicts of interest); secondary markets (if any)” herein.
The securities involve risks not associated with an investment in ordinary debt securities. See “Risk Factors” beginning on page 9.
Neither the Securities and Exchange Commission (the “SEC”) nor any state securities commission has approved or disapproved of these securities or determined that
this pricing supplement, the product supplement or the prospectus is truthful or complete. Any representation to the contrary is a criminal offense.
The securities are unsecured and are not savings accounts or insured deposits of a bank. The securities are not insured or guaranteed by the Canada Deposit
Insurance Corporation, the U.S. Federal Deposit Insurance Corporation or any other governmental agency or instrumentality of Canada or the United States. The securities will not be listed or displayed on any securities exchange or electronic
communications network.
We will deliver the securities in book-entry only form through the facilities of The Depository Trust Company on the original issue date against payment in immediately available
funds.
Additional Information About TD and the Securities
You should read this pricing supplement together with the prospectus, as supplemented by the product supplement MLN-ES-ETF-1 (the “product
supplement”), relating to our Senior Debt Securities, Series H, of which these securities are a part. Capitalized terms used but not defined in this pricing supplement will have the meanings given to them in the product supplement. In the
event of any conflict the following hierarchy will govern: first, this pricing supplement; second, the product supplement; and last, the prospectus. The securities vary from the terms described
in the product 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 securities 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 in “Risk Factors” herein, “Additional Risk Factors Specific to the Notes” in the product supplement and “Risk Factors” in the prospectus, as the securities 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 securities. 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):
| ♦ |
Prospectus dated February 26, 2025:
|
| ♦ |
Product Supplement MLN-ES-ETF-1 dated February 26, 2025:
|
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.
TD reserves the right to change the terms of, or reject any offer to purchase, the securities prior to their issuance. In the event of any changes to the terms of the securities, TD 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 TD may reject your offer to purchase.
Investment Summary
Contingent Income Auto-Callable Securities
Principal at Risk Securities
The Contingent Income Auto-Callable Securities due March 17, 2028 based on the performance of the Class A common stock of Alphabet Inc., which we refer to as the securities, provide an opportunity
for investors to earn a contingent quarterly coupon, which is an amount equal to $26.85 (equivalent to 10.74% per annum of the stated principal amount) per security, with respect to each determination date on which the closing price or the final
share price, as applicable, is greater than or equal to 70% of the initial share price, which we refer to as the downside threshold price. The contingent quarterly coupon, if any, will be payable on the
relevant contingent coupon payment date specified on the cover hereof, which will generally be the third business day after the related determination date, except that the contingent coupon payment date for the final determination date will be the
maturity date. It is possible that the closing price of the underlying stock could remain less than the downside threshold price for extended periods of time or even throughout the term of the securities such that
you may receive few or no contingent quarterly coupons.
If the closing price of the underlying stock on any determination date other than the final determination date is greater than or equal to the call threshold price, the securities will be
automatically redeemed for an amount per security equal to the early redemption payment, which will be (i) the stated principal amount plus (ii) the contingent quarterly coupon otherwise payable with
respect to the related determination date. If the securities have not previously been redeemed and the final share price is greater than or equal to the downside threshold price, the payment due at maturity
will be (i) the stated principal amount plus (ii) the contingent quarterly coupon payable with respect to the final determination date. If, however, the securities are not redeemed prior to maturity and the
final share price is less than the downside threshold price, investors will be exposed on a 1-to-1 basis to the decline of the final share price relative to the initial share price. The value of the payment
received by investors at maturity will be less than 70% of the stated principal amount of the securities and could be as low as zero. Investors in the securities must be willing to accept the risk of losing their
entire investment in the securities and also the risk of not receiving any contingent quarterly coupons during the term of the securities. In addition, investors will not participate in any appreciation of the underlying stock and will not
realize a return beyond the returns represented by the contingent quarterly coupons received, if any, during the term of the securities.
Key Investment Rationale
The securities offer the opportunity for investors to earn a contingent quarterly coupon equal to $26.85 (equivalent to 10.74% per annum of the stated principal amount) per security, with respect to
each determination date on which the closing price or the final share price is greater than or equal to 70% of the initial share price, which we refer to as the downside threshold price. The securities may be redeemed prior to maturity at a price
equal to the early redemption payment, which will be (i) the stated principal amount per security plus (ii) the contingent quarterly coupon otherwise payable with respect to the applicable determination
date. The payment at maturity will vary depending on the final share price, as follows:
|
Scenario 1
|
|
On any of the determination dates other than the final determination date, the closing price of the underlying stock is greater than or equal to the call threshold price.
|
|
|
◾
|
The securities will be automatically redeemed for an amount per security equal to the early redemption payment, which will be (i) the stated principal amount plus (ii) the contingent quarterly coupon otherwise payable with respect to the applicable determination date.
|
|
◾
|
Investors will not participate in any appreciation of the underlying stock from the initial share price and will not realize a return beyond the returns represented by the contingent
quarterly coupons received, if any, during the term of the securities.
|
|
|
|
|
Scenario 2
|
|
The securities are not automatically redeemed prior to maturity and the final share price is greater than or
equal to the downside threshold price.
|
|
|
◾
|
The payment due at maturity will be (i) the stated principal amount plus (ii) the contingent quarterly coupon with respect to the final determination
date.
|
|
◾
|
Investors will not participate in any appreciation of the underlying stock from the initial share price and will not realize a return beyond the returns represented by the contingent
quarterly coupons received, if any, during the term of the securities.
|
|
|
|
|
Scenario 3
|
|
The securities are not automatically redeemed prior to maturity and the final share price is less than
the downside threshold price.
|
|
|
◾
|
The payment due at maturity will be equal to (i) the stated principal amount multiplied by (ii) the share performance factor.
|
|
◾
|
Investors will lose a significant portion, and may lose all, of their investment in the securities in this scenario.
|
Investing in the securities involves significant risks. You may lose a significant portion, and may lose all, of your investment in the securities. Any payment on the securities,
including payments in respect of an early redemption, contingent quarterly coupon or any repayment of principal provided at maturity, is dependent on TD’s ability to pay all amounts due on the securities and, therefore, investors are subject to the
credit risk of TD. 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 securities.
The securities will not pay a contingent quarterly coupon on a contingent coupon payment date (including the maturity date) if the closing price of the underlying stock on the
applicable determination date is less than the downside threshold price. The securities will not be automatically redeemed if the closing price of the underlying stock on a determination date is less than the call threshold price. If the securities
are not redeemed prior to maturity, and if the final share price is less than the downside threshold price, you will lose a significant portion, and may lose all, of your investment in the securities.
Investor Suitability
The securities may be suitable for you if:
| ◾ |
You fully understand and are willing to accept the risks of an investment in the securities, including the risk that you may lose up to 100% of your investment in the securities.
|
| ◾ |
You can tolerate a loss of a significant portion or all of your investment and are willing to make an investment that may have the same downside market risk as a direct investment in the underlying stock
|
| ◾ |
You believe that the closing price of the underlying stock on each determination date will be greater than or equal to the downside threshold price
|
| ◾ |
You understand and accept that (i) you will not participate in any appreciation in the price of the underlying stock and that any potential positive return is limited to the contingent quarterly coupons specified on the cover hereof and
(ii) you may receive few or no contingent quarterly coupons during the term of the securities
|
| ◾ |
You can tolerate fluctuations in the market price of the securities prior to maturity that may be similar to or exceed the fluctuations in the price of the underlying stock
|
| ◾ |
You are willing to forgo any dividends paid on the underlying stock and you do not seek guaranteed current income from this investment
|
| ◾ |
You are willing to invest in securities that may be redeemed prior to the maturity date, you are otherwise willing to hold such securities to maturity, a term of approximately 3 years, and you accept that there may be little or no
secondary market for the securities
|
| ◾ |
You understand and are willing to accept the risks associated with the underlying stock
|
| ◾ |
You are willing to assume the credit risk of TD for all payments under the securities, and you understand that if TD defaults on its obligations you may not receive any amounts due to you including any repayment of principal
|
The securities may not be suitable for you if:
| ◾ |
You do not fully understand or are unwilling to accept the risks of an investment in the securities, including the risk that you may lose up to 100% of your investment in the securities
|
| ◾ |
You require an investment designed to provide a full or at least partial return of principal at maturity
|
| ◾ |
You cannot tolerate a loss of a significant portion or all of your investment, or you are not willing to make an investment that may have the same downside market risk as a direct investment in the underlying stock
|
| ◾ |
You believe that the closing price of the underlying stock on one or more determination dates is likely to be less than the downside threshold price
|
| ◾ |
You seek an investment that participates in the full appreciation in the price of the underlying stock or that has unlimited return potential
|
| ◾ |
You cannot tolerate fluctuations in the market price of the securities prior to maturity that may be similar to or exceed the fluctuations in the price of the underlying stock
|
| ◾ |
You prefer to receive any dividends paid on the underlying stock or you seek guaranteed current income from this investment
|
| ◾ |
You are unable or unwilling to hold securities that may be redeemed prior to the maturity date, you are otherwise unable or unwilling to hold such securities to maturity, a term of approximately 3 years, or you seek an investment for
which there will be an active secondary market
|
| ◾ |
You do not understand or are not willing to accept the risks associated with the underlying stock
|
| ◾ |
You are not willing to assume the credit risk of TD for all payments under the securities, including any repayment of principal
|
How the Securities Work
The following diagrams illustrate the potential outcomes for the securities depending on (1) the closing price and (2) the final share price.
Diagram #1: Determination Dates Other Than the Final Determination Date
Diagram #2: Payment at Maturity if No Early Redemption Occurs
For more information about the payout upon an early redemption or at maturity in different hypothetical scenarios, see “Hypothetical Examples” beginning on the following page.
Hypothetical Examples
The below examples are based on the following terms and are purely hypothetical (the actual terms of your securities will be determined on the pricing date and will be specified in the final pricing
supplement). Any payments on the securities are subject to our credit risk.
|
Hypothetical Initial Share Price:
|
$100.00
|
|
Hypothetical Call Threshold Price:
|
$100.00, which is 100.00% of the hypothetical initial share price
|
|
Hypothetical Downside Threshold Price:
|
$70.00, which is 70.00% of the hypothetical initial share price
|
|
Hypothetical Quarterly Coupon:
|
$26.85 (equivalent to 10.74% per annum of the stated principal amount) per security
|
|
Stated Principal Amount:
|
$1,000.00 per security
|
In Examples 1 and 2, the closing price of the underlying stock fluctuates over the term of the securities and the closing price of the underlying stock is greater than or equal to the hypothetical
call threshold price on a determination date prior to the final determination date. Because the closing price is greater than or equal to the call threshold price on one of the determination dates prior to the final determination date, the
securities are automatically redeemed on the relevant contingent coupon payment date. In Examples 3 and 4, the closing price on each of the determination dates prior to the final determination date is less than the call threshold price, and,
consequently, the securities are not automatically redeemed prior to, and remain outstanding until, maturity.
|
Example 1
|
Example 2
|
|
Determination
Dates
|
Hypothetical
Closing Price
|
Contingent
Quarterly Coupon
|
Early
Redemption
Payment*
|
Hypothetical
Closing Price
|
Contingent
Quarterly Coupon
|
Early
Redemption
Payment*
|
|
#1
|
$160.00
|
$26.85
|
$1,026.85
|
$90.00
|
$26.85
|
N/A
|
|
#2
|
N/A
|
N/A
|
N/A
|
$65.00
|
$0.00
|
N/A
|
|
#3
|
N/A
|
N/A
|
N/A
|
$120.00
|
$26.85
|
$1,026.85
|
|
#4-#11
|
N/A
|
N/A
|
N/A
|
N/A
|
N/A
|
N/A
|
|
Final
Determination
Date
|
N/A
|
N/A
|
N/A
|
N/A
|
N/A
|
N/A
|
|
Payment at
Maturity
|
N/A
|
N/A
|
| * |
The early redemption payment includes the unpaid contingent quarterly coupon with respect to the determination date on which the closing price is greater than or equal to the call threshold price and the securities are redeemed as a
result.
|
|
▪ |
In Example 1, the securities are automatically redeemed following the first determination date as the closing price of the underlying stock on such determination date is greater than or equal to
the call threshold price. Because the closing price of the underlying stock on such determination date is greater than or equal to the downside threshold price, on the corresponding contingent coupon payment date, you receive an early
redemption payment of $1,026.85, which includes the contingent quarterly coupon with respect to such determination date.
|
In this example, the early redemption feature limits the term of your investment to approximately 3 months and you may not be able to reinvest at a comparable
risk or yield. You will not receive any further payments on the securities following an early redemption. Your total payment per security in this example is $1,026.85 (a total return of 2.685% on the securities).
|
▪ |
In Example 2, the securities are redeemed following the third determination date as the closing price of the underlying stock on such determination date is greater than or equal to the call
threshold price. As the closing price of the underlying stock on the first determination date is greater than or equal to the downside threshold price, you receive the contingent quarterly coupon of $26.85 with respect to such determination
date. Because, however, the closing price of the underlying stock on the second determination date is less than the downside threshold price, no contingent quarterly coupon is made with respect to such determination date.
|
On the contingent coupon payment date corresponding to the third determination date, you receive an early redemption payment of $1,026.85, which includes the contingent quarterly
coupon with respect to such determination date.
In this example, the early redemption feature limits the term of your investment to approximately 9 months and you may not be able to reinvest at a comparable risk or yield.
If the securities are redeemed early, you will stop receiving contingent quarterly coupons. Further, although the underlying stock has appreciated by 20.00% from the initial share price on the third determination date, you only receive $1,026.85
per security and do not benefit from such appreciation. Your total payment per security in this example is $1,053.70 (a total return of 5.37% on the securities).
|
Example 3
|
Example 4
|
|
Determination
Dates
|
Hypothetical
Closing Price
|
Contingent
Quarterly Coupon
|
Early
Redemption
Payment
|
Hypothetical
Closing Price
|
Contingent
Quarterly Coupon
|
Early
Redemption
Payment
|
|
#1
|
$60.00
|
$0.00
|
N/A
|
$50.00
|
$0.00
|
N/A
|
|
#2-#11
|
$65.00
|
$0.00
|
N/A
|
$55.00
|
$0.00
|
N/A
|
|
Final
Determination
Date
|
$90.00
|
$26.85*
|
N/A
|
$40.00
|
$0.00
|
N/A
|
|
Payment at
Maturity
|
$1,026.85
|
$400.00
|
| * |
The final contingent quarterly coupon, if any, will be paid at maturity.
|
Examples 3 and 4 illustrate the payment at maturity per security based on the final share price.
|
▪ |
In Example 3, the closing price of the underlying stock on each determination date prior to the final determination date is less than the downside threshold price and less than the call threshold
price. As a result, you do not receive a contingent quarterly coupon with respect to any of those determination dates and the securities are not automatically redeemed prior to maturity. Because the closing price on the final determination
date is greater than or equal to the downside threshold price, at maturity you receive the stated principal amount plus the contingent quarterly coupon with respect to the final determination date. Your payment at maturity is calculated as
follows:
|
$1,000.00 + $26.85 = $1,026.85
In this example, although the final share price represents a 10.00% decline from the initial share price, you receive the stated principal amount per security
plus the contingent quarterly coupon, equal to a total payment of $1,026.85 per security at maturity. Your total payment per security in this example is $1,026.85 (a total return of 2.685% on the securities).
|
▪ |
In Example 4, the closing price of the underlying stock on each determination date throughout the term of the securities is less than the downside threshold price and the call threshold price. As
a result, you do not receive any contingent quarterly coupon during the term of the securities and the securities are not automatically redeemed prior to maturity. Furthermore, because the final share price is less than the downside
threshold price, you receive a cash payment at maturity calculated as follows:
|
stated principal amount × share performance factor
$1,000.00 × ($60.00 / $150.00) = $400.00
In this example, your payment at maturity is significantly less than the stated principal amount and you will receive a total cash payment per security at
maturity equal to $400.00 (a loss of 60.00% on the securities).
Investing in the securities involves significant risks. The securities differ from ordinary debt securities in that TD is not necessarily obligated to repay the full amount of
your investment in the securities. If the securities are not redeemed prior to maturity and the final share price is less than the downside threshold price, you will be exposed on a 1 for 1 basis to the negative performance of the underlying stock
from the initial share price to the final share price. In such circumstances, the amount that you receive at maturity will be less than 70% of the stated principal amount and you may lose your entire investment in the securities.
The securities will not pay a contingent quarterly coupon if the closing price on any determination date is less than the downside threshold price. The securities will not be
automatically redeemed with respect to any determination date unless the closing price of the underlying stock on the relevant determination date is greater than or equal to the call threshold price.
Any payment to be made on the securities, including any repayment of principal, is dependent on TD’s ability to pay all amounts due on the securities and, therefore, investors are
subject to the credit risk of TD. 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 securities.
Risk Factors
The securities involve risks not associated with an investment in conventional debt securities. This section describes the most significant risks relating to the terms of the
securities. For additional information as to these and other risks, please see “Additional Risk Factors Specific to the Notes” in the product 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 securities and the suitability of the
securities in light of their particular circumstances.
Risks Relating to Return Characteristics
| ◾ |
Risk of loss at maturity. The securities differ from ordinary debt securities in that TD will not necessarily repay the stated principal amount of the securities at maturity. If the securities are
not redeemed prior to maturity, TD will repay you the stated principal amount of your securities in cash only if the final share price of the underlying stock is greater than or equal to the downside threshold price and will only make such
payment at maturity. If the securities are not redeemed prior to maturity and the final share price is less than the downside threshold price, you will receive a cash payment per security that will be less than the stated principal amount
and you will be exposed on a 1-to-1 basis to the decline of the final share price relative to the initial share price. You may lose your entire investment in the securities.
|
| ◾ |
Contingent repayment of stated principal amount only at maturity. If your securities are not redeemed prior to maturity, you should be willing to hold your securities to maturity. If you are able
to sell your securities prior to maturity in the secondary market, you may have to sell them at a loss relative to your investment even if the then-current price of the underlying stock is greater than or equal to the downside threshold
price.
|
| ◾ |
You may not receive any contingent quarterly coupons. TD will not necessarily make periodic payments on the securities. If the closing price of the underlying stock on any determination date is
less than the downside threshold price, TD will not pay you the contingent quarterly coupon applicable to such determination date. If the closing price is less than the downside threshold price on each of the determination dates, TD will
not pay you any contingent quarterly coupons during the term of, and you will not receive a positive return on, your securities. Generally, this non-payment of the contingent quarterly coupon coincides with a period of greater risk of
principal loss on your securities.
|
| ◾ |
Greater expected volatility with respect to the underlying stock generally reflects a higher contingent quarterly coupon and a higher expectation as of the pricing
date that the final share price of the underlying stock could be less than the downside threshold price on the final determination date. Greater expected volatility with respect to the underlying stock reflects a higher
expectation as of the pricing date that the final share price could be less than the downside threshold price on the final determination date. “Volatility” refers to the frequency and magnitude of changes in the price of the underlying
stock. This greater expected risk will generally be reflected in a higher contingent quarterly coupon rate than would have been the case had expected volatility been lower. However, while the contingent quarterly coupon is set on the
pricing date based, in part, on the underlying stock’s volatility calculated using our internal models, the underlying stock’s volatility can change significantly over the term of the securities. The price of the underlying stock could fall
sharply, which could result in the loss of a significant portion or all of your investment in the securities.
|
| ◾ |
The securities are subject to reinvestment risk in the event of an early redemption. The securities will be automatically redeemed prior to maturity if the closing price of the underlying stock on
any determination date other than the final determination date is greater than or equal to the call threshold price and you will not receive any more contingent quarterly coupons after the related contingent coupon payment date. Conversely,
the securities will not be automatically redeemed when the closing price on any determination date is less than the call threshold price, which generally coincides with a greater risk of principal loss on your securities. The securities
could be redeemed as early as the first contingent coupon payment date, potentially limiting your investment to a term of approximately 3 months. In the event that the securities are redeemed prior to maturity, there is no guarantee that
you will be able to reinvest the proceeds from an investment in the securities at a comparable rate of return for a similar level of risk. In addition, to the extent you are able to reinvest such proceeds in an investment comparable to the
securities, you will incur transaction costs and the original issue price for such an investment is likely to include certain built-in costs such as dealer discounts and hedging costs.
|
| ◾ |
The contingent quarterly coupon, if any, is based solely on the closing price or the final share price, as applicable. Whether the contingent quarterly coupon will be paid with respect to a
determination date will be based on the closing price or the final share price, as applicable. As a result, you will not know whether you will receive the contingent quarterly coupon until the related determination date. Moreover, because
the contingent quarterly coupon is based solely on the closing price on a specific determination date or the final share price, as applicable, if such closing price or final share price is less than the downside threshold price, you will
not receive any contingent quarterly coupon with respect to such determination date, even if the closing price of the underlying stock was higher on other days during the term of the securities.
|
| ◾ |
Your potential return on the securities is limited, you will not participate in any appreciation of the underlying stock and you will not realize a return beyond the returns represented by the contingent
quarterly coupons received, if any, during the term of the securities. The return potential of the securities is limited to the contingent quarterly coupons, regardless of any appreciation of the underlying stock. Your return on
the securities will vary based on the number of determination dates on which the requirements of the contingent quarterly coupon have been met prior to maturity or an early redemption. Furthermore, if the securities are redeemed prior to
maturity, you will not receive any contingent quarterly coupons or any other payment in respect of any determination dates after the applicable contingent coupon payment date, and your return on the securities could be less than if the
securities remained outstanding until maturity. If the securities are not redeemed prior to maturity, you may be subject to the depreciation in the price of the underlying stock even though you cannot participate in any appreciation in the
price of the underlying stock. As a result, the return on an investment in the securities could be less than the return on a direct investment in the underlying stock. In addition, as an owner of the securities, you will not receive any
dividends or distributions on the underlying stock and you will not have voting rights or any other rights of a holder of the underlying stock.
|
Risks Relating to Characteristics of the Underlying Stock
| ◾ |
The securities are subject to risks associated with investments in single equity securities. The value of the underlying stock can rise or fall sharply due to factors specific to the underlying
stock and the issuer of the underlying stock (the “underlying stock 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, political and other conditions. You, as an investor in the securities, should make your own investigation into the
underlying stock issuer and the underlying stock. For additional information regarding the underlying stock, please see “Information About the Underlying Stock” below and the underlying stock issuer’s SEC filings referred to in this
section. We urge you to review financial and other information filed periodically by the underlying stock issuer with the SEC.
|
| ◾ |
There can be no assurance that the investment view implicit in the securities will be successful. It is impossible to predict whether and the extent to which the value of the underlying stock will
rise or fall and there can be no assurance that the closing price of the underlying stock on any determination date will be greater than or equal to the downside threshold price or, if the securities are not redeemed prior to maturity, that
the final share price on the final valuation date will be greater than or equal to the downside threshold price. The value of the underlying stock will be influenced by complex and interrelated political, economic, financial and other
factors that affect the underlying stock and the underlying stock issuer. You should be willing to accept the downside risks of owning equities in general and the underlying stock in particular, and the risk of losing a significant portion
or all of your investment in the securities.
|
| ◾ |
There is no affiliation between TD and the underlying stock issuer. The underlying stock issuer is not an affiliate of ours, is not involved with the offering in any way, and has no obligation to
consider your interests in taking any corporate actions that might affect the value of the securities. We have not made any due diligence inquiry with respect to the underlying stock.
|
Risks Relating to Estimated Value and Liquidity
| ◾ |
The estimated value of your securities is expected to be less than the public offering price of your securities. The estimated value of your securities on the pricing date is expected to be less
than the public offering price of your securities. The difference between the public offering price of your securities and the estimated value of the securities reflects costs and expected profits associated with selling and structuring the
securities, as well as hedging our obligations under the securities. 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 securities is based on our internal funding rate. The estimated value of your securities on the pricing date is determined by reference to our internal funding rate.
The internal funding rate used in the determination of the estimated value of the securities 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 securities as well as the higher issuance, operational and ongoing liability management costs of the
securities 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 securities to be more favorable to you.
Additionally, assuming all other economic terms are held constant, the use of an internal funding rate for the securities is expected to increase the estimated value of the securities at any time.
|
| ◾ |
The estimated value of the securities 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 securities on the pricing date is based on our internal pricing models when the terms of the securities 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 securities may not be consistent with those of other financial institutions that may be purchasers or sellers of securities in the secondary market. As a result, the secondary
market price of your securities may be materially less than the estimated value of the securities 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 securities is not a prediction of the prices at which you may sell your securities in the secondary market, if any, and such secondary market prices, if any, will likely be
less than the public offering price of your securities and may be less than the estimated value of your securities. The estimated value of the securities is not a prediction of the prices at which the agent, other affiliates of
ours or third parties may be willing to purchase the securities 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 securities 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 securities. Further, as secondary market prices of your securities 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 securities, as well as hedging our obligations under the securities, secondary market prices of your securities will likely be less than the public offering price of your securities. As a result, the price
at which the agent, other affiliates of ours or third parties may be willing to purchase the securities from you in secondary market transactions, if any, will likely be less than the price you paid for your securities, 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 securities in the secondary market may not be indicative of future prices of your securities. Assuming that all relevant factors remain
constant after the pricing date, the price at which the agent may initially buy or sell the securities in the secondary market (if the agent makes a market in the securities, which it is not obligated to do) may exceed the estimated value
of the securities on the pricing date, as well as the secondary market value of the securities, for a temporary period after the original issue date of the securities, as discussed further under “Additional Information About the Securities
— Additional information regarding the estimated value of the securities”. The price at which the agent may initially buy or sell the securities in the secondary market may not be indicative of future prices of your securities.
|
| ◾ |
The underwriting 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 securities will likely be less than the public offering price. The public offering price includes, and any price quoted to you is likely to exclude, any underwriting discount
paid in connection with the initial distribution, offering expenses as well as the cost of hedging our obligations under the securities. 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 securities — sales in the secondary market may result in significant losses. There may be little or no secondary market for the securities. The
securities will not be listed or displayed on any securities exchange or electronic communications network. The agent or another one of our affiliates may make a market for the securities; however, it is not required to do so and may stop
any market-making activities at any time. Even if a secondary market for the securities 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 securities in any secondary market could be substantial. If you sell your securities before the maturity date, you may have to do so at a substantial discount
from the public offering price irrespective of the price of the underlying stock, and as a result, you may suffer substantial losses.
|
| ◾ |
If the price of the underlying stock changes, the market value of your securities may not change in the same manner. Your securities may trade quite differently from the performance of the
underlying stock. Changes in the value of the underlying stock may not result in a comparable change in the market value of your securities. Even if the closing price of the underlying stock remains greater than or equal to the downside
threshold price or increases to greater than the call threshold price during the term of the securities, the market value of your securities may not increase by the same amount and could decline.
|
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 securities. Although the return on the securities will be based on
the performance of the underlying stock, the payment of any amount due on the securities is subject to TD’s credit risk. The securities are TD’s senior unsecured debt obligations. Investors are dependent on TD’s ability to pay all amounts
due on the securities 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 securities. 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
securities.
|
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 the amounts payable on the securities. We will serve as
the calculation agent and may appoint a different calculation agent after the original issue date without notice to you. The calculation agent will exercise its judgment when performing its functions and may have a conflict of interest if
it needs to make certain decisions. For example, the calculation agent may have to determine whether a market disruption event affecting the underlying stock has occurred, and make certain adjustments if certain events occur, which may, in
turn, depend on the calculation agent’s judgment as to 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 the amounts payable on the securities, the calculation agent may have a conflict of interest if it needs to make a determination of this kind. For additional information on the calculation agent’s role, see “General Terms of the
Notes — Role of Calculation Agent” in the product supplement.
|
| ◾ |
The calculation agent can make antidilution and other adjustments that may adversely affect the market value of, and any amounts payable on, the securities. For antidilution and certain other
events affecting the underlying stock, the calculation agent may make adjustments to the initial share price, share performance factor, call threshold price, downside threshold price, closing price and/or final share price, as applicable,
and any other term of the securities. However, the calculation agent will not make an adjustment in response to every corporate event that could affect the underlying stock. If an event occurs that does not require the calculation agent to
make an adjustment, the market value of, and any payment on, the securities may be materially and adversely affected. In addition, all determinations and calculations concerning any such adjustments will be made by the calculation agent.
You should be aware that the calculation agent may make any such adjustment, determination or calculation in a manner that differs from that discussed in the accompanying product supplement or this document that it believes are appropriate
to offset to the extent practical any change in your economic position as a holder of the securities resulting solely from any such event to achieve an equitable result. Furthermore, in certain situations, such as when the underlying stock
undergoes a reorganization event or the underlying stock is delisted, the underlying stock may be replaced by distribution property or a substitute equity security, as discussed more fully in the product supplement under “General Terms of
the Notes — Delisting or Suspension of Trading in, or Change in Law Event Affecting, an Equity Security” and “— Anti-Dilution Adjustments”. The occurrence of any such events and the consequent adjustments may materially and adversely affect
the market value of, and any amounts payable on, the securities. For more information, see the sections as described under ““General Terms of the Notes — Delisting or Suspension of Trading in, or Change in Law Event Affecting, an Equity
Security” and “— Anti-Dilution Adjustments” in the accompanying product supplement.
|
| ◾ |
Trading and business activities by TD or its affiliates may adversely affect the market value of, and any amounts payable on, the securities. We, the agent and/or our other affiliates may hedge
our obligations under the securities by purchasing securities, futures, options or other derivative instruments with returns linked or related to changes in the price of the underlying stock, 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 or one or more of our affiliates could receive substantial returns from these hedging activities while the market value of the securities
declines. We 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 underlying stock.
|
These trading activities may present a conflict between the holders’ interest in the securities and the interests we and our affiliates will have in our or their proprietary
accounts, in facilitating transactions, including options and other derivatives transactions, for our or their customers’ accounts and in accounts under our or their management. These trading activities could be adverse to the interests of the
holders of the securities.
We, the agent and/or our other affiliates may, at present or in the future, engage in business with the underlying stock issuer,
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, the agent’s and/or our other affiliates’ obligations, and your interests as a holder of the securities. Moreover, we, the agent and/or our other affiliates may have published,
and in the future expect to publish, research reports with respect to the underlying stock. 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 securities. Any of these activities by us and/or our other affiliates may affect the price of the underlying stock and, therefore, the market value of, and return on, the securities.
| ◾ |
The calculation agent will have significant discretion with respect to the securities, which may be exercised in a manner that is adverse to your interests. The calculation agent will be an
affiliate of TD. The calculation agent will determine whether the contingent quarterly coupon is payable to you on any contingent coupon payment date and the payment at maturity of the securities, if any, based on observed closing prices of
the underlying stock. The calculation agent can postpone the determination of the closing price or final share price (and therefore the related contingent coupon payment date or maturity date, as applicable) if a market disruption event
occurs and is continuing with respect to the underlying stock on any determination date (including the final determination date).
|
Risks Relating to Canadian and U.S. Federal Income Taxation
| ◾ |
Significant aspects of the tax treatment of the securities are uncertain. Significant aspects of the U.S. tax treatment of the securities are uncertain. You should read carefully the section
entitled “Material U.S. federal income tax consequences” herein and in the product supplement. You should consult your tax advisor as to the tax consequences of your investment in the securities.
|
For a discussion of the Canadian federal income tax consequences of investing in the securities, please see the discussion in the prospectus under “Tax Consequences – Canadian
Taxation” and in the product supplement under “Supplemental Discussion of Canadian Tax Consequences” and the further discussion herein under “Summary”. If you are not a Non-resident Holder (as that term is defined in the prospectus) for Canadian
federal income tax purposes or if you acquire the securities in the secondary market, you should consult your tax advisors as to the consequences of acquiring, holding and disposing of the securities and receiving the payments that might be due
under the securities.
Information About the Underlying Stock
All disclosures contained in this document regarding the underlying stock are derived from publicly available information. TD has not conducted any independent
review or due diligence of any publicly available information with respect to the underlying stock. You should make your own investigation into the underlying stock.
Alphabet Inc.
According to publicly available information, Alphabet Inc. (“Alphabet”) is a parent holding company of Google Inc. that provides web-based search, advertisements, maps, software
applications, mobile operating systems, consumer content, enterprise solutions, commerce and hardware products. Information filed by Alphabet with the SEC can be located by reference to its SEC file number: 001-37580, or its CIK Code: 0001652044.
Alphabet’s Class A common stock is listed on the Nasdaq Global Select Market under the ticker symbol “GOOGL”.
Information as of market close on March 6, 2025:
|
Bloomberg Ticker Symbol:
|
GOOGL UW <Equity>
|
52 Week High (on February 4, 2025):
|
$206.38
|
|
Current Stock Price:
|
$172.35
|
52 Week Low (on March 6, 2024):
|
$131.40
|
|
52 Weeks Ago (on March 6, 2025):
|
$131.40
|
Current Dividend Yield:
|
0.46%
|
Historical Information
The table below sets forth the published high and low closing prices, as well as end-of-quarter closing price, of the underlying stock for the specified period. The closing price of the underlying
stock on March 6, 2025 was $172.35 (the “hypothetical initial share price”). The associated graph shows the closing prices of the underlying stock for each day from January 1, 2020 to March 6, 2025. The blue and green dotted lines represent a
hypothetical downside threshold price of $120.645 and a hypothetical call threshold price of $172.35, which are equal to 70% and 100%, respectively, of the hypothetical initial share price. The actual downside threshold price and call threshold
price will be set on the pricing date. We obtained the information in the table below from Bloomberg Professional® service (“Bloomberg”), without independent verification. The closing prices may be adjusted by Bloomberg for corporate
actions such as stock splits, public offerings, mergers and acquisitions, spin-offs, delistings and bankruptcy. TD has not undertaken an independent review or due diligence of any publicly available information obtained from Bloomberg. The historical performance of the underlying stock should not be taken as an indication of its future performance, and no assurance can be given as to the price of the underlying stock at any time, including the
determination dates.
|
Alphabet Inc. (CUSIP 02079K305)
|
|
|
|
|
2020
|
|
|
|
|
First Quarter
|
$76.244
|
$52.707
|
—
|
|
Second Quarter
|
$73.235
|
$54.635
|
—
|
|
Third Quarter
|
$85.87
|
$70.47
|
—
|
|
Fourth Quarter
|
$91.249
|
$72.551
|
—
|
|
2021
|
|
|
|
|
First Quarter
|
$105.931
|
$86.144
|
—
|
|
Second Quarter
|
$122.536
|
$106.489
|
—
|
|
Third Quarter
|
$145.216
|
$122.444
|
—
|
|
Fourth Quarter
|
$149.839
|
$133.66
|
—
|
|
2022
|
|
|
|
|
First Quarter
|
$148.00
|
$125.951
|
—
|
|
Second Quarter
|
$142.972
|
$105.805
|
—
|
|
Third Quarter
|
$122.08
|
$95.65
|
—
|
|
Fourth Quarter
|
$104.48
|
$83.43
|
—
|
|
2023
|
|
|
|
|
First Quarter
|
$107.74
|
$86.20
|
—
|
|
Second Quarter
|
$127.31
|
$103.71
|
—
|
|
Third Quarter
|
$138.21
|
$116.45
|
—
|
|
Fourth Quarter
|
$141.52
|
$122.17
|
—
|
|
2024
|
|
|
|
|
First Quarter
|
$153.51
|
$131.40
|
—
|
|
Second Quarter
|
$185.41
|
$150.53
|
$0.20
|
|
Third Quarter
|
$191.18
|
$148.66
|
$0.20
|
|
Fourth Quarter
|
$196.66
|
$161.86
|
$0.20
|
|
2025
|
|
|
|
|
First Quarter (through March 6, 2025)
|
$206.38
|
$167.01
|
—
|
We make no representation as to the amount of dividends, if any, that the underlying stock may pay in the future. In any event, as an investor
in the securities, you will not be entitled to receive dividends, if any, that may be payable on the underlying stock.
|
The Class A Common Stock of Alphabet Inc. –
Daily Closing Prices January 1, 2020 to March 6, 2025
|
This document relates only to the securities offered hereby and does not relate to the underlying stock or other securities linked to the underlying stock. We have derived all
disclosures contained in this document regarding the underlying stock from the publicly available documents described in the preceding paragraphs. In connection with the offering of the securities, none of us or any of our affiliates have
participated in the preparation of such documents or made any due diligence inquiry with respect to the underlying stock. Neither we nor the agent makes any representation that such publicly available documents
or any other publicly available information regarding the underlying stock is accurate or complete. Furthermore, we cannot give any assurance that all events occurring prior to the date hereof (including events that would affect the accuracy or
completeness of the publicly available documents described above) that would affect the trading price of the underlying stock (and therefore the price of the underlying stock at the time we price the securities) have been publicly disclosed.
Subsequent disclosure of any such events or the disclosure of or failure to disclose material future events concerning the underlying stock could affect the value received with respect to the securities and therefore the value of the securities.
Neither TD nor any of its affiliates makes any representation to you as to the performance of the underlying stock.
Additional Information About the Securities
Please read this information in conjunction with the summary terms on the front cover of this document.
|
Additional Provisions:
|
|
|
|
Record date:
|
The business day preceding the relevant contingent coupon payment date.
|
|
|
Trustee:
|
The Bank of New York
|
|
|
Calculation agent:
|
TD
|
|
|
Trading day:
|
As specified in the product supplement under “General Terms of the Notes — Special Calculation Provisions — Trading Day”.
|
|
|
Business day:
|
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.
|
|
|
Canadian bail-in:
|
The securities are not bail-inable debt securities (as defined in the prospectus) under the Canada Deposit Insurance Corporation Act.
|
|
|
Change in law event:
|
Not applicable, notwithstanding anything to the contrary in the product supplement
|
|
|
Terms incorporated:
|
All of the terms appearing above the item under the caption “General Terms of the Notes” in the accompanying product supplement, as modified by this document, and for purposes of the
foregoing, the terms used herein mean the corresponding terms as defined in the accompanying product supplement, as specified below:
|
|
|
Term used herein
|
Corresponding term in the accompanying
product supplement
|
|
|
underlying stock
|
reference asset
|
|
|
stated principal amount
|
principal amount
|
|
|
original issue date
|
issue date
|
|
|
determination dates
|
valuation date(s)
|
|
|
final determination date
|
final valuation date
|
|
|
initial share price
|
initial price
|
|
|
final share price
|
final price
|
|
|
downside threshold price
|
barrier
|
|
|
Additional information regarding
the estimated value of the
securities:
|
The final terms for the securities will be determined on the date the securities are initially priced for sale to the public, which we refer to as the pricing date, based on prevailing market
conditions, and will be communicated to investors in the final pricing supplement.
|
|
|
The economic terms of the securities 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 securities, estimated costs which we may incur in connection with the securities and the estimated cost which we may incur in hedging our
obligations under the securities. 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 securities
rather than the levels at which our benchmark debt securities trade in the secondary market is expected to have an adverse effect on the economic terms of the securities.
|
|
|
On the cover page of this pricing supplement, we have provided the estimated value range for the securities. The estimated value range 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 securities and our internal funding rate. For more information about the estimated value, see “Risk Factors — Risks Relating to Estimated Value and Liquidity” herein. 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 securities 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 securities. For more information see the discussion under “Risk Factors — Risks Relating to Estimated Value and
Liquidity — The estimated value of your securities is based on our internal funding rate”.
|
|
|
|
Our estimated value on the pricing date is not a prediction of the price at which the securities may trade in the secondary market, nor will it be the price at which the agent may buy or sell the securities
in the secondary market. Subject to normal market and funding conditions, the agent or another affiliate of ours intends to offer to purchase the securities 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 securities in the secondary market, if any, may exceed
our estimated value on the pricing date for a temporary period expected to be approximately 6 weeks after the original 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 securities and other costs in connection with the securities which we will no longer expect to incur over the term of the securities. We made such discretionary election and determined this temporary
reimbursement period on the basis of a number of factors, including the tenor of the securities and any agreement we may have with the distributors of the securities. 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 original issue date of the securities
based on changes in market conditions and other factors that cannot be predicted.
We urge you to read the “Risk Factors” in this pricing supplement for additional information.
|
|
|
Material Canadian income tax
consequences:
|
Please see the discussion in the prospectus under “Tax Consequences – Canadian Taxation” and in the product supplement under “Supplemental Discussion of Canadian Tax Consequences”, which
applies to the securities. We will not pay any additional amounts as a result of any withholding required by reason of the rules governing hybrid mismatch arrangements contained in section 18.4 of the Canadian Tax Act (as defined in the
prospectus).
|
|
|
Material U.S. federal income tax
consequences:
|
The U.S. federal income tax consequences of your investment in the securities are uncertain. There are no statutory provisions, regulations, published rulings or judicial
decisions addressing the characterization for U.S. federal income tax purposes of securities with terms that are substantially the same as the securities. Some of these tax consequences are summarized below, but we urge you to read the more
detailed discussion in “Material U.S. Federal Income Tax Consequences” in the accompanying product supplement and to 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 securities, and the following discussion is not binding on the IRS.
|
|
|
|
U.S. Tax Treatment. Pursuant to the terms of the securities, 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 the securities as prepaid derivative contracts with respect to the underlying stock. If your securities are so treated, any contingent quarterly coupon that is
paid by TD (including on the maturity date or upon early redemption) should be included in your income as ordinary income in accordance with your regular method of accounting for U.S. federal income tax purposes.
|
|
|
|
In addition, excluding amounts attributable to any contingent quarterly coupon, you should generally recognize capital gain or loss upon the taxable disposition (including cash settlement) of
your securities in an amount equal to the difference between the amount you receive at such time (other than amounts or proceeds attributable to a contingent quarterly coupon or any amount attributable to any accrued but unpaid contingent
quarterly coupon) and the amount you paid for your securities. Such gain or loss should generally be long-term capital gain or loss if you have held your securities for more than one year (and, otherwise, short-term capital gain or loss).
The deductibility of capital losses is subject to limitations. Although uncertain, it is possible that proceeds received from the taxable disposition of your securities prior to a contingent coupon payment date, but that could be attributed
to an expected contingent quarterly coupon, could be treated as ordinary income. You should consult your tax advisor regarding this risk.
|
|
|
|
Except to the extent otherwise required by law, TD intends to treat your securities for U.S. federal income tax purposes in accordance with the treatment described above and under “Material
U.S. Federal Income Tax Consequences” in the accompanying product supplement unless and until such time as the IRS and the Treasury determine that some other treatment is more appropriate.
|
|
|
|
Based on certain factual representations received from us, our special U.S. tax counsel, Fried, Frank, Harris, Shriver & Jacobson LLP, is of the opinion that it would be reasonable to
treat your securities in the manner described above. However, because there is no authority that specifically addresses the tax treatment of the securities, it is possible that your securities 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 securities could differ materially and adversely from the treatment described above, as
described further under “Material U.S. Federal Income Tax Consequences” in the accompanying product supplement.
|
|
|
|
Notice 2008-2. In 2007, the IRS released a notice that may affect the taxation of holders of the securities. According to Notice 2008-2, the IRS and
the Treasury are actively considering whether a holder of an instrument such as the securities 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 securities will ultimately be required to accrue income currently in excess of any receipt of contingent quarterly coupons 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.
|
|
|
|
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 securities, 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 securities.
|
|
|
|
Non-U.S. Holders. The U.S. federal income tax treatment of the contingent quarterly coupons is unclear. Subject to Section 871(m) of the Code and
FATCA, as discussed below, if the securities are offered to non-U.S. holders, we currently do not intend to treat contingent quarterly coupons paid to a non-U.S. holder that provides us (and/or the applicable withholding agent) with a fully
completed and validly executed applicable IRS Form W-8 as subject to U.S. withholding tax and we currently do not intend to withhold any tax on contingent quarterly coupons. However, it is possible that the IRS could assert that such
payments are subject to U.S. withholding tax, or that another withholding agent may otherwise determine that withholding is required, in which case we or the other withholding agent may withhold up to 30% on such payments (subject to
reduction or elimination of such withholding tax pursuant to an applicable income tax treaty). We will not pay any additional amounts in respect of such withholding. Subject to Section 897 of the Code and Section 871(m) of the Code,
discussed below, gain realized from the taxable disposition of a security generally should not be subject to U.S. tax unless (i) such gain is effectively connected with a trade or business conducted by the non-U.S. holder in the U.S., (ii)
the non-U.S. holder is a non-resident alien individual and is 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) the non-U.S. holder has certain
other present or former connections with the U.S.
|
|
|
|
Section 897. We will not attempt to ascertain whether the underlying stock 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 securities should be treated as “United States real property interests” (“USRPI”) as defined in
Section 897 of the Code. If any such entity and/or the securities 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 security upon a
taxable disposition of the security to the 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 the underlying stock issuer as a USRPHC and/or the securities 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 2017. 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, 2027.
|
|
|
|
Based on our determination that the securities are not “delta-one” with respect to the underlying stock, our special U.S. tax counsel is of the opinion that the securities 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 securities 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 securities could be deemed to be reissued for tax purposes upon the occurrence of certain events affecting the
underlying stock or your securities, and following such occurrence your securities 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 securities under these rules if you enter, or have entered, into certain other transactions in respect of the underlying stock or the securities. If you enter,
or have entered, into other transactions in respect of the underlying stock or the securities, you should consult your tax advisor regarding the application of Section 871(m) of the Code to your securities in the context of your other
transactions.
|
|
|
|
Because of the uncertainty regarding the application of the 30% withholding tax on dividend equivalents to the securities, 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 securities.
|
|
|
|
Foreign Account Tax Compliance Act. Legislation commonly referred to as the Foreign Account Tax Compliance Act (“FATCA”) generally imposes a
withholding tax of 30% on payments to certain non-U.S. entities (including financial intermediaries) with respect to certain financial instruments, unless various U.S. information reporting and due diligence requirements have been
satisfied. An intergovernmental agreement between the U.S. and the non-U.S. entity’s jurisdiction may modify these requirements. This legislation generally applies to certain financial instruments that are treated as paying U.S.-source
interest or other U.S.-source “fixed or determinable annual or periodical” income (“FDAP income”). Withholding (if applicable) applies to payments of U.S.-source FDAP income but, pursuant to certain Treasury regulations and IRS guidance,
does not apply to payments of gross proceeds on the disposition (including upon retirement) of financial instruments. As the treatment of the securities is unclear, it is possible that any contingent quarterly coupon with respect to the
securities could be subject to the FATCA rules. If withholding applies to the securities, we will not be required to pay any additional amounts with respect to amounts withheld. Both U.S. and non-U.S. holders should consult their tax
advisors regarding the potential application of FATCA to the securities.
|
|
|
|
Proposed Legislation. In 2007, legislation was introduced in Congress that, if it had been enacted, would have required holders of securities similar to the securities
purchased after the bill was enacted to accrue interest income over the term of such securities despite the fact that there may be no interest payments over the term of such securities.
|
|
|
|
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 securities 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 not possible 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 securities. You are urged
to consult your tax advisor regarding the possible changes in law and their possible impact on the tax treatment of your securities.
|
|
|
|
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 securities arising under the laws of any state, local, non-U.S. or other taxing jurisdiction (including that of TD).
|
|
|
Supplemental information
regarding plan of distribution
(conflicts of interest); secondary
markets (if any):
|
We have appointed TDS, an affiliate of TD, as the agent for the sale of the securities. Pursuant to the terms of a distribution agreement, TDS will purchase the securities from TD at the
price to public less a fee of $22.50 per security. TDS will resell all of the securities to Morgan Stanley Wealth Management with an underwriting discount of $22.50 reflecting a fixed sales commission of $17.50 and fixed structuring fee of
$5.00 per $1,000.00 stated principal amount of securities that Morgan Stanley Wealth Management sells. TD or an affiliate will also pay a fee to LFT Securities, LLC, an entity in which TD and an affiliate of Morgan Stanley Wealth Management
have an ownership interest, for providing certain electronic platform services with respect to this offering.
|
|
|
|
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. If any other affiliate of TD participates in this offering, that affiliate will also have a “conflict of interest” within the meaning of FINRA Rule
5121. In addition, TD will receive the net proceeds from the initial public offering of the securities, thus creating an additional conflict of interest within the meaning of FINRA Rule 5121. This offering of the securities will be
conducted in compliance with the provisions of FINRA Rule 5121. In accordance with FINRA Rule 5121, neither TDS nor any other affiliate of ours is permitted to sell the securities 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 in the initial sale of the securities. In addition, we, TDS, another of our affiliates or third parties may
use this pricing supplement in a market-making transaction in the securities after their initial sale. If a purchaser buys the securities from us, TDS, another of our affiliates or third parties, this pricing supplement is being used in a
market-making transaction unless we, TDS, another of our affiliates or third parties informs such purchaser otherwise in the confirmation of sale.
|
|
|
Prohibition of sales in Canada
and to Canadian residents:
|
The securities may not be offered, sold or otherwise made available directly or indirectly in Canada or to any resident of Canada.
|
|
|
Prohibition on sales to EEA retail
investors:
|
The securities 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 (the “EEA”). 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, 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 (the “PRIIPs Regulation”), for offering or selling the securities or otherwise making them available to retail investors in the EEA has been prepared and
therefore offering or selling the securities or otherwise making them available to any retail investor in the EEA may be unlawful under the PRIIPs Regulation.
|
|
|
Prohibition of sales to United
Kingdom retail investors:
|
The securities 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 United Kingdom
(“UK”). For these purposes, a retail investor means a person who is one (or more) of: (i) a retail client, as defined in point (8) of Article 2 of Regulation (EU) No 2017/565 as it forms part of domestic law by virtue of the European Union
(Withdrawal) Act 2018 (the “EUWA”); or (ii) a customer within the meaning of the provisions of the Financial Services and Markets Act 2000 (the “FSMA”) and any rules or regulations made under the FSMA to implement Directive (EU) 2016/97,
where that customer would not qualify as a professional client, as defined in point (8) of Article 2(1) of Regulation (EU) No 600/2014 as it forms part of domestic law by virtue of the EUWA. Consequently no key information document required
by Regulation (EU) No 1286/2014 as it forms part of domestic law by virtue of the EUWA (the “UK PRIIPs Regulation”) for offering or selling the securities or otherwise making them available to retail investors in the UK has been prepared
and therefore offering or selling the securities or otherwise making them available to any retail investor in the UK may be unlawful under the UK PRIIPs Regulation.
|
|
