FWP 1 brhc10041981_fwp.htm GUIDEBOOK
Filed Pursuant to Rule 433
Registration Statement No. 333-262557


Autocallable Market-Linked Step Up Notes

Autocallable Market-Linked Step Up Notes Linked to the S&P 500® Index
 
Issuer
 
The Toronto-Dominion Bank (“TD”)
 
Principal Amount
 
$10.00 per unit
 
Term
 
Approximately 6 years
 
Market Measure
 
The S&P 500® Index (Bloomberg symbol: “SPX”)
 
Automatic Call
 
The notes will be called automatically on any Observation Date if the closing level of the Market Measure is equal to or greater than the Call Level
 
Call Level
 
100.00% of the Starting Value
 
Observation Dates
 
Approximately one, two, three, four and five years from the pricing date
 
Call Amounts
 
[$10.70 to $10.80] if called on the first Observation Date, [$11.40 to $11.60] if called on the second Observation Date, [$12.10 to $12.40] if called on the third Observation Date, [$12.80 to $13.20] if called on the fourth Observation Date and [$13.50 to $14.00] if called on the final Observation Date, each to be determined on the pricing date
 
Payout Profile at
Maturity
 
   If the Market Measure is flat or increases up to the Step Up Value, a return equal to the Step Up Payment
   If the Market Measure increases above the Step Up Value, a return equal to the percentage increase in the Market Measure
    1-to-1 downside exposure to decreases in the Market Measure beyond a 15.00% decline, with up to 85.00% of your principal at risk
 
Step Up Value
 
150.00% of the Starting Value
 
Step Up Payment
 
$5.00 per unit, a 50.00% return over the principal amount
 
Threshold Value
 
85.00% of the Starting Value
 
Investment
Considerations
 
This investment is designed for investors who anticipate that the Market Measure will increase over the term of the notes, and are willing to take substantial downside risk below a threshold and forgo interim interest payments, and are willing to have their notes called prior to maturity.
 
Preliminary Offering
Documents
 

 
Exchange Listing
 
No
You should read the relevant Preliminary Offering Documents before you invest. Click on the Preliminary Offering Documents hyperlink above or call your Financial Advisor for a hard copy.
Risk Factors
Please see the Preliminary Offering Documents for a description of certain risks related to this investment, including, but not limited to, the following:
If your notes are not called prior to maturity, your investment may result in a loss; there is no guaranteed return of principal.
If your notes are called, your investment return is limited to the applicable Call Premium.
Payments on the notes are subject to the credit risk of TD, and actual or perceived changes in the creditworthiness of TD are expected to affect the value of the notes. If TD becomes unable to meet its financial obligations as they become due, you may lose some or all of your investment.
The initial estimated value of the notes on the pricing date will be less than their public offering price.
The initial estimated value of your notes is not a prediction of the prices at which you may sell your notes in the secondary market, if any exists, and such secondary market prices, if any, will likely be less than the public offering price of your notes, may be less than the initial estimated value of your notes and could result in a substantial loss to you.
You will have no rights of a holder of the securities represented by the Market Measure, and you will not be entitled to receive securities or dividends or other distributions by the issuers of those securities.
The final terms of the notes will be set on the pricing date within the given range for the specified Market-Linked Investment. Please see the Preliminary Offering Documents for complete product disclosure, including related risks and tax disclosure.
 

The graph above and the table below reflect the hypothetical return on the notes, based on the terms contained in the table to the left (using the mid-point for any range(s)).  The graph and table have been prepared for purposes of illustration only, assume that the notes are not called on any Observation Date and do not take into account any tax consequences from investing in the notes.

Hypothetical
Percentage Change
from the Starting Value
to the Ending Value
Hypothetical
Redemption Amount
per Unit
Hypothetical Total Rate of
Return on the Notes
-100.00%
$1.50
-85.00%
-50.00%
$6.50
-35.00%
-15.00%(1)
$10.00
0.00%
-10.00%
$10.00
0.00%
-6.00%
$10.00
0.00%
-3.00%
$10.00
0.00%
0.00%
$15.00(2)
50.00%
5.00%
$15.00
50.00%
10.00%
$15.00
50.00%
20.00%
$15.00
50.00%
30.00%
$15.00
50.00%
40.00%
$15.00
50.00%
50.00%(3)
$15.00
50.00%
60.00%
$16.00
60.00%

(1)
This hypothetical percentage change corresponds to the Threshold Value.
(2)
This amount represents the sum of the principal amount and the Step Up Payment of $5.00.
(3)
This hypothetical percentage change corresponds to the Step Up Value.
 
TD has filed a registration statement (including a product supplement and a prospectus) with the U.S. Securities and Exchange Commission (the “SEC”) for the offering to which this term sheet relates. Before you invest, you should read the Note Prospectus, including this term sheet, and the other documents that TD has filed with the SEC, for more complete information about TD and this offering. You may get these documents without cost by visiting EDGAR on the SEC website at www.sec.gov. Alternatively, TD, any agent, or any dealer participating in this offering will arrange to send you these documents if you so request by calling MLPF&S or BofAS toll-free at 1-800-294-1322.