|
Subject to Completion
dated July 16, 2021
|
Filed Pursuant to Rule 424(b)(2)
Registration Statement No. 333-231751 (To Prospectus dated June 18, 2019 and Product Supplement EQUITY SUN-1 dated July 16, 2021) |
Per Unit
|
Total
|
|
Public offering price(1)
|
$10.00
|
$
|
Underwriting discount(1)
|
$0.15
|
$
|
Proceeds, before expenses, to TD
|
$9.85
|
$
|
|
(1) |
For any purchase of 300,000 units or more in a single transaction by an individual investor or in combined transactions with the investor’s household in this offering, the public offering price and the
underwriting discount will be $9.95 per unit and $0.10 per unit, respectively. See “Supplement to the Plan of Distribution (Conflicts of Interest)” below.
|
Are Not FDIC Insured
|
Are Not Bank Guaranteed
|
May Lose Value
|
Issuer:
|
The Toronto-Dominion Bank (“TD”)
|
||
Principal Amount:
|
$10.00 per unit
|
||
Term:
|
Approximately one year
|
||
Market Measure:
|
The iShares® Silver Trust (Bloomberg symbol: “SLV”)
|
||
Starting Value:
|
The Closing Market Price of the Market Measure on the pricing date
|
||
Ending Value:
|
The Closing Market Price of the Market Measure multiplied by the Price Multiplier on the calculation day. The scheduled calculation day is subject to postponement in the event of Market Disruption Events, as described beginning on
page PS-29 of product supplement EQUITY SUN-1.
|
||
Price Multiplier:
|
1, subject to adjustment for certain events relating to the Underlying Fund, as described beginning on page PS-32 of product supplement EQUITY SUN-1.
|
||
Step Up Payment:
|
[$11.80 to $12.40] per unit, which represents a return of [18.00% to 24.00%] over the principal amount. The actual Step Up Payment will be determined on the pricing date.
|
||
Threshold Value:
|
100% of the Starting Value.
|
||
Calculation Day:
|
Approximately the fifth scheduled Market Measure Business Day immediately preceding the maturity date.
|
||
Fees and
Charges:
|
The underwriting discount of $0.15 per unit listed on the cover page and the hedging related charge of $0.05 per unit described in “Structuring the Notes” on page TS-12.
|
||
Calculation
Agents:
|
BofA Securities, Inc. (“BofAS”) and TD, acting jointly.
|
|
Market-Linked One Look Notes
|
TS-2
|
Market-Linked One Look Notes
Linked to the iShares® Silver Trust due August , 2022 |
◾ |
Product supplement EQUITY SUN-1 dated July 16, 2021:
|
◾ |
Prospectus dated June 18, 2019:
|
◾ |
You anticipate that the price of the Underlying Fund will not decrease from the Starting Value to the Ending Value.
|
◾ |
You accept that the return on the notes will be limited to the return represented by the Step Up Payment.
|
◾ |
You are willing to risk a substantial or entire loss of principal if the Underlying Fund decreases from the Starting Value to the Ending Value.
|
◾ |
You are willing to forgo the interest payments that are paid on conventional interest bearing debt securities.
|
◾ |
You are willing to forgo the benefits of directly owning the Underlying Fund or the commodity held by the Underlying Fund.
|
◾ |
You are willing to accept that a limited market or no market exists for sales of the notes prior to maturity, and understand that the market price for the notes in any secondary market may be adversely affected by various factors,
including, but not limited to, our actual and perceived creditworthiness, our internal funding rate and fees and charges on the notes, as described on page TS-2.
|
◾
|
You are willing to assume our credit risk, as issuer of the notes, for any payments under the notes.
|
◾ |
You believe that the price of the Underlying Fund will decrease from the Starting Value to the Ending Value or that it will increase by more than the return represented by the Step Up Payment.
|
◾ |
You seek principal repayment or preservation of capital.
|
◾ |
You seek interest payments or other current income on your investment.
|
◾ |
You want to receive the benefits of directly owning the Underlying Fund or the commodity held by the Underlying Fund.
|
◾ |
You seek an investment for which there will be a liquid secondary market.
|
◾
|
You are unwilling or are unable to take market risk on the notes or to accept the credit risk of TD as issuer of the notes.
|
|
Market-Linked One Look Notes
|
TS-3
|
Market-Linked One Look Notes
Linked to the iShares® Silver Trust due August , 2022 |
|
Ending Value
|
Percentage Change from the
Starting Value to the Ending
Value
|
Redemption Amount per
Unit
|
Total Rate of Return on the
Notes
|
|||
0.00
|
-100.00%
|
$0.00
|
-100.00%
|
|||
50.00
|
-50.00%
|
$5.00
|
-50.00%
|
|||
80.00
|
-20.00%
|
$8.00
|
-20.00%
|
|||
90.00
|
-10.00%
|
$9.00
|
-10.00%
|
|||
94.00
|
-6.00%
|
$9.40
|
-6.00%
|
|||
97.00
|
-3.00%
|
$9.70
|
-3.00%
|
|||
100.00(1)(2)
|
0.00%
|
$12.10 (3)
|
21.00%
|
|||
102.00
|
2.00%
|
$12.10
|
21.00%
|
|||
105.00
|
5.00%
|
$12.10
|
21.00%
|
|||
110.00
|
10.00%
|
$12.10
|
21.00%
|
|||
120.00
|
20.00%
|
$12.10
|
21.00%
|
|||
121.00
|
21.00%
|
$12.10
|
21.00%
|
|||
130.00
|
30.00%
|
$12.10
|
21.00%
|
|||
140.00
|
40.00%
|
$12.10
|
21.00%
|
|||
150.00
|
50.00%
|
$12.10
|
21.00%
|
|||
160.00
|
60.00%
|
$12.10
|
21.00%
|
(1) |
This is the hypothetical Threshold Value.
|
(2) |
The hypothetical Starting Value of 100 used in these examples has been chosen for illustrative purposes only, and does not represent a likely actual Starting Value for the Underlying Fund.
|
(3) |
This amount represents the sum of the principal amount and the hypothetical Step Up Payment of $2.10.
|
Market-Linked One Look Notes
|
TS-4
|
Market-Linked One Look Notes
Linked to the iShares® Silver Trust due August , 2022 |
Example 1
|
|
The Ending Value is 90.00, or 90.00% of the Starting Value:
|
|
Starting Value:
|
100.00 |
Threshold Value:
|
100.00 |
Ending Value:
|
90.00 |
|
Redemption Amount per unit
|
Example 2
|
|
The Ending Value is 110.00, or 110.00% of the Starting Value:
|
|
Starting Value:
|
100.00 |
Ending Value:
|
110.00 |
|
Redemption Amount per unit, the principal amount plus the Step Up Payment, since the Ending Value is equal to or greater than the Starting Value.
|
Example 3
|
|
The Ending Value is 130.00, or 130.00% of the Starting Value:
|
|
Starting Value:
|
100.00 |
Ending Value:
|
130.00 |
|
Redemption Amount per unit, the principal amount plus the Step Up Payment, since the Ending Value is equal to or greater than the Starting Value.
|
|
◾ |
Depending on the performance of the Underlying Fund as measured shortly before the maturity date, your investment may result in a loss; there is no guaranteed return of principal.
|
|
◾ |
Your return on the notes may be less than the yield you could earn by owning a conventional fixed or floating rate debt security of comparable maturity.
|
|
◾ |
Your investment return is limited to the return represented by the Step Up Payment and may be less than a comparable investment directly in the Underlying Fund or the commodity held by the Underlying Fund.
|
|
◾ |
The sponsor and trustee of the Underlying Fund may adjust the Underlying Fund in a way that may adversely affect its value and your interests, and these entities have no obligation to consider your interests.
|
|
◾ |
You will have no rights of a holder of the Underlying Fund or the commodity held by the Underlying Fund, and you will not be entitled to receive any shares of the Underlying Fund or the commodity held by the Underlying Fund.
|
|
◾ |
While we, MLPF&S, BofAS or our respective affiliates may from time to time own shares of the Underlying Fund or the commodity held by the Underlying Fund, none of us, MLPF&S, BofAS or our respective affiliates control the
Underlying Fund.
|
|
◾ |
There are liquidity and management risks associated with the Underlying Fund.
|
|
◾ |
The performance of the Underlying Fund may not correlate with the performance of the commodity held by the Underlying Fund as well as the net asset value per share of the Underlying Fund, especially during periods of market volatility when
the liquidity and the market price of the Underlying Fund and/or the commodity held by the Underlying Fund may be adversely affected, sometimes materially.
|
|
◾ |
If the liquidity of the commodity held by the Underlying Fund is limited, the value of the Underlying Fund and, therefore, the return on the notes would likely be impaired.
|
|
◾ |
Suspension or disruptions of market trading in the commodity held by the Underlying Fund may adversely affect the value of your notes.
|
|
◾ |
The notes will not be regulated by the U.S. Commodity Futures Trading Commission.
|
|
◾ |
The Redemption Amount will not be adjusted for all corporate events that could affect the Underlying Fund. See “Description of the SUNs — Anti-Dilution and Discontinuance Adjustments Relating to Underlying Funds” beginning on page PS-32 of
product supplement EQUITY SUN-1.
|
|
◾ |
The initial estimated value of your notes on the pricing date will be less than their public offering price. The difference between the public offering price of your notes and the initial estimated value of the notes reflects costs and
expected profits associated with selling and structuring the notes, as well as hedging our obligations under the notes (including, but not limited to, the hedging related charge, as further described under “Structuring the Notes” on page
TS-12). 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 and the amount of any such profit or loss will
not be known until the maturity date.
|
|
◾ |
The initial estimated value of your notes is based on our internal funding rate. The internal funding rate used in the determination of the initial estimated value of the notes generally represents a discount from the credit spreads for
our conventional fixed-rate debt securities and the borrowing rate we would pay for our conventional fixed-rate debt securities. This discount is based on, among other things, our view of the funding value of the notes as well as the higher
issuance, operational and ongoing liability management costs of the notes in comparison to those costs for our conventional fixed-rate debt, as well as estimated financing costs of any hedge positions (including, but not limited to, the
hedging related charge, as further described under “Structuring the Notes” on page TS-12), taking into account regulatory and internal requirements. If the interest rate implied by the credit spreads for our conventional fixed-rate debt
securities, or the borrowing rate we would pay for our conventional fixed-rate debt securities were to be used, we would expect the economic terms of the notes to be more favorable to you. Additionally, assuming all other economic terms are
held constant, the use of an internal funding rate for the notes is expected to increase the initial estimated value of the notes and have an adverse effect on the economic terms of the notes.
|
|
◾ |
The initial estimated value of the notes is based on our internal pricing models, which may prove to be inaccurate and may be different from the pricing models of other financial institutions, including BofAS and MLPF&S. The initial
estimated value of
|
Market-Linked One Look Notes
|
TS-6
|
Market-Linked One Look Notes
Linked to the iShares® Silver Trust due August , 2022 |
|
◾ |
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. The initial estimated value of the notes will not be a prediction of the prices at which MLPF&S, BofAS, their
or our respective affiliates or third parties may be willing to purchase the notes from you in secondary market transactions (if they are willing to purchase, which they are not obligated to do). The price at which you may be able to sell
your notes in the secondary market at any time, if any, will be influenced by many factors that cannot be predicted, such as market conditions, and any bid and ask spread for similar sized trades, and may be substantially less than the
initial estimated value of the notes. Further, as secondary market prices of your notes take into account the levels at which our debt securities trade in the secondary market, and do not take into account our various costs and expected
profits associated with selling and structuring the notes, as well as hedging our obligations under the notes, secondary market prices of your notes will likely be less than the public offering price of your notes. As a result, the price at
which MLPF&S, BofAS, their or our respective affiliates or third parties may be willing to purchase the notes from you in secondary market transactions, if any, will likely be less than the price you paid for your notes, and any sale
prior to maturity could result in a substantial loss to you.
|
|
◾ |
A trading market is not expected to develop for the notes. None of us, any of our affiliates, MLPF&S or BofAS is obligated to make a market for, or to repurchase, the notes. There is no assurance that any party will be willing to
purchase your notes at any price in any secondary market.
|
|
◾ |
Our business, hedging and trading activities, and those of MLPF&S, BofAS and our and their respective affiliates (including trades in the Underlying Fund or the commodity held by the Underlying Fund), and any hedging and trading
activities we, MLPF&S, BofAS or our or their respective affiliates engage in for our clients’ accounts, may affect the market value of, and return on, the notes and may create conflicts of interest with you.
|
|
◾ |
There may be potential conflicts of interest involving the calculation agents, one of which is us and one of which is BofAS, as the determinations made by the calculation agents may be discretionary and could adversely affect any payment
on the notes.
|
|
◾ |
Payments on the notes are subject to our credit risk, and actual or perceived changes in our creditworthiness are expected to affect the value of the notes. If we become unable to meet our financial obligations as they become due, you may
lose some or all of your investment.
|
|
◾ |
The U.S. federal income tax consequences of the notes are uncertain and, because of this uncertainty, there is a risk that the U.S. federal income tax consequences of the notes could differ materially and adversely from the treatment
described below in “Supplemental Discussion of U.S. Federal Income Tax Consequences”, as described further in product supplement EQUITY SUN-1 under “Material U.S. Federal Income Tax Consequences — Alternative Treatments”. You should consult
your tax advisor as the tax consequences of an investment in the notes and the potential alternative treatments.
|
|
◾ |
For a discussion of the Canadian federal income tax consequences of investing in the notes, please see the discussion in product supplement EQUITY SUN-1 under “Supplemental Discussion of Canadian Tax Consequences”. 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 notes in the secondary market, you should consult your tax advisor as to the consequences of acquiring, holding and
disposing of the notes and receiving the payments that might be due under the notes.
|
Market-Linked One Look Notes
|
TS-7
|
Market-Linked One Look Notes
Linked to the iShares® Silver Trust due August , 2022 |
|
• |
a change in economic conditions, such as a recession, can adversely affect the price of silver. Silver is used in a wide range of industrial applications, and an economic downturn could have a negative impact
on its demand and, consequently, its price and the price of the Underlying Fund;
|
|
• |
a significant increase in silver hedging activity by silver producers;
|
|
• |
changes in the attitude of speculators and investors towards silver;
|
|
• |
global silver supply and demand, which is influenced by such factors as silver’s uses in jewelry, technology and industrial applications, purchases made by investors in the form of bars, coins and other silver
products, forward selling by silver producers, purchases made by silver producers to unwind silver hedge positions, central bank purchases and sales, and production and cost levels in major silver-producing countries such as China, Mexico and
Peru;
|
|
• |
global or regional political, economic or financial events and situations;
|
|
• |
investors’ expectations with respect to the rate of inflation;
|
|
• |
interest rates;
|
|
• |
investment and trading activities of hedge funds and commodity funds;
|
|
• |
other economic variables such as income growth, economic output, and monetary policies; and
|
|
• |
investor confidence.
|
Market-Linked One Look Notes
|
TS-8
|
Market-Linked One Look Notes
Linked to the iShares® Silver Trust due August , 2022 |
Market-Linked One Look Notes
|
TS-9
|
Market-Linked One Look Notes
Linked to the iShares® Silver Trust due August , 2022 |
Market-Linked One Look Notes
|
TS-10
|
Market-Linked One Look Notes
Linked to the iShares® Silver Trust due August , 2022 |
|
• |
the investor’s spouse (including a domestic partner), siblings, parents, grandparents, spouse’s parents, children and grandchildren, but excluding accounts held by aunts, uncles, cousins, nieces, nephews or any
other family relationship not directly above or below the individual investor;
|
|
• |
a family investment vehicle, including foundations, limited partnerships and personal holding companies, but only if the beneficial owners of the vehicle consist solely of the investor or members of the
investor’s household as described above; and
|
|
• |
a trust where the grantors and/or beneficiaries of the trust consist solely of the investor or members of the investor’s household as described above; provided that, purchases of the notes by a trust generally
cannot be aggregated together with any purchases made by a trustee’s personal account.
|
Market-Linked One Look Notes
|
TS-11
|
Market-Linked One Look Notes
Linked to the iShares® Silver Trust due August , 2022 |
Market-Linked One Look Notes
|
TS-12
|
Market-Linked One Look Notes
Linked to the iShares® Silver Trust due August , 2022 |
Market-Linked One Look Notes
|
TS-13
|
Market-Linked One Look Notes
Linked to the iShares® Silver Trust due August , 2022 |
Market-Linked One Look Notes
|
TS-14
|
Market-Linked One Look Notes
Linked to the iShares® Silver Trust due August , 2022 |
Market-Linked One Look Notes
|
TS-15
|
Market-Linked One Look Notes
Linked to the iShares® Silver Trust due August , 2022 |
Market-Linked One Look Notes
|
TS-16
|