Filed Pursuant to Rule 433
Registration Statement No. 333-211718
Market
Linked Securities – Leveraged Upside Participation to a Cap and Fixed Percentage Buffered Downside
Principal at Risk Securities Linked to a Basket of Six Exchange-Traded Funds due November 3, 2021
Term Sheet to Pricing Supplement dated October 6, 2016
Summary of Terms
| Issuer |
The
Toronto-Dominion Bank (“TD”) |
| Term |
Approximately
5 years |
| Basket |
An
unequally-weighted basket (the “Basket”) of six exchange-traded funds (the “Basket Components”) described
to the right. |
| Pricing
Date |
October
31, 2016* |
| Issue
Date |
November
3, 2016* |
| Principal
Amount |
$1,000
per Security |
| Issue
Price |
$1,000
except that certain investors that purchase for certain fee based advisory accounts may purchase for not less than $955.00 |
| Payment
at Maturity |
See
“How the Payment at Maturity is Calculated” on page 3 |
| Maturity
Date |
November
3, 2021* |
| Initial
Component Price |
The
closing price of a Basket Component on the Pricing Date |
| Final
Component Price |
The
closing price of a Basket Component on the Valuation Date (see also the accompanying preliminary pricing supplement) |
| Basket
Component Return |
With
respect to each Basket Component, (Final Component Price – Initial Component Price) / Initial Component Price, expressed
as a percentage |
| Initial
Level |
The
Initial Level will be set to 100 on the Pricing Date |
| Final
Level |
100
× [1 + (the sum of the products of the Basket Component Return for each Basket Component multiplied by its Component
Weight)] |
| Percentage
Change |
(Final
Level – Initial Level) / Initial Level, expressed as a percentage |
| Maximum
Redemption Amount |
146%
to 151% of the Principal Amount of the Securities ($1,460 to $1,510 per $1,000 Principal Amount of the Securities),
to be determined on the pricing date |
| Buffer
Level |
85%
of the Initial Level |
| Buffer
Percentage |
15% |
| Leverage
Factor |
150% |
| Valuation
Date |
October
27, 2021* |
| Calculation
Agent |
TD |
| Minimum
Investment |
$1,000
and minimum denominations of $1,000 in excess thereof |
| Agents |
TD
Securities (USA) LLC and Wells Fargo Securities, LLC |
Underwriting
Discount
and Commission |
Up
to 4.50% to Agents, of which dealers, including Wells Fargo Advisors, LLC (“WFA”), may receive a selling concession
of up to 2.50% and WFA will receive a distribution expense fee of 0.12% |
| CUSIP
/ ISIN |
89114QXT0/
US89114QXT02 |
Investment Description
| • | Linked
to a Basket of Six Exchange-Traded Funds due November 3, 2021 |
| • | The
Basket will consist of six exchange-traded funds (each, a “Basket Component”):
the SPDR® S&P 500® ETF Trust (the “SPY”)
(50%), the iShares® Russell 2000 ETF (the “IWM”) (15%), the
iShares® MSCI EAFE ETF (the “EFA”) (15%), the iShares®
MSCI Emerging Markets ETF (the “EEM”) (10%), the PowerShares DB Commodity
Index Tracking Fund (the “DBC”) (5%) and the Vanguard® REIT
ETF (the “VNQ”) (5%). |
| • | Unlike
ordinary debt securities, the Securities do not pay interest or repay a fixed amount
of principal at maturity. Instead, the Securities provide for a Payment at Maturity that
may be greater than, equal to or less than the Principal Amount of the Securities, depending
on the performance of the Basket from the Initial Level to the Final Level. |
The Payment at Maturity will reflect the following terms:
o If the level of the Basket increases:
You will receive the Principal Amount plus 150% participation in the
upside performance of the Basket, subject to the Maximum Redemption Amount of 146% to 151% (to be determined on the Pricing Date)
of the Principal Amount of the Securities
o If the level of the Basket is flat or decreases but the decrease
is not more than 15%:
You will be repaid the Principal Amount
o If the level of the Basket decreases by more than 15%:
You will receive less than the Principal Amount and will have 1-to-1
downside exposure to the decrease in the level of the Basket in excess of 15%
| • | Investors
may lose up to 85% of the Principal Amount |
| • | Any
payments on the Securities are subject to TD’s credit risk |
| • | You
will have no right to the Basket Component or any securities tracked by the Basket Components |
| • | No
periodic interest payments or dividends |
| • | No
exchange listing; designed to be held to maturity |
Our estimated value of the Securities on the Pricing Date is expected to be
between $938.00 and $962.30 per Security. The estimated value is expected to be less than the public offering price of the Securities.
See “Additional Information Regarding Our Estimated Value of the Securities” beginning on page P-46 of the accompanying
preliminary pricing supplement.
*To the extent that the issuer makes any change to the expected Pricing
Date or expected Issue Date, the Valuation Date and Maturity Date may also be changed in the issuer’s discretion to ensure
that the term of the Securities remains the same.
The Securities have complex features and investing in the Securities
involves a number of risks. See “Additional Risk Factors” on page P-7 of the accompanying preliminary pricing supplement,
“Additional Risk Factors Specific to the Notes” beginning on page PS-5 of the product prospectus supplement MLN-ES-ETF-1
dated July 8, 2016 (the “product prospectus supplement”) and “Risk Factors” on page 1 of the prospectus
dated June 30, 2016 (the “prospectus”).
This introductory term sheet does not provide all of
the information that an investor should consider prior to making an investment decision.
Investors should carefully review the accompanying pricing
supplement, product prospectus supplement and prospectus before making a decision to invest in the Securities.
We urge you to consult your investment, legal, tax, accounting
and other advisors before you invest in the Securities.
As
used in this introductory term sheet, “we,” “us,” or “our” refers to The Toronto-Dominion
Bank.
THE SECURITIES ARE NOT A BANK DEPOSIT AND 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.
| TD SECURITIES (USA)
LLC |
WELLS
FARGO SECURITIES, LLC |
Hypothetical Payout Profile
The profile to the right
is based on a hypothetical Maximum Redemption Amount of 148.50% or $1,485.00 per $1,000 Principal Amount (the midpoint of the
specified range for the Maximum Redemption Amount), the Leverage Factor of 150% and a Buffer Level equal to 85% of the Initial
Level.
This graph has been prepared
for illustrative purposes only. Your actual return will depend on the actual Percentage Change, the actual Maximum Redemption
Amount, and whether you hold your Securities to maturity.
*The graph to the right
represents a hypothetical payout profile for the Securities. The 45 degree dotted line represents the hypothetical percentage
change of the Basket and the solid line represents the hypothetical return on the Securities for a given percentage change in
the Basket.
Hypothetical returns
| Hypothetical
Final Level |
Hypothetical
Percentage Change |
Hypothetical
Payment at Maturity ($) |
Hypothetical
Return on Securities1 (%) |
| 200.00 |
100.00% |
$1,485.00 |
48.50% |
| 175.00 |
75.00% |
$1,485.00 |
48.50% |
| 150.00 |
50.00% |
$1,485.00 |
48.50% |
| 140.00 |
40.00% |
$1,485.00 |
48.50% |
| 132.33 |
32.33% |
$1,485.00 |
48.50% |
| 130.00 |
30.00% |
$1,450.00 |
45.00% |
| 120.00 |
20.00% |
$1,300.00 |
30.00% |
| 110.00 |
10.00% |
$1,150.00 |
15.00% |
| 105.00 |
5.00% |
$1,075.00 |
7.50% |
| 102.50 |
2.50% |
$1,037.50 |
3.75% |
| 100.002 |
0.00% |
$1,000.00 |
0.00% |
| 95.00 |
-5.00% |
$1,000.00 |
0.00% |
| 90.00 |
-10.00% |
$1,000.00 |
0.00% |
| 85.00 |
-15.00% |
$1,000.00 |
0.00% |
| 80.00 |
-20.00% |
$950.00 |
-5.00% |
| 70.00 |
-30.00% |
$850.00 |
-15.00% |
| 60.00 |
-40.00% |
$750.00 |
-25.00% |
| 50.00 |
-50.00% |
$650.00 |
-35.00% |
| 25.00 |
-75.00% |
$400.00 |
-60.00% |
| 0.00 |
-100.00% |
$150.00 |
-85.00% |
1 The “return” as used in
this introductory term sheet is the number, expressed as a percentage, that results from comparing the difference between the
Payment at Maturity per $1,000 Principal Amount and $1,000.
2 The Initial Level will be set to 100
on the Pricing Date.
The above figures are for purposes of illustration
only and may have been rounded for ease of analysis. The actual Payment at Maturity will depend on the actual Final Level and
Maximum Redemption Amount.
* These calculations are hypothetical and should
not be taken as an indication of the future performance of the Basket Components or the Basket as measured from the actual Pricing
Date. We cannot give you assurance that the performance of the Basket Components will result in a positive Percentage Change,
or any positive return on your initial investment.
| 2 |
| TD SECURITIES (USA) LLC | WELLS FARGO SECURITIES, LLC |
How the Payment at Maturity is Calculated
The Payment at Maturity will be determined as follows:
| • | If
the Percentage Change is positive, then the investor will receive an amount per
Security equal to the lesser of: |
| (i) | Principal
Amount + (Principal Amount x Percentage Change x Leverage Factor); and |
| (ii) | the
Maximum Redemption Amount. |
| • | If
the Percentage Change is less than or equal to 0% but greater than or equal to -15%,
then the investor will receive an amount per Security equal to the Principal Amount. |
| • | If
the Percentage Change is less than -15%, then the investor will receive less than
the Principal Amount per Security, calculated using the following formula: |
Principal Amount + [Principal Amount x (Percentage
Change + Buffer Percentage)]
If the Final Level is less than Buffer Level, the investor will
receive less, and possibly 85% less, than the Principal Amount of the Securities at maturity.
Hypothetical Values of the Basket*
* While
actual historical information on the Basket will not exist before the Pricing Date, the graph above sets forth the hypothetical
daily performance of the Basket from January 2, 2008 through September 30, 2016. The graph is based upon actual daily historical
closing prices of the Basket Components and a hypothetical Basket level of 100.00 as of January 2, 2008. The dotted line presents
the Buffer Level of 85.00, which is equal to 85% of the Initial Level of 100, which will be set on the Pricing Date.
We obtained the information regarding the historical
performance of the Basket Components used in calculating the graph above from Bloomberg® Professional Service (“Bloomberg”).
We have not conducted any independent review or due
diligence of publicly available information obtained from Bloomberg. The hypothetical performance of the Basket should not be
taken as an indication of its future performance, and no assurance can be given as to the Final Level of the Basket. Additionally,
the hypothetical examples above reflect the performance of the hypothetical Basket, and do not reflect or incorporate any terms
of the Security. We cannot give you assurance that the performance of the Basket will result in any positive return on your initial
investment.
We have filed a registration
statement (including a prospectus), a product prospectus supplement and a pricing supplement with the SEC for the offering to
which this free writing prospectus relates. Before you invest, you should read the prospectus in that registration statement and
other documents that we have filed with the SEC for more complete information about us and this offering. You may get those documents
for free by visiting EDGAR on the SEC website www.sec.gov. Alternatively, we, TD Securities (USA) LLC or Wells Fargo Securities
will arrange to send you the prospectus if you request it by calling toll-free at 1-855-303-3234.
| 3 |
| TD SECURITIES (USA) LLC | WELLS FARGO SECURITIES, LLC |
Selected Risk Considerations
The risks set forth below are discussed in detail in
the “Additional Risk Factors” section in the accompanying preliminary pricing supplement, the “Additional Risk
Factors Specific to the Notes” section in the product prospectus supplement and the “Risk Factors” section in
the prospectus. Please review those risk disclosures carefully.
| • | Principal
at Risk. Investors in the Securities could lose
a substantial portion of their Principal Amount if there is a decline in the level of
the Basket by more than the Buffer Percentage. You will lose 1% of the Principal Amount
of your Securities for each 1% that the Final Level is less than the Initial Level by
more than the Buffer Percentage and you may lose up to 85% of your Principal Amount. |
| • | The
Securities Do Not Pay Interest and Your Return on the Securities May Be Lower Than the
Return on a Conventional Debt Security of Comparable Maturity. |
| • | Your
Potential Return on the Securities Will Be Limited by the Maximum Redemption Amount and
May Be Less Than the Return on a Direct Investment In the Basket Components. |
| • | Changes
in the Prices of the Basket Components May Offset Each Other. |
| • | 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. |
| • | The
Agent Discount, Offering Expenses and Certain Hedging Costs Are Likely to Adversely Affect
Secondary Market Prices. |
| • | There
May Not Be an Active Trading Market for the Securities — Sales in the Secondary
Market May Result in Significant Losses. |
| • | If
the Level of the Basket Changes, the Market Value of Your Securities May Not Change in
the Same Manner. |
| • | The
Payment at Maturity Is Not Linked to the Prices of the Basket Components at Any Time
Other than the Valuation Date. |
| • | You
Will Not Have Any Rights to the Basket Components or the Securities Held by the Basket
Components. |
| • | The
Performance and Market Value of a Basket Component During Periods of Market Volatility
May Not Correlate With the Performance of Its Applicable Underlying Index as Well as
the Net Asset Value per Share of Such Basket Component. |
| • | The
Market Value of Your Securities May Be Influenced by Many Unpredictable Factors. |
| • | As
of the Date of this Pricing Supplement, There is No History for the Closing Levels of
the Basket. |
| • | Hypothetical
Past Basket Performance is No Guide to Future Performance. |
| • | There
Are Potential Conflicts of Interest Between You and the Calculation Agent. |
| • | An
Investment in the Securities Is Subject to Risks Associated with Non-U.S. Securities
Markets. |
| • | An
Investment in the Securities Is Subject to Exchange Rate Risk. |
| • | An
Investment in the Securities Is Subject to Emerging Markets Risk. |
| • | An
Investment in the Securities Is Subject to Risks Associated with Small-Capitalization
Stocks. |
| • | An
Investment in the Securities Is Subject to Risks Associated with Fluctuations in the
Price of the Commodity Futures Contracts. |
| • | Fewer
Representative Commodities May Result in Greater Volatility, Which Could Adversely Affect
the DBC. |
| • | Futures
Contracts Are Not Assets with Intrinsic Value. |
| • | Trading
on Commodity Exchanges outside the U.S. Is Not Subject to U.S. Regulation. |
| • | “Backwardation”
or “Contango” in the Market Prices of the Commodities Contracts Will Affect
the Price of the DBC. |
| • | The
Valuation of the Futures Contracts May Not Be Consistent with Other Measures of Value
for the Index Commodities. |
| • | The
Level of the DBC and the Value of the Securities May Be Affected by Currency Exchange
Fluctuations. |
| • | Changes
in Exchange Methodology or Changes in Law or Regulations May Affect the Value of the
Securities Prior to Maturity and the Amount You Receive at Maturity. |
| • | Possible
Regulatory Changes Could Adversely Affect the Return on and Value of Your Securities. |
| • | Since
the DBC Is Comprised of Futures Contracts, Its Performance May Differ from the Performance
of the Spot Prices of the Index Commodities. |
| • | An
Investment in the Securities Will Be Subject to Risks Associated with the Real Estate
Industry. |
| • | Risks
Associated with Real Estate Investment Trusts Will Affect the Value of the Securities. |
| • | Changes
That Affect the Underlying Indices Will Affect the Market Value of the Securities and
the Amount You Will Receive at Maturity. |
| • | Adjustments
to the Basket Components Could Adversely Affect the Securities. |
| • | We
Have No Affiliation with the Index Sponsors or the Investment Advisors and Will Not Be
Responsible for Any Actions Taken by the Index Sponsors or the Investment Advisors. |
| • | We
and Our Affiliates Do Not Have Any Affiliation with the Index Sponsors or the Investment
Advisors and Are Not Responsible for Their Public Disclosure of Information. |
| • | Each
Basket Component and its Underlying Index Are Different and the Performance of a Basket
Component May Not Correlate With That of Its Applicable Underlying Index. |
| • | The
Price of each Basket Component May Not Completely Track its Net Asset Value. |
| • | The
Estimated Value of Your Securities Is Expected to Be Lower Than the Public Offering Price
of Your Securities. |
| • | The
Estimated Value of Your Securities Is Based on Our Internal Funding Rate. |
| 4 |
| TD SECURITIES (USA) LLC | WELLS FARGO SECURITIES, LLC |
| • | The
Estimated Value of the Securities Is Based on Our Internal Pricing Models and Pricing
Models of Third Parties, Which May Prove to Be Inaccurate and May Be Different from the
Pricing Models of Other Financial Institutions. |
| • | 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 Lower Than the Public Offering Price of Your Securities and May
Be Lower Than the Estimated Value of Your Securities. |
| • | The
Temporary Price at Which We May Initially Buy the Securities in the Secondary Market
May Not Be Indicative of Future Prices of Your Securities. |
| • | The
Valuation Date and Therefore the Maturity Date May be Postponed In the Case of a Market
Disruption Event. |
| • | The
Antidilution Adjustments That the Calculation Agent Is Required to Make Do Not Cover
Every Event That Could Affect the Basket Components. |
| • | Significant
Aspects of the Tax Treatment of the Securities Are Uncertain. |
| 5 |
| TD SECURITIES (USA) LLC | WELLS FARGO SECURITIES, LLC |
