Pricing Supplement
(To the Prospectus Supplement dated March 4, 2022
and the Prospectus dated March 4, 2022)
October 13, 2023
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Filed Pursuant to Rule 424(b)(2)
Registration Statement No. 333-262557
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The Toronto-Dominion Bank
$15,000,000
Callable Fixed Rate Notes, due October 18, 2027
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The notes are senior unsecured debt securities issued by The Toronto-Dominion Bank (“TD”). All payments and the
return of the principal amount on the notes are subject to our credit risk.
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The notes will mature on October 18, 2027. At maturity, if the notes have not
been previously redeemed, you will receive a cash payment equal to 100% of the principal amount of the notes, plus any accrued and unpaid interest.
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Interest will be paid quarterly on the 18th calendar day
of January, April, July, and October of each year, commencing on January 18, 2024, with the final interest payment date occurring on the maturity date.
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The notes will accrue interest quarterly at the fixed rate of 6.20% per annum, calculated using the day count fraction specified
below.
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We have the right to redeem all, but not less than all, of the notes on October 18, 2024, and on each subsequent interest payment
date (other than the maturity date). The redemption price will be 100% of the principal amount of the notes, plus any accrued and unpaid interest.
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The notes are issued in minimum denominations of $1,000 and whole multiples of $1,000.
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The notes will not be listed or displayed on any securities exchange or any electronic communications network.
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The CUSIP number for the notes is 89114XBY8.
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The Pricing Date is October 13, 2023.
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Are Not FDIC Insured
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Are Not Bank Guaranteed
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May Lose Value
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Per Note
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Total
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Public Offering Price(1)
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100.00%
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$15,000,000.00
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Underwriting Discount(1)(2)
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1.23467%
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$185,200.500
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Proceeds (before expenses) to TD
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98.76533%
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$14,814,799.50
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(1)
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The Agents may have agreed to purchase the notes for sale to certain fee-based advisory accounts and may have agreed to forgo some or
all of their selling concessions, fees or commissions with respect to such sales. The public offering price for investors purchasing the notes in these accounts may have been as low as $989.50 (98.95%) per $1,000 in principal amount
of the notes with respect to such sales. See “Supplemental Plan of Distribution—Conflicts of Interest” in this pricing supplement.
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(2)
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TD Securities (USA) LLC (“TDS”) will receive a commission of up to $14.00 (1.40%) per $1,000 in principal amount of
the notes and will allow a portion of that amount to BofA Securities, Inc. (“BofAS”) in connection with the distribution of the notes. The total “Underwriting Discount” and “Proceeds (before expenses) to TD” specified above reflect
the aggregate of the underwriting discounts for the notes. See “Supplemental Plan of Distribution—Conflicts of Interest” in this pricing supplement.
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The notes are bail-inable debt securities (as defined in the prospectus) and subject to conversion in whole or in part – by means of a transaction or
series of transactions and in one or more steps – into common shares of TD or any of its affiliates under subsection 39.2(2.3) of the Canada Deposit Insurance Corporation Act (the “CDIC Act”) and to variation or extinguishment in
consequence, and subject to the application of the laws of the Province of Ontario and the federal laws of Canada applicable therein in respect of the operation of the CDIC Act with respect to the notes. See “Description of the Debt
Securities―Special Provisions Related to Bail-inable Debt Securities”, “Canadian Bank Resolution Powers” and “Risk Factors—Risks Related to the Bail-inable Debt Securities” in the accompanying prospectus.
The notes are unsecured and are not savings accounts, deposits, or other obligations of a bank. The notes are not insured by the Canada Deposit
Insurance Corporation (the “CDIC”), the Federal Deposit Insurance Corporation or any other governmental agency or instrumentality of Canada or the United States, and involve investment risks. You should consider the information in “Risk
Factors” beginning on page PS-5 of this pricing supplement, page S-4 of the accompanying prospectus supplement, and page 1 of the accompanying prospectus.
None of the Securities and Exchange Commission, any state securities commission, or any other regulatory body has approved or disapproved of these notes
or passed upon the adequacy or accuracy of this pricing supplement, the accompanying prospectus supplement, or the accompanying prospectus. Any representation to the contrary is a criminal offense.
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We will deliver the notes in book-entry form only through The Depository Trust Company (“DTC”) on the Issue Date against payment in immediately available funds.
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BofA Securities
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TD Securities (USA) LLC
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Issuer:
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The Toronto-Dominion Bank (“TD”)
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Issue:
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Senior Debt Securities, Series D
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Title of the Series:
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Callable Fixed Rate Notes, due October 18, 2027
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Aggregate Principal Amount
Initially Being Issued:
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$15,000,000
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CUSIP No.:
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89114XBY8
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Agents:
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BofA Securities, Inc. (“BofAS”) and TD Securities (USA) LLC (“TDS”)
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Currency:
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U.S. Dollars
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Pricing Date:
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October 13, 2023
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Issue Date:
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October 18, 2023, which is the third DTC settlement day following the Pricing Date. Under Rule 15c6-1 of the Securities Exchange Act of 1934, as amended (the
“Exchange Act”), trades in the secondary market generally are required to settle in two DTC settlement days (“T+2”), unless the parties to a trade expressly agree otherwise. Accordingly, purchasers who wish to trade the notes in the
secondary market on any date prior to two DTC settlement days before delivery of the notes will be required, by virtue of the fact that each note initially will settle in three DTC settlement days (“T+3”), to specify alternative
settlement arrangements to prevent a failed settlement of the secondary market trade.
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Maturity Date:
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October 18, 2027, subject to redemption by TD prior to the maturity date as set forth below under “Redemption.” If the maturity date is not a business day, the
principal amount will be paid on the on the next business day.
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Minimum Denominations:
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$1,000 and multiples of $1,000 in excess of $1,000
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Interest Rate:
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The notes will accrue interest quarterly at the fixed rate of 6.20% per annum.
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Day Count Fraction:
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30/360
For the avoidance of doubt, each month is deemed to have 30 days and each year is deemed to have 360 days. Therefore, each quarterly interest period will be deemed to
have 90 days and each year will be deemed to have 360 days, resulting in equal interest payments.
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Interest Payment Dates:
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Quarterly, on the 18th calendar day of January, April, July, and October of each year, commencing on January 18, 2024, with the final interest payment date occurring on the
maturity date or optional call date (if applicable). If a scheduled interest payment date is not a business day, interest payments will be made on the next following business day without any adjustment to the interest payment or any
quarterly interest period.
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Redemption:
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The notes are redeemable by TD, in whole, but not in part, on any optional call date at 100% of their principal amount together with accrued and unpaid interest (if
any) from and including the previous interest payment date, to, but excluding the applicable optional call date. TD will provide written notice to DTC at least five (5) business days prior to the applicable optional call date. In the
event TD gives notice to DTC of its intention to redeem the notes, the decision to give such notice will be subject to the prior approval of the Superintendent of Financial Institutions if such redemption would lead to a breach of
TD’s Total Loss Absorbing Capacity requirements.
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Optional Call Dates:
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Quarterly, on the 18th calendar day of January, April, July, and October of each year, beginning on October 18, 2024, and ending on the interest payment
date immediately preceding the maturity date. If an optional call date is not a business day, the notes will be redeemed on the next business day and no interest shall be paid in respect of the delay.
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Business Day:
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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.
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U.S. Tax Treatment:
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The notes should be treated as fixed rate debt instruments for U.S. federal income tax purposes, as discussed further herein under “Material U.S. Federal Tax
Consequences”.
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Canadian Tax Treatment:
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Please see the discussion in the prospectus under “Tax Consequences—Canadian Taxation”, which applies to the notes. In addition to the assumptions, limitations and
conditions described therein, such discussion assumes that no amount paid or payable to a Non-resident Holder in respect of the notes will be the deduction component of a “hybrid mismatch arrangement” under which the payment arises
within the meaning of proposed paragraph 18.4(3)(b) of the Canadian Tax Act (as defined in the prospectus) contained in proposals to amend the Canadian Tax Act released by the Minister of Finance (Canada) on April 29, 2022 (the
“Hybrid Mismatch Proposals”). Investors should note that the Hybrid Mismatch Proposals are in consultation form, are highly complex, and there remains significant uncertainty as to their interpretation and application. There can be no
assurance that the Hybrid Mismatch Proposals will be enacted in their current form, or at all. We will not pay any additional amounts as a result of any withholding required by reason of the Hybrid Mismatch Proposals.
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Listing:
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The notes will not be listed or displayed on any securities exchange or any electronic communications network.
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Clearance and Settlement:
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DTC global (including through its indirect participants Euroclear and Clearstream, Luxembourg) as described under “Description of the Debt Securities—Forms of the
Debt Securities” and “Ownership, Book-Entry Procedures and Settlement” in the prospectus.
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Terms Incorporated in the
Master Note:
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All of the terms appearing above the item captioned “Listing” above and the terms appearing under the caption “Description of the Notes We May Offer” in the
prospectus supplement, as modified by this pricing supplement.
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ERISA Considerations:
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See “ERISA Considerations” beginning on PS-13 of this pricing supplement.
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Canadian Bail-in Powers:
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The notes are bail-inable debt securities (as defined in the prospectus) and subject to conversion in whole or in part – by means of a transaction or series of transactions and in one or more steps – into common shares of |
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TD or any of its affiliates under subsection 39.2(2.3) of the CDIC Act and to variation or extinguishment in consequence, and subject to the application of the laws
of the Province of Ontario and the federal laws of Canada applicable therein in respect of the operation of the CDIC Act with respect to the notes. See “Description of the Debt Securities—Special Provisions Related to Bail-inable Debt
Securities”, “Canadian Bank Resolution Powers” and “Risk Factors—Risks Related to the Bail-inable Debt Securities” in the accompanying prospectus for a description of provisions and risks applicable to the notes as a result of Canadian
bail-in powers.
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Agreement with Respect to
the Exercise of Canadian Bail-
in Powers:
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By its acquisition of an interest in any note, each holder or beneficial owner of that note is deemed to (i) agree to be bound, in respect of the notes, by the CDIC
Act, including the conversion of the notes, in whole or in part – by means of a transaction or series of transactions and in one or more steps – into common shares of TD or any of its affiliates under subsection 39.2(2.3) of the CDIC
Act and the variation or extinguishment of the notes in consequence, and by the application of the laws of the Province of Ontario and the federal laws of Canada applicable therein in respect of the operation of the CDIC Act with
respect to the notes; (ii) attorn and submit to the jurisdiction of the courts in the Province of Ontario with respect to the CDIC Act and those laws; and (iii) acknowledge and agree that the terms referred to in paragraphs (i) and
(ii), above, are binding on that holder or beneficial owner despite any provisions in the indenture or the notes, any other law that governs the notes and any other agreement, arrangement or understanding between that holder or
beneficial owner and TD with respect to the notes.
Holders and beneficial owners of notes will have no further rights in respect of their bail-inable debt securities to the extent those bail-inable debt securities are
converted in a bail-in conversion, other than those provided under the bail-in regime, and by its acquisition of an interest in any note, each holder or beneficial owner of that note is deemed to irrevocably consent to the converted
portion of the principal amount of that note and any accrued and unpaid interest thereon being deemed paid in full by TD by the issuance of common shares of TD (or, if applicable, any of its affiliates) upon the occurrence of a bail-in
conversion, which bail-in conversion will occur without any further action on the part of that holder or beneficial owner or the trustee; provided that, for the avoidance of doubt, this consent will not limit or otherwise affect any
rights that holders or beneficial owners may have under the bail-in regime.
See “Description of the Debt Securities—Special Provisions Related to Bail-inable Debt Securities”, “Canadian Bank Resolution Powers” and “Risk Factors—Risks Related
to the Bail-inable Debt Securities” in the accompanying prospectus for a description of provisions and risks applicable to the notes as a result of Canadian bail-in powers.
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the time remaining to maturity of the notes;
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the aggregate amount outstanding of the notes;
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our right to redeem the notes on the dates set forth above;
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the level, direction, and volatility of market interest rates generally (in particular, increases in U.S. interest rates, which may cause the market value of the notes to decrease);
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general economic conditions of the capital markets in the United States;
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geopolitical conditions and financial, political, regulatory, judicial and other events (including domestic or global health concerns) that affect the capital markets generally;
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our financial condition and creditworthiness; and
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any market-making activities with respect to the notes.
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an individual who is a citizen or a resident of the U.S., for U.S. federal income tax purposes;
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a corporation (or other entity that is treated as a corporation for U.S. federal income tax purposes) that is created or organized in or under the laws of the U.S. or any State thereof
(including the District of Columbia);
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an estate whose income is subject to U.S. federal income taxation regardless of its source; or
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a trust if a court within the U.S. is able to exercise primary supervision over its administration, and one or more U.S. persons, for U.S. federal income tax purposes, have the authority
to control all of its substantial decisions.
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a nonresident alien individual for federal income tax purposes;
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a foreign corporation for federal income tax purposes; or
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an estate or trust whose income is not subject to federal income tax on a net income basis.
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PTCE 84-14, an exemption for certain transactions determined or effected by independent qualified professional asset managers;
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PTCE 90-1, an exemption for certain transactions involving insurance company pooled separate accounts;
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PTCE 91-38, an exemption for certain transactions involving bank collective investment funds;
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PTCE 95-60, an exemption for transactions involving certain insurance company general accounts; and
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PTCE 96-23, an exemption for plan asset transactions managed by in-house asset managers.
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