Form FWP TORONTO DOMINION BANK Filed by: TORONTO DOMINION BANK
Filed Pursuant to Rule 433
Registration Statement No. 333-283969
Registration Statement No. 333-283969
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CAPPED NOTES WITH ABSOLUTE RETURN BUFFER
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Capped Notes with Absolute Return Buffer Linked to the Common Stock of NVIDIA Corporation
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Issuer
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The Toronto-Dominion Bank (“TD”)
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Principal Amount
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$10.00 per unit | |||
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Term
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Approximately two years | |||
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Market Measure
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Common Stock of NVIDIA Corporation (Nasdaq symbol: “NVDA”)
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Payout Profile at Maturity
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• 1-to-1 upside exposure
to increases in the Market Measure, subject to the Capped Value
• A positive return equal to the absolute
value of the percentage decline in the level of the Market Measure only if the Market Measure does not decline by more than 20.00% (e.g., if the negative return of the Market Measure is -5%, you will receive a positive return
of +5%)
• 1-to-1 downside exposure to decreases in
the Market Measure beyond a 20.00% decline, with up to 80.00% of your principal at risk
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| Capped Value |
[$13.40 to $13.80] per unit, a [34.00% to 38.00%] return over the principal amount, to be determined on the pricing date
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| Threshold Value | 80.00% of the Starting Value | |||
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Interest Payments
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None
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Preliminary Offering
Documents
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Exchange Listing
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No
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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:
| • | Depending on the performance of the Market Measure as measured shortly before the maturity date, your investment may result in a loss; there is no guaranteed return of principal. |
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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.
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Your potential for a positive return based on the depreciation of the Market Measure is limited and may be less than that of a comparable investment that takes a short position directly in the Market
Measure (or the stocks included in the Market Measure). The absolute value return feature applies only if the Ending Value is less than the Starting Value but greater than or equal to the Threshold Value. Because the Threshold Value
is 80.00% of the Starting Value, any positive return due to the depreciation of the Market Measure is limited to 20.00%. Any decline in the Ending Value from the Starting Value by more than 20.00% will result in a loss, rather than
a positive return, on the notes. In contrast, for example, a short position in the Market Measure (or the stocks included in the Market Measure) would allow you to receive the full benefit of any decrease in the level of the Market
Measure (or the stocks included in the Market Measure).
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| • | Your investment return based on any increase in the level of the Market Measure is limited to the return represented by the Capped Value and may be less than a comparable investment directly in the Market Measure. |
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The initial estimated value of the notes on the pricing date will be less than their public offering price.
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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.
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You will have no rights of a holder of the Market Measure, and you will not be entitled to receive any shares of the Market Measure or dividends or other distributions by the issuer of the Market
Measure.
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| • | We, MLPF&S, BofAS and our and their respective affiliates do not control the Underlying Company and are not responsible for any disclosure made by the Underlying Company. The Underlying Company will have no obligation relating to the notes. |
| • | The Redemption Amount will not be adjusted for all corporate events that could affect the Market Measure. |
Final terms 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 and do not take into account any tax consequences from investing in the notes.
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Hypothetical
Percentage Change
from the Starting
Value to the Ending
Value
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Hypothetical
Redemption
Amount per Unit
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Hypothetical Total
Rate of Return on
the Notes |
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-100.00%
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$2.00
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-80.00%
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-75.00%
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$4.50
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-55.00%
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-50.00%
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$7.00
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-30.00%
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-40.00%
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$8.00
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-20.00%
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-30.00%
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$9.00
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-10.00%
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-20.00%(1)
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$12.00
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20.00%
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-10.00%
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$11.00
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10.00%
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-5.00%
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$10.50
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5.00%
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0.00%
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$10.00
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0.00%
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10.00%
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$11.00
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10.00%
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20.00%
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$12.00
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20.00%
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30.00%
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$13.00
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30.00%
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36.00%
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$13.60(2)
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36.00%
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40.00%
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$13.60
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36.00%
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50.00%
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$13.60
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36.00%
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(1)
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This hypothetical percentage change corresponds to the Threshold Value.
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(2)
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Any positive return based on the appreciation of the Market Measure cannot exceed the hypothetical Capped Value.
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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.