Filed Pursuant to Rule 433
Registration Statement No. 333-211718
Market
Linked Securities – Leveraged Upside Participation to a Cap and Contingent Downside
Principal at Risk Securities Linked to the EURO STOXX 50® Index due January 6, 2021
Term Sheet to Pricing Supplement dated November 27, 2018
Summary of Terms
| Issuer |
The Toronto-Dominion Bank (“TD”) |
| Term |
Approximately 2 years |
| Reference Asset: |
EURO STOXX 50® Index |
| Pricing Date |
December 27, 2018* |
| Issue Date |
January 2, 2019* |
| 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 $972.00 |
| Payment at Maturity |
See “How the Payment at Maturity is Calculated” on page 3 |
| Maturity Date |
January 6, 2021* |
| Initial Level |
The closing level of the Reference Asset on the Pricing Date |
| Final Level |
The closing level of the Reference Asset on the Valuation Date |
| Percentage Change |
(Final Level – Initial Level) / Initial Level, expressed as a percentage |
| Maximum Redemption Amount |
150% to 155% of the Principal Amount of the Securities ($1,500 to $1,550 per $1,000 Principal Amount of the Securities), to be determined on the pricing date |
| Threshold Level |
A level that will be equal to 75% of the Initial Level, to be determined on the Pricing Date |
| Leverage Factor |
200% |
| Valuation Date |
December 29, 2020* |
| 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 2.80% to Agents, of which dealers, including Wells Fargo Advisors, LLC (“WFA”), may receive a selling concession of up to 17.50% and WFA will receive a distribution expense fee of 0.075% |
| CUSIP / ISIN |
89114QFF0 / US89114QFF00 |
*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.
Investment Description
| · | Linked
to the EURO STOXX 50® Index due January 6, 2021 |
| · | 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 Reference Asset from the Initial Level to the
Final Level. |
The Payment at Maturity will reflect the following terms:
o If the level of the Reference Asset increases:
You will receive the Principal Amount plus 200% participation in the upside
performance of the Reference Asset, subject to the Maximum Redemption Amount of 150% to 155% (to be determined on the Pricing Date)
of the Principal Amount of the Securities
o If the level of the Reference Asset is flat or decreases but the
decrease is not more than 25%:
You will be repaid the Principal Amount
o If the level of the Reference Asset decreases by more than 25%:
You will have full downside exposure to the decrease in the level of the
Reference Asset from the Starting Level, and you will lose more than 25%, and possibly all, of the Principal Amount.
| · | Investors may lose a substantial portion, or all, of the Principal Amount |
| · | Any payments on the Securities are subject to TD’s credit risk |
| · | You will have no right to the stocks comprising the Reference Asset (the “Reference
Asset Constituents”) |
| · | 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
$955.00 and $965.00 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” on page P-27 of the accompanying preliminary
pricing supplement.
The Securities have complex features and investing in the Securities
involves a number of risks. See “Additional Risk Factors” beginning on page P-8 of the accompanying preliminary pricing
supplement, “Additional Risk Factors Specific to the Notes” beginning on page PS-5 of the product prospectus supplement
MLN-EI-1 dated June 30, 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 152.50% or $1,525.00 per $1,000 Principal Amount (the midpoint of the specified
range for the Maximum Redemption Amount), the Leverage Factor of 200% and a Threshold Level equal to 75% of the Initial Level.
This graph has been prepared
for illustrative purposes only. Your actual return will depend on the actual Percentage Change, the actual Maximum Redemption Amount,
and whether you hold your Securities to maturity.
*The graph to the right
represents a hypothetical payout profile for the Securities. The 45 degree dotted line represents the hypothetical percentage change
of the Reference Asset and the solid line represents the hypothetical return on the Securities for a given percentage change in
the Reference Asset.
Hypothetical Returns
| Hypothetical Final Level |
Hypothetical Percentage Change |
Hypothetical Payment at Maturity ($) |
Hypothetical Return on Securities2 (%) |
| 4,900.00 |
40.00% |
$1,525.00 |
52.50% |
| 4,550.00 |
30.00% |
$1,525.00 |
52.50% |
| 4,418.75 |
26.25% |
$1,525.00 |
52.50% |
| 4,200.00 |
20.00% |
$1,400.00 |
40.00% |
| 3,850.00 |
10.00% |
$1,200.00 |
20.00% |
| 3,675.00 |
5.00% |
$1,100.00 |
10.00% |
| 3,587.50 |
2.50% |
$1,050.00 |
5.00% |
| 3,500.001 |
0.00% |
$1,000.00 |
0.00% |
| 3,150.00 |
-10.00% |
$1,000.00 |
0.00% |
| 2,800.00 |
-20.00% |
$1,000.00 |
0.00% |
| 2,625.00 |
-25.00% |
$1,000.00 |
0.00% |
| 2,450.00 |
-30.00% |
$700.00 |
-30.00% |
| 2,100.00 |
-40.00% |
$600.00 |
-40.00% |
| 1,750.00 |
-50.00% |
$500.00 |
-50.00% |
| 1,400.00 |
-60.00% |
$400.00 |
-60.00% |
| 1,050.00 |
-70.00% |
$300.00 |
-70.00% |
| 700.00 |
-80.00% |
$200.00 |
-80.00% |
| 0.00 |
-100.00% |
$0.00 |
-100.00% |
1 This is the hypothetical Initial Level; the actual
Initial Level will be set on the Pricing Date.
2 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.
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 Reference Asset as measured from the actual Pricing Date. We cannot
give you assurance that the performance of the Reference Asset 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 an 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 Final Level is equal to or less than the Initial Level, but greater than or
equal to the Threshold Level (the Percentage Change is 0% or negative but not below -25%), then an investor will receive an
amount per Security equal to: |
Principal Amount.
| · | If the Final Level is less than the Threshold Level (the Percentage Change is negative
and below -25%), then the investor will receive less than the Principal Amount, if anything, per Security, calculated using
the following formula: |
Principal Amount + (Principal Amount x Percentage
Change).
If the Final Level is less than the Threshold Level, the investor
will have full exposure to the decrease in the level of the Reference Asset and will lose more than 25%, and possibly all, of the
Principal Amount. Specifically, investors will lose 1% of the Principal Amount for each 1% decrease from the Initial Level to the
Final Level and may lose all of the Principal Amount.
Historical Performance of the Reference Asset
*
The graph above sets forth the historical daily performance
of the Reference Asset from December 4, 2008 through December 4, 2018. The graph is based upon actual daily historical closing
levels of the Reference Asset.
We obtained the information regarding the historical
performance of the Reference Asset 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 historical performance of the Reference Asset should not
be taken as an indication of its future performance, and no assurance can be given as to the Final Level of the Reference Asset.
Additionally, the hypothetical examples above reflect the performance of the Reference Asset, and do not reflect or incorporate
any terms of the Security. We cannot give you assurance that the performance of the Reference Asset 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. If the Final Level is
less than the Threshold Level, investors in the Securities will lose more than 25%, and possibly all, of their Principal Amount.
Specifically, if the Final Level is less than the Threshold Level, you will lose 1% of the Principal Amount of your Securities
for each 1% that the Final Level is less than the Initial Level and may lose all of the Principal Amount. For example, if the Reference
Asset has declined by 25.1% from the Initial Level to the Final Level, you will not receive any benefit of the contingent downside
feature and you will lose 25.1% of the Principal Amount per Security. |
| · | 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 Reference Asset. |
| · | 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 Reference Asset Changes, the Market Value of Your Securities May
Not Change in the Same Manner. |
| · | The Payment at Maturity Is Not Linked to the Level of the Reference Asset at Any Time
Other than the Valuation Date. |
| · | You Will Not Have Any Rights to the Reference Asset Constituents and the Reference Asset
only Reflects Price Return |
| · | The Market Value of Your Securities May Be Influenced by Many Unpredictable Factors.
|
| · | Past Reference Asset Performance is No Guide to Future Performance. |
| · | There Are Potential Conflicts of Interest Between You and the Calculation Agent. |
| · | We Have No Affiliation with the Index Sponsor and Will Not Be Responsible for Any Actions
Taken by the Index Sponsor. |
| · | Trading and Business Activities by the Bank or its Affiliates May Adversely Affect the
Market Value of the Securities. |
| · | 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. |
| · | The Estimated Value of the Securities 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. |
| · | 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. |
| · | No direct exposure to fluctuations in exchange rates between the U.S. dollar and the
euro. |
| · | The Securities are Subject to Risks Associated with Non-U.S. Securities Markets. |
| · | The Valuation Date, and Therefore the Maturity Date, May be Postponed In the Case of
a Market Disruption Event. |
| · | Significant Aspects of the Tax Treatment of the Securities Are Uncertain. |
Wells Fargo Advisors is a trade name used by Wells Fargo Clearing Services, LLC and
Wells Fargo Advisors Financial Network, LLC, members SIPC, separate registered broker-dealers and non-bank affiliates of Wells
Fargo & Company.
| 4 |
| TD SECURITIES (USA) LLC | WELLS FARGO SECURITIES, LLC |
This regulatory filing also includes additional resources:
e3186fwp.pdf
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