Obbligazione TD Bank 2.35% ( US89114RHB50 ) in USD

Emittente TD Bank
Prezzo di mercato 100 USD  ⇌ 
Paese  Canada
Codice isin  US89114RHB50 ( in USD )
Tasso d'interesse 2.35% per anno ( pagato 2 volte l'anno)
Scadenza 13/04/2023 - Obbligazione è scaduto



Prospetto opuscolo dell'obbligazione Toronto-Dominion Bank US89114RHB50 in USD 2.35%, scaduta


Importo minimo 1 000 USD
Importo totale 25 000 000 USD
Cusip 89114RHB5
Standard & Poor's ( S&P ) rating N/A
Moody's rating NR
Descrizione dettagliata La Toronto-Dominion Bank (TD Bank) è una delle più grandi banche del Canada, con una significativa presenza internazionale, offrendo una vasta gamma di servizi finanziari al dettaglio e commerciali.

The Obbligazione issued by TD Bank ( Canada ) , in USD, with the ISIN code US89114RHB50, pays a coupon of 2.35% per year.
The coupons are paid 2 times per year and the Obbligazione maturity is 13/04/2023

The Obbligazione issued by TD Bank ( Canada ) , in USD, with the ISIN code US89114RHB50, was rated NR by Moody's credit rating agency.







424B2 1 form424b2.htm PRICING SUPPLEMENT
Pricing Supplement
Filed Pursuant to Rule 424(b)(2)
(To the Prospectus Supplement dated June 18, 2019
Registration Statement No. 333-231751
and the Prospectus dated June 18, 2019)
April 9, 2020

The Toronto-Dominion Bank
$ 2 5 ,0 0 0 ,0 0 0
Ca lla ble Fix e d Ra t e N ot e s, due April 1 3 , 2 0 2 3
·
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.
·
The notes will mature on April 13, 2023. 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.
·
Interest will be paid quarterly on the 13th day of January, April, July and October of each year, commencing on July 13, 2020, with the final
interest payment date occurring on the maturity date.
·
The notes will accrue interest quarterly at the fixed rate of 2.35% per annum, calculated using the day count fraction specified below.
·
We have the right to redeem all, but not less than all, of the notes on July 13, 2020, 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.
·
The notes are issued in minimum denominations of $1,000 and whole multiples of $1,000.
·
The notes will not be listed or displayed on any securities exchange or any electronic communications network.
·
The CUSIP number for the notes is 89114RHB5.
·
The Pricing Date is April 9, 2020.
The notes:
Are N ot FDI C I nsure d
Are N ot Ba nk Gua ra nt e e d
M a y Lose V a lue
Pe r N ot e
T ot a l
Public Offering Price(1)
100.00%
$25,000,000.00
Underwriting Discount(1)(2)
0.714%
$178,500.00
Proceeds (before expenses) to TD
99.286%
$24,821,500.00
(1) The Agents may purchase the notes for sale to certain fee-based advisory accounts and may 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 $995.00 (99.50%) 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.

(2) TD Securities (USA) LLC ("TDS") will receive a commission of up to $7.50 (0.75%) 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 reflects the aggregate of the underwriting discounts per note. See "Supplemental
Plan of Distribution--Conflicts of Interest" in this pricing supplement.
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
Bank's 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 attached prospectus supplement, and page 1 of the attached 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.
We will deliver the notes in book-entry form only through The Depository Trust Company ("DTC") on April 13, 2020 against payment in
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immediately available funds.
Prospectus supplement dated June 18, 2019 and Prospectus dated June 18, 2019
BofA Se c urit ie s
T D Se c urit ie s (U SA) LLC
SU M M ARY OF T ERM S
This pricing supplement supplements the terms and conditions in the prospectus, dated June 18, 2019, as supplemented
by the prospectus supplement, dated June 18, 2019 (as so supplemented, together with all documents incorporated by reference,
the "prospectus"), and should be read with the prospectus.
· I ssue r:
The Toronto-Dominion Bank
· I ssue :
Senior Debt Securities, Series D
· T it le of t he Se rie s:
Fixed Rate Callable Notes, due April 13, 2023
· Aggre ga t e Princ ipa l Am ount
$25,000,000
I nit ia lly Be ing I ssue d:
· CU SI P N o.:
89114RHB5
· Age nt s:
BofA Securities, Inc. ("BofAS") and TD Securities (USA) LLC ("TDS")
· Curre nc y:
U.S. Dollars
· Pric ing Da t e :
April 9, 2020
· I ssue Da t e :
April 13, 2020
· M a t urit y Da t e :
April 13, 2023, subject to redemption by TD prior to the maturity date as set forth below
under "Redemption."
· M inim um De nom ina t ions:
$1,000 and multiples of $1,000 in excess of $1,000
· I nt e re st Ra t e :
The notes will accrue interest quarterly at the fixed rate of 2.35% per annum.
· Da y Count Fra c t ion:
30/360
For the avoidance of doubt, each month is deemed to have 30 days and the year is
deemed to have 360 days. Therefore, each quarterly interest period is deemed to have 90
days and the year is deemed to have 360 days, resulting in equal interest payments.
· I nt e re st Pa ym e nt Da t e s:
Quarterly, on the 13th day of January, April, July and October of each year, commencing
on July 13, 2020, with the final interest payment date occurring on the maturity date.
PS-2
· Re de m pt ion:
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, 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 of 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.
· Opt iona l Ca ll Da t e s:
The 13th day of January, April, July and October of each year, beginning on July 13, 2020,
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and ending on the interest payment date immediately preceding the maturity date.
· Busine ss Da y:
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 or Toronto. If any interest payment date, any optional call date, or the
maturity date occurs on a day that is not a business day, then the payment will be
postponed until the next business day. No additional interest will accrue on the notes as a
result of such postponement.
· U .S. T a x T re a t m e nt :
The notes should be treated as indebtedness for U.S. federal income tax purposes, as
discussed further herein under "U.S. Federal Income Tax Summary".
· Ca na dia n T a x T re a t m e nt :
Please see the discussion under the caption "Tax Consequences--Canadian Taxation" in
the prospectus, which applies to your notes.
· List ing:
None
· Cle a ra nc e a nd Se t t le m e nt :
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.
· T e rm s I nc orpora t e d in t he
All of the terms appearing above the item captioned "Listing" above and the terms
M a st e r N ot e :
appearing under the caption "Description of the Notes We May Offer" in the prospectus
supplement, as modified by this pricing supplement.
· ERI SA Conside ra t ions:
See "ERISA Considerations" beginning on PS-12 of this pricing supplement.
· Ca na dia n Ba il-in Pow e rs:
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 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
PS-3
Securities", "Canadian Bank Resolution Powers" and "Risk Factors--Risks Related to the
Bank's 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.
· Agre e m e nt w it h Re spe c t t o
By its acquisition of an interest in any note, each holder or beneficial owner of that note is
t he Ex e rc ise of Ca na dia n
deemed to (i) agree to be bound, in respect of the notes, by the CDIC Act, including the
Ba il-in Pow e rs:
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
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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
Bank's 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.
Certain terms used and not defined in this document have the meanings ascribed to them in the prospectus supplement and
prospectus. Unless otherwise indicated or unless the context requires otherwise, all references in this pricing supplement to "we,"
"us," "our," or similar references are to The Toronto-Dominion Bank.
PS-4
RI SK FACT ORS
Your investment in the notes entails significant risks, many of which differ from those of a conventional security. Your
decision to purchase the notes should be made only after carefully considering the risks of an investment in the notes, including
those discussed below, with your advisors in light of your particular circumstances. The notes are not an appropriate investment
for you if you are not knowledgeable about significant elements of the notes or financial matters in general.
Pa ym e nt s on t he not e s a re subje c t t o our c re dit risk , a nd a c t ua l or pe rc e ive d c ha nge s in our
c re dit w ort hine ss a re e x pe c t e d t o a ffe c t t he va lue of t he not e s. The notes are our senior unsecured debt securities.
As a result, your receipt of all payments of interest and principal on the notes is dependent upon our ability to repay our
obligations on the applicable payment date. No assurance can be given as to what our financial condition will be at any time
during the term of the notes or on the maturity date. If we become unable to meet our financial obligations as they become due,
you may not receive the amounts payable under the terms of the notes.
Our credit ratings are an assessment by ratings agencies of our ability to pay our obligations. Consequently, our
perceived creditworthiness and actual or anticipated decreases in our credit ratings or increases in our credit spreads prior to the
maturity date of the notes may adversely affect the market value of the notes. However, because your return on the notes
depends upon factors in addition to our ability to pay our obligations, such as the difference between the interest rates accruing
on the notes and current market interest rates, an improvement in our credit ratings will not reduce the other investment risks
related to the notes.
T he not e s w ill be subje c t t o risk s, inc luding c onve rsion in w hole or in pa rt -- by m e a ns of a
t ra nsa c t ion or se rie s of t ra nsa c t ions a nd in one or m ore st e ps -- int o c om m on sha re s of T D or a ny of it s
a ffilia t e s, unde r Ca na dia n ba nk re solut ion pow e rs. Under Canadian bank resolution powers, the CDIC may, in
circumstances where TD has ceased, or is about to cease, to be viable, assume temporary control or ownership of TD and may
be granted broad powers by one or more orders of the Governor in Council (Canada), including the power to sell or dispose of all
or a part of the assets of TD, and the power to carry out or cause TD to carry out a transaction or a series of transactions the
purpose of which is to restructure the business of TD. If the CDIC were to take action under the Canadian bank resolution powers
with respect to TD, this could result in holders or beneficial owners of the notes being exposed to losses and 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.
As a result, you should consider the risk that you may lose all or part of your investment, including the principal amount
plus any accrued interest, if the CDIC were to take action under the Canadian bank resolution powers, including the bail-
in regime, and that any remaining outstanding notes, or common shares of TD or any of its affiliates into which the notes are
converted, may be of little value at the time of a bail-in conversion and thereafter. 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 Bank's 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.
T he not e s a re subje c t t o our e a rly re de m pt ion. We may redeem all, but not less than all, of the notes on any
optional call date beginning on or after July 13, 2020 (other than the maturity date). By purchasing the notes, you must be willing
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to have your notes redeemed as early as that date. We are generally more likely to elect to redeem the notes during periods
when the remaining interest to be accrued on the notes is to accrue at a rate that is greater than that which we would pay on our
other interest bearing debt securities having a maturity comparable to the remaining term of the notes. No further payments will
be made on the notes after they have been redeemed. If we redeem the notes prior to the maturity date, you may not be able to
reinvest your proceeds from the redemption in an investment with a return that is as
PS-5
high as the return on the notes would have been if they had not been redeemed, or that has a similar level of risk.
We ha ve inc lude d in t he t e rm s of t he not e s t he c ost s of de ve loping, he dging, a nd dist ribut ing t he m ,
a nd t he pric e , if a ny, a t w hic h you m a y se ll t he not e s in a ny se c onda ry m a rk e t t ra nsa c t ions w ill lik e ly be
low e r t ha n t he public offe ring pric e due t o, a m ong ot he r t hings, t he inc lusion of t he se c ost s. In determining
the economic terms of the notes, and consequently the potential return on the notes to you, a number of factors are taken into
account. Among these factors are certain costs associated with developing, hedging, and offering the notes.
Assuming there is no change in market conditions or any other relevant factors, the price, if any, at which the agent(s) or
another purchaser might be willing to purchase the notes in a secondary market transaction is expected to be lower than the price
that you paid for them. This is due to, among other things, the inclusion of these costs, and the costs of unwinding any related
hedging.
The quoted price of any of our affiliates for the notes could be higher or lower than the price that you paid for them.
T ra ding, he dging a nd busine ss a c t ivit ie s by us, BofAS a nd our or t he ir re spe c t ive a ffilia t e s m a y
c re a t e c onflic t s of int e re st w it h you. We, BofAS or our or their respective affiliates may engage in trading activities
related to the notes that are not for your account or on your behalf. We expect to enter into arrangements to hedge the market
risks associated with our obligation to pay the amounts due under the notes. We may seek competitive terms in entering into the
hedging arrangements for the notes, but are not required to do so, and we may enter into such hedging arrangements with BofAS
or its affiliates. This hedging activity is expected to result in a profit to those engaging in the hedging activity, which could be more
or less than initially expected, but which could also result in a loss for the hedging counterparty.
In addition, in the ordinary course of their business activities, BofAS and its affiliates may hold and trade our or our
affiliates' debt and equity securities (or related derivative securities) and financial instruments (including bank loans) for their own
account and for the accounts of their customers. BofAS and its affiliates may also have lending or other capital markets
relationships with us. In order to hedge such exposure, they may enter into transactions such as the purchase of credit default
swaps or the creation of short positions in our or our affiliates' securities, including potentially the notes. Any such positions could
adversely affect future trading prices of the notes.
We, BofAS or one or more of our or their affiliates may also, at present or in the future, publish research reports with
respect to movements in interest rates generally. This research is modified from time to time without notice and may express
opinions or provide recommendations that are inconsistent with purchasing or holding the notes. Any of these activities may affect
the market value of the notes.
These trading, hedging and business activities may present a conflict of interest between your interest in the notes and
the interests we, BofAS and our or their respective affiliates may have in our proprietary accounts, in facilitating transactions for
our other customers, and in accounts under our or their management.
We c a nnot a ssure you t ha t a t ra ding m a rk e t for t he not e s w ill e ve r de ve lop or be m a int a ine d. We will
not list the notes on any securities exchange. We cannot predict how the notes will trade in any secondary market, or whether
that market will be liquid or illiquid.
The development of a trading market for the notes will depend on our financial performance and other factors. The
number of potential buyers of the notes in any secondary market may be limited. We anticipate that TDS, BofAS and our or their
respective affiliates will act as a market-makers for the notes, but they are not required to do so. TDS, BofAS and our or their
respective affiliates may discontinue their market-making activities as to the notes at any time. To the extent that TDS and BofAS
engage in any market-making activities, they may
PS-6
bid for or offer the notes. Any price at which TDS, BofAS and our or their respective affiliates may bid for, offer, purchase, or sell
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any notes may differ from the values determined by pricing models that each may respectively use, whether as a result of dealer
discounts, mark-ups, or other transaction costs. These bids, offers, or completed transactions may affect the prices, if any, at
which the notes might otherwise trade in the market.
In addition, if at any time TDS, BofAS and our or their respective affiliates were to cease acting as a market-maker for the
notes, it is likely that there would be significantly less liquidity in the secondary market and there may be no secondary market at
all for the notes. In such a case, the price at which the notes could be sold likely would be lower than if an active market existed
and you should be prepared to hold the notes until maturity.
M a ny e c onom ic a nd ot he r fa c t ors w ill im pa c t t he m a rk e t va lue of t he not e s. The market for, and the
market value of, the notes may be affected by a number of factors that may either offset or magnify each other, including:
·
the time remaining to maturity of the notes;
·
the aggregate amount outstanding of the notes;
·
our right to redeem the notes on the dates set forth above;
·
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);
·
general economic conditions of the capital markets in the United States;
·
geopolitical conditions and financial, political, regulatory, judicial and other events (including domestic or global
health concerns) that affect the capital markets generally;
·
our financial condition and creditworthiness; and
·
any market-making activities with respect to the notes.
PS-7
U .S. FEDERAL I N COM E T AX SU M M ARY
Ge ne ra l
The following discussion summarizes certain U.S. federal income tax consequences to U.S. Holders of the purchase,
beneficial ownership and disposition of the notes. This discussion replaces the federal income tax discussions in the prospectus
supplement and prospectus.
For purposes of this summary, a "U.S. Holder" is a beneficial owner of a note that is:
·
an individual who is a citizen or a resident of the U.S., for U.S. federal income tax purposes;
·
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);
·
an estate whose income is subject to U.S. federal income taxation regardless of its source; or
·
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.
For purposes of this summary, a "Non-U.S. Holder" is a beneficial owner of a note that is:
·
a nonresident alien individual for federal income tax purposes;
·
a foreign corporation for federal income tax purposes; or
·
an estate or trust whose income is not subject to federal income tax on a net income basis.
An individual may, subject to certain exceptions, be deemed to be a resident of the U.S. for U.S. federal income tax
purposes by reason of being present in the U.S. for 31 days or more in the calendar year and for an aggregate of 183 days or
more during a three year period ending in the current calendar year (counting for such purposes all of the days present in the
current year, one third of the days present in the immediately preceding year, and one sixth of the days present in the second
preceding year).
This summary is based on interpretations of the Internal Revenue Code of 1986, as amended (the "Code"), regulations
issued thereunder, and rulings and decisions currently in effect (or in some cases proposed), all of which are subject to change.
Any such change may be applied retroactively and may materially and adversely affect the U.S. federal income tax consequences
described herein. In addition, this summary addresses only holders that purchase notes at initial issuance, and own notes as
capital assets and not as part of a "straddle," "hedge," "synthetic security," or a "conversion transaction" for U.S. federal income
tax purposes or as part of some other integrated investment. This summary does not discuss all of the tax consequences (such
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as any alternative minimum tax consequences) that may be relevant to particular investors or to investors subject to special
treatment under the U.S. federal income tax laws (such as banks, thrifts or other financial institutions; insurance companies;
securities dealers or brokers, or traders in securities electing mark-to-market treatment; regulated investment companies or real
estate investment trusts; small business investment companies; S corporations; partnerships; or investors that hold their notes
through a partnership or other entity treated as a partnership for U.S. federal income tax purposes; holders whose functional
currency is not the U.S. dollar; certain former citizens or residents of the U.S.; retirement plans or other tax-exempt entities, or
persons holding the notes in tax-deferred or tax-advantaged accounts; persons that purchase or sell the notes as part of a wash
sale for tax purposes; or "controlled foreign corporations" or "passive foreign investment companies" for U.S. federal income tax
purposes). This summary also does not address the tax consequences to shareholders, or other equity holders in, or beneficiaries
of, a holder, or any
PS-8
state, local or non-U.S. tax consequences of the purchase, ownership or disposition of the notes. Persons considering the
purchase of notes should consult their tax advisors concerning the application of U.S. federal income tax laws to their particular
situations as well as any consequences of the purchase, beneficial ownership and disposition of notes arising under the laws of
any other taxing jurisdiction.
U .S. Fe de ra l I nc om e T a x T re a t m e nt of t he N ot e s a s I nde bt e dne ss for U .S. Fe de ra l I nc om e T a x Purpose s
a nd Pa ym e nt s of I nt e re st
While there is no authority that specifically addresses the U.S. federal income tax treatment of bail-inable debt securities
such as the notes, the notes should be treated as indebtedness for U.S. federal income tax purposes, and the balance of this
summary assumes that such notes are treated as indebtedness for U.S. federal income tax purposes. However, the U.S. Internal
Revenue Service (the "IRS") could assert that the notes should be treated as equity for U.S. federal income tax purposes.
Nevertheless, treatment of the notes as equity for U.S. federal income tax purposes should not result in inclusions of income with
respect to the notes that are materially different from those if the notes are treated as indebtedness. If the notes were treated as
equity, it is unlikely that interest payments on the notes that are treated as dividends for U.S. federal income tax purposes would
be treated as "qualified dividend income" for U.S. federal income tax purposes and, if such dividends were not treated as qualified
dividend income, amounts treated as dividends would be taxed at ordinary income tax rates. You should consult with your tax
advisor regarding the appropriate characterization of bail-inable debt securities for U.S. federal income tax purposes, and the U.S.
federal income and other tax consequences of any bail-in conversion.
If the notes are treated as indebtedness, interest payments on the notes will be taxable to a U.S. Holder as ordinary
interest income at the time it accrues or is received in accordance with the U.S. Holder's normal method of accounting for tax
purposes. Pursuant to the terms of the notes, you agree to treat the notes consistent with our treatment for all U.S. federal
income tax purposes.
Ba se d on c e rt a in fa c t ua l re pre se nt a t ions re c e ive d from us, our spe c ia l U .S. t a x
c ounse l,
Ca dw a la de r, Wic k e rsha m & T a ft LLP, is of t he opinion t ha t t he not e s should be t re a t e d in t he m a nne r
de sc ribe d a bove . H ow e ve r, t he U .S. fe de ra l inc om e t a x t re a t m e nt of t he not e s is unc e rt a in. We do not pla n
t o re que st a ruling from t he I RS re ga rding t he t a x t re a t m e nt of t he not e s, a nd t he I RS or a c ourt m a y not
a gre e w it h t he t a x t re a t m e nt de sc ribe d he re in. We urge you t o c onsult your t a x a dvisor a s t o t he t a x
c onse que nc e s of your inve st m e nt in t he not e s.
Sa le , Ex c ha nge , Ea rly Re de m pt ion or M a t urit y of t he N ot e s
Upon the disposition of a note by sale, exchange, early redemption, maturity or other taxable disposition, a U.S. Holder
should generally recognize taxable gain or loss equal to the difference between (1) the amount realized on such taxable
disposition (other than amounts attributable to accrued but untaxed interest) and (2) the U.S. Holder's adjusted tax basis in the
note. A U.S. Holder's adjusted tax basis in a note generally will equal the U.S. Holder's cost of the note. Because the note is held
as a "capital asset", as defined in Section 1221 of the Code, such gain or loss will generally constitute capital gain or loss. Capital
gain of a non-corporate U.S. Holder is generally taxed at preferential rates where the holder has a holding period of greater than
one year. The deductibility of a capital loss realized on the taxable disposition of a note is subject to limitations.
M e dic a re T a x on N e t I nve st m e nt I nc om e
U.S. Holders that are individuals, estates or certain trusts are subject to an additional 3.8% tax on all or a portion of their
"net investment income," or "undistributed net investment income" in the case of an estate or trust, which may include any income
or gain with respect to the notes, to the extent of their net investment income or undistributed net investment income (as the case
may be) that, when added to their other modified adjusted gross income, exceeds $200,000 for an unmarried individual, $250,000
for a married taxpayer filing a joint return (or a surviving spouse), $125,000 for a married individual filing a separate return, or the
dollar amount at which the highest tax bracket begins for an estate or trust. The 3.8% Medicare tax
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PS-9
is determined in a different manner than the regular income tax. U.S. Holders should consult their tax advisors as to the
consequences of the 3.8% Medicare tax.
Spe c ifie d Fore ign Fina nc ia l Asse t s
U.S. Holders may be subject to reporting obligations with respect to their notes if they do not hold their notes in an
account maintained by a financial institution and the aggregate value of their notes and certain other "specified foreign financial
assets" (applying certain attribution rules) exceeds an applicable threshold. Significant penalties can apply if a U.S. Holder is
required to disclose its notes and fails to do so.
T a x T re a t m e nt of N on -U .S. H olde rs
In general and subject to the discussion below, payments on the notes to a Non-U.S. Holder and gain realized on the sale,
exchange, early redemption, maturity or other taxable disposition of the notes by a Non-U.S. Holder will not be subject to U.S.
federal income or withholding tax, unless (1) such income is effectively connected with a trade or business conducted by such
Non-U.S. Holder in the U.S., (2) in the case of gain, such Non-U.S. Holder is a nonresident alien individual who holds the notes
as a capital asset and is present in the U.S. for 183 days or more in the taxable year of the sale and certain other conditions are
satisfied, (3) such Non-U.S. Holder fails to provide the relevant correct, complete and executed IRS Form W-8 or (4) such Non-
U.S. Holder has certain other present or former connections with the U.S.
Ba c k up Wit hholding a nd I nform a t ion Re port ing
Interest paid on, and the proceeds received from a sale, exchange, early redemption, maturity or other taxable disposition of
notes held by a U.S. Holder will be subject to information reporting unless the U.S. Holder is an "exempt recipient" and may also
be subject to backup withholding if the holder fails to provide certain identifying information (such as an accurate taxpayer
number) or meet certain other conditions. Amounts withheld under the backup withholding rules are not additional taxes and may
be refunded or credited against your U.S. federal income tax liability, provided the required information is furnished to the IRS.
Payments of principal and interest on, and proceeds from the taxable disposition of, notes held by a Non-U.S. Holder to or
through certain brokers may be subject to a backup withholding tax on "reportable payments" unless, in general, such Non-U.S.
Holder complies with certain procedures or is an exempt recipient. Any such amounts so withheld from distributions on the notes
generally will be refunded by the IRS or allowed as a credit against such Non-U.S. Holder's federal income tax, provided such
Non-U.S. Holder makes a timely filing of an appropriate tax return or refund claim. Reports will be made to the IRS and to holders
that are not excepted from the reporting requirements.
Bot h U .S. a nd N on - U .S. H olde rs should c onsult t he ir t a x a dvisors re ga rding t he U .S. fe de ra l inc om e t a x
c onse que nc e s of a n inve st m e nt in t he not e s, a s w e ll a s a ny t a x c onse que nc e s a rising unde r t he la w s of
a ny st a t e , loc a l or non - U .S. t a x ing jurisdic t ion (inc luding t ha t of T D).
PS-10
SU PPLEM EN T AL PLAN OF DI ST RI BU T I ON --CON FLI CT S OF I N T EREST
We have appointed TDS, an affiliate of TD, as an agent for the sale of the notes. Pursuant to the terms of a distribution
agreement, TDS will purchase the notes from TD at the public offering price less the underwriting discount set forth on the cover
page of this pricing supplement for distribution to BofAS. TDS will receive a commission of up to $7.50 (0.75%) per $1,000
principal amount of the notes and will allow a portion of that selling concession to BofAS in connection with the distribution of the
notes. The Agents may purchase the notes for sale to certain fee-based advisory accounts and may 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 $995.00 (99.50%) per $1,000 principal amount of the notes. The total "Underwriting
Discount" and "Proceeds to TD" specified on the cover hereof reflects the aggregate of the underwriting discounts per note.
TDS is an affiliate of TD and, as such, has a ``conflict of interest'' in this offering within the meaning of Financial Industry
Regulatory Authority, Inc. ("FINRA") Rule 5121. In addition, TD will receive the net proceeds from the initial public offering of the
notes, thus creating an additional conflict of interest within the meaning of FINRA Rule 5121. Consequently, the offering is being
conducted in compliance with the provisions of FINRA Rule 5121. TDS is not permitted to sell notes in this offering to an account
over which it exercises discretionary authority without the prior specific written approval of the account holder.
BofAS and its affiliates have engaged in, and may in the future engage in, investment banking and other commercial
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dealings in the ordinary course of business with us or our affiliates. BofAS has received, or may in the future receive, customary
fees and commissions for these transactions.
In addition, in the ordinary course of their business activities, the selling agents and their affiliates may make or hold a
broad array of investments and actively traded debt and equity securities (or related derivative securities) and financial instruments
(including bank loans) for their own account and for the accounts of their customers. Such investments and securities activities
may involve securities and/or instruments of ours or our affiliates. The selling agents or their affiliates that have a lending
relationship with us routinely hedge their credit exposure to us consistent with their customary risk management policies. Typically,
such selling agents and their affiliates would hedge such exposure by entering into transactions which consist of either the
purchase of credit default swaps or the creation of short positions in our securities, including potentially the notes offered hereby.
Any such short positions could adversely affect future trading prices of the notes offered hereby. The selling agents and their
affiliates may also make investment recommendations and/or publish or express independent research views in respect of such
securities or financial instruments and may hold, or recommend to clients that they acquire, long and/or short positions in such
securities and instruments.
TDS or any of its affiliates may use this pricing supplement, and the accompanying prospectus supplement and
prospectus for offers and sales in secondary market transactions and market-making transactions in the notes. In addition, BofAS
or any of its affiliates may also engage in secondary market transactions and market-making transactions in the notes. However,
none of TDS, BofAS or any of our or their respective affiliates are obligated to engage in such secondary market transactions
and/or market-making transactions. TDS, BofAS or any of our or their respective affiliates may act as principal or agent in these
transactions, and any such sales will be made at prices related to prevailing market prices at the time of the sale.
Europe a n Ec onom ic Are a a nd U nit e d K ingdom
None of this pricing supplement, the accompanying prospectus or the accompanying prospectus supplement is a
prospectus for the purposes of the Prospectus Regulation (as defined below). This pricing supplement, the accompanying
prospectus and the accompanying prospectus supplement have been prepared on the basis that any offer of notes in the
PS-11
European Economic Area (the "EEA") or in the United Kingdom will only be made to a legal entity which is a qualified investor
under the Prospectus Regulation ("Qualified Investors"). Accordingly any person making or intending to make an offer in the EEA
or in the United Kingdom of notes which are the subject of the offering contemplated in this pricing supplement, the
accompanying prospectus and the accompanying prospectus supplement may only do so with respect to Qualified Investors. TD
has not authorized, nor does it authorize, the making of any offer of notes other than to Qualified Investors. The expression
"Prospectus Regulation" means Regulation (EU) 2017/1129.
Prohibit ion Of Sa le s T o EEA a nd U nit e d K ingdom Re t a il I nve st ors ­ The notes are not intended to be
offered, sold or otherwise made available to and should not be offered, sold or otherwise made available to any retail investor in
the EEA or in the United Kingdom. For these purposes: (a) a retail investor means a person who is one (or more) of: (i) a retail
client as defined in point (11) of Article 4(1) of Directive 2014/65/EU, as amended ("MiFID II"); or (ii) a customer within the
meaning of Directive (EU) 2016/97 (the Insurance Distribution Directive), as amended or superseded, where that customer would
not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II; or (iii) not a qualified investor as defined in
the Prospectus Regulation; and (b) the expression "offer" includes the communication in any form and by any means of sufficient
information on the terms of the offer and the notes to be offered so as to enable an investor to decide to purchase or subscribe
for the notes. Consequently no key information document required by Regulation (EU) No 1286/2014, as amended (the "PRIIPs
Regulation") for offering or selling the notes or otherwise making them available to retail investors in the EEA or in the United
Kingdom has been prepared and therefore offering or selling the notes or otherwise making them available to any retail investor in
the EEA or in the United Kingdom may be unlawful under the PRIIPs Regulation.
The communication of this pricing supplement, the accompanying prospectus supplement, the accompanying prospectus
and any other document or materials relating to the issue of the notes offered hereby is not being made, and such documents
and/or materials have not been approved, by an authorized person for the purposes of section 21 of the United Kingdom's
Financial Services and Markets Act 2000, as amended (the "FSMA"). Accordingly, such documents and/or materials are not being
distributed to, and must not be passed on to, the general public in the United Kingdom. The communication of such documents
and/or materials as a financial promotion is only being made to those persons in the United Kingdom who have professional
experience in matters relating to investments and who fall within the definition of investment professionals (as defined in Article
19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the "Financial Promotion
Order")), or who fall within Article 49(2)(a) to (d) of the Financial Promotion Order, or who are any other persons to whom it may
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otherwise lawfully be made under the Financial Promotion Order (all such persons together being referred to as "relevant
persons"). In the United Kingdom, the notes offered hereby are only available to, and any investment or investment activity to
which this pricing supplement, the accompanying prospectus supplement and the accompanying prospectus relates will be
engaged in only with, relevant persons. Any person in the United Kingdom that is not a relevant person should not act or rely on
this pricing supplement, the accompanying prospectus supplement or the accompanying prospectus or any of their contents.
Any invitation or inducement to engage in investment activity (within the meaning of Section 21 of the FSMA) in
connection with the issue or sale of the notes may only be communicated or caused to be communicated in circumstances in
which Section 21(1) of the FSMA does not apply to the Issuer.
PS-12
ERI SA CON SI DERAT I ON S
A fiduciary of a pension, profit-sharing or other employee benefit plan (each, an "employee benefit plan") subject to Title I
of the U.S. Employee Retirement Income Security Act of 1974, as amended ("ERISA"), should consider the fiduciary standards of
ERISA in the context of the employee benefit plan's particular circumstances before authorizing an investment in the notes.
Among other factors, the fiduciary should consider whether the investment would satisfy the prudence and diversification
requirements of ERISA and would be consistent with the documents and instruments governing the employee benefit plan, and
whether the investment would involve a prohibited transaction under Section 406 of ERISA or Section 4975 of the Code.
Section 406 of ERISA and Section 4975 of the Code prohibit (i) employee benefit plans which are subject to Title I of
ERISA, (ii) "plans" defined in Section 4975 of the Code (including individual retirement accounts and "Keogh")) which are subject
to Section 4975 of the Code and (iii) entities whose underlying assets are considered to include "plan assets" of any employee
benefit plan subject to Title I of ERISA or plan subject to Section 4975 of the Code (each of the foregoing described in clauses
(i), (ii) and (iii) referred to herein as an "ERISA plan"), from engaging in certain transactions involving "plan assets" with persons
who are "parties in interest" under ERISA or "disqualified persons" under the Code ("parties in interest") with respect to the ERISA
plan. A violation of these prohibited transaction rules may result in civil penalties or other liabilities under ERISA and/or an excise
tax under Section 4975 of the Code for those persons, unless exemptive relief is available under an applicable statutory,
regulatory or administrative exemption. In addition, the fiduciary of the ERISA plan that engaged in such a non-exempt prohibited
transaction may be subject to penalties and liabilities under ERISA and Section 4975 of the Code.
The acquisition, holding or, if applicable, exchange, of the notes by an ERISA plan with respect to which we or certain of
our affiliates is or becomes a party in interest may constitute or result in a prohibited transaction under ERISA or Section 4975 of
the Code, unless the note is acquired and held pursuant to and in accordance with an applicable exemption. In this regard, the
U.S. Department of Labor has issued prohibited transaction class exemptions, or "PTCEs," that may provide exemptive relief if
required for direct or indirect prohibited transactions that may arise from the purchase or holding of a note. These exemptions
include, without limitation:
·
PTCE 84-14, an exemption for certain transactions determined or effected by independent qualified professional asset
managers;
·
PTCE 90-1, an exemption for certain transactions involving insurance company pooled separate accounts;
·
PTCE 91-38, an exemption for certain transactions involving bank collective investment funds;
·
PTCE 95-60, an exemption for transactions involving certain insurance company general accounts; and
·
PTCE 96-23, an exemption for plan asset transactions managed by in-house asset managers.
In addition, Section 408(b)(17) of ERISA and Section 4975(d)(20) of the Code provide statutory exemptive relief for
certain arm's length transactions with a person that is a party in interest solely by reason of providing services to ERISA plans or
being related to such a service provider. Under these provisions, the purchase and sale of a note should not constitute a
prohibited transaction under Section 406 of ERISA or Section 4975 of the Code, provided that
PS-13
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Document Outline