Obligation TD Bank 3% ( US89114QR755 ) en USD

Société émettrice TD Bank
Prix sur le marché 100 %  ⇌ 
Pays  Canada
Code ISIN  US89114QR755 ( en USD )
Coupon 3% par an ( paiement semestriel )
Echéance 24/05/2025 - Obligation échue



Prospectus brochure de l'obligation Toronto-Dominion Bank US89114QR755 en USD 3%, échue


Montant Minimal 1 000 USD
Montant de l'émission 10 000 000 USD
Cusip 89114QR75
Notation Standard & Poor's ( S&P ) N/A
Notation Moody's N/A
Description détaillée La Toronto-Dominion Bank (TD Bank) est une banque multinationale canadienne offrant une vaste gamme de services financiers, notamment des services bancaires de détail, des services bancaires aux entreprises, des services de gestion de patrimoine et des services de marchés des capitaux, au Canada et aux États-Unis.

L'Obligation émise par TD Bank ( Canada ) , en USD, avec le code ISIN US89114QR755, paye un coupon de 3% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 24/05/2025







424B2 1 form424b2.htm PRICING SUPPLEMENT
Pricing Supplement
Filed Pursuant to Rule 424(b)(2)
(To Prospectus Supplement dated September 24, 2018
Registration Statement No. 333-211718
and Prospectus dated June 30, 2016)

May 20, 2019

The Toronto-Dominion Bank
$ 1 0 ,0 0 0 ,0 0 0
Ca lla ble Fix e d Ra t e N ot e s, due M a y 2 4 , 2 0 2 5
·
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 May 24, 2025. 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 February 24, May 24, August 24 and November 24 of each year, commencing on August 24, 2019, with the final
interest payment date occurring on the maturity date.
·
The notes will accrue interest quarterly at the fixed rate of 3.00% 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 May 24, 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 89114QR75.
·
The Pricing Date is May 20, 2019.
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%

$10,000,000.00
Underwriting Discount(1)(2)
1.45%

$145,000.00
Proceeds (before expenses) to TD
98.55%

$9,855,000.00
(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 $992.00 (99.20%) 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 $14.50 (1.45%) 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 per note. See "Supplemental Plan of Distribution--Conflicts of Interest" in this pricing supplement.
The notes are bail -inable notes (as defined in the prospectus supplement) 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 Notes We May Offer ? Special Provisions Related to Bail -inable Notes" and "Risk Factors--Risks Relating to the Notes in
General" in the prospectus supplement.
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 on May 24, 2019 against payment in immediately available funds.
Prospectus supplement dated September 24, 2018 and Prospectus dated June 30, 2016
BofA M e rrill Lync h
T D Se c urit ie s (U SA) LLC
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SU M M ARY OF T ERM S
This pricing supplement supplements the terms and conditions in the prospectus, dated June 30, 2016, as supplemented
by the prospectus supplement, dated September 24, 2018 (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
· T it le of t he Se rie s:
Fixed Rate Callable Notes, due May 24, 2025
· Aggre ga t e Princ ipa l Am ount
$10,000,000
I nit ia lly Be ing I ssue d:
· CU SI P N o.:
89114QR75
· Age nt s:
BofA Securities, Inc. ("BofAS") and TD Securities (USA) LLC ("TDS")
· Curre nc y:
U.S. Dollars
· Pric ing Da t e :
May 20, 2019
· I ssue Da t e :
May 24, 2019
· M a t urit y Da t e :
May 24, 2025, 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 ssue :
Senior Debt Securities, Series D
· I nt e re st Ra t e :
The notes will accrue interest quarterly at the fixed rate of 3.00% 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 February 24, May 24, August 24 and November 24 of each year,
commencing on August 24, 2019, 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.
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· Opt iona l Ca ll Da t e s:
February 24, May 24, August 24 and November 24 of each year, beginning on May 24,
2020, 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 "Forms of the Debt Securities" and
"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 notes (as defined in the prospectus supplement) 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 Notes We May Offer?Special Provisions Related to Bail-inable Notes"
and "Risk Factors--Risks Relating to the Notes in General" in the
PS-3

prospectus supplement 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
By its acquisition of an interest in any note, each holder or beneficial owner of that note is
t o t he Ex e rc ise of
deemed to (i) agree to be bound, in respect of the notes, by the CDIC Act, including the
Ca na dia n 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.
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Holders and beneficial owners of notes will have no further rights in respect of their bail-
inable notes to the extent those bail-inable notes 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 Notes We May Offer?Special Provisions Related to Bail-inable Notes"
and "Risk Factors--Risks Relating to the Notes in General" in the prospectus supplement
for a description of provisions and risks applicable to the notes as a result of Canadian
bail-in powers.
Certain capitalized 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
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converted, may be of little value at the time of a bail-in conversion and thereafter. See "Description of the Notes We May Offer?
Special Provisions Related to Bail-inable Notes" and "Risk Factors--Risks Relating to the Notes in General" in the prospectus
supplement 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 May 24, 2020 (other than the maturity date). By purchasing the notes, you must be willing
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 high as the return on the notes would have been if they had not been redeemed, or that has a
similar level of risk.
PS-5
An inve st m e nt in t he not e s m a y be m ore risk y t ha n a n inve st m e nt in not e s w it h a short e r t e rm . The
notes will mature on the maturity date, subject to our right to redeem the notes beginning on May 24, 2020. By purchasing notes
with a longer term, you will bear greater exposure to fluctuations in interest rates than if you purchased a note with a shorter
term. In particular, you may be negatively affected if interest rates begin to rise, because investors have neither the right to
redeem the notes early nor the right to cause TD to redeem the notes early and the interest rate on the notes may be less than
the amount of interest you could earn on other investments with a similar level of risk available at such time. In addition, if you
tried to sell your notes at such time, the value of your notes in any secondary market transaction would also be adversely
affected.
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 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 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 other financial, political, regulatory, and judicial events that affect the capital markets
generally;
·
our financial condition and creditworthiness; and
·
any market-making activities with respect to the notes.
PS-6
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U .S. FEDERAL I N COM E T AX SU M M ARY
General 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. The discussion herein does not address the consequences to taxpayers subject to special tax
accounting rules under Section 451(b) of the Internal Revenue Code of 1986, as amended (the "Code").
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 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 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-
PS-7
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 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 an instrument like the bail-inable
notes, such 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
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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 notes 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 non-U.S.-source
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.
PS-8
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 is determined in a different
manner than the regular income tax. You should consult your tax advisor 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
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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.
BOTH U.S. AND NON-U.S. HOLDERS SHOULD CONSULT THEIR TAX ADVISORS REGARDING THE U.S. FEDERAL INCOME
TAX CONSEQUENCES OF AN INVESTMENT IN THE NOTES, AS WELL AS ANY TAX CONSEQUENCES ARISING UNDER
THE LAWS OF ANY STATE, LOCAL OR NON-U.S. TAXING JURISDICTION (INCLUDING THAT OF TD).
PS-9
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 $14.50 (1.45%) 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 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 $992.00 (99.20%) per $1,000 principal amount of the notes. The total "Underwriting Discount"
and "Proceeds to TD" specified on the cover hereof reflect 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
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.
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PS-10
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 European Economic Area ("EEA"). For these purposes, 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"); (ii) a customer within the meaning of Directive 2002/92/EC, as amended, 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
Directive 2003/71/EC, as amended. 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 has been prepared and therefore offering or selling the notes or otherwise making them available to any retail investor in the
EEA may be unlawful under the PRIIPs Regulation.
M LPF& S Re orga niza t ion
The business of Merrill Lynch, Pierce, Fenner and Smith Incorporated ("MLPF&S") has been reorganized into two affiliated
broker-dealers: MLPF&S and a new broker-dealer, BofAS. MLPF&S assigned its rights and obligations as an agent for the notes
under our distribution agreement to BofAS effective on May 13, 2019 ("Transfer Date"). Effective on the Transfer Date, BofAS is
the new legal entity for the institutional services that were previously provided by MLPF&S. As such, effective as of the Transfer
Date, the institutional services historically provided by MLPF&S, including acting as an Agent for the notes, acting as dealer,
acting as principal or agent in secondary market-making transactions for the notes, and entering into hedging arrangements with
respect to the notes, are being provided by BofAS.
PS-11
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;
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·
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.
PS-12
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 neither the issuer of the note nor
any of its affiliates have or exercise any discretionary authority or control or render any investment advice with respect to the
assets of any ERISA plan involved in the transaction, and provided further that the ERISA plan pays no more and receives no
less than "adequate consideration" in connection with the transaction. Each of the above-noted exemptions contains conditions
and limitations on its application. Fiduciaries of ERISA plans considering acquiring and/or holding a note in reliance of these or
any other exemption should carefully review the exemption to assure it is applicable. There can be no assurance that all of the
conditions of any such exemptions will be satisfied, and the notes should not be purchased or held by any person investing "plan
assets" of any ERISA plan unless such purchase and holding will not constitute a non-exempt prohibited transaction under ERISA
and the Code.
Certain employee benefit plans and arrangements including those that are governmental plans (as defined in section
3(32) of ERISA), certain church plans (as defined in Section 3(33) of ERISA) and foreign plans (as described in Section 4(b)(4) of
ERISA) (collectively referred to herein as "non-ERISA arrangements") are not subject to the fiduciary responsibility or prohibited
transaction provisions of Title I of ERISA or Section 4975 of the Code but may be subject to similar provisions under other
applicable federal, state, local, non-U.S. or other regulations, rules or laws (collectively, "similar laws").
Accordingly, by acceptance of a note or any interest therein, each purchaser and holder of the notes or any interest
therein will be deemed to have represented by its purchase and holding of the notes that either (1) it is not an ERISA plan and is
not purchasing any notes or interest therein on behalf of or with "plan assets" of any ERISA plan or (2) the purchase and holding
of the notes or any interest therein will not constitute a non-exempt prohibited transaction under Title I of ERISA or Section 4975
of the Code. In addition, any purchaser or holder of the notes or any interest therein which is a non-ERISA arrangement will be
deemed to have represented by its purchase or holding of the notes that its purchase and holding will not violate any applicable
similar law.
Due to the complexity of these rules and the penalties that may be imposed upon persons involved in non-exempt
prohibited transactions, it is particularly important that fiduciaries or other persons considering purchasing the notes on behalf of or
with "plan assets" of any ERISA plan or non-ERISA arrangement consult with their counsel regarding the availability of exemptive
relief under any of the PTCEs listed above or some other basis on which such purchase and holding is not prohibited, or the
potential consequences of any purchase, holding or exchange under similar laws, as applicable.
Each purchaser and holder of the notes has exclusive responsibility for ensuring that its purchase and holding of the notes
does not violate the fiduciary or prohibited transaction rules of Title I of ERISA, Section 4975 of the Code or any applicable similar
laws. The sale of the notes to any ERISA plan or non-ERISA arrangement is in no respect a representation by us or any of our
affiliates or representatives that such an investment meets all relevant legal requirements with respect to investments by plans
generally or any particular plan, or that such an investment is appropriate for plans generally or any particular plan.
PS-13
V ALI DI T Y OF T H E N OT ES
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