Filed Pursuant to Rule 433
Registration Statement No. 333-196343
June 26, 2014
THE TORONTO-DOMINION BANK
US$1,400,000,000 2.125% SENIOR MEDIUM-TERM NOTES, SERIES A, DUE 2019
FINAL TERM SHEET
DATED JUNE 26, 2014
This final term sheet supplements the information set forth under the caption “Terms of the Notes” in the Preliminary Pricing Supplement dated June 26, 2014, the caption “Description of the Notes We May Offer” in the Prospectus Supplement dated June 6, 2014 and the caption “Description of the Debt Securities” in the Short Form Base Shelf Prospectus dated June 6, 2014.
| Issuer: | The Toronto-Dominion Bank | |
| Issue: | 2.125% Senior Medium-Term Notes, Series A, due 2019 (the “Notes”) | |
| Expected Ratings1: | Moody’s Investors Service: Aa1 (outlook: negative) / Standard & Poor’s: AA- (outlook: stable) | |
| Principal Amount: | US$1,400,000,000 | |
| Issue Price: | 99.877% | |
| Trade Date: | June 26, 2014 | |
| Settlement Date (T+4):2 | July 2, 2014 (DTC) | |
| Maturity Date: | July 2, 2019 | |
| Minimum Denomination: | US$2,000 and multiples of US$1,000 | |
| Interest Rate: | 2.125% | |
| Treasury Benchmark: | UST 1.5% due May 31, 2019 | |
| Treasury Benchmark Price: | 99-13 3/4 | |
| Treasury Benchmark Yield: | 1.621% | |
| 1 | A credit rating is not a recommendation to buy, sell or hold securities, and it may be subject to revision or withdrawal at any time by the assigning rating organization. |
| 2 | Under Rule 15c6-1 of the Securities Exchange Act of 1934, trades in the secondary market generally are required to settle in three business days, unless the parties to such trade expressly agree otherwise. Accordingly, purchasers who wish to trade the Notes on the pricing date will be required, by virtue of the fact that the Notes initially will settle in four business days (T+4), to specify alternative settlement arrangements to prevent a failed settlement. |
| Re-offer Spread to Treasury Benchmark: | T + 53 basis points | |
| Re-Offer Yield: | 2.151% | |
| Commissions: | 0.35% | |
| Interest Payment Dates: | Semi-annually on July 2 and January 2 of each year, beginning January 2, 2015. | |
| Record Dates for Interest Payments: | The fifteenth calendar day prior to the applicable Interest Payment Date. | |
| Day Count Fraction: | 30/360 | |
| Optional Redemption by Holders of Notes: | None | |
| Optional Redemption by the Issuer for Tax Reasons: | In certain circumstances where the Issuer has or will become obligated to pay additional amounts (as described in the pricing supplement), the Issuer may, at its option, redeem the Notes in whole, but not in part, at any time before maturity, after giving not less than 30 nor more than 60 calendar days’ notice to the holders of the Notes, at a redemption price equal to 100% of their principal amount together with accrued interest, if any, to, but excluding, the redemption date. | |
| Listing: | None | |
| Joint Book-Runners: | TD Securities (USA) LLC Goldman, Sachs & Co. Citigroup Global Markets Inc. Deutsche Bank Securities Inc. | |
| Co-Managers: | ANZ Securities, Inc. BNP Paribas Securities Corp. CIBC World Markets Corp. Credit Suisse Securities (USA) LLC Desjardins Securities Inc. HSBC Securities (USA) Inc. J.P. Morgan Securities LLC Lloyds Securities Inc. Merrill Lynch, Pierce, Fenner & Smith Incorporated Morgan Stanley & Co. LLC nabSecurities, LLC RBC Capital Markets, LLC RBS Securities Inc. The Williams Capital Group, L.P. Wells Fargo Securities, LLC | |
| CUSIP/ISIN: | 89114QAS7 / US89114QAS75 | |
The Issuer has filed a registration statement (including a prospectus supplement and a short form base shelf prospectus) with the SEC for the offering to which this communication relates. Before you invest, you should read those documents and the other documents that the Issuer has filed with the SEC for more complete information about the Issuer and this offering. You may obtain these documents for free by visiting EDGAR on the SEC website at www.sec.gov. Alternatively, the Joint Book-Runners will arrange to send you the pricing supplement, when available, the prospectus supplement, and the short form base shelf prospectus if you request them by contacting TD Securities (USA) LLC at 1-855-495-9846, Citigroup Global Markets Inc. toll-free at 1-800-831-9146, Deutsche Bank Securities Inc. toll-free at 1-800-503-4611 or Goldman, Sachs & Co. at 1-866-471-2526.