Arcos Dorados Holdings Inc SEC Filings

Toronto-Dominion Bank (TD) is offering $500,000 aggregate principal amount of four-year, senior unsecured Contingent Barrier Digital Notes linked to the S&P 500® Index (SPX). The notes price on 11 July 2025, settle on 16 July 2025 and mature on 13 July 2029. Each note has a $1,000 face value and will not be listed on any exchange.

Return profile

• Digital Return: 31.85 %; if, on the 10 July 2029 valuation date, the SPX closing level is at or above the 80 % barrier (5,024.368), investors receive $1,318.50 per $1,000 note—regardless of how far the index has risen.
• Downside: If the final level is below the barrier, principal is eroded 1 % for every 1 % decline from the initial level (6,280.46). A 40 % index drop would yield $600; a 100 % drop results in total loss.
• No interim coupons, no participation above 31.85 %.

Key structural features & risk considerations

• Issuer credit risk: payments depend on TD’s ability to pay; notes rank pari-passu with TD’s other senior debt.
• Secondary liquidity: the notes will not be exchange-traded; TD Securities (USA) LLC may, but is not obliged to, make a market. Secondary prices are expected to be below the $1,000 offer price and may be below the modelled estimated value of $968.60.
• Pricing economics: offer price $1,000; underwriting discount $22.50 (2.25 %); net proceeds $977.50. The estimated value is based on TD’s internal funding rate and is lower than the public offer price.
• Barrier mechanics: a small move below the 80 % threshold converts a ≥31.85 % positive payoff into a linear loss, making the note sensitive to late-term market shocks.

Illustrative outcomes

• SPX +60 % → investor receives $1,318.50 (31.85 % gain).
• SPX -19 % → investor still receives $1,318.50.
• SPX -30 % → payout $700 (-30 %).

Distribution & conflicts: TD Securities is the agent and an affiliate of the issuer; J.P. Morgan Securities acts as placement agent. The deal is conducted under FINRA Rule 5121 (conflict of interest). Delivery is T+3; secondary trading on T+1 requires special settlement arrangements.

Material risk disclosures (selected):

• Lack of interim interest and limited upside relative to direct SPX exposure.
• Potential loss of entire principal below the barrier.
• Credit-spread changes and hedging activity may depress secondary prices.
• Complex U.S. and Canadian tax treatment; investors urged to consult tax advisers.

The offering is small relative to TD’s balance sheet and does not materially affect the bank’s capital structure, but may interest yield-seeking investors willing to accept credit and barrier risk in exchange for a capped return.