Toronto Domin SEC Filings

AeroVironment, Inc. (Nasdaq: AVAV) has filed a preliminary prospectus supplement (Form 424B5) for a public offering of $750 million of common stock, with a 30-day underwriters’ option for up to an additional $112.5 million. The company is simultaneously marketing a separate $600 million (up to $690 million) offering of Convertible Senior Notes due 2030. Neither transaction is contingent on the other.

Key transaction terms

• Common stock trades on Nasdaq under the symbol “AVAV”; last reported price on 27-Jun-2025 was $278.07.
• Pro-forma share count will rise to 48,511,437 immediately after the equity offering (from 45,814,275).
• Underwriters: J.P. Morgan Securities LLC and BofA Securities, Inc.; their banking affiliates are lenders under the company’s credit facilities and will receive a portion of the proceeds.

Use of proceeds

• $700.2 million to repay outstanding borrowings under the New Term Loan (matures 1-May-2027).
• $265.1 million to repay borrowings on the Revolving Credit Facility (matures 4-Oct-2029).
• Any remainder for general corporate purposes, including increased manufacturing capacity.

Strategic backdrop – BlueHalo merger

• AeroVironment closed the all-stock acquisition of BlueHalo on 1-May-2025, issuing 17,425,849 shares and drawing $925 million of debt to retire BlueHalo obligations and pay transaction costs.
• Lock-up agreements restrict resale of the BlueHalo shares until May-2026 (40%), Nov-2026 (30%) and May-2027 (30%).

Recent financial performance

• Quarter ended 30-Apr-2025 GAAP EPS: $0.59; Non-GAAP EPS: $1.61.
• FY-2025 GAAP EPS: $1.55; Non-GAAP EPS: $3.28.
• FY-2025 Adjusted EBITDA: $146.4 million, up from $127.8 million in FY-2024.
• Q4-2025 goodwill impairment charge: $18.4 million.

Capitalisation impact

• As-adjusted cash rises to $454.1 million; total debt falls from $955.0 million to $600.0 million if both offerings close and proceeds are applied as planned.
• Total shareholders’ equity would rise from $886.5 million to $4.23 billion (reflecting BlueHalo equity issuance and the new share sale).

Risk highlights

• Approximately 5–6 % dilution to existing shareholders from the equity issuance, with further dilution possible from note conversion.
• Successful integration of BlueHalo is critical; merger-related synergies and cost savings are not assured.
• If the note offering is unsuccessful, AeroVironment may retain higher leverage until alternative funds are secured.

Overall, the combined equity and convertible offerings are designed to deleverage the balance sheet after the transformational BlueHalo merger, provide funding for capacity expansion, and position the company for growth across autonomous systems, precision-strike and other defense technology markets.

The Toronto-Dominion Bank (TD) is marketing a new three-year, principal-at-risk structured note: the Autocallable Strategic Accelerated Redemption Securities® linked to the Russell 2000 Index (RTY). Each unit has a $10 face amount and will be sold at par (or $9.95 for purchases ≥300,000 units). The note can automatically redeem on any of the three annual Observation Dates if the RTY closes at or above the Starting Value (100 % trigger). If called, investors receive a pre-set Call Amount:

• $11.03–$11.13 (10.30 – 11.30 % premium) after year 1
• $12.06–$12.26 (20.60 – 22.60 % premium) after year 2
• $13.09–$13.39 (30.90 – 33.90 % premium) after year 3

If the note is not automatically redeemed, it matures in July 2028. Because the Threshold Value equals the Starting Value (100 %), any negative performance of the RTY reduces principal on a 1-for-1 basis, exposing investors to up to a 100 % loss. There are no periodic coupons.

Pricing economics: initial estimated value is $9.305–$9.605, reflecting TD’s internal funding rate, a $0.20 underwriting discount and a $0.05 hedging-related charge. The notes are senior unsecured obligations of TD and rank pari passu with the bank’s other senior debt. Payments depend on TD’s creditworthiness; the securities are not insured by the FDIC or CDIC.

Liquidity & distribution: no exchange listing; TD, BofA Securities (BofAS) and Merrill Lynch, Pierce, Fenner & Smith (MLPF&S) are not obligated to provide a secondary market. Minimum initial purchase is 100 units. The transaction is a conflict-of-interest distribution under FINRA 5121 because TDS (an affiliate) is an underwriter.

Risk highlights called out by the issuer:

• Full downside exposure if RTY ends below 100 % of Starting Value
• Initial estimated value below issue price; secondary prices likely lower
• Limited liquidity; notes may trade at a substantial discount
• Complex tax treatment; U.S. tax status treated as prepaid derivative but not certain
• Small-cap exposure increases volatility relative to large-cap indices

Overall, the security offers double-digit conditional returns in flat or moderately rising small-cap markets, but investors sacrifice dividends, accept uncapped downside, face issuer credit risk and rely on a limited call schedule for positive outcomes.

Classover Holdings, Inc. (KIDZW) has called a virtual special meeting for July 18, 2025 to seek stockholder approval for two pivotal capital-structure actions.

Proposal 1 – “Nasdaq Proposal”: authorizes the issuance of Class B common stock above the 19.99% threshold required by Nasdaq rules in connection with (i) a $400 million Equity Purchase Facility Agreement (EPFA) with Solana Strategic Holdings LLC and (ii) up to $500 million of senior secured convertible notes under a May 30, 2025 Securities Purchase Agreement. Both agreements allow issuance below the Nasdaq “Minimum Price” and could trigger a change of control, hence the need for shareholder consent.

Proposal 2 – “Authorized Share Proposal”: amends the certificate of incorporation to raise authorized Class B shares from 450 million to 2 billion. The board says the additional capacity will (1) cover all shares issuable under the EPFA and note conversions and (2) support future financing, equity compensation and strategic M&A.

Voting dynamics: CEO & Chair Hui Luo owns all 6.54 million Class A shares (25 votes each) plus 522.8 k Class B shares, giving management roughly 91% of total voting power. A Voting Agreement obligates Luo to vote “FOR” both items, effectively guaranteeing passage.

Capital & structural implications:

• The EPFA allows discounted share sales at 95% of the lowest VWAP over the prior three trading days, incentivising rapid resale by the investor.
• The notes are senior, secured by all company assets (including crypto holdings) and prohibit cash dividends while outstanding.
• If approved, common shareholders face potentially massive dilution and a decline in per-share voting and economic interests.

Strategic rationale & risks: Proceeds back a “Solana-centric” digital-asset treasury strategy that includes buying, staking and validator operations. The proxy enumerates extensive risks: crypto price volatility, potential classification of SOL as a security, 1940 Act “investment company” issues, custody & cyber-security exposure, restrictive debt covenants and dilution. Failure to obtain approval would cap issuances at 19.99%, limit access to capital, and force repeated shareholder meetings.

Board recommendation: vote FOR both proposals.

Toronto-Dominion Bank (TD) is offering US$10.6 million of senior unsecured Capped Notes with an Absolute Return Buffer linked to the Russell 2000® Index (RTY). The notes price on 26 June 2025, settle on 3 July 2025 and mature on 28 August 2026, giving a term of roughly 14 months.

Key economic terms

• Principal: $10.00 per unit; 1,059,816 units issued.
• Upside: 1-to-1 participation in RTY gains, capped at the Capped Value of $11.20 (+12.0%).
• Downside / buffer: If RTY ends between 90.30% and 100% of the Starting Value (2,172.108), investors receive a positive return equal to the absolute decline (max +9.70%). Below the 90.30% Threshold Value (1,961.414) investors incur 1-for-1 loss beyond the buffer, exposing up to 90.30% of principal.
• No interim coupons or principal protection; payment occurs only at maturity and is subject to TD’s credit risk.
• Initial estimated value: $9.718 (97.18% of face) reflecting a $0.05 hedging-related charge and TD’s internal funding rate.
• Fees: underwriting discount $0.175 per unit (1.75% of face) plus the $0.05 hedging charge.
• Secondary market: no listing, limited liquidity; TD, BofA Securities (BofAS) and MLPF&S are not obligated to make a market.

Risk highlights

• Credit risk: payments depend on TD’s ability to pay.
• Market risk: up to 90.30% loss if RTY falls sharply; upside is limited to 12% even if RTY gains exceed that level.
• Valuation risk: initial value below offer price; secondary prices likely below $10.00.
• Liquidity risk: investors may be unable to exit before maturity or may face significant discounts.
• Tax uncertainty: notes treated as prepaid derivatives; alternative IRS views could alter tax outcomes.

Investor profile

• Moderately bullish or moderately bearish investors expecting RTY performance between -9.70% and +12.0% over 14 months.
• Willing to forego dividends, interim interest and accept TD credit exposure.

Strategic context: The small $10.6 million issuance is immaterial to TD’s funding profile, but the product broadens TD’s U.S. structured-note shelf and generates fee income. For investors, the appeal lies in the short duration and defined risk/return trade-off versus outright RTY exposure, though the capped upside, modest buffer and credit risk limit its attractiveness relative to other hedged equity strategies.

Toronto-Dominion Bank (TD) is offering US$10.6 million of senior unsecured Capped Notes with an Absolute Return Buffer linked to the Russell 2000® Index (RTY). The notes price on 26 June 2025, settle on 3 July 2025 and mature on 28 August 2026, giving a term of roughly 14 months.

Key economic terms

• Principal: $10.00 per unit; 1,059,816 units issued.
• Upside: 1-to-1 participation in RTY gains, capped at the Capped Value of $11.20 (+12.0%).
• Downside / buffer: If RTY ends between 90.30% and 100% of the Starting Value (2,172.108), investors receive a positive return equal to the absolute decline (max +9.70%). Below the 90.30% Threshold Value (1,961.414) investors incur 1-for-1 loss beyond the buffer, exposing up to 90.30% of principal.
• No interim coupons or principal protection; payment occurs only at maturity and is subject to TD’s credit risk.
• Initial estimated value: $9.718 (97.18% of face) reflecting a $0.05 hedging-related charge and TD’s internal funding rate.
• Fees: underwriting discount $0.175 per unit (1.75% of face) plus the $0.05 hedging charge.
• Secondary market: no listing, limited liquidity; TD, BofA Securities (BofAS) and MLPF&S are not obligated to make a market.

Risk highlights

• Credit risk: payments depend on TD’s ability to pay.
• Market risk: up to 90.30% loss if RTY falls sharply; upside is limited to 12% even if RTY gains exceed that level.
• Valuation risk: initial value below offer price; secondary prices likely below $10.00.
• Liquidity risk: investors may be unable to exit before maturity or may face significant discounts.
• Tax uncertainty: notes treated as prepaid derivatives; alternative IRS views could alter tax outcomes.

Investor profile

• Moderately bullish or moderately bearish investors expecting RTY performance between -9.70% and +12.0% over 14 months.
• Willing to forego dividends, interim interest and accept TD credit exposure.

Strategic context: The small $10.6 million issuance is immaterial to TD’s funding profile, but the product broadens TD’s U.S. structured-note shelf and generates fee income. For investors, the appeal lies in the short duration and defined risk/return trade-off versus outright RTY exposure, though the capped upside, modest buffer and credit risk limit its attractiveness relative to other hedged equity strategies.

The Toronto-Dominion Bank (TD) is offering 1,940,779 units of senior unsecured Accelerated Return Notes (ARNs) linked to the Invesco S&P 500 Equal Weight ETF (ticker RSP). Each note has a $10 principal amount, for a total face value of $19.41 million. The notes price on 26 Jun 2025, settle 3 Jul 2025, and mature 28 Aug 2026, giving an effective life of about 14 months.

The structure provides 300% leveraged upside on any positive performance of RSP, but gains are capped at a Capped Value of $11.143 per unit, equal to an 11.43 % maximum return. Downside exposure is one-for-one: if the ETF finishes below its $180.23 starting value, investors lose principal proportionally and could lose 100 % of their investment. No periodic interest is paid.

Initial estimated value is $9.719, below the $10 offering price, reflecting TD’s internal funding rate, a $0.175 underwriting discount and a $0.05 hedging-related charge. All payments are subject to TD’s credit risk; the notes are not FDIC or CDIC insured and will not be listed on any exchange. Secondary market liquidity is expected to be limited and any resale price may be well below issue price.

Key risks highlighted include full downside exposure, return cap, valuation uncertainty, limited liquidity, potential conflicts for calculation agents (TD and BofA Securities), and complex U.S./Canadian tax treatment. The filing also details the methodology and risks of the underlying ETF, the S&P 500 Equal Weight Index, and extensive tax disclosures under U.S. and Canadian law.

Toronto-Dominion Bank (TD) is offering 921,640 Accelerated Return Notes (Series H) linked to the SPDR S&P Biotech ETF (ticker XBI). Each note has a $10 face amount, for a total public offering size of $9.216 million. The notes price on 26 Jun 2025, settle 3 Jul 2025 and mature 28 Aug 2026, giving an effective term of roughly 14 months.

Payoff structure

• Upside: Investors receive 300% of any positive price change in XBI, subject to a maximum redemption of $12.722 per unit (27.22% capped return).
• Downside: 1-to-1 participation in any decline; principal can be completely lost if XBI falls to zero.
• No interim coupons; all cash flows occur at maturity.

Key economic terms

• Starting Value: $83.68 (XBI closing price on pricing date)
• Participation Rate: 300%
• Price Multiplier: 1
• Fees: $0.175 underwriting discount + $0.05 hedging-related charge per unit (total 2.25% of face)
• Initial estimated value: $9.818 (1.82% below issue price) based on TD’s internal models and funding rate.

Credit & liquidity considerations

• The notes are senior unsecured obligations of TD and rank equally with its other senior debt. Payments depend on TD’s creditworthiness.
• No exchange listing; BofA Securities and TD are not required to make a secondary market, so liquidity may be limited and prices may trade below intrinsic value.

Risk highlights

• Full principal at risk with sector-specific exposure; XBI concentrates in biotechnology equities.
• Return is capped, so large rallies in biotech will not be fully captured.
• The offering price exceeds the bank’s model value, reflecting distribution costs and hedging profits.
• Investors forgo dividends/distributions paid by XBI and assume tax-structure uncertainty outlined in the term sheet.

Investor profile: Suitable only for investors who expect moderate upside in biotech over 14 months, can tolerate complete principal loss, do not need current income, and are comfortable with TD credit exposure and limited liquidity.

The Toronto-Dominion Bank (TD) is issuing senior, unsecured Callable Fixed-Rate Notes due July 18, 2028 (CUSIP 89115JBF9). The $1,000-denominated notes carry a 4.35% fixed coupon, paid quarterly on the 18th of January, April, July and October, beginning October 18, 2025. TD may redeem the notes in whole, at par, on any quarterly Optional Call Date starting July 18, 2026, upon five business-day notice. If not called, principal plus any accrued interest is payable at maturity on July 18, 2028.

The securities are issued under TD’s Senior Debt Securities, Series G program, are bail-inable under Canada’s CDIC Act, and rank pari-passu with TD’s other unsecured senior obligations. They are not insured by CDIC, FDIC or any other agency and will not be listed on an exchange; secondary liquidity therefore depends on dealer market-making.

Investors purchase at 100% of principal; TD Securities (USA) LLC, the sole underwriter, receives an up-to-1.75% commission and may allocate concessions to other dealers. Minimum investment is $1,000. U.S. holders are expected to treat the securities as fixed-rate debt issued without OID; detailed U.S. and Canadian tax discussions are included. The prospectus supplement highlights key risks: TD credit exposure, bail-in conversion risk, call risk in declining-rate environments, limited secondary market, and potential price concessions from underwriting and hedging costs.

Prohibitions apply to retail distribution in the EEA and UK under PRIIPs regulations. Settlement is T+2 at issuance; secondary trades normally settle T+1 under SEC Rule 15c6-1.

The Free Writing Prospectus outlines the terms of Autocallable Market-Linked Step Up Notes to be issued by The Toronto-Dominion Bank (TD) and linked to the Russell 2000 Index (RTY). Each note has a $10 principal and a tenor of approximately five years. The notes pay no coupons and are not listed on any exchange.

Automatic call feature: On each of the four annual Observation Dates the notes will be redeemed if RTY closes at, or above, its Starting Value. The projected Call Amounts range from $10.85–$10.95 in year 1 (≈8.5-9.5% premium) up to $13.40–$13.80 in year 4 (≈34-38% premium). Early redemption caps further upside potential.

Payout at maturity (if not called):

• If RTY is flat or up to +45% versus the Starting Value, investors receive the principal plus a fixed $4.50 Step-Up Payment (45% total return).
• If RTY is above +45%, investors participate 1-for-1 in all further gains.
• If RTY is below the Starting Value, repayment declines point-for-point with the index; the Threshold Value equals 100%, so any decline erodes principal, down to total loss at a -100% move.

Key risks called out in the term sheet include: full downside exposure below the Starting Value, limited upside if called, TD credit risk, a secondary-market price expected to be below the public offering price, and exposure to small-cap volatility inherent in RTY.

Investors should review the linked Preliminary Offering Documents and risk disclosures before purchasing the notes.