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The Toronto-Dominion Bank (TD) is offering $500,000 aggregate principal amount of Digital S&P 500 Index-Linked Notes, Series H, due 10 September 2029. The notes are senior unsecured obligations of TD, issued in $1,000 denominations, with a 50-month tenor from the Pricing Date (9 Jul 2025) to maturity. They do not pay periodic interest and will not be listed on any exchange.
Payoff structure. At maturity investors receive one of two outcomes per $1,000 principal:
- $1,323.00 (32.3% return) if the S&P 500 Final Level on the Valuation Date (6 Sep 2029) is at least 80 % of the Initial Level (6,263.26). This payout is termed the Threshold Settlement Amount.
- Principal at risk: If the index falls more than 20 %, investors lose 1 % of principal for every 1 % decline. A 40 % drop yields $600; a 100 % drop results in zero.
The construction therefore provides binary upside capped at 32.3 % with full downside exposure below the 80 % threshold. There is no participation in any appreciation of the index beyond the cap.
Pricing economics. Public offering price is $1,000 per note. TD retains $966.70 in proceeds after a 3.33 % underwriting discount ($33.30). The initial estimated value—calculated using TD’s internal funding rate—is $959.70, 4.03 % below the offer price, reflecting distribution costs, hedging and profit. Secondary market bids, if any, are expected to be below both the offer price and the estimated value, and liquidity is not assured.
Key risks. Investors face (i) principal loss risk if the S&P 500 falls >20 %; (ii) credit risk of TD as unsecured debtholder; (iii) no interim interest; (iv) capped upside irrespective of index gains; (v) valuation & liquidity risk due to dealer spreads, market-making discretion and use of an internal funding rate; (vi) tax uncertainty—notes are expected to be treated as prepaid derivatives but alternative IRS characterisations are possible.
Administrative details. CUSIP 89115HHU4; Issue Date 16 Jul 2025 (T+5 settlement). Minimum investment $1,000. Calculation Agent is TD. Notes are not bail-inable under Canadian law, are ineligible for CDIC/FDIC insurance and are expressly barred from sale to EEA/UK retail investors absent PRIIPs KID.
The Toronto-Dominion Bank (TD) is issuing $7.447 million of senior unsecured Callable Fixed-Rate Notes (CUSIP 89115JBD4) maturing 11 July 2030. The Notes carry a fixed 5.00% annual coupon, paid quarterly on the 11th of January, April, July and October, starting 11 October 2025. TD may redeem the Notes in whole at par on any quarterly Optional Call Date beginning 11 July 2026, giving the issuer flexibility to refinance if market rates fall.
The Notes are part of TD’s Senior Debt Securities, Series G, are issued at 100% of face in $1,000 denominations, and are expected to settle T+2 on 11 July 2025. Underwriting discount is up to 0.60%; net proceeds total $7.409 million. They will not be listed on any exchange, and secondary liquidity is expected to be limited.
The securities are bail-inable under Canada’s CDIC Act, meaning they can be converted to TD common shares or written off if the bank becomes non-viable. Investors therefore bear full TD credit risk plus potential bail-in conversion risk. Additional risks include reinvestment risk if the Notes are called, price sensitivity to interest-rate moves over the five-year non-call period, wide bid-ask spreads, and uncertain U.S. tax treatment if bail-in occurs.
For U.S. holders the Notes should be treated as fixed-rate debt issued without OID; interest is taxed as ordinary income. Non-U.S. holders generally face no U.S. withholding, subject to usual certifications. Sales to retail investors in the EEA and U.K. are prohibited without a PRIIPs KID.