Toronto Domin SEC Filings

Brown & Brown, Inc. (NYSE: BRO) disclosed in an 8-K that it completed a $4.2 billion multi-tranche senior notes offering on 23 June 2025.

The company sold six series of unsecured notes: $400 MM 4.600% due 2026, $500 MM 4.700% due 2028, $800 MM 4.900% due 2030, $500 MM 5.250% due 2032, $1.0 BN 5.550% due 2035 and $1.0 BN 6.250% due 2055. Interest is payable semi-annually every 23 June and 23 December, beginning 23 Dec 2025.

Use of proceeds: together with cash and the previously announced equity sale of 43,137,254 shares, the funds will finance the cash consideration for the pending acquisition of RSC Topco, Inc. and related fees. If the merger is not consummated by the contractual outside date, the company must redeem the 2026, 2028, 2030, 2032 and 2055 notes at 101% of par plus accrued interest (the 2035 notes are excluded from this mandatory redemption).

The notes were issued under the company’s existing shelf (S-3 333-271708) and rank pari passu with all other senior unsecured debt. The governing indenture restricts the incurrence of secured debt, significant asset transfers, and contains a change-of-control put. Optional redemption is allowed subject to make-whole premiums defined in the prospectus supplement. Holland & Knight LLP provided the legality opinion.

Completion of this financing secures long-term, fixed-rate capital for the RSC transaction and extends BRO’s debt maturity profile to 2055, albeit at coupons that reflect the current higher-rate environment and will increase the company’s leverage and interest expense.

Toronto Dominion Bank has issued $680,000 in Callable Contingent Interest Barrier Notes linked to the performance of Nasdaq-100, Russell 2000, and S&P 500 indices, due June 23, 2027. The notes offer:

Key features include:

• 10.20% per annum contingent interest rate, payable monthly if all reference assets are at/above 70% of initial values
• Bank's option to call notes monthly after 6 months at principal amount plus any contingent interest
• Principal protection if all indices remain above 70% barrier at maturity
• Risk of principal loss equal to worst-performing index's percentage decline if any index falls below barrier

Initial values set at: Nasdaq-100: 21,719.08, Russell 2000: 2,101.960, S&P 500: 5,982.72. Notes priced at $1,000 per unit with estimated value of $976.10. Investment involves credit risk of Toronto Dominion Bank and market risk of underlying indices.

Toronto Dominion Bank has filed a 424B2 prospectus supplement for Leveraged Capped Buffered MSCI EAFE® Index-Linked Notes. The notes offer exposure to MSCI EAFE Index performance with a 250% leverage factor on positive returns, subject to a maximum payment of between $1,191.25 and $1,225.00 per $1,000 principal amount.

Key features include:

• Term: 26-29 months
• 15% downside buffer protection
• 1.1765% loss of principal for every 1% decline beyond the buffer level
• No periodic interest payments
• Initial estimated value between $947.80-$977.80 per $1,000 principal amount

The notes are unsecured obligations of Toronto Dominion Bank and not FDIC insured. The offering highlights TD's structured products business, providing investors with enhanced exposure to international developed markets while maintaining a partial buffer against losses.

Offering overview: The Toronto-Dominion Bank (TD) is marketing senior unsecured Digital S&P 500 Index-Linked Notes (Series H) with an expected tenor of 48-51 months. The notes pay no interim interest and the redemption value on the maturity date depends solely on the S&P 500 closing level on the valuation date.

Payout profile: • If the Index finishes at or above 80 % of its initial level (down no more than 20 % or higher), investors receive a fixed Threshold Settlement Amount of $1,301.00-$1,353.10 per $1,000 note, a 30.1-35.31 % gross gain. • If the Index closes below 80 % of the initial level, the redemption equals $1,000 plus the Percentage Change × $1,000; holders lose 1 % of principal for every 1 % the Index has declined beyond the 20 % buffer and could forfeit the entire investment.

Key terms: Initial Level = S&P 500 closing level on pricing date; Threshold Level = 80 % of Initial Level; minimum investment $1,000; CUSIP 89115HGT8; currency USD.

Pricing considerations: Public offering price $1,000; underwriting discount $32.90; proceeds to issuer $967.10. TD’s initial estimated value is $929.10-$959.10, below the offer price, reflecting distributor compensation, hedging costs and TD’s internal funding rate.

Risk highlights: The notes are unsecured obligations, not FDIC or CDIC insured, and will not be exchange-listed. Secondary liquidity is only at the dealer’s discretion. Any payment is subject to TD’s credit risk, and investors bear full downside exposure once the Index falls more than 20 %.

Toronto Dominion Bank has issued $318,000 in Autocallable Contingent Interest Barrier Notes linked to the performance of Nasdaq-100, Russell 2000, and S&P 500 indices, due December 24, 2026. Key features include:

• Notes offer 10.00% per annum contingent interest payments if all reference assets are above 70% of their initial values on observation dates
• Automatic call feature triggers if all indices close at or above their initial values on quarterly observation dates
• Principal protection if all indices remain above 70% barrier value at maturity
• Risk of principal loss proportional to worst-performing index if any falls below barrier

The estimated value is $978.00 per $1,000 note, below the public offering price. Notes carry TD's credit risk and are not FDIC insured. Trading begins June 25, 2025, with minimum investment of $1,000. This structured product offers enhanced yield potential with significant downside risk if markets decline substantially.

Toronto Dominion Bank has issued $2.4 million in Dual Directional Capped Buffer Notes linked to the S&P 500 Index, due June 23, 2028. These structured notes offer unique investment characteristics:

Key features include:

• Principal Amount: $1,000 per note with $10,000 minimum investment
• Term: Approximately 3 years
• Maximum Upside Return: Capped at 28.44%
• Buffer Level: 75% of Initial Level (4,475.88)
• Initial Index Level: 5,967.84

The notes offer unleveraged exposure to S&P 500 gains up to 28.44% cap and protection against losses up to 25%. However, if the index falls below the Buffer Level, investors lose approximately 1.3333% for each 1% decline beyond the buffer. The estimated value at pricing was $974.10 per note, below the $1,000 offering price. TD Securities will receive a $20 commission per note.

Toronto Dominion Bank has issued $3,009,000 in Dual Directional Capped Buffer Notes linked to the S&P 500® Index, due June 24, 2027. These structured notes offer unique investment characteristics with both upside and downside exposure to the S&P 500.

Key features include:

• Initial Index Level: 5,967.84
• Maximum Upside Return: 14.80% (capped at $1,148.00 per $1,000 note)
• Buffer Level: 75% of Initial Level (4,475.88)
• Downside Protection: First 25% of losses buffered
• Downside Leverage Factor: 1.3333x for losses beyond buffer

The notes' estimated value at pricing was $979.31 per note, below the $1,000 offering price. Investors face full principal risk if the index falls more than 25%, losing approximately 1.3333% for each 1% decline beyond the buffer. The notes offer no interest or dividend payments and are subject to TD Bank's credit risk.

The Toronto-Dominion Bank (TD) is offering unsecured, senior Leveraged Basket-Linked Notes maturing in roughly 13-15 months. The notes provide no periodic interest and are tied to an unequally-weighted basket of five equity indices: EURO STOXX 50 (38%), TOPIX (26%), FTSE 100 (17%), Swiss Market Index (11%) and S&P/ASX 200 (8%). The basket is set to an Initial Level of 100 on the pricing date.

• Upside: If the Final Basket Level exceeds the Initial Basket Level, investors receive the principal plus a leveraged return equal to the Leverage Factor (145-170%) × Basket percentage gain.
• At-par: If the Basket is unchanged, investors receive only the principal.
• Downside: If the Basket falls, repayment is principal – 1% for every 1% decline; a 100% loss of principal is possible.

The public offering price is US$1,000 per note; underwriting discount is US$10.20 and net proceeds to TD are US$989.80. TD’s initial estimated value is US$947.70-US$977.70, below the offering price, reflecting structured-product costs and TD’s internal funding rate. Minimum investment is US$1,000.

Key contractual features:

• Issuer credit risk: Payments depend on TD’s ability to pay.
• Not principal-protected, not FDIC/CDIC insured.
• No listing or guaranteed secondary market; any resale likely at a discount and subject to dealer spreads.
• Tax treatment: TD and holders will treat the notes as prepaid derivative contracts; alternative characterisations are possible.

Toronto Dominion Bank has filed a 424B2 for Callable Contingent Interest Barrier Notes linked to the Nasdaq-100, Russell 2000, and S&P 500 indices, due July 9, 2029. Key features include:

• Principal Amount: $1,000 per note with approximately 9.10% per annum contingent interest rate
• Contingent Interest Payment triggers if all reference assets close at or above 70% of initial value on observation dates
• Bank can call notes monthly starting from 12th payment date with 3 business days notice
• At maturity, if not called earlier: - Full principal returned if all indices are at/above 60% barrier value - Below barrier: Losses track worst-performing index 1:1
• Estimated note value at pricing: $940-$980, below offering price of $1,000

Notes involve significant risks including possible loss of principal, credit risk of TD Bank, and no guaranteed interest payments. Trading will be limited as notes won't be listed on exchanges.