Form 424B2 TORONTO DOMINION BANK


Filed Pursuant to Rule 424(b)(2)

Registration Statement No. 333-231751

 

 

 

Pricing Supplement dated June 11, 2021 to the

Prospectus Supplement dated June 18, 2019 and

Prospectus Dated June 18, 2019

 

The Toronto-Dominion Bank

$4,500,000

Callable Fixed Rate Notes

Due December 16, 2024

 

The Toronto-Dominion Bank (“TD” or “we”) has offered the Callable Fixed Rate Notes due December 16, 2024 (the “Notes”) described below.

CUSIP / ISIN: 89114TKN1 / US89114TKN18

The Notes will accrue interest at a fixed rate of 0.65% per annum.

TD will pay interest on the Notes on the 16th calendar day of each
March, June, September and December (each, an “Interest Payment Date”)
, commencing on September 16, 2021 and ending on the Maturity Date.

TD may, at its option, elect to redeem the Notes in whole, but not in part, on the 16th calendar day of each March, June, September and December (each, an “Optional Call
Date”), upon five Business Days’ prior written notice, commencing on June 16, 2022, and ending on the Interest Payment Date immediately preceding the Maturity Date. Any payments on the Notes are subject to the
credit risk of TD. The Notes are unsecured and are not savings accounts or insured deposits of a bank. The Notes are not insured or guaranteed by the Canada Deposit Insurance Corporation (the “CDIC”), the U.S. Federal Deposit Insurance Corporation or
any other governmental agency or instrumentality of Canada or the United States.

The Notes are bail-inable debt securities (as defined in the prospectus) and subject to conversion in whole or in part – by means of a transaction or series of transactions and in
one or more steps – into common shares of TD or any of its affiliates under subsection 39.2(2.3) of the Canada Deposit Insurance Corporation Act (the “CDIC Act”) and to variation or extinguishment in consequence, and subject to the application of the
laws of the Province of Ontario and the federal laws of Canada applicable therein in respect of the operation of the CDIC Act with respect to the Notes. See “Description of the Debt Securities―Special Provisions Related to Bail-inable Debt
Securities”, “Canadian Bank Resolution Powers” and “Risk Factors—Risks Related to the Bank’s Bail-inable Debt Securities” in the accompanying prospectus.

The Notes will not be listed or displayed on any securities exchange or any electronic communications network.

Investment in the Notes involves a number of risks. See “Additional Risk Factors” beginning on page P-5 of this pricing supplement, “Risk Factors” beginning on
page S-4 of the prospectus supplement dated June 18, 2019 (the “prospectus supplement”) and “Risk Factors” beginning on page 1 of the prospectus dated June 18, 2019 (the “prospectus”).

Neither the Securities and Exchange Commission (the “SEC”) nor any state securities commission has approved or disapproved of these Notes or determined that this
pricing supplement, the prospectus supplement or the prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

We will deliver the Notes in book-entry only form through the facilities of The Depository Trust Company on the Issue Date, against payment in immediately available funds.

 

Public Offering Price1

Underwriting Discount1 2

Proceeds to TD2

Per Security

$1,000.00

$7.039 3

$992.961 3

Total

$4,500,000.00

$31,675.05

$4,468,324.95


1

Certain dealers who purchase the Notes for sale to certain fee-based advisory accounts may have agreed to forgo some or all of their selling concessions, fees
or commissions. The public offering price for investors purchasing the Notes in these accounts may have been as low as $995.20 (99.52%) per $1,000 Principal Amount of the Notes.

2

TD Securities (USA) LLC will receive a commission of up to $8.30 (0.83%) per $1,000 Principal Amount of the Notes and will use a portion of that commission to
allow selling concessions to other dealers in connection with the distribution of the Notes. The other dealers may forgo, in their sole discretion, some or all of their selling concessions. The total “Underwriting Discount” and “Proceeds
to TD” specified above reflect the aggregate of the underwriting discounts per Note at the time TD established any hedge positions on or prior to the Pricing Date, which was variable and fluctuated depending on market conditions at such
times. See “Supplemental Plan of Distribution (Conflicts of Interest)” herein.

3

Rounded to the nearest tenth of a cent.

 

Callable Fixed Rate Notes

Due December 16, 2024

   

 

 

Summary

The information in this “Summary” section is qualified by the more detailed information set forth in this pricing supplement, the prospectus supplement and the prospectus.

Issuer:

The Toronto-Dominion Bank

Issue:

Senior Debt Securities, Series D

Type of Note:

Callable Fixed Rate Notes

CUSIP / ISIN:

89114TKN1 / US89114TKN18

Underwriter:

TD Securities (USA) LLC

Currency:

U.S. Dollars

Minimum Investment:

$1,000 and minimum denominations of $1,000 in excess thereof.

Principal Amount:

$1,000 per Note

Issue Price:

100% of the Principal Amount per Note

Pricing Date:

June 11, 2021

Issue Date:

June 16, 2021 which is three business days following the Pricing Date. Under Rule 15c6-1 of the Securities Exchange Act of 1934, as
amended (the “Exchange Act”), trades in the secondary market generally are required to settle in two business days (“T+2”), unless the parties to a trade expressly agree otherwise. Accordingly, purchasers who wish to trade the Notes in the
secondary market on any date prior to two business days before delivery of the Notes will be required, by virtue of the fact that each Note initially will settle in three business days (“T+3”), to specify alternative settlement arrangements
to prevent a failed settlement of the secondary market trade.

Maturity Date:

December 16, 2024, subject to redemption by TD prior to the Maturity Date as set forth below under “Redemption”.

Payment at Maturity

If the Notes have not been redeemed by us, as described elsewhere in this pricing supplement, TD will pay you the Principal Amount of your…



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