Filed Pursuant to Rule 433
Registration No. 333-167637
Dated: July 7, 2011
Dated: July 7, 2011
THE TORONTO-DOMINION BANK
US$500,000,000 FLOATING RATE SENIOR MEDIUM-TERM NOTES, SERIES A, DUE 2014
FINAL TERM SHEET
DATED JULY 7, 2011
US$500,000,000 FLOATING RATE SENIOR MEDIUM-TERM NOTES, SERIES A, DUE 2014
FINAL TERM SHEET
DATED JULY 7, 2011
This final term sheet supplements the information set forth under the caption “Terms of the
Notes” in the Preliminary Pricing Supplement dated July 7, 2011, the caption “Description of the
Notes We May Offer” in the Prospectus Supplement dated June 22, 2011 and the caption “Description
of the Debt Securities” in the Short Form Base Shelf Prospectus dated July 7, 2010.
| Issuer: | The Toronto-Dominion Bank |
|
| Issue: | Floating Rate Senior Medium-Term Notes, Series A,
due 2014 |
|
| Expected Ratings1: | Moody’s Investors Service: Aaa / Standard &
Poor’s: AA- |
|
| Principal Amount: | US$500,000,000 |
|
| Issue Price: | 100.00% |
|
| Trade Date: | July 7, 2011 |
|
| Settlement Date (T+5)2: | July 14, 2011 (DTC) |
|
| Maturity Date: | July 14, 2014 |
|
| Minimum Denomination: | US$2,000 and multiples of US$1,000 |
|
| Base Rate: | USD LIBOR |
|
| Index Maturity: | Three months |
|
| Spread: | +30 basis points |
|
| Commissions: | 0.25% |
|
| Interest Payment Dates: | Quarterly, on January 14, April 14, July 14 and
October 14 of each year, beginning October 14,
2011. |
| 1 | A credit rating is not a recommendation to buy, sell or hold securities, and it may be subject to revision or withdrawal at any time by the assigning rating organization. | |
| 2 | Under Rule 15c6-1 of the Securities Exchange Act of 1934, trades in the secondary market generally are required to settle in three business days, unless the parties to such trade expressly agree otherwise. Accordingly, purchasers who wish to trade the Notes on the pricing date or the next succeeding business day will be required, by virtue of the fact that the Notes initially will settle in five business days (T+5), to specify alternative settlement arrangements to prevent a failed settlement. |
| Interest Determination Date: | The second London business day preceding the
applicable Interest Reset Date. |
|
| Record Dates for Interest Payments: |
The fifteenth calendar day prior to the
applicable Interest Payment Date. |
|
| Day Count Fraction: | Actual/360 |
|
| Optional Redemption by Holders of Notes: | None |
|
| Optional Redemption by the Issuer for Tax Reasons: |
In certain circumstances where the Issuer has or
will become obligated to pay additional amounts
(as described in the applicable pricing
supplement), the Issuer may, at its option,
redeem the Notes in whole, but not in part, at
any time before maturity, after giving not less
than 15 nor more than 45 calendar days’ notice to
the trustee under the indenture and to the
holders of the Notes, at a redemption price equal
to 100% of their principal amount together with
accrued interest, if any, to, but excluding, the
redemption date. |
|
| Listing: | None |
|
| Joint Lead Managers: | TD Securities (USA) LLC Goldman, Sachs & Co. Citigroup Global Markets Inc. Morgan Stanley & Co. LLC |
|
| Co-Managers: | BMO Capital Markets Corp. CIBC World Markets Corp. Credit Suisse Securities (USA) LLC Desjardins Securities Inc. HSBC Securities (USA) Inc. J.P. Morgan Securities LLC Lloyds Securities Inc. Merrill Lynch, Pierce, Fenner & Smith Incorporated National Bank of Canada Financial Inc. RBC Capital Markets, LLC Scotia Capital (USA) Inc. UBS Securities LLC Wells Fargo Securities, LLC |
|
| CUSIP / ISIN: | 89114Q AC2 / US89114QAC24 |
The Toronto-Dominion Bank (the “Issuer”) has filed a registration statement (including a
prospectus supplement and a short form base shelf prospectus) with the SEC for the offering to
which this communication relates. Before you invest, you should read those documents and the other
documents that the Issuer has filed with the SEC for more complete information about the Issuer and
this offering. You may obtain these documents for free by visiting EDGAR on the SEC website at
www.sec.gov. Alternatively, the joint lead managers will arrange to send you the pricing
supplement, when available, the prospectus supplement, and the short form base shelf prospectus if
you request them by contacting TD Securities (USA) LLC at 1-800-263-5292, Goldman, Sachs & Co. at
1-866-471-2526,Citigroup Global Markets Inc. toll- free at 1-877-858-5407, or Morgan Stanley & Co.
LLC at 1-866-718-1649.