Filed Pursuant to Rule 433
Registration Statement No. 333-196343
October 30, 2014
THE TORONTO-DOMINION BANK
US$500,000,000 FLOATING RATE SENIOR MEDIUM-TERM NOTES, SERIES A, DUE 2019
FINAL TERM SHEET
DATED OCTOBER 30, 2014
This final term sheet supplements the information set forth under the caption “Terms of the Notes” in the Preliminary Pricing Supplement dated October 30, 2014, the caption “Description of the Notes We May Offer” in the Prospectus Supplement dated June 6, 2014 and the caption “Description of the Debt Securities” in the Short Form Base Shelf Prospectus dated June 6, 2014.
| Issuer: | The Toronto-Dominion Bank | |
| Issue: | Floating Rate Senior Medium-Term Notes, Series A, due 2019 (the “Notes”) | |
| Expected Ratings1: | Moody’s Investors Service: Aa1 (outlook: negative) / Standard & Poor’s: AA- (outlook: negative) | |
| Principal Amount: | US$500,000,000 | |
| Issue Price: | 100% | |
| Trade Date: | October 30, 2014 | |
| Settlement Date (T+4)2: | November 5, 2014 (DTC) | |
| Maturity Date: | November 5, 2019 | |
| Minimum Denomination: | US$2,000 and multiples of US$1,000 | |
| Base Rate: | USD LIBOR | |
| Index Maturity: | Three months | |
| Spread: | +56 basis points | |
| Commissions: | 0.35% | |
| Interest Payment Dates and Interest Reset Dates: | Quarterly, on February 5, May 5, August 5 and November 5 of each year, beginning February 5, 2015. | |
| 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 will be required, by virtue of the fact that the Notes initially will settle in four business days (T+4), 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 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 30 nor more than 60 calendar days’ notice 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 Book-Runners: | TD Securities (USA) LLC Goldman, Sachs & Co. J.P. Morgan Securities LLC Morgan Stanley & Co. LLC Wells Fargo Securities, LLC | |
| Co-Managers: | Desjardins Securities Inc. Barclays Capital Inc. Lloyds Securities Inc. | |
| CUSIP / ISIN: | 89114QAW8 / US89114QAW87 | |
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 Book-Runners 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 1-855-495-9846, Goldman, Sachs & Co. at 1-866-471-2526, J.P. Morgan Securities LLC collect at 212-834-4533, Morgan Stanley & Co. LLC at 1-866-718-1649 or Wells Fargo Securities, LLC toll-free at 1-800-645-3751.