|
Free Writing Prospectus
(To the Prospectus, the Prospectus Supplement and the Product Prospectus Supplement,
each dated September 14, 2021)
|
Filed Pursuant to Rule 433
Registration No. 333-259205
August 9, 2022
|
 Royal Bank of Canada |
$
Capped Barrier Return Enhanced Notes Due August 30, 2023
Linked to the Common Stock of PayPal Holdings, Inc.
Senior Global Medium-Term Notes, Series I
|
General
| • |
The Notes are designed for investors who seek a return of 1.5 times the appreciation of the common stock of PayPal Holdings, Inc. (the “Reference Asset”), subject to the Maximum Return set forth below. If the price
of the Reference Asset declines by no more than 30.00%, the Notes will repay the principal amount. However, if the Final Price is less than the Barrier Price, investors will lose 1% of their principal amount for each 1% that the Percentage
Change is less than 0%. Investors should also be willing to forgo interest and dividend payments.
|
| • |
Senior unsecured obligations of Royal Bank of Canada maturing August 30, 2023.(a)(b) Any payments on the Notes are subject to our credit risk.
|
| • |
Minimum denominations of $10,000 and integral multiples of $1,000 in excess thereof.
|
| • |
The Notes are expected to price on or about August 12, 2022(b) (the “Pricing Date”), and are expected to be issued on or about August 17, 2022(b) (the “issue date”).
|
|
Key Terms
|
Terms used in this free writing prospectus, but not defined herein, will have the meanings ascribed to them in the product prospectus supplement.
|
|
Issuer:
|
Royal Bank of Canada
|
|
Reference Asset:
|
The common stock of PayPal Holdings, Inc. (Bloomberg symbol: “PYPL”)
|
|
Payment at Maturity:
|
If the Final Price is greater than the Initial Price, you will receive a cash payment that provides you with a return equal to the Percentage Change multiplied by the Leverage
Factor, subject to the maximum return on the Notes. Accordingly, if the Percentage Change is positive, your payment per $1,000 in principal amount of the Notes will be calculated as follows, subject to the Maximum Return:
$1,000 + [$1,000 x (Percentage Change x Leverage Factor)]
If the Final Price is less than or equal to the Initial Price but is greater than or equal to the Barrier Price, resulting in a Percentage Change that is less than or equal to 0%
but greater than or equal -30.00%, you will receive the principal amount of the Notes at maturity.
If the Final Price is less than the Barrier Price, you will lose 1% of the principal amount of the Notes for every 1% that the Final Price is less than the Initial Price.
Accordingly, if the Percentage Change is less than -30.00%, your payment per $1,000 in principal amount of the Notes will be calculated as follows:
$1,000 + [$1,000 x Percentage Change]
In this case, you could lose up to 100% of the principal amount.
|
|
Percentage Change:
|
The performance of the Reference Asset from the Initial Price to the Final Price, calculated as follows:
Final Price – Initial Price
Initial Price
|
|
Leverage Factor:
|
1.5
|
|
Maximum Return:
|
37.20% ($1,372.00 per $1,000 in principal amount of the Notes)
|
|
Initial Price:
|
The closing price of the Reference Asset on the Pricing Date.
|
|
Final Price:
|
The average of the closing price of the Reference Asset on each of the Valuation Dates.
|
|
Barrier Price:
|
70% of the Initial Price.
|
|
Valuation Dates:
|
August 21, 2023, August 22, 2023, August 23, 2023, August 24, 2023 and August 25, 2023 (a)(b)
|
|
Maturity Date:
|
August 30, 2023(a)(b)
|
|
Calculation Agent:
|
RBC Capital Markets, LLC (“RBCCM”)
|
|
CUSIP/ISIN:
|
78016FRR7 / US78016FRR72
|
|
Estimated Value:
|
The initial estimated value of the Notes as of the Pricing Date is expected to be between $932.50 and $982.50 per $1,000 in principal amount, and will be less than the price to
the public. The final pricing supplement relating to the Notes will set forth our estimate of the initial value of the Notes as of the Pricing Date. The actual value of the Notes at any time will reflect many factors, cannot be predicted
with accuracy, and may be less than this amount.
|
| (a) |
Subject to postponement if a market disruption event occurs, as described under “General Terms of the Notes—Market Disruption Events” in the product prospectus supplement.
|
| (b) |
Expected. If we make any change to the expected Pricing Date and issue date, the Valuation Dates and the maturity date will be changed so that the stated term of the Notes remains the same.
|
|
Investing in the Notes involves a number of risks. See “Selected Risk Considerations” beginning on page FWP-4 of this free writing prospectus, and “Risk Factors” beginning on page PS-4 of the
product prospectus supplement, page S-2 of the prospectus supplement and page 1 of the prospectus.
|
The Notes will not be listed on any U.S. securities exchange or quotation system. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of the
Notes or determined that this free writing prospectus is truthful or complete. Any representation to the contrary is a criminal offense.
The Notes will not constitute deposits insured by the Canada Deposit Insurance Corporation, the U.S. Federal Deposit Insurance Corporation or any other Canadian or U.S. government agency or
instrumentality. The Notes are not subject to conversion into our common shares under subsection 39.2(2.3) of the Canada Deposit Insurance Corporation Act.
|
Price to Public1
|
Underwriting Commission2
|
Proceeds to Royal Bank of Canada
|
|
|
Per Note
|
$1,000
|
$10.00
|
$990.00
|
|
Total
|
$
|
$
|
$
|
| 1 |
Certain fiduciary accounts purchasing the Notes will pay a purchase price of $990.00 per Note, and the placement agents will forgo any fees with respect to sales made to those accounts. The price to the public for
all other purchases of the Notes is 100%.
|
| 2 |
JPMorgan Chase Bank, N.A., J.P. Morgan Securities LLC and their affiliates will act as placement agents for the Notes, and will receive a fee from the Issuer that will not exceed $10.00 per $1,000 in principal
amount of the Notes, but will forgo any fees for sales to certain fiduciary accounts.
|
Royal Bank of Canada has filed a registration statement (including a product prospectus supplement, a prospectus supplement, and a prospectus) with the SEC for the offering to which
this free writing prospectus relates. Before you invest, you should read those documents and the other documents relating to this offering that we have filed with the SEC for more complete information about us and this offering. You may obtain
these documents without cost by visiting EDGAR on the SEC website at www.sec.gov. Alternatively, Royal Bank of Canada, any agent or any dealer participating in this offering will arrange to send you the product prospectus supplement, the prospectus
supplement and the prospectus if you so request by calling toll-free at 1-877-688-2301.
You may revoke your offer to purchase the Notes at any time prior to the pricing as described on the cover of this free writing prospectus. We reserve the right to change the terms
of, or reject any offer to purchase the Notes prior to their issuance. In the event of any changes to the terms of the Notes, we will notify you and you will be asked to accept such changes in connection with your purchase. You may also choose to
reject such changes, in which case we may reject your offer to purchase.
ADDITIONAL TERMS OF THE NOTES
You should read this free writing prospectus together with the prospectus dated September 14, 2021, as supplemented by the prospectus supplement dated September 14, 2021 and the product prospectus
supplement dated September 14, 2021, relating to our Senior Global Medium-Term Notes, Series I, of which these Notes are a part. Capitalized terms used but not defined in this free writing prospectus will have the meanings given to them in the
product prospectus supplement. In the event of any conflict, this free writing prospectus will control. You should read this free writing prospectus carefully.
This free writing prospectus, together with the documents listed below, contains the terms of the Notes and supersedes all prior or contemporaneous oral statements as well as any other written
materials including preliminary or indicative pricing terms, correspondence, trade ideas, structures for implementation, sample structures, brochures or other educational materials of ours. You should carefully consider, among other things, the
matters set forth in “Risk Factors” in the prospectus supplement dated September 14, 2021 and in the product prospectus supplement dated September 14, 2021, as the Notes involve risks not associated with conventional debt securities. We urge you to
consult your investment, legal, tax, accounting and other advisors before you invest in the Notes. You may access these documents on the Securities and Exchange Commission (the “SEC”) website at www.sec.gov as follows (or if that address has changed,
by reviewing our filings for the relevant date on the SEC website):
Prospectus dated September 14, 2021:
Prospectus Supplement dated September 14, 2021:
Product Prospectus Supplement ERN-ES-1 dated September 14, 2021:
Our Central Index Key, or CIK, on the SEC website is 1000275. As used in this free writing prospectus, “Royal Bank,” “we,” “us,” or “our” refers to Royal Bank of Canada.
FWP-1
What Is the Total Return on the Notes at Maturity Assuming a Range of Performance for the Reference Asset?
The following table illustrates the hypothetical total return at maturity on the Notes. The “total return,” as used in this free writing prospectus, is the number, expressed as a percentage, that
results from comparing the payment at maturity per $1,000 in principal amount of the Notes to $1,000. The hypothetical total returns and examples set forth below are based on a hypothetical Initial Price of $100.00, a hypothetical Barrier Price of
$70.00, the Leverage Factor of 1.5, the Maximum Return of 37.20%, and hypothetical Final Prices as set forth below. The actual Initial Price and Barrier Price will be determined on the Pricing Date, and the actual Final Price will be determined
based on the arithmetic average of the closing price of the Reference Asset on each of the Valuation Dates.
The hypothetical total returns and examples set forth below are for illustrative purposes only and may not be the actual total returns applicable to a purchaser of the Notes. The numbers appearing in
the following table and examples have been rounded for ease of analysis. The examples below do not take into account any tax consequences from investing in the Notes.
|
Final Price
|
Percentage Change
|
Payment at Maturity
|
Total Return on the Notes
|
|
$160.00
|
60.00%
|
$1,372.00
|
37.20%
|
|
$145.00
|
45.00%
|
$1,372.00
|
37.20%
|
|
$130.00
|
30.00%
|
$1,372.00
|
37.20%
|
|
$124.80
|
24.80%
|
$1,372.00
|
37.20%
|
|
$120.00
|
20.00%
|
$1,300.00
|
30.00%
|
|
$115.00
|
15.00%
|
$1,225.00
|
22.50%
|
|
$110.00
|
10.00%
|
$1,150.00
|
15.00%
|
|
$105.00
|
5.00%
|
$1,075.00
|
7.50%
|
|
$100.00
|
0.00%
|
$1,000.00
|
0.00%
|
|
$95.00
|
-5.00%
|
$1,000.00
|
0.00%
|
|
$90.00
|
-10.00%
|
$1,000.00
|
0.00%
|
|
$85.00
|
-15.00%
|
$1,000.00
|
0.00%
|
|
$80.00
|
-20.00%
|
$1,000.00
|
0.00%
|
|
$70.00
|
-30.00%
|
$1,000.00
|
0.00%
|
|
$60.00
|
-40.00%
|
$600.00
|
-40.00%
|
|
$50.00
|
-50.00%
|
$500.00
|
-50.00%
|
|
$40.00
|
-60.00%
|
$400.00
|
-60.00%
|
|
$30.00
|
-70.00%
|
$300.00
|
-70.00%
|
|
$20.00
|
-80.00%
|
$200.00
|
-80.00%
|
|
$10.00
|
-90.00%
|
$100.00
|
-90.00%
|
|
$0.00
|
-100.00%
|
$0.00
|
-100.00%
|
FWP-2
Hypothetical Examples of Amounts Payable at Maturity
The following examples illustrate how the payments set forth in the table above are calculated.
Example 1: The price of the Reference Asset increases from the Initial Price to a Final Price of $105.00, resulting in a Percentage Change of 5.00%.
Because the Percentage Change is positive, the investor receives a payment at maturity of $1,075 per $1,000 in principal amount of the Notes, calculated as follows:
$1,000 + [$1,000 x (5.00% x 1.50)] = $1,075
Example 2: The price of the Reference Asset increases from the Initial Price to a Final Price of $160.00, resulting in a Percentage Change of
60.00%.
In this example, the Percentage Change multiplied by the Leverage Factor would result in a payment that is greater than the Maximum Return. Accordingly, the payment on the Notes would be $1,372.00 per
$1,000 in principal amount, representing the Maximum Return. In this case, the return on the Notes is less than the return represented by the Percentage Change multiplied by the Leverage Factor.
Example 3: The price of the Reference Asset decreases from the Initial Price to a Final Price of $90.00, resulting in a Percentage Change of
-10.00%.
Because the Percentage Change is negative, but is greater than or equal to -30.00%, the investor will receive a payment at maturity of $1,000 per $1,000 in principal amount of the Notes.
Example 4: The price of the Reference Asset decreases from the Initial Price to a Final Price of $50.00, resulting in a Percentage Change of
-50.00%.
Because the Percentage Change is less than -30.00%, the investor will receive a payment at maturity of $500 per $1,000 in principal amount of the Notes, calculated as follows:
$1,000 + [$1,000 x -50.00%] = $500.00
In this case, the payment on the Notes will be significantly less than the principal amount.
FWP-3
Selected Purchase Considerations
| • |
Appreciation Potential — The Notes provide the opportunity to receive a leveraged positive return if the price of the Reference Asset increases, up to the Maximum Return.
|
| • |
Limited Protection Against Loss — Payment at maturity of the principal amount of the Notes is protected against a decline in the Final Price, as compared to the Initial
Price, of up to 30.00%. If the Final Price is less than the Barrier Price, you will lose 1% of the principal amount for every 1% that the Final Price is less than the Initial Price.
|
Selected Risk Considerations
An investment in the Notes involves significant risks. Investing in the Notes is not equivalent to investing directly in the Reference Asset. These risks are explained in more detail in the section
“Risk Factors” beginning on page PS-4 of the product prospectus supplement. In addition to the risks described in the prospectus supplement and the product prospectus supplement, you should consider the following:
Risks Relating to the Terms and Structure of the Notes
| • |
You May Lose Some or All of the Principal Amount at Maturity – Investors in the Notes could lose all or a substantial portion of their principal amount if the price of the
Reference Asset decreases by more than 30%. If the Percentage Change is less than -30%, the payment that you will receive at maturity will represent a loss of 1% of the principal amount for each 1% that the Final Price is less than the
Initial Price, and you could lose up to 100% of the principal amount.
|
| • |
The Notes Do Not Pay Interest and Your Return May Be Lower than the Return on a Conventional Debt Security of Comparable Maturity – There will be no periodic interest
payments on the Notes as there would be on a conventional fixed-rate or floating-rate debt security having the same maturity. The return that you will receive on the Notes, which could be negative, may be less than the return you could earn
on other investments. Even if your return is positive, your return may be less than the return you would earn if you purchased one of our conventional senior interest bearing debt securities.
|
| • |
Your Potential Payment at Maturity Is Limited – The Notes will provide less opportunity to participate in increases in the price of the Reference Asset than an investment
in a security linked to the Reference Asset providing full participation in the appreciation, because the return on the Notes will not exceed the Maximum Return. Accordingly, your return on the Notes may be less than your return would be if
you made an investment in a security directly linked to the positive performance of the Reference Asset.
|
| • |
Payments on the Notes Are Subject to Our Credit Risk, and Changes in Our Credit Ratings Are Expected to Affect the Market Value of the Notes – The Notes are our senior
unsecured debt securities. As a result, your receipt of the amount due on the maturity date is dependent upon our ability to repay our obligations at that time. This will be the case even if the price of the Reference Asset increases after
the Pricing Date. No assurance can be given as to what our financial condition will be at the maturity of the Notes.
|
| • |
The Payments on the Notes Are Subject to Postponement Due to Market Disruption Events and Adjustments –The payment at maturity, the Valuation Dates and the Reference Asset
are subject to adjustment as described in the product prospectus supplement. For a description of what constitutes a market disruption event as well as the consequences of that market disruption event on a Valuation Date, see “General Terms
of the Notes—Market Disruption Events” in the product prospectus supplement.
|
| • |
The Tax Treatment of the Notes Is Uncertain — Significant aspects of the tax treatment of an investment in the Notes are uncertain. You should consult your tax adviser about
your tax situation.
|
Risks Relating to the Initial Estimated Value of the Notes
| • |
The Initial Estimated Value of the Notes Will Be Less than the Price to the Public – The initial estimated value that will be set forth in the final pricing supplement for
the Notes does not represent a minimum price at which we, RBCCM or any of our affiliates would be willing to purchase the Notes in any secondary market (if any exists) at any time. If you attempt to sell the Notes prior to maturity, their
market value may be lower than the price you paid for them and the initial estimated value. This is due to, among other things, changes in the price of the Reference Asset, the borrowing rate we pay to issue securities of this kind, and the
inclusion in the price to the public of the underwriting discount and the costs relating to our hedging of the Notes. These factors, together with various credit, market and economic factors over the term of the Notes, are expected to reduce
the price at which you may be able to sell the Notes in any secondary market and will affect the value of the Notes in complex and unpredictable ways. Assuming no change in market conditions or any other relevant factors, the price, if any,
at which you may be able to sell the Notes prior to maturity may be less than your original purchase price. The Notes are not designed to be short-term trading instruments. Accordingly, you should be able and willing to hold the Notes to
maturity.
|
FWP-4
| • |
The Initial Estimated Value of the Notes That We Will Provide in the Final Pricing Supplement Will Be an Estimate Only, Calculated as of the Pricing Date -- The value of the Notes at any time after the Pricing Date will vary based on many factors, including changes in market conditions, and cannot be predicted with accuracy. As a result, the actual value
you would receive if you sold the Notes in any secondary market, if any, should be expected to differ materially from the initial estimated value of the Notes.
|
Risks Relating to the Secondary Market for the Notes
| • |
There May Not Be an Active Trading Market for the Notes—Sales in the Secondary Market May Result in Significant Losses – There may be little or no secondary market for the
Notes. The Notes will not be listed on any securities exchange. RBCCM and our other affiliates may make a market for the Notes; however, they are not required to do so. RBCCM or any other affiliate of ours may stop any market-making
activities at any time. Even if a secondary market for the Notes develops, it may not provide significant liquidity or trade at prices advantageous to you. We expect that transaction costs in any secondary market would be high. As a
result, the difference between bid and asked prices for the Notes in any secondary market could be substantial.
|
| • |
Many Economic and Market Factors Will Impact the Value of the Notes—In addition to the price of the Reference Asset on any day, the value of the Notes will be affected by a
number of economic and market factors that may either offset or magnify each other, including:
|
| • |
the expected volatility of the Reference Asset;
|
| • |
the time to maturity of the Notes;
|
| • |
the dividend rate on the Reference Asset;
|
| • |
interest and yield rates in the market generally;
|
| • |
a variety of economic, financial, political, regulatory or judicial events; and
|
| • |
our creditworthiness, including actual or anticipated downgrades in our credit ratings.
|
Risks Relating to the Reference Asset
| • |
Owning the Notes Is Not the Same as Owning Shares of the Reference Asset — The return on the Notes may not reflect the return you would realize if you actually owned shares
of the Reference Asset. For instance, as a holder of the Notes, you will not have voting rights, rights to receive cash dividends or other distributions, or any other rights that holders of shares of the Reference Asset would have. Further,
you will not participate in any appreciation of the price of Reference Asset above 24.80%.
|
| • |
There Is No Affiliation Between Us and the Issuer of the Reference Asset, and We Are Not Responsible for any Disclosure by that Company — We are not affiliated with the
issuer of the Reference Asset. However, we and our affiliates may currently, or from time to time in the future engage in business with the issuer of the Reference Asset. Nevertheless, neither we nor our affiliates assume any
responsibilities for the accuracy or the completeness of any information about the Reference Asset that the issuer of the Reference Asset prepares. You, as an investor in the Notes, should make your own investigation into the Reference Asset
and the issuer of the Reference Asset. The issuer of the Reference Asset is not involved in this offering and has no obligation of any sort with respect to the Notes. The issuer of the Reference Asset has no obligation to take your
interests into consideration for any reason, including when taking any corporate actions that might affect the value of the Notes.
|
| • |
An Investment in the Notes Is Subject to Single Stock Risk — The price of the Reference Asset can rise or fall sharply due to factors specific to the Reference Asset and
its issuer, such as stock price volatility, earnings, financial conditions, corporate, industry and regulatory developments, management changes and decisions and other events, as well as general market factors, such as general stock market
volatility and levels, interest rates and economic and political conditions. We urge you to review financial and other information filed periodically with the SEC by the issuer of the Reference Asset.
|
| • |
The Payments on the Notes Are Subject to Anti-dilution Adjustments — For certain corporate events affecting the Reference Asset, the calculation agent may make adjustments
to the terms of the Notes. However, the calculation agent will not make such adjustments in response to all events that could affect the Reference Asset. If an event occurs that does not require the calculation agent to make such adjustments,
the value of the Notes may be materially and adversely affected. In addition, all determinations and calculations concerning any such adjustments will be made in the sole discretion of the calculation agent, which will be binding on you
absent manifest error. You should be aware that the calculation agent may make any such adjustment, determination or calculation in a manner that differs from that discussed in this free writing prospectus or the product prospectus supplement
as necessary to achieve an equitable result.
|
FWP-5
Risks Relating to Conflicts of Interest
| • |
The Business Activities of Royal Bank and Our Affiliates May Create Conflicts of Interest – We and our affiliates expect to engage in trading activities related to the
Reference Asset that are not for the account of holders of the Notes or on their behalf. These trading activities may present a conflict between the holders’ interests in the Notes and the interests we and our affiliates will have in their
proprietary accounts, in facilitating transactions, including options and other derivatives transactions, for their customers and in accounts under their management. These trading activities, if they influence the price of the Reference
Asset, could be adverse to the interests of the holders of the Notes. We and one or more of our affiliates may, at present or in the future, engage in business with the issuer of the Reference Asset, including making loans to or providing
advisory services. These services could include investment banking and merger and acquisition advisory services. These activities may present a conflict between our or one or more of our affiliates’ obligations, and your interests as a
holder of the Notes. Moreover, we and our affiliates may have published, and in the future expect to publish, research reports with respect to the Reference Asset. This research is modified from time to time without notice and may express
opinions or provide recommendations that are inconsistent with purchasing or holding the Notes. Any of these activities may affect the price of the Reference Asset and, therefore, the market value of the Notes.
|
Additionally, we or our affiliates may serve as issuer, agent or underwriter for additional issuances of securities with returns linked or related to changes in the price of the
Reference Asset. By introducing competing products into the marketplace in this manner, we could adversely affect the value of the Notes.
We may hedge our obligations under the Notes through certain affiliates, who would expect to make a profit on such hedge. We or our affiliates may adjust these hedges by, among other things,
purchasing or selling those assets at any time, including around the time of the Valuation Dates, which could have an impact on the return of the Notes. Because hedging our obligations entails risk and may be influenced by market forces beyond our or
our affiliates' control, such hedging may result in a profit that is more or less than expected, or it may result in a loss.
FWP-6
Information Regarding the Issuer of the Reference Asset
The Reference Asset is registered under the Securities Exchange Act of 1934 (the “Exchange Act”). Companies with securities registered under that Act are required to file periodically certain
financial and other information specified by the Securities and Exchange Commission (the “SEC”). Information provided to or filed with the SEC can be obtained through the SEC’s website at www.sec.gov. In addition, information regarding the
Reference Asset may be obtained from other sources including, but not limited to, press releases, newspaper articles and other publicly disseminated documents.
The following information regarding the issuer of the Reference Asset is derived from publicly available information. We have not independently verified the accuracy or completeness of reports filed by
the issuer of the Reference Asset with the SEC, information published by it on its website or in any other format, information about it obtained from any other source or the information provided below.
According to publicly available information, PayPal Holdings, Inc. operates as a technology platform company that enables digital and mobile payments on behalf of consumers and merchants.
The company’s common stock is listed on the Nasdaq under the ticker symbol “PYPL”.
FWP-7
The following graph sets forth the historical performance of the Reference Asset from January 1, 2017 through August 5, 2022. On August 5, 2022, the closing price of the Reference Asset was $95.32.
We obtained the information regarding the historical performance of the Reference Asset in the graph above from Bloomberg Financial Markets.
We have not independently verified the accuracy or completeness of the information obtained from Bloomberg Financial Markets. The historical performance of the Reference Asset should not be taken as an indication of
future performance, and no assurance can be given as to the closing price of the Reference Asset on any Valuation Date. We cannot give you assurance that the performance of the Reference Asset will not result in the loss of all or part of your
investment.
FWP-8
Supplemental Plan of Distribution
JPMorgan Chase Bank, N.A., J.P. Morgan Securities LLC and its affiliates will act as placement agents for the Notes and will receive a fee from the Issuer that will not exceed $10.00 per $1,000 in
principal amount of the Notes, but will forgo any fees for sales to certain fiduciary accounts. We or one of our affiliates will also pay an expected fee to a broker-dealer that is unaffiliated with us for providing certain electronic platform
services with respect to this offering.
We expect that delivery of the Notes will be made against payment for the Notes on or about August 17, 2022, which is more than two business days following the Pricing Date. Under Rule 15c6-1 of the
Exchange Act, trades in the secondary market generally are required to settle in two business days, unless the parties to any such trade expressly agree otherwise. Accordingly, purchasers who wish to trade the Notes on any date prior to two business
days before delivery will be required to specify alternative settlement arrangements to prevent a failed settlement.
In addition, RBCCM or another of its affiliates or agents may use this document in market-making transactions after the initial sale of the Notes, but is under no obligation to do so and may discontinue
any market-making activities at any time without notice.
The value of the Notes shown on your account statement will be based on RBCCM’s estimate of the value of the Notes if RBCCM or another of our affiliates were to make a market in the Notes (which it is
not obligated to do). That estimate will be based upon the price that RBCCM may pay for the Notes in light of then prevailing market conditions, our creditworthiness and transaction costs. For a period of approximately six months after the issue
date of the Notes, the price shown on your account statement may initially be higher than RBCCM’s estimated value of the Notes. This is because the estimated value of the Notes will reflect the reduction of the underwriting discount and our hedging
costs and profits; however, the value of the Notes shown on your account statement during that period is expected to be a higher amount, reflecting the amortization of RBCCM’s underwriting discount and our estimated profit from hedging the Notes.
After this period, if RBCCM repurchases your Notes, it expects to do so at prices that reflect its estimated value.
The Notes are our debt securities, the return on which is linked to the performance of the Reference Asset. As is the case for all of our debt securities, including our structured notes, the economic
terms of the Notes reflect our actual or perceived creditworthiness at the time of pricing. In addition, because structured notes result in increased operational, funding and liability management costs to us, we typically borrow the funds under
these Notes at a rate that is more favorable to us than the rate that we might pay for a conventional fixed or floating rate debt security of comparable maturity. This relatively lower implied borrowing rate, which is reflected in the economic terms
of the Notes, along with the fees and expenses associated with structured notes, typically reduces the initial estimated value of the Notes at the time the terms of the Notes are set.
In order to satisfy our payment obligations under the Notes, we may choose to enter into certain hedging arrangements (which may include call options, put options or other derivatives) on the issue date
with RBCCM or one of our other subsidiaries. The terms of these hedging arrangements take into account a number of factors, including our creditworthiness, interest rate movements, the volatility of the Reference Asset, and the tenor of the Notes.
The economic terms of the Notes depend in part on the terms of these hedging arrangements.
The lower implied borrowing rate, the underwriting commission and the hedging-related costs relating to the Notes reduce the economic terms of the Notes to you and result in the initial estimated value for the Notes
(estimated at the time the terms of the Notes are set) being less than their public offering price. See “Selected Risk Considerations—The Initial Estimated Value of the Notes Will Be Less than the Price to the Public” above.
FWP-9
U.S. Federal Income Tax Consequences
The following disclosure supplements, and to the extent inconsistent supersedes, the discussion in the product prospectus supplement dated September 14, 2021 under “Supplemental Discussion of U.S.
Federal Income Tax Consequences.”
In the opinion of our special U.S. tax counsel, Ashurst LLP, it would generally be reasonable to treat a Note with terms described herein as a pre-paid cash-settled derivative contract in respect of the
Reference Asset for U.S. federal income tax purposes, and the terms of the Notes require a holder (in the absence of a change in law or an administrative or judicial ruling to the contrary) to treat the Notes for all tax purposes in accordance with
such characterization. However, the U.S. federal income tax consequences of your investment in the Notes are uncertain and the Internal Revenue Service (the “IRS”) could assert that the Notes should be taxed in a manner that is different from that
described in the preceding sentence.
Under Section 871(m) of the Code, a “dividend equivalent” payment is treated as a dividend from sources within the United States. Such payments generally would be subject to a 30% U.S. withholding tax if paid to a non-U.S.
holder. Under U.S. Treasury Department regulations, payments (including deemed payments) with respect to equity-linked instruments (“ELIs”) that are “specified ELIs” may be treated as dividend equivalents if such specified ELIs reference an interest
in an “underlying security,” which is generally any interest in an entity taxable as a corporation for U.S. federal income tax purposes if a payment with respect to such interest could give rise to a U.S. source dividend. However, the IRS has issued
guidance that states that the U.S. Treasury Department and the IRS intend to amend the effective dates of the U.S. Treasury Department regulations to provide that withholding on dividend equivalent payments will not apply to specified ELIs that are
not delta-one instruments and that are issued before January 1, 2023. Based on our determination that the Notes are not delta-one instruments, non-U.S. holders should not be subject to withholding on dividend equivalent payments, if any, under the
Notes. However, it is possible that the Notes could be treated as deemed reissued for U.S. federal income tax purposes upon the occurrence of certain events affecting the Reference Asset or the Notes, and following such occurrence the Notes could be
treated as subject to withholding on dividend equivalent payments. Non-U.S. holders that enter, or have entered, into other transactions in respect of the Reference Asset or the Notes should consult their tax advisors as to the application of the
dividend equivalent withholding tax in the context of the Notes and their other transactions. If any payments are treated as dividend equivalents subject to withholding, we (or the applicable withholding agent) would be entitled to withhold taxes
without being required to pay any additional amounts with respect to amounts so withheld.
FWP-10