Subject To Completion, dated March 30, 2023
PRICING SUPPLEMENT No. WFC206 dated April __, 2023
(To Product Supplement No. WF2 dated March 28, 2023,
Prospectus Supplement dated September 14, 2021
and Prospectus dated September 14, 2021)
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Filed Pursuant to Rule 433
Registration Statement No. 333-259205
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Royal Bank of Canada
Senior Global Medium-Term Notes, Series I
Equity Index Linked Notes
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Market Linked Notes—Upside Participation to a Cap and Principal Return at Maturity
Notes Linked to the Nasdaq-100 Index® due November 2, 2026
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■ Linked to the Nasdaq-100 Index® (the "Index")
■ Unlike
ordinary debt securities, the notes do not pay interest. Instead, the notes provide for a maturity payment amount that may be greater than or equal to the principal amount of the notes, depending on the performance of the Index from the
starting level to the ending level. The maturity payment amount will reflect the following terms:
■ If the level of the Index increases, you will receive the principal amount plus a positive return equal to 100% of the percentage
increase in the level of the Index from the starting level to the ending level, subject to a maximum return at maturity of at least 25.50% (to be
determined on the pricing date) of the principal amount. As a result of the maximum return, the maximum maturity payment amount will be at least $1,255.00 per note
■ If the level of the Index remains flat or decreases, you will receive the principal amount, but you will not receive any positive return on your investment.
■ Repayment of principal at maturity regardless of Index performance (subject to issuer credit risk)
■ All
payments on the notes are subject to credit risk, and you will have no ability to pursue any securities included in the Index for payment; if Royal Bank of Canada, as issuer, defaults on its obligations, you could lose some or all of your
investment
■ No
periodic interest payments or dividends
■ No
exchange listing; designed to be held to maturity
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Original Offering Price
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Agent Discount(1)(2)
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Proceeds to Royal Bank of
Canada
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Per Note
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$1,000.00
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Up to $33.25
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$966.75
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Total
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(1) |
Wells Fargo Securities, LLC is the agent for the distribution of the notes and is acting as principal. See "Terms of the Notes—Agent" and "Estimated Value of the Notes" in this pricing supplement for further
information.
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(2) |
In addition to the foregoing, in respect of certain notes sold in this offering, our affiliate, RBC Capital Markets, LLC ("RBCCM"), may pay a fee of up to $1.00 per note to selected securities dealers in
consideration for marketing and other services in connection with the distribution of the notes to other securities dealers.
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Market Linked Notes—Upside Participation to a Cap and Principal Return at Maturity
Notes Linked to the Nasdaq-100 Index® due November 2, 2026
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Terms of the Notes
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Issuer:
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Royal Bank of Canada.
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Market Measure:
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Nasdaq-100 Index® (the "Index").
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Pricing Date*:
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April 27, 2023.
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Issue Date*:
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May 2, 2023.
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Original Offering
Price:
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$1,000 per note.
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Principal Amount:
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$1,000 per note. References in this pricing supplement to a "note" are to a note with a principal amount of $1,000.
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Maturity Payment
Amount:
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On the stated maturity date, you will be entitled to receive a cash payment per note in U.S. dollars equal to the maturity payment amount. The "maturity payment amount"
per note will equal:
• if the ending level is greater than the starting level: $1,000 plus the lesser of:
(i) $1,000 × index return × upside participation rate; and
(ii) the maximum return; or
• if the ending level is less than or equal to the starting level: $1,000
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All payments on the notes are subject to credit risk; if Royal Bank of Canada, as issuer, defaults on its obligations, you could lose some or all of your investment.
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Stated Maturity
Date*:
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November 2, 2026, subject to postponement. The notes are not subject to redemption by Royal Bank of Canada or repayment at the option of any holder of the notes prior to the
stated maturity date.
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Starting Level:
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____, the closing level of the Index on the pricing date.
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Closing Level:
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Closing level has the meaning set forth under "General Terms of the Notes—Certain Terms for Notes Linked to an Index—Certain Definitions" in the accompanying product
supplement.
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Ending Level:
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The "ending level" will be the closing level of the Index on the calculation day.
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Maximum Return:
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The "maximum return" will be determined on the pricing date and will be at least 25.50% of the principal amount per note (at least $255.00 per note). As a result of
the maximum return, the maximum maturity payment amount will be at least $1,255.00 per note.
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Upside
Participation Rate:
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100%.
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Index Return:
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The "index return" is the percentage change from the starting level to the ending level, measured as follows:
ending level – starting level
starting level
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Calculation Day*:
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October 26, 2026, subject to postponement.
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Market Disruption
Events and
Postponement
Provisions:
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The calculation day is subject to postponement due to non-trading days and the occurrence of a market disruption event. In addition, the stated maturity date will be
postponed if the calculation day is postponed and will be adjusted for non-business days.
For more information regarding adjustments to the calculation day and the stated maturity date, see "General Terms of the Notes—Consequences of a Market Disruption Event;
Postponement of a Calculation Day—Notes Linked to a Single Market Measure" and "—Payment Dates" in the accompanying product supplement. In addition, for information regarding the circumstances that may result in a market disruption event, see
"General Terms of the Notes—Certain Terms for Notes Linked to an Index—Market Disruption Events" in the accompanying product supplement.
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Calculation Agent:
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RBC Capital Markets, LLC ("RBCCM")
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Material Tax
Consequences:
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For a discussion of the material U.S. federal income and certain estate tax consequences of the ownership and disposition of the notes, see "United States Federal Tax Considerations", and
the section "United States Federal Tax Considerations" in the product supplement. For a discussion of the material Canadian federal
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Market Linked Notes—Upside Participation to a Cap and Principal Return at Maturity
Notes Linked to the Nasdaq-100 Index® due November 2, 2026
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income tax consequences relating to the notes, please see the section of the product supplement, "Canadian Federal Income Tax Consequences." | |||
Agent:
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Wells Fargo Securities, LLC ("WFS"). The agent will receive the agent discount set forth on the cover page of this document. The agent may resell the notes to other
securities dealers at the original offering price of the notes less a concession not in excess of $22.50 per note. Such securities dealers may include Wells Fargo Advisors (“WFA”) (the trade name of the retail brokerage business of WFS's
affiliates, Wells Fargo Clearing Services, LLC and Wells Fargo Advisors Financial Network, LLC). In addition to the concession allowed to WFA, WFS may pay $0.75 per note of the agent’s discount to WFA as a distribution expense fee for each
note sold by WFA.
In addition to the forgoing, in respect of certain notes sold in this offering, our affiliate, RBCCM, may pay a fee of up to $1.00 per note to selected securities dealers in
consideration for marketing and other services in connection with the distribution of the notes to other securities dealers.
WFS and/or RBCCM, and/or one or more of their respective affiliates expects to realize hedging profits projected by their proprietary pricing models to the extent they
assume the risks inherent in hedging our obligations under the notes. If WFS or any other dealer participating in the distribution of the notes or any of their affiliates conducts hedging activities for us in connection with the notes, that
dealer or its affiliates will expect to realize a profit projected by its proprietary pricing models from those hedging activities. Any such projected profit will be in addition to any discount, concession or fee received in connection with
the sale of the notes to you.
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Denominations:
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$1,000 and any integral multiple of $1,000.
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CUSIP:
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78016HWJ5
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* |
To the extent that we make any change to the expected pricing date or expected issue date, the calculation day and stated maturity date may also be changed in our discretion to ensure that the term of the notes
remains the same.
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Market Linked Notes—Upside Participation to a Cap and Principal Return at Maturity
Notes Linked to the Nasdaq-100 Index® due November 2, 2026
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Additional Information about the Issuer and the Notes
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• |
Product Supplement No. WF2 dated March 28, 2023:
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• |
Prospectus Supplement dated September 14, 2021:
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• |
Prospectus dated September 14, 2021:
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Market Linked Notes—Upside Participation to a Cap and Principal Return at Maturity
Notes Linked to the Nasdaq-100 Index® due November 2, 2026
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Estimated Value of the Notes
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Market Linked Notes—Upside Participation to a Cap and Principal Return at Maturity
Notes Linked to the Nasdaq-100 Index® due November 2, 2026
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Investor Considerations
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◾ |
seek exposure to any upside performance of the Index, without exposure to any decline in the Index, by:
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☐ |
participating 100% in the upside performance of the Index if the ending level is greater than the starting level, subject to the maximum return at maturity of at least 25.50% (to be determined on the pricing date) of the principal
amount; and
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☐ |
providing for the repayment of the principal amount at maturity regardless of the performance of the Index (subject to the credit risk of Royal Bank of Canada);
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◾ |
are willing to accept the risk that, if the ending level is less than or equal to the starting level, the notes will only pay the principal amount per note and will not receive any positive return on the notes at maturity;
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◾ |
are willing to forgo interest payments on the notes and dividends on the securities included in the Index; and
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are willing to hold the notes until maturity.
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seek a liquid investment or are unable or unwilling to hold the notes to maturity;
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anticipate that the ending level will be less than or equal to the starting level, or are unwilling or unable to accept the risk that, if it is, the notes will only pay the principal amount per note at maturity and will not receive any
positive return on the notes at maturity;
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◾ |
seek uncapped exposure to the upside performance of the Index;
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are unwilling to purchase notes with an estimated value as of the pricing date that is lower than the original offering price and that may be as low as the lower estimated value set forth on the cover page;
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seek current income;
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are unwilling to accept the risk of exposure to the Index;
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seek exposure to the Index but are unwilling to accept the risk/return trade-offs inherent in the maturity payment amount for the notes;
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are unwilling to accept the credit risk of Royal Bank of Canada to obtain exposure to the Index generally, or to the exposure to the Index that the notes provide specifically; or
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◾ |
prefer the lower risk of fixed income investments with comparable maturities issued by companies with comparable credit ratings.
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Market Linked Notes—Upside Participation to a Cap and Principal Return at Maturity
Notes Linked to the Nasdaq-100 Index® due November 2, 2026
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Determining Payment at Stated Maturity
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Market Linked Notes—Upside Participation to a Cap and Principal Return at Maturity
Notes Linked to the Nasdaq-100 Index® due November 2, 2026
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Selected Risk Considerations
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Market Linked Notes—Upside Participation to a Cap and Principal Return at Maturity
Notes Linked to the Nasdaq-100 Index® due November 2, 2026
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Market Linked Notes—Upside Participation to a Cap and Principal Return at Maturity
Notes Linked to the Nasdaq-100 Index® due November 2, 2026
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• |
Investing In The Notes Is Not The Same As Investing In The Index. Investing in the notes is not equivalent to investing in the Index. As an investor in the
notes, your return will not reflect the return you would realize if you actually owned and held the securities included in the Index for a period similar to the term of the notes because you will not receive any dividend payments,
distributions or any other payments paid on those securities. As a holder of the notes, you will not have any voting rights or any other rights that holders of the securities included in the Index would have.
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Historical Levels Of The Index Should Not Be Taken As An Indication Of The Future Performance Of The Index During The Term Of The Notes.
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Changes That Affect The Index May Adversely Affect The Value Of The Notes And The Maturity Payment Amount.
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We Cannot Control Actions By Any Of The Unaffiliated Companies Whose Securities Are Included In The Index.
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We And Our Affiliates Have No Affiliation With The Index Sponsor And Have Not Independently Verified Its Public Disclosure Of Information.
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•
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The calculation agent is our affiliate and may be required to make discretionary judgments that affect the return you receive on the notes. RBCCM,
which is our affiliate, will be the calculation agent for the notes. As calculation agent, RBCCM will determine any values of the Index and make any other determinations necessary to calculate any payments on the notes. In making these
determinations, RBCCM may be required to make discretionary judgments that may adversely affect any payments on the notes. See the sections entitled "General Terms of the Notes— Certain Terms for Notes Linked to an Index—Market
Disruption Events,"—Adjustments to an Index" and "—Discontinuance of an Index" in the accompanying
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Market Linked Notes—Upside Participation to a Cap and Principal Return at Maturity
Notes Linked to the Nasdaq-100 Index® due November 2, 2026
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The estimated value of the notes was calculated by us and is therefore not an independent third-party valuation.
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Research reports by our affiliates or any participating dealer or its affiliates may be inconsistent with an investment in the notes and may adversely affect the level of the Index.
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Business activities of our affiliates or any participating dealer or its affiliates with the companies whose securities are included in the Index may adversely affect the level of the
Index.
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Hedging activities by our affiliates or any participating dealer or its affiliates may adversely affect the level of the Index.
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Trading activities by our affiliates or any participating dealer or its affiliates may adversely affect the level of the Index.
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A participating dealer or its affiliates may realize hedging profits projected by its proprietary pricing models in addition to any selling concession and/or fee, creating a further
incentive for the participating dealer to sell the notes to you.
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Market Linked Notes—Upside Participation to a Cap and Principal Return at Maturity
Notes Linked to the Nasdaq-100 Index® due November 2, 2026
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Hypothetical Examples and Returns
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Hypothetical Maximum Return:
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25.50% or $255.00 per note (the lowest possible maximum return that may be determined on the pricing date)
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Hypothetical Starting Level:
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100.00
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Upside Participation Rate: |
100% |
Market Linked Notes—Upside Participation to a Cap and Principal Return at Maturity
Notes Linked to the Nasdaq-100 Index® due November 2, 2026
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Hypothetical
ending level
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Hypothetical
index return(1)
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Hypothetical
maturity payment
amount per note
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Hypothetical
pre-tax total
rate of return(2)
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200.00
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100.00%
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$1,255.00
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25.50%
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175.00
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75.00%
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$1,255.00
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25.50%
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150.00
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50.00%
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$1,255.00
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25.50%
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140.00
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40.00%
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$1,255.00
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25.50%
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130.00
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30.00%
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$1,255.00
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25.50%
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125.50
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25.50%
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$1,255.00
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25.50%
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120.00
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20.00%
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$1,200.00
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20.00%
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115.00
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15.00%
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$1,150.00
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15.00%
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110.00
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10.00%
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$1,100.00
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10.00%
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105.00
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5.00%
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$1,050.00
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5.00%
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100.00
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0.00%
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$1,000.00
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0.00%
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95.00
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-5.00%
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$1,000.00
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0.00%
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90.00
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-10.00%
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$1,000.00
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0.00%
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80.00
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-20.00%
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$1,000.00
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0.00%
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70.00
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-30.00%
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$1,000.00
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0.00%
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60.00
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-40.00%
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$1,000.00
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0.00%
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50.00
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-50.00%
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$1,000.00
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0.00%
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25.00
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-75.00%
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$1,000.00
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0.00%
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0.00
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-100.00%
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$1,000.00
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0.00%
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(1) |
The index return is equal to the percentage change from the starting level to the ending level (i.e., the ending level minus the starting level, divided by
the starting level).
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(2)
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The hypothetical pre-tax total rate of return is the number, expressed as a percentage, that results from comparing the maturity payment amount per note to the principal amount of $1,000.
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Market Linked Notes—Upside Participation to a Cap and Principal Return at Maturity
Notes Linked to the Nasdaq-100 Index® due November 2, 2026
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Index
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Hypothetical starting level:
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100.00
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Hypothetical ending level:
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105.00
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Hypothetical index return
(ending level – starting level)/starting level:
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5.00%
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Index
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Hypothetical starting level:
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100.00
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Hypothetical ending level:
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150.00
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Hypothetical index return
(ending level – starting level)/starting level:
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50.00%
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Index
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Hypothetical starting level:
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100.00
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Hypothetical ending level:
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95.00
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Hypothetical index return
(ending level – starting level)/starting level:
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-5.00%
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Market Linked Notes—Upside Participation to a Cap and Principal Return at Maturity
Notes Linked to the Nasdaq-100 Index® due November 2, 2026
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Market Linked Notes—Upside Participation to a Cap and Principal Return at Maturity
Notes Linked to the Nasdaq-100 Index® due November 2, 2026
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The Nasdaq-100 Index®
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• |
the security’s U.S. listing must be exclusively on the Nasdaq Global Select Market or the Nasdaq Global Market;
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• |
the security must be issued by a non-financial company;
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the security may not be issued by an issuer currently in bankruptcy proceedings;
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the security must generally be a common stock, ordinary share, American Depositary Receipt, or tracking stock (closed-end funds, convertible debentures, exchange traded funds, limited liability companies, limited partnership interests,
preferred stocks, rights, shares or units of beneficial interests, warrants, units and other derivative securities are not included in the NDX, nor are the securities of investment companies);
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the security must have a three-month average daily trading volume of at least 200,000 shares;
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if the security is issued by an issuer organized under the laws of a jurisdiction outside the United States, it must have listed options on a recognized market in the United States or be eligible for listed-options trading on a
recognized options market in the United States;
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the issuer of the security may not have entered into a definitive agreement or other arrangement which would likely result in the security no longer being eligible;
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the issuer of the security may not have annual financial statements with an audit opinion that is currently withdrawn; and
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the security must have traded for at least three full calendar months, not including the month of initial listing, on an “eligible exchange,” as determined under the index rules. A security that was added to the index as the result of a
spin-off event will be exempt from this requirement.
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the security’s U.S. listing must be exclusively on the Nasdaq Global Select Market or the Nasdaq Global Market;
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the security must be issued by a non-financial company;
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the security may not be issued by an issuer currently in bankruptcy proceedings;
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•
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the security must have an average daily trading volume of at least 200,000 shares in the previous three‑month trading period as measured annually during the ranking review process described below;
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Market Linked Notes—Upside Participation to a Cap and Principal Return at Maturity
Notes Linked to the Nasdaq-100 Index® due November 2, 2026
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• |
if the issuer of the security is organized under the laws of a jurisdiction outside the United States, then such security must have listed options on a recognized market in the United States or be eligible for listed‑options trading on a
recognized options market in the United States, as measured annually during the ranking review process;
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the issuer of the security may not have entered into a definitive agreement or other arrangement that would likely result in the security no longer being eligible;
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the security must have an adjusted market capitalization equal to or exceeding 0.10% of the aggregate adjusted market capitalization of the NDX at each month-end. In the event that a company does not meet this criterion for two
consecutive month-ends, it will be removed from the NDX effective after the close of trading on the third Friday of the following month;
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• |
the security that was added to the NDX as the result of a spin-off event has an adjusted market capitalization below 0.10% of the aggregated adjusted market capitalization of the NDX at the end of its second day of regular way trading as
an NDX member; and
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• |
the issuer of the security may not have annual financial statements with an audit opinion that is currently withdrawn.
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Market Linked Notes—Upside Participation to a Cap and Principal Return at Maturity
Notes Linked to the Nasdaq-100 Index® due November 2, 2026
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Market Linked Notes—Upside Participation to a Cap and Principal Return at Maturity
Notes Linked to the Nasdaq-100 Index® due November 2, 2026
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Market Linked Notes—Upside Participation to a Cap and Principal Return at Maturity
Notes Linked to the Nasdaq-100 Index® due November 2, 2026
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United States Federal Tax Considerations
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Accrual Period
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Interest Deemed to Accrue During
Accrual Period
(per $1,000 principal amount
of the Notes)
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Total Interest Deemed to Have Accrued
from Original Issue Date (per $1,000
principal amount
of the Notes)
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May 2, 2023 through December 31,
2023
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$
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$
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January 1, 2024 through December 31,
2024
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$
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$
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January 1, 2025 through December 31,
2025
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$
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$
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January 1, 2026 through November 2,
2026
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$
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$
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Market Linked Notes—Upside Participation to a Cap and Principal Return at Maturity
Notes Linked to the Nasdaq-100 Index® due November 2, 2026
|