Filed Pursuant to Rule 424(b)(2)
Registration Statement No. 333-275898
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The information in this preliminary terms supplement is not complete and may be changed.
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Preliminary Terms Supplement
Subject to Completion:
Dated March 28, 2024 Pricing Supplement Dated April __, 2024 to the Product Prospectus Supplement ERN-ES-1, the Prospectus Supplement and the
Prospectus, Each Dated December 20, 2023
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$_________
Notes Linked to a Basket of Ten Equity
Securities, Due February 3, 2028
Royal Bank of Canada
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Basket Component
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Component Weight
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Initial Price*
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American Tower Corporation ("AMT")
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1/10
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Chevron Corporation ("CVX")
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1/10
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Duke Energy Corporation ("DUK")
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1/10
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International Business Machines Corporation ("IBM")
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1/10
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The Coca-Cola Company ("KO")
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1/10
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Lockheed Martin Corporation ("LMT")
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1/10
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McDonald's Corporation ("MCD")
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1/10
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Pfizer Inc. ("PFE")
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1/10
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The Procter & Gamble Company ("PG")
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1/10
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Verizon Communications Inc. ("VZ")
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1/10
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The Notes provide a return equal to at least 115% of the Percentage Change (to be determined on the Trade Date) if the value of the Basket increases from the Initial Basket Level to the Final Basket Level.
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If the Final Basket Level is less than or equal to the Initial Basket Level, the investor will receive the principal amount at maturity, and no additional payment.
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All payments on the Notes are subject to our credit risk.
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The Notes do not pay interest.
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The Notes will not be listed on any securities exchange.
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Per Note
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Total
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Price to public(1)
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100.00%
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$
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Underwriting discounts and commissions(1)
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1.00%
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$
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Proceeds to Royal Bank of Canada
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99.00%
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$
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Notes Linked to a Basket of Ten Equity
Securities
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General:
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This terms supplement relates to an offering of Notes (the “Notes”) linked to a basket (the “Basket”) of ten equity securities (the “Basket Components”). The Basket
Components, their respective Component Weights and their Initial Prices are indicated on the cover page of this document.
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Issuer:
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Royal Bank of Canada (the “Bank”)
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Underwriter:
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RBC Capital Markets, LLC (“RBCCM”)
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Denominations:
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$1,000 and minimum denominations of $1,000 in excess thereof
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Trade Date (Pricing
Date):
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April 30, 2024
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Issue Date:
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May 3, 2024
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Valuation Date:
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January 31, 2028
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Maturity Date:
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February 3, 2028, subject to extension for market and other disruptions, as described in the product prospectus supplement dated December 20, 2023.
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Interest Payments:
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None. No payments will be made on the Notes prior to the maturity date.
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Payment at Maturity
(if held to maturity):
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If the Final Basket Level is greater than the Initial Basket Level (that is, the Percentage Change is positive), then the
investor will receive, for each $1,000 in principal amount:
$1,000 + [$1,000 x (Percentage Change x Participation Rate)]
If the Final Basket Level is less than or equal to the Initial Basket Level, then the investor will receive a cash amount
equal to the principal amount only.
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Initial Basket Level:
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The Initial Basket Level will be set to 100 on the Trade Date.
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Final Basket Level:
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The Final Basket Level will be calculated as follows:
100 × [1 + (the sum of, for each Basket Component, the Basket Component return multiplied by its Component Weight)]
Each of the Basket Component returns set forth above refers to the percentage change from the applicable Initial Stock Price to the applicable Final Stock Price, calculated as follows:
Final Price – Initial Price
Initial Price
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Percentage Change:
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The Percentage Change of the Basket, expressed as a percentage and rounded to two decimal places, will be equal to:
Final Basket Level – Initial Basket Level
Initial Basket Level
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Initial Price:
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The closing price per share of a Basket Component on the Trade Date, as will be set forth on the cover page of the final pricing supplement for the Notes.
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Final Price:
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The closing price per share of a Basket Component on the Valuation Date.
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Participation Rate:
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At least 115% (to be determined on the Trade Date)
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Notes Linked to a Basket of Ten Equity
Securities
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Calculation Agent:
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RBCCM
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U.S. Tax Treatment:
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We intend to take the position that the Notes will be treated as debt instruments subject to the special tax rules governing contingent payment debt instruments for U.S.
federal income tax purposes. Please see the section below, “Supplemental Discussion of U.S. Federal Income Tax Consequences” which applies to the Notes.
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Secondary Market:
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RBCCM (or one of its affiliates), though not obligated to do so, may maintain a secondary market in the Notes after the issue date. The
amount that you may receive upon sale of your Notes prior to maturity may be substantially less than the principal amount of your Notes.
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Listing:
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The Notes will not be listed on any securities exchange.
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Clearance and
Settlement:
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DTC global (including through its indirect participants Euroclear and Clearstream, Luxembourg as described under “Ownership and Book-Entry Issuance” in the prospectus
dated December 20, 2023).
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Terms Incorporated
in the Master Note:
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All of the terms appearing on the cover page and above the item captioned “Secondary Market” in this section and the terms appearing under the caption “General Terms of
the Notes” in the product prospectus supplement, as modified by this terms supplement.
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Notes Linked to a Basket of Ten Equity
Securities
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Notes Linked to a Basket of Ten Equity
Securities
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Example 1—
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Calculation of the Payment at Maturity where the Percentage Change is positive.
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Percentage Change:
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10%
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Payment at Maturity:
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$1,000 + [$1,000 x (10% x 115%)] = $1,000 + $115 = $1,115
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On a $1,000 investment, a 10% Percentage Change results in a Payment at Maturity of $1,115, an 11.5% return on the Notes.
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Example 2—
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Calculation of the Payment at Maturity where the Percentage Change is negative.
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Percentage Change:
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-20%
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Payment at Maturity:
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At maturity, even though the Percentage Change is negative, you will receive the principal amount of your Notes at maturity.
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On a $1,000 investment, a -20% Percentage Change results in a Payment at Maturity of $1,000, a 0% return on the Notes.
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Notes Linked to a Basket of Ten Equity
Securities
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Hypothetical Final
Basket Level
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Payment at Maturity as
Percentage of Principal
Amount
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Payment at Maturity
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150.00
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157.50%
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$1,575.00
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140.00
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146.00%
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$1,460.00
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130.00
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134.50%
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$1,345.00
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120.00
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123.00%
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$1,230.00
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110.00
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111.50%
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$1,115.00
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100.00
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100.00%
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$1,000.00
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90.00
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100.00%
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$1,000.00
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80.00
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100.00%
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$1,000.00
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70.00
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100.00%
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$1,000.00
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60.00
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100.00%
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$1,000.00
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50.00
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100.00%
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$1,000.00
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40.00
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100.00%
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$1,000.00
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30.00
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100.00%
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$1,000.00
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20.00
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100.00%
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$1,000.00
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10.00
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100.00%
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$1,000.00
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0.00
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100.00%
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$1,000.00
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Notes Linked to a Basket of Ten Equity
Securities
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You May Not Earn a Positive Return on Your Investment – The payment you will receive at maturity will depend on whether the level of the Basket increases from the
Initial Basket Level to the Final Basket Level. If the level of the Basket decreases from the Initial Basket Level to the Final Basket Level, or remains unchanged from the Initial Basket Level, you will not receive any positive return
on the Notes and you will only receive the principal amount.
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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 as little as 0%, 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.
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Owning the Notes Is Not the Same as Owning the Basket Components — The return on your Notes is unlikely to reflect the return you would realize if you actually owned
shares of the Basket Components. For example, you will not receive or be entitled to receive any dividend payments or other distributions on these securities during the term of your Notes. As an owner of the Notes, you will not have
voting rights or any other rights that holders of these securities may have.
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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 value of the Basket increases after the
Trade Date. No assurance can be given as to what our financial condition will be at maturity of the Notes.
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Changes in the Value of One Basket Component May Be Offset by Changes in the Value of the Other Basket Components – A change in the value of one Basket Component may
not correlate with changes in the value of the other Basket Components. The value of one Basket Component may increase, while the value of the other Basket Components may not increase as much, or may even decrease. Therefore, in
determining the value of the Basket as of any time, increases in the value of one Basket Component may be moderated, or wholly offset, by lesser increases or decreases in the value of the other Basket Components.
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You Will Be Required to Include Income on the Notes Over Their Term Based Upon a Comparable Yield, Even Though You Will Not Receive Any Payments Until Maturity – We
intend to take the position that the Notes will be treated as debt instruments subject to the special tax rules governing contingent payment debt instruments for U.S. federal income tax purposes. Under such treatment, the Notes are
considered to be issued with original issue discount. You will be required to include income on the Notes over their term based upon a comparable yield, even though you will not receive any payments until maturity. You are urged to
review the section entitled “Supplemental Discussion of U.S. Federal Income Tax Consequences” and consult your own tax advisor.
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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
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Notes Linked to a Basket of Ten Equity
Securities
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The Initial Estimated Value of the Notes Will Be Less than the Price to the Public — The initial estimated value of the Notes that will be set forth on the cover page
of the final pricing supplement for the Notes will 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 prices of the Basket Components, the borrowing rate
we pay to issue securities of this kind, and the inclusion in the price to the public of the underwriting discount, the referral fee and the estimated 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 your Notes prior to maturity may be less than your original purchase price, as any such sale price would
not be expected to include the underwriting discount, the referral fee or the hedging costs relating to the Notes. In addition to bid-ask spreads, the value of the Notes determined by RBCCM for any secondary market price is expected to
be based on the secondary rate rather than the internal funding rate used to price the Notes and determine the initial estimated value. As a result, the secondary price will be less than if the internal funding rate was used. The Notes
are not designed to be short-term trading instruments. Accordingly, you should be able and willing to hold your Notes to maturity.
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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 Time the Terms of the Notes Are
Set — The initial estimated value of the Notes will be based on the value of our obligation to make the payments on the Notes, together with the mid-market value of the derivative embedded in the terms of the Notes. See
“Structuring the Notes” below. Our estimate will be based on a variety of assumptions, including our credit spreads, expectations as to dividends, interest rates and volatility, and the expected term of the Notes. These assumptions are
based on certain forecasts about future events, which may prove to be incorrect. Other entities may value the Notes or similar securities at a price that is significantly different than we do.
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Our Business Activities and Those of Our Affiliates May Create Conflicts of Interest — We and our affiliates expect to engage in trading activities related to the
Basket Components 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 share prices of
the Basket Components, 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 issuers of the Basket Components (the “Basket
Component Issuers”), 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
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Notes Linked to a Basket of Ten Equity
Securities
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You Must Rely on Your Own Evaluation of the Merits of an Investment Linked to the Basket Components — In the ordinary course of their business, our affiliates may have
expressed views on expected movements in the Basket Components, and may do so in the future. These views or reports may be communicated to our clients and clients of our affiliates. However, these views are subject to change from time
to time. Moreover, other professionals who transact business in markets relating to any Basket Component may at any time have significantly different views from those of our affiliates. For these reasons, you are encouraged to derive
information concerning the Basket Components from multiple sources, and you should not rely solely on views expressed by our affiliates.
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There Is No Affiliation Between the Basket Component Issuers and RBCCM, and RBCCM Is Not Responsible for any Disclosure by the Basket Component Issuers — We are not
affiliated with the Basket Component Issuers. However, we and our affiliates may currently, or from time to time in the future engage, in business with any Basket Component Issuer. Nevertheless, neither we nor our affiliates assume any
responsibilities for the accuracy or the completeness of any information that any other company prepares. You, as an investor in the Notes, should make your own investigation into the Basket Components.
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The Payments on the Notes Are Subject to Postponement Due to Market Disruption Events and Adjustments — The payment at maturity and the Valuation Date 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, see “General Terms of the Notes—Market Disruption
Events” in the product prospectus supplement.
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Notes Linked to a Basket of Ten Equity
Securities
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Notes Linked to a Basket of Ten Equity
Securities
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Notes Linked to a Basket of Ten Equity
Securities
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Notes Linked to a Basket of Ten Equity
Securities
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Notes Linked to a Basket of Ten Equity
Securities
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Notes Linked to a Basket of Ten Equity
Securities
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Notes Linked to a Basket of Ten Equity
Securities
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Notes Linked to a Basket of Ten Equity
Securities
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Notes Linked to a Basket of Ten Equity
Securities
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Notes Linked to a Basket of Ten Equity
Securities
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Notes Linked to a Basket of Ten Equity
Securities
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Notes Linked to a Basket of Ten Equity
Securities
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Notes Linked to a Basket of Ten Equity
Securities
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Notes Linked to a Basket of Ten Equity
Securities
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