Subject to Completion
Preliminary Term Sheet dated July 16, 2018
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Filed Pursuant to Rule 433
Registration Statement No. 333-208507 (To Prospectus dated January 8, 2016, Prospectus Supplement dated January 8, 2016 and Product Supplement STEPS-1 dated May 26, 2016) |
Units
$10 principal amount per unit
CUSIP No.
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Pricing Date*
Settlement Date*
Maturity Date*
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July , 2018
August , 2018
August , 2019
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*Subject to change based on the actual date the notes are priced for initial sale to the public (the “pricing date”)
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STEP Income Securities® Linked to the Common Stock of Facebook, Inc.
· Maturity of approximately one year and one week
· Interest payable quarterly at the rate of 8% per year
· A payment of [$0.10 to $0.50] per unit if the Underlying Stock increases to or above 108% of the Starting Value
· 1-to-1 downside exposure to decreases in the Underlying Stock, with up to 100% of your principal at risk
· All payments on the notes are subject to the credit risk of Royal Bank of Canada
· In addition to the underwriting discount set forth below, the notes include a hedging-related charge of $0.075 per unit. See “Structuring the Notes”.
· Limited secondary market liquidity, with no exchange listing
· The notes are unsecured debt securities and are not savings accounts or insured deposits of a bank. The notes are not insured or guaranteed by the Canada Deposit Insurance Corporation, the U.S. Federal Deposit Insurance Corporation, or any other governmental agency of Canada or the United States
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Per Unit
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Total
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Public offering price(1)(2)
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$10.000
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$
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Underwriting discount(2)
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$0.175
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$
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Proceeds, before expenses, to RBC
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$9.825
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$
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(1) |
Plus accrued interest from the scheduled settlement date, if settlement occurs after that date.
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(2) |
For any purchase of 500,000 units or more in a single transaction by an individual investor or in combined transactions with the investor's household in this offering, the public offering price and the underwriting discount will be $9.950 per unit and $0.125 per unit, respectively. See “Supplement to the Plan of Distribution” below.
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Are Not FDIC Insured
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Are Not Bank Guaranteed
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May Lose Value
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STEP Income Securities®
Linked to the Common Stock of Facebook, Inc., due August , 2019 |
Terms of the Notes
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Issuer:
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Royal Bank of Canada (“RBC”)
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Principal Amount:
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$10.00 per unit
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Term:
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Approximately one year and one week
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Market Measure:
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Common stock of Facebook, Inc. (the “Underlying Company”) (NASDAQ symbol: FB)
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Starting Value:
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The Volume Weighted Average Price on the pricing date.
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Volume Weighted
Average Price:
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The volume weighted average price (rounded to two decimal places) shown on page “AQR” on Bloomberg L.P. for trading in shares of the Underlying Stock taking place from approximately 9:30 a.m. to 4:05 p.m. on all U.S. exchanges.
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Ending Value:
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The Closing Market Price of the Underlying Stock on the valuation date, multiplied by the Price Multiplier. The valuation date is subject to postponement in the event of Market Disruption Events, as described beginning on page PS-18 of product supplement STEPS-1.
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Valuation Date:
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Approximately the fifth scheduled trading day immediately prior to the maturity date.
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Interest Rate:
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8% per year
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Interest Payment
Dates:
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On or about November , 2018, February , 2019, May , 2019 and August , 2019
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Step Payment:
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$0.10 to $0.50 per unit, which represents a return of [1.00% to 5.00%] of the principal amount. The actual Step Payment will be determined on the pricing date.
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Step Level:
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108% of the Starting Value, rounded to two decimal places
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Threshold Value:
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100% of the Starting Value
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Price Multiplier:
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1, subject to adjustment for certain corporate events relating to the Underlying Stock described beginning on page PS-20 of product supplement STEPS-1.
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Fees and Charges:
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The underwriting discount of $0.175 per unit listed on the cover page and the hedging related charge of $0.075 per unit described in “Structuring the Notes” on page TS-10.
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Calculation Agent:
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Merrill Lynch, Pierce, Fenner & Smith Incorporated (“MLPF&S”).
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STEP Income Securities®
Linked to the Common Stock of Facebook, Inc., due August , 2019 |
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Product supplement STEPS-1 dated May 26, 2016:
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§ |
Series G MTN prospectus supplement dated January 8, 2016:
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Prospectus dated January 8, 2016:
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You anticipate that the Ending Value will be greater than or equal to the Starting Value.
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You seek interest payments on your investment.
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You accept that the maximum return on the notes is limited to the sum of the quarterly interest payments and the Step Payment, if any.
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You accept that your investment may result in a loss, which could be significant, if the Ending Value is below the Starting Value.
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You are willing to forgo dividends or other benefits of owning shares of the Underlying Stock.
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You are willing to accept a limited or no market for sales prior to maturity, and understand that the market prices for the notes, if any, will be affected by various factors, including our actual and perceived creditworthiness, our internal funding rate and fees and charges on the notes.
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§
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You are willing to assume our credit risk, as issuer of the notes, for all payments under the notes, including the Redemption Amount.
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You anticipate that the Ending Value will be less than the Starting Value.
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You anticipate that the price of the Underlying Stock will increase substantially and do not want a payment at maturity that is limited to the Step Payment.
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You seek principal repayment or preservation of capital.
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In addition to interest payments, you seek an additional guaranteed return above the principal amount.
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You want to receive dividends or other distributions paid on the Underlying Stock.
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You seek an investment for which there will be a liquid secondary market.
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§
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You are unwilling or are unable to take market risk on the notes or to take our credit risk as issuer of the notes.
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We urge you to consult your investment, legal, tax, accounting, and other advisors before you invest in the notes.
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STEP Income Securities®
Linked to the Common Stock of Facebook, Inc., due August , 2019 |
1) |
a Starting Value of 100;
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2) |
a Threshold Value of 100;
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3) |
a Step Level of 108;
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4) |
a Step Payment of $0.30 per unit (the midpoint of the Step Payment range of [$0.10 to $0.50] per unit);
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5) |
an expected term of the notes of approximately one year and one week; and
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6) |
the interest rate of 8% per year.
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STEP Income Securities®
Linked to the Common Stock of Facebook, Inc., due August , 2019 |
Example 1
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Example 2
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Example 3
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The Ending Value is
greater than or equal to
the Step Level
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The Ending Value is
less than the Step Level
but greater than or
equal to the Starting
Value
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The Ending Value is
less than the Starting
Value and the
Threshold Value
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Starting Value
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100.00
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100.00
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100.00
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Ending Value
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115.00
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105.00
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70.00
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Step Level
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108.00
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108.00
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108.00
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Threshold Value
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100.00
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100.00
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100.00
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Interest Rate (per year)
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8.00%
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8.00%
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8.00%
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Step Payment
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$0.30
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$0.00
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$0.00
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Redemption Amount per Unit
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$10.30
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$10.00
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$7.00
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Total Return of the Underlying Stock(1)
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15.00%
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5.00%
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-30.00%
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Total Return on the Notes(2)
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11.07%
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8.07%
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-21.93%
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(1) |
The total return of the Underlying Stock assumes:
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(a) |
the percentage change in the price of the Underlying Stock from the Starting Value to the Ending Value;
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(b) |
a constant dividend yield of 0.00% per year; and
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(c) |
no transaction fees or expenses.
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(2) |
The total return on the notes includes interest paid on the notes and assumes an expected term of the notes of approximately one year and one week.
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STEP Income Securities®
Linked to the Common Stock of Facebook, Inc., due August , 2019 |
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Depending on the performance of the Underlying Stock as measured shortly before the maturity date, your investment may result in a loss; there is no guaranteed return of principal.
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Your return on the notes may be less than the yield you could earn by owning a conventional fixed or floating rate debt security of comparable maturity.
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Payments on the notes are subject to our credit risk, and actual or perceived changes in our creditworthiness are expected to affect the value of the notes. If we become insolvent or are unable to pay our obligations, you may lose your entire investment.
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You will not receive a Step Payment at maturity unless the Ending Value is greater than or equal to the Step Level.
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Your investment return is limited to the return represented by the periodic interest payments over the term of the notes and the Step Payment, if any, and may be less than a comparable investment directly in the Underlying Stock.
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The initial estimated value of the notes is an estimate only, determined as of a particular point in time by reference to our and our affiliates’ pricing models. These pricing models consider certain assumptions and variables, including our credit spreads, our internal funding rate on the pricing date, mid-market terms on hedging transactions, expectations on interest rates and volatility, price-sensitivity analysis, and the expected term of the notes. These pricing models rely in part on certain forecasts about future events, which may prove to be incorrect.
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The public offering price you pay for the notes will exceed the initial estimated value. If you attempt to sell the notes prior to maturity, their market value may be lower than the price you paid for them and lower than the initial estimated value. This is due to, among other things, changes in the price of the Underlying Stock, our internal funding rate, and the inclusion in the public offering price of the underwriting discount and the hedging related charge, all as further described in “Structuring the Notes” on page TS-10. 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.
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The initial estimated value does not represent a minimum or maximum price at which we, MLPF&S or any of our affiliates would be willing to purchase your notes in any secondary market (if any exists) at any time. The value of your notes at any time after issuance will vary based on many factors that cannot be predicted with accuracy, including the performance of the Underlying Stock, our creditworthiness and changes in market conditions.
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A trading market is not expected to develop for the notes. Neither we nor MLPF&S is obligated to make a market for, or to repurchase, the notes. There is no assurance that any party will be willing to purchase your notes at any price in any secondary market.
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Our business, hedging and trading activities, and those of MLPF&S and our respective affiliates (including trades in shares of the Underlying Stock), and any hedging and trading activities we, MLPF&S or our respective affiliates engage in for our clients’ accounts, may affect the market value and return of the notes and may create conflicts of interest with you.
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The Underlying Company will have no obligations relating to the notes, and neither we nor MLPF&S will perform any due diligence procedures with respect to the Underlying Company in connection with this offering.
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You will have no rights of a holder of the Underlying Stock, and you will not be entitled to receive shares of the Underlying Stock or dividends or other distributions by the Underlying Company.
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While we, MLPF&S or our respective affiliates may from time to time own securities of the Underlying Company, we, MLPF&S and our respective affiliates do not control the Underlying Company, and have not verified any disclosure made by the Underlying Company.
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The Redemption Amount will not be adjusted for all corporate events that could affect the Underlying Stock. See “Description of the Notes—Anti-Dilution Adjustments” beginning on page PS-20 of product supplement STEPS-1.
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There may be potential conflicts of interest involving the calculation agent, which is MLPF&S. We have the right to appoint and remove the calculation agent.
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The U.S. federal income tax consequences of the notes are uncertain, and may be adverse to a holder of the notes. See “Summary of U.S. Federal Income Tax Consequences” below and “U.S. Federal Income Tax Summary” beginning on page PS-34 of product supplement STEPS-1. For a discussion of the Canadian federal income tax consequences of investing in the notes, see "Tax Consequences—Canadian Taxation" in the prospectus dated January 8, 2016.
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STEP Income Securities®
Linked to the Common Stock of Facebook, Inc., due August , 2019 |
High ($)
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Low ($)
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2012
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Second Quarter
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38.37
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25.87
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Third Quarter
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32.17
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17.73
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Fourth Quarter
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28.24
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18.99
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2013
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First Quarter
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32.46
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25.14
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Second Quarter
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28.97
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22.90
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Third Quarter
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51.24
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24.37
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Fourth Quarter
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57.96
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44.82
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2014
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First Quarter
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72.03
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53.53
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Second Quarter
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67.60
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56.14
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Third Quarter
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79.04
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62.76
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Fourth Quarter
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81.45
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72.63
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2015
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First Quarter
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85.31
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74.05
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Second Quarter
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88.86
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77.46
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Third Quarter
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98.39
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82.09
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Fourth Quarter
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109.01
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90.95
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2016
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First Quarter
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116.14
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94.16
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Second Quarter
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120.50
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108.76
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Third Quarter
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131.05
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114.00
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Fourth Quarter
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133.28
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115.05
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2017
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First Quarter
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142.65
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116.86
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Second Quarter
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155.07
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139.39
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Third Quarter
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173.51
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148.43
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Fourth Quarter
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183.03
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168.42
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2018
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First Quarter
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193.09
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152.22
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Second Quarter
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202.00
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155.10
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Third Quarter (through July 11, 2018)
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204.74
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192.73
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STEP Income Securities®
Linked to the Common Stock of Facebook, Inc., due August , 2019 |
STEP Income Securities®
Linked to the Common Stock of Facebook, Inc., due August , 2019 |
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the investor’s spouse (including a domestic partner), siblings, parents, grandparents, spouse’s parents, children and grandchildren, but excluding accounts held by aunts, uncles, cousins, nieces, nephews or any other family relationship not directly above or below the individual investor;
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a family investment vehicle, including foundations, limited partnerships and personal holding companies, but only if the beneficial owners of the vehicle consist solely of the investor or members of the investor’s household as described above; and
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a trust where the grantors and/or beneficiaries of the trust consist solely of the investor or members of the investor’s household as described above; provided that, purchases of the notes by a trust generally cannot be aggregated together with any purchases made by a trustee’s personal account.
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STEP Income Securities®
Linked to the Common Stock of Facebook, Inc., due August , 2019 |
STEP Income Securities®
Linked to the Common Stock of Facebook, Inc., due August , 2019 |
§ |
There is no statutory, judicial, or administrative authority directly addressing the characterization of the notes.
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You agree with us (in the absence of an administrative determination, or judicial ruling to the contrary) to characterize and treat the notes for all tax purposes as an income-bearing pre-paid cash settled derivative contract linked to the Underlying Stock.
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Under this characterization and tax treatment of the notes, we intend to take the position that the stated periodic interest payments constitute taxable ordinary income to a U.S. holder (as defined on page 27 of the prospectus) at the time received or accrued in accordance with the U.S. holder’s regular method of accounting. Upon receipt of a cash payment at maturity or upon a sale or exchange of the notes prior to maturity (other than amounts representing accrued stated periodic interest payments), a U.S. holder generally will recognize capital gain or loss. This capital gain or loss generally will be long-term capital gain or loss if you hold the notes for more than one year.
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No assurance can be given that the IRS or any court will agree with this characterization and tax treatment.
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Under current Internal Revenue Service guidance, withholding on “dividend equivalent” payments (as discussed in the product supplement), if any, will not apply to notes that are issued as of the date of this pricing supplement unless such notes are “delta-one” instruments.
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STEP Income Securities®
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TS-11
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