Free Writing Prospectus
(To the Prospectus dated September 7, 2018, the Prospectus Supplement dated
September 7, 2018, and the Product Prospectus Supplement dated September 7, 2018)
|
Filed Pursuant to Rule 433
Registration No. 333-227001
October 2, 2018
|
Royal Bank of Canada
|
$
Contingent Digital Return Barrier Notes
due January 8, 2020
Linked to the S&P 500® Index
Senior Global Medium Term Notes, Series H
|
· |
The Notes are designed for investors who seek a Contingent Digital Return at maturity based on the performance of the S&P 500® Index (the “Index”). Investors should be willing to forgo interest and dividend payments
and, if the Index declines by more than 15%, be willing to lose some or all of their principal.
|
· |
Senior unsecured obligations of Royal Bank of Canada maturing January 8, 2020.(a)(b)
|
· |
Minimum denominations of $10,000 and integral multiples of $1,000 in excess thereof.
|
· |
The Notes are expected to price on or about October 5, 2018(b) (the “pricing date”) and are expected to be issued on or about October 11, 2018(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:
|
S&P 500® Index (Bloomberg ticker symbol “SPX Index”)
|
Contingent Digital
Return:
|
7.76%
|
Payment at Maturity:
|
If the Percentage Change is greater than or equal to -15%, you will receive a cash payment that
provides you with a return equal to the Contingent Digital Return. Accordingly, if the Final Level is greater than or equal to the Barrier Level, your payment per $1,000 in principal amount of the Notes will be calculated as follows:
$1,000 + ($1,000 x Contingent Digital Return)
If the Percentage Change is less than -15%, you will receive at maturity, for each $1,000 in
principal amount, a payment calculated as follows:
$1,000 + ($1,000 x Percentage Change)
In this case, the payment that you will receive at maturity
will represent a loss of your principal that is proportionate to the decline in the level of the Index from the Initial Level to the Final Level. You will lose a significant portion, or possibly even all, of the principal amount.
Any payment on the Notes, including any repayment of
principal, is subject to the creditworthiness of the Issuer and is not guaranteed by any third party.
|
Barrier Level:
|
85% of the Initial Level.
|
Percentage Change:
|
The performance of the Index from the Initial Level to the Final Level, calculated as follows:
Final Level – Initial
Level
Initial Level
|
Initial Level:
|
The closing level of the Index on the pricing date.
|
Final Level:
|
The arithmetic average of the closing levels of the Index on each of the valuation dates.
|
Valuation Dates:
|
December 27, 2019, December 30, 2019, December 31 2019, January 2, 2020 and January 3, 2020 (the
“final valuation date”).(a)(b)
|
Maturity Date:
|
January 8, 2020 (a)(b)
|
Calculation Agent:
|
RBC Capital Markets, LLC (“RBCCM”)
|
CUSIP/ISIN:
|
78013XL55 / US78013XL553
|
Estimated Value:
|
The initial estimated value of the Notes as of the date of this document is $983.88 per $1,000 in
principal amount, which is less than the price to 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, which will not be more than $20 less than
this amount. 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.
|
Investing in the Notes involves a number of risks. See “Additional Risk
Factors Specific to the Notes” beginning on page PS-4 of the product prospectus supplement, “Risk Factors” beginning on page S-1 of the prospectus supplement and beginning on page 1 of the prospectus, and “Selected Risk Considerations”
beginning on page FWP-4 of this free writing 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 these securities 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
|
$11.20
|
$988.80
|
Total
|
$
|
$
|
$
|
RBC Capital Markets, LLC
|
JPMorgan Chase Bank, N.A.
|
J.P. Morgan Securities LLC
|
Placement Agents
|
|
Final Level
|
Percentage Change
|
Payment at
Maturity
|
Total Return on the
Notes
|
1,500
|
50.00%
|
$1,077.60
|
7.76%
|
1,400
|
40.00%
|
$1,077.60
|
7.76%
|
1,300
|
30.00%
|
$1,077.60
|
7.76%
|
1,200
|
20.00%
|
$1,077.60
|
7.76%
|
1,100
|
10.00%
|
$1,077.60
|
7.76%
|
1,050
|
5.00%
|
$1,077.60
|
7.76%
|
1,025
|
2.50%
|
$1,077.60
|
7.76%
|
1,000
|
0.00%
|
$1,077.60
|
7.76%
|
950
|
-5.00%
|
$1,077.60
|
7.76%
|
900
|
-10.00%
|
$1,077.60
|
7.76%
|
850
|
-15.00%
|
$1,077.60
|
7.76%
|
800
|
-20.00%
|
$800
|
-20.00%
|
700
|
-30.00%
|
$700
|
-30.00%
|
600
|
-40.00%
|
$600
|
-40.00%
|
500
|
-50.00%
|
$500
|
-50.00%
|
400
|
-60.00%
|
$400
|
-60.00%
|
300
|
-70.00%
|
$300
|
-70.00%
|
200
|
-80.00%
|
$200
|
-80.00%
|
100
|
-90.00%
|
$100
|
-90.00%
|
0
|
-100.00%
|
$0
|
-100.00%
|
· |
Appreciation Potential—The Notes provide the opportunity to
receive the Contingent Digital Return if the Final Level is greater than or equal to the Barrier Level.
|
· |
Limited Protection Against Loss — Payment at maturity of the principal amount of the Notes is protected against a decline in the Final Level, as compared to the Initial Level, of up to 15%. If the Final Level is
less than the Initial Level by more than 15%, you will lose an amount equal to 1% of the principal amount of your Notes for every 1% that the Percentage Change is less than 0%. Because the Notes are our senior unsecured
obligations, payment of any amount at maturity is subject to our ability to pay our obligations as they become due and is not guaranteed by any third party. For a description of the risks with respect to our credit, see “Selected
Risk Considerations—Credit of Issuer” in this free writing prospectus.
|
· |
Principal at Risk – Investors in the Notes could lose all
or a substantial portion of their principal amount if the level of the Index decreases by more than 15%. If the Percentage Change is less than -15%, the payment that you will receive at maturity will represent a loss of your
principal that is proportionate to the decline in the level of the Index from the Initial Level to the Final Level.
|
· |
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 bought 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 level of the Index than an investment in a security linked to the Index providing full participation in the appreciation, because any positive return on the Notes will
be fixed as the Contingent Digital 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 increases in the Index.
|
· |
Credit of Issuer – 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 level of the Index increases after the pricing
date. No assurance can be given as to what our financial condition will be at the maturity of 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 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 your Notes in any secondary market could be substantial.
|
· |
You Will Not Have Any Rights to the Securities Included in the
Index — As a holder of the Notes, you will not have voting rights or rights to receive cash dividends or other distributions or other rights that holders of securities included in the Index would have.
|
· |
Many Economic and Market Factors Will Impact the Value of the
Notes—In addition to the level of the Index 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 Index;
|
· |
the time to maturity of the Notes;
|
· |
the dividend rate on the securities included in the Index;
|
· |
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.
|
· |
The Estimated Initial Value of the Notes Will Be Less than the
Price to the Public – The estimated initial 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 estimated initial value. This is
due to, among other things, changes in the level of the Index, 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 your 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 your Notes to maturity.
|
· |
The Estimated Initial 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 estimated initial value of your Notes.
|
· |
We and Our Affiliates May Have Adverse Economic Interests to the
Holders of the Notes – We, RBCCM and our other respective affiliates trade the securities represented by the Index, and other financial instruments related to the Index, on a regular basis, for their accounts and for other
accounts under our or their management. We, RBCCM and our other affiliates may also issue or underwrite or assist unaffiliated entities in the issuance or underwriting of other securities or financial instruments that relate to the
Index. To the extent that we or any of our affiliates serves as issuer, agent or underwriter for such securities or financial instruments, our or their interests with respect to such products may be adverse to those of the holders of
the Notes. Any of these trading activities could potentially affect the performance of the Index and, accordingly, could affect the value of the Notes, and the amounts, if any, payable on the Notes.
|
· |
Inconsistent Research – Royal Bank or its affiliates may
issue research reports on securities that are, or may become, components of the Index. We may also publish research from time to time on financial markets and other matters that may influence the levels of the Index or the value of
the Notes, or express opinions or provide recommendations that may be inconsistent with the purchasing or holding the Notes or with the investment view implicit in the Notes or the Index. You should make your own independent
investigation of the merits of investing in the Notes and the Index.
|
· |
Market Disruption Events or Unavailability of the Level of the
Index 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 and the unavailability of the level of the Index on the valuation dates, see “General Terms of the Notes—Unavailability of the Level of the Reference Asset”
and “—Market Disruption Events” in the product prospectus supplement.
|