The information in this pricing supplement is not complete and may be changed.
This pricing supplement is not an offer to sell nor does it seek an offer to buy these securities in any jurisdiction where the offer or sale is not permitted. |
|||
SUBJECT TO COMPLETION, DATED NOVEMBER 9, 2018
|
Filed Pursuant to Rule 433
|
||
Registration No. 333-227001
|
Agent:
|
Wells Fargo Securities, LLC. The agent may make sales through its affiliates or selling agents.
|
||
Principal Amount:
|
Each security will have a principal amount of $1,000. The securities are not principal-protected. You may lose up to 85% of the
principal amount of the securities.
|
||
Pricing Date:
|
November 30, 2018*
|
||
Original Issue Date:
|
December 5, 2018*
|
||
Valuation Date:
|
November 28, 2023*, subject to postponement as described below.
|
||
Maturity Date:
|
December 5, 2023*, subject to postponement as described below.
|
||
Interest:
|
We will not pay you interest during the term of the securities.
|
||
Index:
|
The return on the securities is linked to the performance of the Russell 2000® Index (Bloomberg symbol: RTY), which we refer to as the Index.
|
||
Payment at Maturity:
|
The amount you receive at maturity, for each security you own, will depend upon the change in the level of the
Index based on the Final Index Level relative to the Initial Index Level, and whether or not the Final Index Level is below the Buffer Level.
(i)If the
Final Index Level is greater than the Initial Index Level, the maturity payment amount per security will equal the lesser of:
|
||
(a) $1,000 + ($1,000 x
|
Final Index Level – Initial Index Level
|
x Participation Rate); and
|
|
Initial Index Level
|
|||
(b) the maximum maturity payment amount
(ii) If the Final Index Level is equal to or less than the Initial Index Level but greater than or equal to the Buffer Level, the
maturity payment amount per security will equal $1,000.
(iii) If the Final Index Level is less than the Buffer Level, the maturity payment amount per security will equal:
|
|||
$1,000 – ( $1,000 x
|
Buffer Level – Final Index Level
|
)
|
|
Initial Index Level
|
|||
In such a case, you
will lose up to 85% of your principal.
|
|||
Maximum Maturity Payment Amount:
|
[$1,500.00 - $1,550.00] per security (to be determined on the pricing date)
|
||
Participation Rate:
|
125%
|
||
Initial Index Level:
|
The closing level of the Index on the pricing date.
|
||
Final Index Level:
|
The closing level of the Index on the valuation date.
|
||
Buffer Level:
|
85% of the Initial Index Level.
|
||
Listing:
|
The securities will not be listed on any securities exchange.
|
||
CUSIP Number:
|
78013XR34
|
|
Per Security
|
|
Total
|
Public Offering Price
|
$1,000.00
|
|
$•
|
Maximum Underwriting Discount and Commission (1)
|
$46.00
|
|
$•
|
Minimum Proceeds to Royal Bank of Canada
|
$954.00
|
|
$•
|
· |
If the Final Index Level is greater than the Initial
Index Level, the maturity payment amount per security will equal the lesser of:
|
(a) $1,000 + ($1,000 x
|
Final Index Level – Initial Index Level
|
x Participation Rate); and
|
Initial Index Level
|
· |
If the Final Index Level is equal to or less than the
Initial Index Level, but greater than or equal to the Buffer Level, the maturity payment amount per security will equal $1,000.
|
· |
If the Final Index Level is less than the Buffer Level,
the maturity payment amount per security will equal:
|
$1,000 -
|
(
|
$1,000 x
|
Buffer Level – Final Index Level
|
)
|
Initial Index Level
|
Maturity payment amount
(per security) |
=
|
$1,000 - ($1,000 x
|
1,275.00 – 600.00 |
)
|
=$550.00
|
|
1,500
|
Maturity payment amount (per security) = $1,000 + ($1,000 x
|
|
1,800.00 – 1,500.00
|
|
x125%)
|
1,500.00
|
=
|
$1,000 +
|
$250.00
|
= $1,250.00
|
Example 4—The hypothetical Final Index Level is 150.00% of the hypothetical Initial Index Level
Hypothetical Final Index Level: 2,250.00
Maturity payment amount (per security) = $1,000 + ($1,000 x
|
2,250.00 – 1,500.00
|
x125%)
|
||
1,500.00
|
=
|
$1,000 +
|
$625.00
|
= $1,625.00
|
> $1,525.00
|
Since the hypothetical Final Index Level is greater than the hypothetical Initial Index Level, you would receive the principal amount of $1,000 plus 125% times the amount of the percentage change in the level of the Index times $1,000, subject to the hypothetical maximum maturity payment amount of $1,525.00 (the mid-point of the range of maximum maturity payment amounts set forth in this pricing supplement). Although the calculation of the maturity payment amount without taking into account the hypothetical maximum maturity payment amount would generate a result of $1,625.00 per security, your maturity payment amount would be limited to $1,525.00 per security, representing a 152.50% total return, because the payment on the securities at maturity may not exceed the hypothetical maximum maturity payment amount.
· |
the percentage change from the hypothetical Initial Index Level to the hypothetical Final Index Level;
|
· |
the hypothetical maturity payment amount per security; and
|
· |
the hypothetical pre-tax total rate of return to beneficial owners of the securities.
|
Hypothetical
Final Index Level
|
|
Percentage Change from the
Hypothetical Initial Index
Level to the Hypothetical
Final Index Level
|
Hypothetical Maturity
Payment Amount per
Security
|
Hypothetical Pre-
Tax Total Rate of
Return on the
Securities
|
||||
0.00
|
-100.00%
|
$150.00
|
-85.00%
|
|||||
150.00
|
-90.00%
|
$250.00
|
-75.00%
|
|||||
300.00
|
-80.00%
|
$350.00
|
-65.00%
|
|||||
450.00
|
-70.00%
|
$450.00
|
-55.00%
|
|||||
600.00
|
-60.00%
|
$550.00
|
-45.00%
|
|||||
675.00
|
-55.00%
|
$600.00
|
-40.00%
|
|||||
750.00
|
-50.00%
|
$650.00
|
-35.00%
|
|||||
825.00
|
-45.00%
|
$700.00
|
-30.00%
|
|||||
900.00
|
-40.00%
|
$750.00
|
-25.00%
|
|||||
1,050.00
|
-30.00%
|
$850.00
|
-15.00%
|
|||||
1,200.00
|
-20.00%
|
$950.00
|
-5.00%
|
|||||
1,275.00
|
(1)
|
-15.00%
|
$1,000.00
|
0.00%
|
||||
1,350.00
|
-10.00%
|
$1,000.00
|
0.00%
|
|||||
1,500.00
|
(2)
|
0.00%
|
$1,000.00
|
0.00%
|
||||
1,650.00
|
10.00%
|
$1,125.00
|
12.50%
|
|||||
1,800.00
|
20.00%
|
$1,250.00
|
25.00%
|
|||||
1,950.00
|
30.00%
|
$1,375.00
|
37.50%
|
|||||
2,100.00
|
40.00%
|
$1,500.00
|
50.00%
|
|||||
2,130.00
|
42.00%
|
$1,525.00
|
(3)
|
52.50%
|
||||
2,250.00
|
50.00%
|
$1,525.00
|
52.50%
|
|||||
2,400.00
|
60.00%
|
$1,525.00
|
52.50%
|
|||||
2,550.00
|
70.00%
|
$1,525.00
|
52.50%
|
|||||
2,700.00
|
80.00%
|
$1,525.00
|
52.50%
|
|||||
2,850.00
|
90.00%
|
$1,525.00
|
52.50%
|
|||||
3,000.00
|
100.00%
|
$1,525.00
|
52.50%
|
(1) |
This is the hypothetical Buffer Level.
|
(2) |
This is the hypothetical Initial Index Level.
|
(3) |
This is the hypothetical maximum maturity payment amount of $1,525.00 (the mid-point of the range of maximum maturity payment amounts set forth in
this pricing supplement).
|
|
· |
Prospectus dated September 7, 2018:
|
· |
Prospectus Supplement dated September 7, 2018:
|
· |
the volatility (frequency and magnitude of changes in the level) of the Index and, in particular, market expectations regarding the volatility of the Index;
|
· |
market interest rates in the U.S.;
|
· |
the dividend yields of the common stocks included in the Index;
|
· |
our creditworthiness, as perceived in the market;
|
· |
changes that affect the Index, such as additions, deletions or substitutions;
|
· |
the time remaining to maturity; and
|
· |
geopolitical, economic, financial, political, regulatory or judicial events as well as other conditions may affect the common stocks included in the Index.
|
Issuer:
|
Royal Bank of Canada
|
Specified Currency:
|
U.S. dollars
|
Principal Amount:
|
$1,000 per security
|
Aggregate Principal Amount:
|
$·
|
Agent:
|
Wells Fargo Securities, LLC
|
The agent may make sales through its affiliates or selling agents.
|
|
Agent Acting in the Capacity of:
|
Principal
|
Pricing Date:
|
November 30, 2018
|
Original Issue Date:
|
December 5, 2018
|
Maturity Date:
|
December 5, 2023, subject to postponement as described below. The maturity date will be a business day. In the event
the maturity date would otherwise be a date that is not a business day, the maturity date will be postponed to the next succeeding date that is a business day and no interest shall accrue or be payable as a result of that postponement.
|
Valuation Date:
|
November 28, 2023. However, if that day occurs on a day that is not a trading day or on a day on which the calculation
agent has determined that a market disruption event (as defined under “—Market Disruption Events” below) has occurred or is continuing, then the valuation date will be postponed until the next succeeding trading day on which the
calculation agent determines that a market disruption event does not occur or is not continuing; provided that in no event will the valuation date be postponed by more than eight trading days. If the valuation date is postponed by eight
trading days, and a market disruption event occurs or is continuing on that eighth trading day, the calculation agent will determine the closing level of the Index on such eighth trading day in accordance with the formula for and method
of calculating the closing level of the Index last in effect prior to commencement of the market disruption event, using the closing price (or, with respect to any relevant security, if a market disruption event has occurred with respect
to such security, its good faith estimate of the value of such security at the scheduled closing time of the relevant stock exchange for such security or, if earlier, the actual closing time of the regular trading session of such relevant
stock exchange) on such date of each security included in the Index. As used herein, “closing price” means, with respect to any security on any date, the relevant stock exchange traded or quoted price of such security as of the scheduled
closing time of the relevant stock exchange for such security or, if earlier, the actual closing time of the regular trading session of such relevant stock exchange.
If the valuation date is postponed, then the maturity date of the securities will be postponed by an equal number of
business days.
|
The Index:
|
The return on the securities is linked to the performance of the Russell 2000® Index (the Index).
|
Payment at Maturity:
|
At maturity, for each security you own, you will receive a cash payment equal to the maturity payment amount. The maturity payment amount to which you will be
|
entitled depends on the change in the level of the Index based on the Final Index Level relative to the Initial Index
Level, and whether or not the Final Index Level is below the Buffer Level.
The maturity payment
amount for each security will be determined by the calculation agent as described below:
· If the Final Index Level is greater than the Initial Index Level, the
maturity payment amount per security will equal the lesser of:
|
|||
(a) $1,000 + ($1,000 x
|
Final Index Level – Initial Index Level
|
x Participation Rate); and
|
|
Initial Index Level
|
|||
(b) the maximum maturity payment amount
· If the Final Index Level is less than or equal to the Initial Index Level but greater than or equal to the Buffer Level, the maturity payment amount per security will
equal $1,000.
· If the Final Index Level is less than the Buffer Level, the maturity payment amount per security will equal:
|
|||
$1,000 – ( $1,000 x
|
Buffer Level – Final Index Level
|
)
|
|
Initial Index Level
|
|||
In such a case, you
will lose up to 85% of your principal.
If the Final Index Level is less than the Buffer Level, you will lose up to 85%
of your principal. If the Final Index Level is zero, the maturity payment amount will be $150.00 per security.
If any payment is due on the securities on a day which is not a business day, then that payment
may be made on the next day that is a business day, in the same amount and with the same effect as if paid on the original due date. No interest shall be payable as a result of such postponement.
|
Maximum Maturity Payment
Amount:
|
[$1,500.00 - $1,550.00] per security (to be determined on the pricing date)
|
Initial Index Level:
|
The closing level of the Index on the pricing date.
|
Final Index Level:
|
The closing level of the Index on the valuation date, as determined by the calculation agent.
|
Buffer Level:
|
85% of the Initial Index Level.
|
Closing Level of the Index:
|
The official closing level of the Index or any successor index (as defined under “—Discontinuation of the Index;
Adjustments to the Index” below) published by the Index Sponsor or any successor index sponsor at the regular weekday close of trading on that trading day. In certain circumstances, the closing level will be based on the alternate
calculation of the Index described under “—Discontinuation of the Index; Adjustments to the Index” below.
|
Participation Rate:
|
125%
|
Market Disruption Events:
|
A “market disruption event” means any of the following events as determined by the calculation agent in its sole
discretion:
(A) The occurrence or existence of a material suspension of or limitation imposed on trading by the relevant stock exchanges or otherwise relating to securities which then
comprise 20% or more of the level of the Index or any
|
successor equity index at any time during the one-hour period that ends at the close of trading on
that day, whether by reason of movements in price exceeding limits permitted by those relevant stock exchanges or otherwise.
(B) The occurrence or existence of a material suspension of or limitation imposed on trading by any related futures or options exchange or otherwise in futures or options
contracts relating to the Index or any successor equity index on any related futures or options exchange at any time during the one-hour period that ends at the close of trading on that day, whether by reason of movements in price
exceeding limits permitted by the related futures or options exchange or otherwise.
(C) The occurrence or existence of any event, other than an early closure, that materially disrupts or impairs the ability of market participants in general to effect
transactions in, or obtain market values for, securities that then comprise 20% or more of the level of the Index or any successor equity index on their relevant stock exchanges at any time during the one-hour period that ends at the
close of trading on that day.
(D) The occurrence or existence of any event, other than an early closure, that materially disrupts or impairs the ability of market participants in general to effect
transactions in, or obtain market values for, futures or options contracts relating to the Index or any successor equity index on any related futures or options exchange at any time during the one-hour period that ends at the close of
trading on that day.
(E) The closure on any exchange business day of the relevant stock exchanges on which securities that then comprise 20% or more of the level of the Index or any successor
equity index are traded or any related futures or options exchange prior to its scheduled closing time unless the earlier closing time is announced by the relevant stock exchange or related futures or options exchange, as applicable, at
least one hour prior to the earlier of (1) the actual closing time for the regular trading session on such relevant stock exchange or related futures or options exchange, as applicable, and (2) the submission deadline for orders to be
entered into the relevant stock exchange or related futures or options exchange, as applicable, system for execution at such actual closing time on that day.
(F) The relevant stock exchange for any security underlying the Index or successor equity index or any related futures or options exchange fails to open for trading during its
regular trading session.
For purposes of determining whether a market disruption event has occurred:
(1) the relevant percentage contribution of a security to the level of the Index or any successor equity index will be based on a comparison of (x) the portion of the level of
such index attributable to that security and (y) the overall level of the Index or successor equity index, in each case immediately before the occurrence of the market disruption event;
(2) the “close of trading” on any trading day for the Index or any successor equity index means the scheduled closing time of the relevant stock exchanges with respect to the
securities underlying the Index or successor equity index on such trading day; provided that, if the actual closing time of the regular trading session of any such relevant stock exchange is earlier than its scheduled closing time on such
trading day, then (x) for purposes of clauses (A) and (C) of the definition of “market disruption event” above, with respect to any security underlying the Index or successor equity index for which such relevant stock exchange
|
is its relevant stock exchange, the “close of trading” means such actual closing time and (y) for
purposes of clauses (B) and (D) of the definition of “market disruption event” above, with respect to any futures or options contract relating to the Index or successor equity index, the “close of trading” means the latest actual closing
time of the regular trading session of any of the relevant stock exchanges, but in no event later than the scheduled closing time of the relevant stock exchanges;
(3) the “scheduled closing time” of any relevant stock exchange or related futures or options exchange on any trading day for the Index or any successor equity index means the
scheduled weekday closing time of such relevant stock exchange or related futures or options exchange on such trading day, without regard to after hours or any other trading outside the regular trading session hours; and
(4) an “exchange business day” means any trading day for the Index or any successor equity index on which each relevant stock
exchange for the securities underlying the Index or any successor equity index and each related futures or options exchange are open for trading during their respective regular trading sessions, notwithstanding any such relevant stock
exchange or related futures or options exchange closing prior to its scheduled closing time.
The “relevant stock exchange” for any security underlying the Index means the primary exchange or quotation system on
which such security is traded, as determined by the calculation agent.
The “related futures or options exchange” for the Index means an exchange or quotation system where trading has a
material effect (as determined by the calculation agent) on the overall market for futures or options contracts relating to the Index.
|
Discontinuation of/Adjustments
to the Index:
|
If the Index Sponsor discontinues publication of the Index and the Index Sponsor or another entity publishes a
successor or substitute index that the calculation agent determines, in its sole discretion, to be comparable to the Index (a successor index),
then the calculation agent will substitute the successor index as calculated by the Index Sponsor or any other entity for the Index and calculate the Final Index Level as described above under “—Closing Level of the Index.”
If the Index Sponsor discontinues publication of the Index and:
· the calculation agent does not select a successor index, or
· the successor index is no longer published on any of the relevant trading days,
the calculation agent will compute a substitute level for the Index in accordance with the procedures last used to
calculate the level of the Index before any discontinuation but using only those securities that were included in the Index prior to that discontinuation. If a successor index is selected or the calculation agent calculates a level as a
substitute for the Index as described below, the successor index or level will be used as a substitute for the Index for all purposes going forward, including for purposes of determining whether a market disruption event exists, even if
the Index Sponsor elects to begin republishing the Index, unless the calculation agent in its sole discretion decides to use the republished Index.
If the Index Sponsor discontinues publication of the Index before the valuation date and the calculation agent
determines that no successor index is available at that time, then on each trading day until the earlier to occur of:
· the determination of the Final Index Level, or
· a determination by the calculation agent that a successor index is available,
the calculation agent will determine the level that would be used in computing the
|
maturity payment amount as described in the preceding paragraph as if that day were a trading day. The calculation
agent will cause notice of each level to be published not less often than once each month in The Wall Street Journal, another newspaper
of general circulation or a website or webpage available to holders of the securities, and arrange for information with respect to these levels to be made available by telephone.
Notwithstanding these alternative arrangements, discontinuation of the publication of the Index would be expected to
adversely affect the value of, liquidity of and trading in the securities.
If at any time the method of calculating the level of the Index or the successor index changes in any material
respect, or if the Index or successor index is in any other way modified so that the level of the Index or successor index does not, in the opinion of the calculation agent, fairly represent the level of the Index had those changes or
modifications not been made, then, from and after that time, the calculation agent will, at the close of business in The City of New York, on each date that the closing level of the Index is to be calculated, make any adjustments as, in
the good faith judgment of the calculation agent, may be necessary in order to arrive at a calculation of a level of a stock index comparable to the Index or the successor index, as the case may be, as if those changes or modifications
had not been made, and calculate the closing level with reference to the Index or the successor index, as so adjusted. Accordingly, if the method of calculating the Index or a successor index is modified and has a dilutive or
concentrative effect on the level of that index e.g., due to a split, then the calculation agent will adjust that index in order to arrive at a level of that index as if it had not been modified, e.g., as if a split had not occurred.
Neither the calculation agent nor Royal Bank of Canada will have any responsibility for good faith errors or omissions
in calculating or disseminating information regarding the Index or any successor index or as to modifications, adjustments or calculations by the Index Sponsor or any successor index sponsor in order to arrive at the level of the Index or
any successor index.
|
|
Calculation Agent:
|
RBC Capital Markets, LLC will serve as the calculation agent. All determinations made by the calculation agent will be
at the sole discretion of the calculation agent and, absent a determination of a manifest error, will be conclusive for all purposes and binding on the holders and beneficial owners of the securities.
|
Trustee:
|
The Bank of New York Mellon
|
Business Day:
|
For purposes of the securities, a business day means a Monday, Tuesday, Wednesday, Thursday or Friday that is not a
day on which banking institutions in The City of New York generally are authorized or obligated by law, regulation or executive order to close.
|
Trading Day:
|
A “trading day” means a day, as determined by the calculation agent, on which (i) the relevant stock exchanges with
respect to each security underlying the Index are scheduled to be open for trading for their respective regular trading sessions and (ii) each related futures or options exchange is scheduled to be open for trading for its regular trading
session.
|
Additional Amounts:
|
We will pay any amounts to be paid by us on the securities without deduction or withholding for, or on account of, any
and all present or future income, stamp and other taxes, levies, imposts, duties, charges, fees, deductions or withholdings (taxes) now or
hereafter imposed, levied, collected, withheld or assessed by or on behalf of Canada or any Canadian political subdivision or authority that has the power to tax, unless the deduction or withholding is required by law or by the
interpretation or administration thereof by the relevant governmental authority. At any time a Canadian taxing jurisdiction requires us to deduct or withhold for or on account of taxes from any payment made under or in respect of the
securities, we will pay such additional amounts (Additional Amounts) as may be necessary so that the net amounts received
|
by each holder (including Additional Amounts), after such deduction or withholding, shall not be less than the amount
the holder would have received had no such deduction or withholding been required.
However, no Additional Amounts will be payable with respect to a payment made to a holder of a security or of a right
to receive payments in respect thereto (a Payment Recipient), which we refer to as an Excluded Holder, in respect of any taxes imposed because the beneficial owner or Payment Recipient:
(i) is someone with whom we do not deal at arm’s length (within the meaning of the Income Tax Act (Canada)) at the time of making such payment;
(ii) is subject to such taxes by reason of its being connected presently or formerly with Canada or any province or territory thereof otherwise than by reason of the holder’s
activity in connection with purchasing the securities, the holding of securities or the receipt of payments thereunder;
(iii) is, or does not deal at arm’s length with a person who is, a specified
shareholder (within the meaning of subsection 18(5) of the Income Tax Act (Canada)) of Royal Bank of Canada (generally a person will be a specified shareholder for this purpose if that person, either alone or together with
persons with whom the person does not deal at arm’s length, owns 25% or more of (a) our voting shares, or (b) the fair market value of all of our issued and outstanding shares);
(iv) presents such security for payment (where presentation is required) more than 30 days after the relevant date (except to the extent that the holder thereof would have been
entitled to such Additional Amounts on presenting a security for payment on the last day of such 30 day period); for this purpose, the relevant
date in relation to any payments on any security means:
a. the due date for payment thereof, or
b. if the full amount of the monies payable on such date has not been received by the Trustee on or prior to such due date, the date on which the full amount of such monies
has been received and notice to that effect is given to holders of the securities in accordance with the Indenture;
(v) could lawfully avoid (but has not so avoided) such withholding or deduction by complying, or requiring that any agent comply with, any statutory requirements necessary to
establish qualification for an exemption from withholding or by making, or requiring that any agent make, a declaration of non-residence or other similar claim for exemption to any relevant tax authority; or
(vi) is subject to deduction or withholding on account of any tax, assessment, or other governmental charge that is imposed or withheld by reason of the application of Section
1471 through 1474 of the United States Internal Revenue Code of 1986, as amended (Code) (or any successor provisions), any regulation,
pronouncement, or agreement thereunder, official interpretations thereof, or any law implementing an intergovernmental approach thereto, whether currently in effect or as published and amended from time to time.
For the avoidance of doubt, we will not have any obligation to pay any holders Additional Amounts on any tax which is
payable otherwise than by deduction or
|
withholding from payments made under or in respect of the securities at maturity.
We will also make such withholding or deduction and remit the full amount deducted or withheld to the relevant
authority in accordance with applicable law. We will furnish to the Trustee, within 30 days after the date the payment of any taxes is due pursuant to applicable law, certified copies of tax receipts evidencing that such payment has been
made or other evidence of such payment satisfactory to the Trustee. We will indemnify and hold harmless each holder of the securities (other than an Excluded Holder) and upon written request reimburse each such holder for the amount of
(x) any taxes so levied or imposed and paid by such holder as a result of payments made under or with respect to the securities, and (y) any taxes levied or imposed and paid by such holder with respect to any reimbursement under (x)
above, but excluding any such taxes on such holder’s net income or capital.
For additional information, see the section entitled “Tax Consequences—Canadian Taxation” in the accompanying
prospectus.
|
|
Authorized Denominations:
|
$1,000 and integral multiples of $1,000 in excess thereof.
|
Form of Securities:
|
Book-entry
|
Listing:
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The securities will not be listed on any securities exchange.
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Failure to Pay Maturity Payment
Amount When Due:
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In the event we fail to pay the maturity payment amount on the maturity date, any overdue payment in respect of the
maturity payment amount of the securities on the maturity date will bear interest until the date upon which all sums due in respect of such securities are received by or on behalf of the relevant holder, at a rate per annum which is the
rate for deposits in U.S. dollars for a period of six months which appears on the Reuters Page LIBOR01 (or any replacement page or pages for the purpose of displaying prime rates or base lending rates of major U.S. banks) as of 11:00 a.m.
(London time) on the first business day following that failure to pay. That rate will be determined by the calculation agent. If interest is required to be calculated for a period of less than one year, it will be calculated on the basis
of a 360-day year consisting of the actual number of days in the period.
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Events of Default and Acceleration:
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If the maturity of the securities is accelerated upon an event of default under the Indenture, the amount payable upon
acceleration will be determined by the calculation agent. The amount will be the maturity payment amount, calculated as if the date of declaration of acceleration were the valuation date.
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