|
Subject to Completion
Preliminary Term Sheet dated
December 7, 2018 |
Filed Pursuant to Rule 433
Registration Statement No. 333-227001 (To Prospectus dated September 7, 2018, Prospectus Supplement dated September 7, 2018 and Product Supplement STEPS-1 dated December 7,
2018)
|
|
Units $10 principal amount per unit
CUSIP No.
 |
Pricing Date*
Settlement Date*
Maturity Date*
|
December , 2018
December , 2018
January , 2020
|
|||
|
*Subject to change based on the actual date the notes are priced for initial sale to the public (the “pricing date”)
|
|||||
|
STEP Income Securities® Linked to the Common
Stock of Delta Air Lines, Inc.
• Maturity of approximately one year and one week
• Interest payable quarterly at the rate of 10% per year
• A payment of [$0.10 to $0.50] per unit if the Underlying Stock increases to or above 110% 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
|
|||||
The notes are being issued by Royal Bank of Canada (“RBC”). There are important differences between the notes and a conventional
debt security, including different investment risks and certain additional costs. See “Risk Factors” on page TS-6 of this term sheet and beginning on page PS-6 of product supplement STEPS-1.
The initial estimated value of the notes as of the pricing date
is expected to be between $9.42 and $9.62 per unit, which is less than the public offering price listed below. See “Summary” on the following page, “Risk Factors” on page TS-6 of this term sheet and “Structuring the Notes” on page TS-10
of this term sheet for additional information. The actual value of your notes at any time will reflect many factors and cannot be predicted with accuracy.
None of the Securities and Exchange Commission (the “SEC”), any state securities commission, or any other regulatory body has
approved or disapproved of these securities or determined if this Note Prospectus (as defined below) is truthful or complete. Any representation to the contrary is a criminal offense.
|
Per Unit
|
Total
|
|
|
Public offering price(1)(2)
|
$10.000
|
$
|
|
Underwriting discount(2)
|
$0.175
|
$
|
|
Proceeds, before expenses, to RBC
|
$9.825
|
$
|
| (1) |
Plus accrued interest from the scheduled settlement date, if settlement occurs after that date.
|
| (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.
|
The notes:
|
Are Not FDIC Insured
|
Are Not Bank Guaranteed
|
May Lose Value
|
Merrill Lynch & Co.
December , 2018
|
STEP Income Securities®
Linked to the Common Stock of Delta Air Lines, Inc., due January , 2020 |
Summary
The STEP Income Securities® Linked to the Common Stock of Delta Air Lines, Inc., due January , 2020 (the “notes”) are our senior unsecured debt securities. The notes are not guaranteed or insured by the Canada Deposit
Insurance Corporation or the U.S. Federal Deposit Insurance Corporation or secured by collateral. The notes will rank equally with all of our other unsecured and unsubordinated
debt. The notes are not bail-inable notes (as defined in the prospectus supplement). Any payments due on the notes, including any repayment of principal, will be subject to the credit risk of RBC. The notes provide quarterly interest
payments. Additionally, if the Ending Value of the Market Measure, which is the common stock of Delta Air Lines, Inc. (the “Underlying Stock”), is at or above the Step Level, the notes will also provide a payment of [$0.10 to $0.50] per unit at
maturity. If the Ending Value is less than the Step Level, the Redemption Amount will not be greater than your principal amount. If the Ending Value is less than the Starting Value, the Redemption Amount will be less than the principal amount of
your notes, and may be as low as zero. Any payments on the notes will be calculated based on the $10 principal amount per unit and will depend on the performance of the Underlying Stock, subject to our credit risk. See “Terms of the Notes” below.
The economic terms of the notes (including the Step Payment) are based on our internal funding rate, which is the rate we would pay to borrow funds
through the issuance of market-linked notes and the economic terms of certain related hedging arrangements. Our internal funding rate is typically lower than the rate we would pay when we issue conventional fixed or floating rate debt
securities. This difference in funding rate, as well as the underwriting discount and the hedging related charge described below, will reduce the economic terms of the notes to you and the initial estimated value of the notes on the pricing
date. Due to these factors, the public offering price you pay to purchase the notes will be greater than the initial estimated value of the notes.
On the cover page of this term sheet, we have provided the initial estimated value range for the notes. This initial estimated value range was
determined based on our and our affiliates’ pricing models, which take into consideration our internal funding rate and the market prices for the hedging arrangements related to the notes. The initial estimated value of the notes calculated on
the pricing date will be set forth in the final term sheet made available to investors in the notes. For more information about the initial estimated value and the structuring of the notes, see “Structuring the Notes” on page TS-10.
Terms of the Notes
|
Issuer:
|
Royal Bank of Canada (“RBC”)
|
|
|
Principal
Amount:
|
$10.00 per unit
|
|
|
Term:
|
Approximately one year and one week
|
|
|
Market Measure:
|
Common stock of Delta Air Lines, Inc. (the “Underlying Company”) (NYSE symbol: DAL)
|
|
|
Starting Value:
|
The Volume Weighted Average Price on the pricing date.
|
|
|
Volume
Weighted
Average Price:
|
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 4:02 p.m. on all U.S. exchanges.
|
|
|
Ending Value:
|
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-19 of product supplement STEPS-1.
|
|
|
Valuation Date:
|
Approximately the fifth scheduled trading day immediately prior to the maturity date.
|
|
|
Interest Rate:
|
10% per year
|
|
|
Interest Payment
Dates:
|
On or about April , 2019, July , 2019, October , 2019 and January , 2020
|
|
|
Step Payment:
|
$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.
|
|
|
Step Level:
|
110% of the Starting Value, rounded to two decimal places
|
|
|
Threshold Value:
|
100% of the Starting Value
|
|
|
Price Multiplier:
|
1, subject to adjustment for certain corporate events relating to the Underlying Stock described beginning on page
PS-20 of product supplement STEPS-1.
|
|
|
Fees and
Charges:
|
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.
|
|
|
Calculation
Agent:
|
Merrill Lynch, Pierce, Fenner & Smith Incorporated (“MLPF&S”).
|
|
Redemption Amount
Determination
In addition to interest payable, on the maturity date, you will receive a cash payment per unit determined as
follows:
 |
|
|
|
|
|
STEP Income Securities®
Linked to the Common Stock of Delta Air Lines, Inc., due January , 2020 |
The terms and risks of the notes are contained in this term sheet and in the following:
Product supplement STEPS-1 dated December 7, 2018:
Series H MTN prospectus supplement dated September 7, 2018:
Prospectus dated September 7, 2018:
These documents (together, the “Note Prospectus”) have been filed as part of a registration statement with the SEC, which may,
without cost, be accessed on the SEC website as indicated above or obtained from MLPF&S by calling 1-800-294-1322. Before you invest, you should read the Note Prospectus, including this term sheet, for information about us and this offering.
Any prior or contemporaneous oral statements and any other written materials you may have received are superseded by the Note Prospectus. Capitalized terms used but not defined in this term sheet have the meanings set forth in product supplement
STEPS-1. Unless otherwise indicated or unless the context requires otherwise, all references in this document to “we,” “us,” “our,” or similar references are to RBC.
Investor Considerations
You may wish to consider an investment in the notes if:
| § |
You anticipate that the Ending Value will be greater than or equal to the Starting Value.
|
| § |
You seek interest payments on your investment.
|
| § |
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.
|
| § |
You accept that your investment may result in a loss, which could be significant, if the Ending Value is below the Starting Value.
|
| § |
You are willing to forgo dividends or other benefits of owning shares of the Underlying Stock.
|
| § |
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.
|
| § |
You are willing to assume our credit risk, as issuer of the notes, for all payments under the notes, including the Redemption Amount.
|
The notes may not be an appropriate investment for you if:
| § |
You anticipate that the Ending Value will be less than the Starting Value.
|
| § |
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.
|
| § |
You seek principal repayment or preservation of capital.
|
| § |
In addition to interest payments, you seek an additional guaranteed return above the principal amount.
|
| § |
You want to receive dividends or other distributions paid on the Underlying Stock.
|
| § |
You seek an investment for which there will be a liquid secondary market.
|
| § |
You are unwilling or are unable to take market risk on the notes or to take our credit risk as issuer of the notes.
|
|
|
|
|
We urge you to consult your investment, legal, tax, accounting, and other advisors before you invest in the notes.
|
STEP Income Securities®
Linked to the Common Stock of Delta Air Lines, Inc., due January , 2020 |
Hypothetical Payments at Maturity
The following examples are for purposes of illustration only. They are based on hypothetical
values and show hypothetical payments on the notes. The actual amount you receive and the resulting
return will depend on the actual Starting Value, Threshold Value, Ending Value, Step Level, Step Payment, and the term of your investment. The following examples do not take into account any tax consequences from investing in the notes.
These examples are based on:
| 1) |
a Starting Value of 100;
|
| 2) |
a Threshold Value of 100;
|
| 3) |
a Step Level of 110;
|
| 4) |
a Step Payment of $0.30 per unit (the midpoint of the Step Payment range of [$0.10 to $0.50] per unit);
|
| 5) |
an expected term of the notes of approximately one year and one week; and
|
| 6) |
the interest rate of 10% per year.
|
The hypothetical Starting Value of 100.00 used in these examples has been
chosen for illustrative purposes only, and does not represent a likely actual Starting Value of the Underlying Stock. For recent actual prices of the Underlying Stock, see “The Underlying Stock” section below. In addition, all payments on the
notes are subject to issuer credit risk.
Example 1
The Ending Value is 115 (115% of the Starting Value)
The Ending Value is greater than the Step Level. Consequently, in addition to the quarterly interest payments, you will receive on the maturity date the
principal amount of your notes plus the Step Payment of $0.30 per unit. The Redemption Amount per unit on the maturity date will therefore be equal to $10.30 per unit ($10.00 plus the Step Payment of $0.30 per unit).
Example 2
The Ending Value is 105 (105% of the Starting Value)
The Ending Value is greater than the Starting Value and the Threshold Value but below the Step Level. Consequently, you will receive the quarterly
interest payments, but you will not receive the Step Payment on the maturity date. The Redemption Amount per unit on the maturity date will therefore be equal to $10.00.
Example 3
The Ending Value is 70 (70% of the Starting Value)
The Ending Value is less than the Starting Value and the Threshold Value. Consequently, you will receive the quarterly interest payments, but you will
not receive the Step Payment on the maturity date, and you will participate on a 1-for-1 basis in the decrease in the price of the Underlying Stock. The Redemption Amount per unit will equal:
On the maturity date, you will receive the Redemption Amount per unit of $7.00.
|
STEP Income Securities®
Linked to the Common Stock of Delta Air Lines, Inc., due January , 2020 |
Summary of the Hypothetical Examples
|
Example 1
|
Example 2
|
Example 3
|
||
|
The Ending Value is
greater than or equal to
the Step Level
|
The Ending Value is
less than the Step Level
but greater than or
equal to the Starting
Value
|
The Ending Value is
less than the Starting
Value and the
Threshold Value
|
||
|
Starting Value
|
100.00
|
100.00
|
100.00
|
|
|
Ending Value
|
115.00
|
105.00
|
70.00
|
|
|
Step Level
|
110.00
|
110.00
|
110.00
|
|
|
Threshold Value
|
100.00
|
100.00
|
100.00
|
|
|
Interest Rate (per year)
|
10.00%
|
10.00%
|
10.00%
|
|
|
Step Payment
|
$0.30
|
$0.00
|
$0.00
|
|
|
Redemption Amount per Unit
|
$10.30
|
$10.00
|
$7.00
|
|
|
Total Return of the Underlying Stock(1)
|
17.36%
|
7.36%
|
-27.64%
|
|
|
Total Return on the Notes(2)
|
13.27%
|
10.27%
|
-19.73%
|
| (1) |
The total return of the Underlying Stock assumes:
|
| (a) |
the percentage change in the price of the Underlying Stock from the Starting Value to the Ending Value;
|
| (b) |
a constant dividend yield of 2.33% per year; and
|
| (c) |
no transaction fees or expenses.
|
| (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.
|
|
STEP Income Securities®
Linked to the Common Stock of Delta Air Lines, Inc., due January , 2020 |
Risk Factors
There are important differences between the notes and a conventional debt security. An investment in the notes involves significant
risks, including those listed below. You should carefully review the more detailed explanation of risks relating to the notes in the “Risk Factors” sections beginning on page PS-6 of product supplement STEPS-1, page S-1 of the MTN prospectus
supplement, and page 1 of the prospectus identified above. We also urge you to consult your investment, legal, tax, accounting, and other advisors before you invest in the notes.
| § |
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.
|
| § |
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.
|
| § |
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.
|
| § |
You will not receive a Step Payment at maturity unless the Ending Value is greater than or equal to the Step Level.
|
| § |
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.
|
| § |
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.
|
| § |
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.
|
| § |
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.
|
| § |
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.
|
| § |
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.
|
| § |
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.
|
| § |
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.
|
| § |
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.
|
| § |
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.
|
| § |
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.
|
| § |
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 September 7, 2018.
|
|
STEP Income Securities®
Linked to the Common Stock of Delta Air Lines, Inc., due January , 2020 |
The Underlying Stock
We have derived the following information from publicly available documents. We have not independently verified the accuracy or completeness of the
following information. Delta Air Lines Inc. provides scheduled air transportation for passengers and cargo throughout the United States and around the world.
Because the Underlying Stock is registered under the Securities Exchange Act of 1934, the Underlying Company is required to file periodically certain
financial and other information specified by the SEC. Information provided to or filed with the SEC by the Underlying Company can be located at the Public Reference Section of the SEC, 100 F Street, N.E., Room 1580, Washington, D.C. 20549 or
through the SEC’s website at http://www.sec.gov by reference to SEC CIK number 27904.
This term sheet relates only to the notes and does not relate to the Underlying Stock or to any other securities of the Underlying Company. None of us,
MLPF&S, or any of our respective affiliates has participated or will participate in the preparation of the Underlying Company’s publicly available documents. None of us, MLPF&S, or any of our respective affiliates has made any due
diligence inquiry with respect to the Underlying Company in connection with the offering of the notes. None of us, MLPF&S, or any of our respective affiliates makes any representation that the publicly available documents or any other
publicly available information regarding the Underlying Company are accurate or complete. Furthermore, there can be no assurance that all events occurring prior to the date of this term sheet, including events that would affect the accuracy or
completeness of these publicly available documents that would affect the trading price of the Underlying Stock, have been or will be publicly disclosed. Subsequent disclosure of any events or the disclosure of or failure to disclose material
future events concerning the Underlying Company could affect the value of the Underlying Stock and therefore could affect your return on the notes. The selection of the Underlying Stock is not a recommendation to buy or sell the Underlying
Stock.
The Underlying Stock trades on the New York Stock Exchange under the symbol “DAL.”
Historical Data
The following table shows the quarterly high and low Closing Market Prices of the shares of the Underlying Stock on its primary exchange from the first
quarter of 2008 through November 30, 2018. We obtained this historical data from Bloomberg L.P. We have not independently verified the accuracy or completeness of the information obtained from Bloomberg L.P. These historical trading prices may
have been adjusted to reflect certain corporate actions such as stock splits and reverse stock splits.
|
High ($)
|
Low ($)
|
||
|
2008
|
|||
|
First Quarter
|
18.53
|
8.35
|
|
|
Second Quarter
|
10.48
|
5.00
|
|
|
Third Quarter
|
9.94
|
4.64
|
|
|
Fourth Quarter
|
11.52
|
5.64
|
|
|
2009
|
|||
|
First Quarter
|
12.38
|
3.93
|
|
|
Second Quarter
|
8.11
|
5.40
|
|
|
Third Quarter
|
9.65
|
5.68
|
|
|
Fourth Quarter
|
11.81
|
6.95
|
|
|
2010
|
|||
|
First Quarter
|
14.65
|
11.22
|
|
|
Second Quarter
|
14.93
|
11.31
|
|
|
Third Quarter
|
12.61
|
9.97
|
|
|
Fourth Quarter
|
14.33
|
11.24
|
|
|
2011
|
|||
|
First Quarter
|
13.00
|
9.79
|
|
|
Second Quarter
|
11.51
|
9.00
|
|
|
Third Quarter
|
9.41
|
6.62
|
|
|
Fourth Quarter
|
9.02
|
6.65
|
|
|
2012
|
|||
|
First Quarter
|
11.30
|
8.01
|
|
|
Second Quarter
|
12.10
|
9.81
|
|
|
Third Quarter
|
11.12
|
8.55
|
|
|
Fourth Quarter
|
11.94
|
9.33
|
|
|
2013
|
|||
|
First Quarter
|
17.07
|
12.23
|
|
|
Second Quarter
|
18.97
|
14.39
|
|
|
Third Quarter
|
24.01
|
18.41
|
|
|
Fourth Quarter
|
29.34
|
24.02
|
|
STEP Income Securities®
Linked to the Common Stock of Delta Air Lines, Inc., due January , 2020 |
|
2014
|
|||
|
First Quarter
|
35.37
|
27.70
|
|
|
Second Quarter
|
42.23
|
31.73
|
|
|
Third Quarter
|
40.93
|
35.61
|
|
|
Fourth Quarter
|
49.23
|
30.90
|
|
|
2015
|
|||
|
First Quarter
|
50.70
|
43.42
|
|
|
Second Quarter
|
47.40
|
40.57
|
|
|
Third Quarter
|
47.99
|
40.00
|
|
|
Fourth Quarter
|
52.26
|
44.87
|
|
|
2016
|
|||
|
First Quarter
|
50.12
|
40.77
|
|
|
Second Quarter
|
48.49
|
33.36
|
|
|
Third Quarter
|
40.98
|
35.58
|
|
|
Fourth Quarter
|
51.78
|
38.94
|
|
|
2017
|
|||
|
First Quarter
|
51.44
|
45.52
|
|
|
Second Quarter
|
53.87
|
44.03
|
|
|
Third Quarter
|
55.48
|
45.21
|
|
|
Fourth Quarter
|
56.43
|
48.07
|
|
|
2018
|
|||
|
First Quarter
|
60.13
|
50.46
|
|
|
Second Quarter
|
55.87
|
49.54
|
|
|
Third Quarter
|
59.61
|
48.78
|
|
|
Fourth Quarter
(through November 30, 2018)
|
60.71
|
49.71
|
This historical data on the Underlying Stock is not necessarily indicative of the future performance of the Underlying Stock or
what the value of the notes may be. Any historical upward or downward trend in the price per share of the Underlying Stock during any period set forth above is not an indication that the price per share of the Underlying Stock is more or less
likely to increase or decrease at any time over the term of the notes.
Before investing in the notes, you should consult publicly available sources for the prices and trading pattern of the Underlying Stock.
|
STEP Income Securities®
Linked to the Common Stock of Delta Air Lines, Inc., due January , 2020 |
Supplement to the Plan of Distribution
Under our distribution agreement with MLPF&S, MLPF&S will purchase the notes from us as principal at the public offering price indicated on the
cover of this term sheet, less the indicated underwriting discount.
The current business of MLPF&S is being reorganized into two affiliated broker-dealers: MLPF&S and a new broker-dealer, BofAML Securities, Inc.
(“BofAMLS”). BofAMLS will be the new legal entity for the institutional services that are now provided by MLPF&S. MLPF&S will be assigning its rights and obligations as selling agent for the notes under our distribution agreement to
BofAMLS effective on the “Transfer Date.” Accordingly, if the pricing date of the notes occurs on or after the Transfer Date, BofAMLS will be responsible for the pricing of the notes. If the settlement date of the notes occurs on or after the
Transfer Date, BofAMLS will, subject to the terms and conditions of the distribution agreement, purchase the notes from us as principal on the settlement date. MLPF&S will in turn purchase the notes from BofAMLS for resale, and it will
receive a selling concession in connection with the sale of the notes in an amount up to the full amount of underwriting discount set forth on the cover of this term sheet.
We may deliver the notes against payment therefor in New York, New York on a date that is greater than two business days following the pricing date.
Under Rule 15c6-1 of the Securities Exchange Act of 1934, trades in the secondary market generally are required to settle in two business days, unless the parties to any such trade expressly agree otherwise. Accordingly, if the initial settlement
of the notes occurs more than two business days from the pricing date, purchasers who wish to trade the notes more than two business days prior to the original issue date will be required to specify alternative settlement arrangements to prevent
a failed settlement.
The notes will not be listed on any securities exchange. In the original offering of the notes, the notes will be sold in minimum investment amounts of
100 units. If you place an order to purchase the notes, you are consenting to MLPF&S acting as a principal in effecting the transaction for your account.
MLPF&S may repurchase and resell the notes, with repurchases and resales being made at prices related to then-prevailing market prices or at
negotiated prices, and these prices will include MLPF&S’s trading commissions and mark-ups. MLPF&S may act as principal or agent in these market-making transactions; however, it is not obligated to engage in any such transactions. At
MLPF&S’s discretion, for a short, undetermined initial period after the issuance of the notes, MLPF&S may offer to buy the notes in the secondary market at a price that may exceed the initial estimated value of the notes. Any price
offered by MLPF&S for the notes will be based on then-prevailing market conditions and other considerations, including the performance of the Underlying Stock and the remaining term of the notes. However, none of us, MLPF&S or any of our
respective affiliates is obligated to purchase your notes at any price or at any time, and we cannot assure you that we, MLPF&S or any of our respective affiliates will purchase your notes at a price that equals or exceeds the initial
estimated value of the notes.
The value of the notes shown on your account statement will be based on MLPF&S’s estimate of the value of the notes if MLPF&S or another of its
affiliates were to make a market in the notes, which it is not obligated to do. That estimate will be based upon the price that MLPF&S may pay for the notes in light of then-prevailing market conditions and other considerations, as mentioned
above, and will include transaction costs. At certain times, this price may be higher than or lower than the initial estimated value of the notes.
The distribution of the Note Prospectus in connection with these offers or sales will be solely for the purpose of providing investors with the
description of the terms of the notes that was made available to investors in connection with their initial offering. Secondary market investors should not, and will not be authorized to, rely on the Note Prospectus for information regarding RBC
or for any purpose other than that described in the immediately preceding sentence.
An investor’s household, as referenced on the cover of this term sheet, will generally include accounts held by
any of the following, as determined by MLPF&S in its discretion and acting in good faith based upon information then available to MLPF&S:
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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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Purchases in retirement accounts will not be considered part of the same household as an individual investor’s personal or other non-retirement
account, except for individual retirement accounts (“IRAs”), simplified employee pension plans (“SEPs”), savings incentive match plan for employees (“SIMPLEs”), and single-participant or owners only accounts (i.e., retirement accounts held by
self-employed individuals, business owners or partners with no employees other than their spouses).
Please contact your Merrill Lynch financial advisor if you have any questions about the application of these provisions to your specific
circumstances or think you are eligible.
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STEP Income Securities®
Linked to the Common Stock of Delta Air Lines, Inc., due January , 2020 |
Structuring the Notes
The notes are our debt securities, the return on which is linked to the performance of the Underlying Stock. As is the case for all of our debt
securities, including our market-linked notes, the economic terms of the notes reflect our actual or perceived creditworthiness at the time of pricing. In addition, because market-linked notes result in increased operational, funding and
liability management costs to us, we typically borrow the funds under these notes at a rate that is more favorable to us than the rate which we refer to as our internal funding rate, which is the rate that we might pay for a conventional fixed or
floating rate debt security. This generally relatively lower internal funding rate, which is reflected in the economic terms of the notes, along with the fees and charges associated with market-linked notes, typically results in the initial
estimated value of the notes on the pricing date being less than their public offering price.
Payments on the notes, including the interest payments on the notes and the Redemption Amount, will be calculated based on the $10 principal amount per
unit. The Redemption Amount will depend on the performance of the Underlying Stock. In order to meet these payment obligations, at the time we issue the notes, we may choose to enter into certain hedging arrangements (which may include call
options, put options or other derivatives) with MLPF&S or one of its affiliates. The terms of these hedging arrangements are determined by seeking bids from market participants, including MLPF&S and its affiliates, and take into account
a number of factors, including our creditworthiness, interest rate movements, the volatility of the Underlying Stock, the tenor of the notes and the tenor of the hedging arrangements. The economic terms of the notes and their initial estimated
value depend in part on the terms of these hedging arrangements.
MLPF&S has advised us that the hedging arrangements will include a hedging related charge of approximately $0.075 per unit, reflecting an estimated
profit to be credited to MLPF&S from these transactions. Since hedging entails risk and may be influenced by unpredictable market forces, additional profits and losses from these hedging arrangements may be realized by MLPF&S or any
third party hedge providers.
For further information, see “Risk Factors—General Risks Relating to the Notes” beginning on page PS-6 and “Use of Proceeds and Hedging” on page PS-15
of product supplement STEPS-1.
MLPF&S Reorganization
As discussed above under “Supplement to the Plan of Distribution,” the current business of MLPF&S is being reorganized into two affiliated
broker-dealers. Effective on the Transfer Date, BofAMLS will be the new legal entity for the institutional services that are now provided by MLPF&S. As such, beginning on the Transfer Date, the institutional services currently being provided
by MLPF&S, including acting as selling agent for the notes, acting as calculation agent for the notes, acting as principal or agent in secondary market-making transactions for the notes and entering into hedging arrangements with respect to
the notes, are expected to be provided by BofAMLS. Accordingly, references to MLPF&S in this term sheet as such references relate to MLPF&S’s institutional services, such as those described above, should be read as references to BofAMLS
to the extent these services are to be performed on or after the Transfer Date.
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STEP Income Securities®
Linked to the Common Stock of Delta Air Lines, Inc., due January , 2020 |
Summary of Canadian Federal Income Tax Consequences
For a discussion of the material Canadian federal income tax consequences relating to an investment in the notes, please see the section entitled “Tax
Consequences—Canadian Taxation” in the prospectus dated September 7, 2018.
Summary of U.S. Federal Income Tax Consequences
You should consider the U.S. federal income tax consequences of an investment in the notes, including the following:
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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 41 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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You should consult your own tax advisor concerning the U.S. federal income tax consequences to you of acquiring, owning, and
disposing of the notes, as well as any tax consequences arising under the laws of any state, local, foreign, or other tax jurisdiction and the possible effects of changes in U.S. federal or other tax laws. You should review carefully the
discussion under the section entitled “U.S. Federal Income Tax Summary” beginning on page PS-34 of product supplement STEPS-1.
Where You Can Find More Information
We have filed a registration statement (including a product supplement, a prospectus supplement, and a prospectus) with the SEC for the offering to
which this term sheet relates. Before you invest, you should read the Note Prospectus, including this term sheet, and the other documents that we have filed with the SEC, for more complete information about us and this offering. You may get
these documents without cost by visiting EDGAR on the SEC website at www.sec.gov. Alternatively, we, any agent, or any dealer participating in this offering will arrange to send you these documents if you so request by calling MLPF&S
toll-free at 1-800-294-1322.
Market-Linked Investments Classification
MLPF&S classifies certain market-linked investments (the “Market-Linked Investments”) into categories, each with different
investment characteristics. The following description is meant solely for informational purposes and is not intended to represent any particular Enhanced Income Market-Linked Investment or guarantee any performance.
Enhanced Income Market-Linked Investments are short- to medium-term market-linked notes that offer you a way to enhance your income stream, either
through variable or fixed-interest coupons, an added payout at maturity based on the performance of the linked asset, or both. In exchange for receiving current income, you will generally forfeit upside potential on the linked asset. Even so,
the prospect of higher interest payments and/or an additional payout may equate to a higher return potential than you may be able to find through other fixed-income securities. Enhanced Income Market-Linked Investments generally do not include
market downside protection. The degree to which your principal is repaid at maturity is generally determined by the performance of the linked asset. Although enhanced income streams may help offset potential declines in the asset, you can still
lose part or all of your original investment.
“STEP Income Securities®” and “STEPS®” are the registered service marks of Bank of America Corporation, the
parent company of MLPF&S.