The Notes may be suitable for you if:
·
You seek an investment with quarterly Contingent Coupon Payments at a rate of 3.05% (12.20% per annum) until the earlier of maturity or automatic call, if,
and only if
, the Closing Price of the Lowest Performing Reference Asset on the applicable Valuation Date is greater than or equal to its Coupon Barrier Price.
·
You understand that if the Closing Price of the Lowest Performing Reference Asset on the Final Valuation Date has declined below its Principal Barrier Price, you will be fully exposed to the decline in such Lowest Performing Reference Asset from its Initial Price and will lose more than 30%, and possibly up to 100%, of the Principal Amount at maturity.
·
You are willing to accept the risk that you may not receive any Contingent Coupon Payment on one or more, or any, quarterly Contingent Coupon Payment Dates over the term of the Notes and may lose up to 100% of the Principal Amount of the Notes at maturity.
·
You understand that the Notes may be automatically called prior to maturity and that the term of the Notes may be as short as approximately three months.
·
You understand that the return on the Notes will depend solely on the performance of the Reference Asset that is the Lowest Performing Reference Asset on each Valuation Date and that you will not benefit in any way from the performance of the better performing Reference Assets.
·
You understand that the Notes are riskier than alternative investments linked to only one of the Reference Assets or linked to a basket composed of each Reference Asset.
·
You understand and are willing to accept the full downside risks of each Reference Asset.
·
You are willing to forgo participation in any appreciation of any Reference Asset and dividends or other distributions thereon.
·
You are willing to assume the credit risk of the Bank for all payments under the Notes, and understand that if the Bank defaults on its obligations you may not receive any amounts due to you including any repayment of principal.
The Notes may not be suitable for you if:
·
You seek a liquid investment or are unable or unwilling to hold the Notes to maturity.
·
You are unwilling to accept the risk that the Closing Price of the Lowest Performing Reference Asset on the Final Valuation Date may decline by more than 30%, and possibly up to 100%, from its Initial Price.
·
You seek exposure to the upside performance of any or each Reference Asset.
·
You require full payment of the Principal Amount of the Notes at maturity.
·
You are unwilling to purchase Notes with an estimated value as of the Trade Date that is lower than the Principal Amount.
·
You seek certainty of current income over the term of the Notes.
·
You seek exposure to a basket composed of each Reference Asset or a similar investment in which the overall return is based on a blend of the performances of the Reference Assets, rather than solely on the Lowest Performing Reference Asset.
·
You seek a security with a fixed term.
·
You do not fully understand the risks inherent in an investment in the Notes, including the risk of losing up to 100% of your initial investment.
·
You are not willing to assume the credit risk of the Bank for all payments under the Notes.
The investor suitability considerations identified above are not exhaustive. Whether or not the Notes are a suitable investment for you will depend on your individual circumstances and you should reach an investment decision only after you and your investment, legal, tax, accounting and other advisors have carefully considered the suitability of an investment in the Notes in light of your particular circumstances. You should also review Additional Risk Factors below for risks related to an investment in the Notes.
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CERTAIN TERMS OF THE NOTES
Payments of Principal and Interest
In the event that the stated Maturity Date is not a Business Day, then relevant repayment of principal will be made on the first preceding Business Day.
We describe payments as being based on a day count fraction of 30/360, unadjusted. This means that the number of days in each
Contingent Coupon Payment period will be based on a 360-day year of twelve 30-day months (30/360) and that the number of days in each Contingent Coupon Payment period will not be adjusted if a Contingent Coupon Payment Date falls on a day that is not a Business Day (unadjusted). We will pay any interest payable on any Contingent Coupon Payment Date other than the Maturity Date to the persons in whose names the Notes are registered at the close of business one Business Day prior to such Contingent Coupon Payment Date.
If any
Contingent Coupon Payment Date or Call Payment Date falls on a day that is not a Business Day (including any Contingent Coupon Payment Date that is also the Maturity Date), the relevant Contingent Coupon Payment Date or Call Payment Date will be the first preceding Business Day.
Unavailability of the Price of the Reference Assets on a Valuation Date
If any Reference Assets listing is withdrawn from the principal national securities exchange on which it is listed for trading and such Reference Asset is not listed on any national exchange, or trading on such Reference Asset is terminated on or prior to any Valuation Date, then the Closing Price for such Reference Asset on that date will be determined by the Calculation Agent. In determining the Closing Price for such Reference Asset on that date, the Calculation Agent may consider any relevant information, including, without limitation, information consisting of relevant market data in the relevant market supplied by one or more third parties or internal sources including, without limitation, relevant rates, prices, yields, yield curves, volatilities, spreads, correlations or other relevant market data in the relevant market.
Market Disruption Events
If a Market Disruption Event in respect of any Reference Asset occurs or is continuing on any scheduled Valuation Date, then such Valuation Date will be postponed for each Reference Asset to the first succeeding day that is a Trading Day for each Reference Asset and on which a Market Disruption Event has not occurred and is not continuing for any Reference Asset. If a Market Disruption Event in respect of any Reference Asset occurs or is continuing on each Trading Day to and including the seventh Trading Day following the Valuation Date, the Closing Price of each Reference Asset will be determined (or, if not determinable, estimated by the Calculation Agent in a manner which is considered commercially reasonable under the circumstances) by the Calculation Agent on that seventh Trading Day, regardless of the occurrence or continuation of a Market Disruption Event in respect of one or more Reference Assets on that day. In such an event, the Calculation Agent will make a good faith estimate in its sole discretion of the Closing Price of each affected Reference Asset that would have prevailed in the absence of the Market Disruption Event in respect of such Reference Asset. No interest will accrue as a result of delayed payment. In the event the Final Valuation Date is postponed as a result of a Market Disruption Event, the Maturity Date shall be five Business Days after the Final Valuation Date, as so postponed.
A Market Disruption Event means any event, circumstance or cause which the Bank determines, and the Calculation Agent confirms, has or will have a material adverse effect on the ability of the Bank to perform its obligations under the Notes or to hedge its position in respect of its obligations to make payment of amounts owing thereunder and more specifically includes the following events to the extent that they have such effect with respect to any of the Reference Assets:
·
a suspension, absence or limitation of trading in (i) that security in its primary market, as determined by the Calculation Agent, or (ii) futures or options contracts relating to that security in the primary market for those contracts, as determined by the Calculation Agent;
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·
any event that disrupts or impairs, as determined by the Calculation Agent, the ability of market participants to (i) effect transactions in, or obtain market values for, the security in its primary market, or (ii) effect transactions in, or obtain market values for, futures or options contracts relating to the security in its primary market;
·
the closure on any day of the primary market for that security on a scheduled Trading Day prior to the scheduled weekday closing time of that market (without regard to after hours or any other trading outside of the regular trading session hours) unless such earlier closing time is announced by the primary market at least one hour prior to the earlier of (i) the actual closing time for the regular trading session on such primary market on such scheduled Trading Day for such primary market and (ii) the submission deadline for orders to be entered into the relevant exchange system for execution at the close of trading on such scheduled Trading Day for such primary market;
·
any scheduled Trading Day on which (i) the primary market for that security or (ii) the exchanges or quotation systems, if any, on which futures or options contracts on that security are traded, fails to open for trading during its regular trading session; or
·
any other event, if the Calculation Agent determines that the event interferes with our ability or the ability of any of our affiliates to unwind all or a portion of a hedge with respect to the Notes that we or our affiliates have effected or may effect as described below under Use of Proceeds and Hedging below.
Anti-Dilution Adjustments Relating to the Reference Assets
If any of the dilution events described below occurs with respect to any of the Reference Assets, the Calculation Agent will adjust the Initial Price, Coupon Barrier Price, Autocall Barrier Price and Principal Barrier Price for such Reference Asset.
The Calculation Agent will adjust the relevant Initial Price, Coupon Barrier Price, Autocall Barrier Price and Principal Barrier Price as described below, but only if an event below under this section occurs with respect to one or more of the Reference Assets and only if the relevant event occurs during the period described under the applicable subsection. The respective Initial Price, Coupon Barrier Price, Autocall Barrier Price and Principal Barrier Price will be subject to the adjustments described below, independently and separately, with respect to the dilution events that affect a Reference Asset.
If more than one anti-dilution event requiring adjustment occurs with respect to the Initial Price, Coupon Barrier Price, Autocall Barrier Price and Principal Barrier Price of a particular Reference Asset, the Calculation Agent will adjust that Initial Price, Coupon Barrier Price, Autocall Barrier Price and Principal Barrier Price for each event, sequentially, in the order in which the events occur, and on a cumulative basis. Therefore, having adjusted the Initial Price, Coupon Barrier Price, Autocall Barrier Price and Principal Barrier Price for the first event, the Calculation Agent will adjust the Initial Price, Coupon Barrier Price, Autocall Barrier Price and Principal Barrier Price for the second event, applying the required adjustment to the Initial Price, Coupon Barrier Price, Autocall Barrier Price and Principal Barrier Price as already adjusted for the first event, and so on for each event. If an event requiring an anti-dilution adjustment occurs, the Calculation Agent will make the adjustment with a view to offsetting, to the extent practical, any change in the economic position of the holder and us, relative to your note, that results solely from that event. The Calculation Agent may, in its sole discretion, modify the anti-dilution adjustments as necessary to ensure an equitable result.
Stock Splits and Stock Dividends
A stock split is an increase in the number of a corporations outstanding shares of stock without any change in its stockholders equity. When a corporation pays a stock dividend, it issues additional shares of its stock to all holders of its outstanding stock in proportion to the shares they own. Each outstanding share will be worth less as a result of a stock split or stock dividend.
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If one of the Reference Assets is subject to a stock split or receives a stock dividend, then the Calculation Agent will adjust the Initial Price, Coupon Barrier Price, Autocall Barrier Price and Principal Barrier Price of such Reference Asset by dividing its prior Initial Price, Coupon Barrier Price, Autocall Barrier Price, and Principal Barrier Pricethat is, the Initial Price, Coupon Barrier Price, Autocall Barrier Price, and Principal Barrier Price before the stock split or stock dividendby the number equal to: (1) the number of shares of such Reference Asset outstanding immediately after the stock split or stock dividend becomes effective; divided by (2) the number of shares of such Reference Asset outstanding immediately before the stock split or stock dividend becomes effective. The Initial Price, Coupon Barrier Price, Autocall Barrier Price and Principal Barrier Price will not be adjusted, however, unless:
·
in the case of a stock split, the first day on which such Reference Asset trades without the right to receive the stock split occurs after the Trade Date and on or before the applicable Valuation Date; or
·
in the case of a stock dividend, the ex-dividend date occurs after the Trade Date and on or before the applicable Valuation Date.
The ex-dividend date for any dividend or other distribution with respect to such Reference Asset is the first day on which such Reference Asset trades without the right to receive that dividend or other distribution.
Reverse Stock Splits
A reverse stock split is a decrease in the number of a corporations outstanding shares of stock without any change in its stockholders equity. Each outstanding share will be worth more as a result of a reverse stock split.
If one of the Reference Assets is subject to a reverse stock split, then the Calculation Agent will adjust the Initial Price, Coupon Barrier Price, Autocall Barrier Price and Principal Barrier Price of such Reference Asset by multiplying its prior Initial Price, Coupon Barrier Price, Autocall Barrier Price and Principal Barrier Price by a number equal to: (1) the number of shares of such Reference Asset outstanding immediately before the reverse stock split becomes effective; divided by (2) the number of shares of such Reference Asset outstanding immediately after the reverse stock split becomes effective. The Initial Price, Coupon Barrier Price, Autocall Barrier Price and Principal Barrier Price will not be adjusted, however, unless the reverse stock split becomes effective after the Trade Date and on or before the applicable Valuation Date.
Extraordinary Dividends
Any distribution or dividend on one of the Reference Assets determined by the Calculation Agent to be a distribution or dividend that is not in the ordinary course of the issuers historical dividend practices will be deemed to be an extraordinary dividend. The Calculation Agent will determine if the dividend is an extraordinary dividend and, if so, the amount of the extraordinary dividend. Each outstanding share will be worth less as a result of an extraordinary dividend.
If any extraordinary dividend occurs with respect to one of the Reference Assets, the Calculation Agent will adjust the Initial Price, Coupon Barrier Price, Autocall Barrier Price and Principal Barrier Price of such Reference Asset to equal the product of: (1) its prior Initial Price, Coupon Barrier Price, Autocall Barrier Price and Principal Barrier Price, times (2) a fraction, the numerator of which is the amount by which the closing price of such Reference Asset on the Business Day before the ex-dividend date exceeds the extraordinary dividend amount and the denominator of which is the closing price of such Reference Asset on the Business Day before the ex-dividend date. The Initial Price, Coupon Barrier Price, Autocall Barrier Price and Principal Barrier Price will not be adjusted, however, unless the ex-dividend date occurs after the Trade Date and on or before the applicable Valuation Date.
The extraordinary dividend amount with respect to an extraordinary dividend for such Reference Asset equals:
·
for an extraordinary dividend that is paid in lieu of a regular quarterly dividend, the amount of the extraordinary dividend per share of such Reference Asset minus the amount per share of the immediately preceding dividend, if any, that was not an extraordinary dividend for such Reference Asset; or
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·
for an extraordinary dividend that is not paid in lieu of a regular quarterly dividend, the amount per share of the extraordinary dividend.
To the extent an extraordinary dividend is not paid in cash, the value of the non-cash component will be determined by the Calculation Agent. A distribution on one of the Reference Assets that is a stock dividend, an issuance of transferable rights or warrants or a spin-off event and also an extraordinary dividend will result in an adjustment to its Initial Price, Coupon Barrier Price, Autocall Barrier Price and Principal Barrier Price only as described under Stock Splits and Stock Dividends above, Transferable Rights and Warrants below or Reorganization Events below, as the case may be, and not as described here.
Transferable Rights and Warrants
If the issuer of one of the Reference Assets issues transferable rights or warrants to all holders of such Reference Asset to subscribe for or purchase such Reference Asset at an exercise price per share that is less than the closing price of such Reference Asset on the Business Day before the ex-dividend date for the issuance, then the Initial Price, Coupon Barrier Price, Autocall Barrier Price and Principal Barrier Price of such Reference Asset will be adjusted by multiplying the prior Initial Price, Coupon Barrier Price, Autocall Barrier Price and Principal Barrier Price by the following fraction:
·
the numerator will be the number of shares of such Reference Asset outstanding at the close of business on the day before that ex-dividend date plus the number of additional shares of such Reference Asset that the aggregate offering price of the total number of shares of such Reference Asset so offered for subscription or purchase pursuant to the transferable rights or warrants could purchase at the closing price on the Business Day before the ex-dividend date, with that number of additional shares being determined by multiplying the total number of shares so offered by the exercise price of those transferable rights or warrants and dividing the resulting product by the closing price on the Business Day before that ex-dividend date.
·
the denominator will be the number of shares of such Reference Asset outstanding at the close of business on the day before that ex-dividend date plus the number of additional shares of such Reference Asset offered for subscription or purchase under those transferable rights or warrants.
The Initial Price, Coupon Barrier Price, Autocall Barrier Price and Principal Barrier Price will not be adjusted, however, unless the ex-dividend date described above occurs after the Trade Date and on or before the applicable Valuation Date.
Reorganization Events
If the issuer of one of the Reference Assets undergoes a reorganization event in which property other than such Reference Assete.g., cash and securities of another issueris distributed in respect of such Reference Asset, then, for purposes of calculating the level of such Reference Asset, the Calculation Agent will determine the closing price of such Reference Asset on the Valuation Date to equal the value of the cash, securities and other property distributed in respect of one share of such Reference Asset.
If the Calculation Agent determines that, by valuing such cash, securities and other property, a commercially reasonable result is not achieved, then the Calculation Agent will, in its sole discretion, substitute another stock for that Reference Asset.
Each of the following is a reorganization event with respect to any of the Reference Assets:
·
the Reference Asset is reclassified or changed;
·
the issuer of the Reference Asset, or any surviving entity or subsequent surviving entity of the issuer of the Reference Asset (a Successor Entity) has been subject to a merger, consolidation or other combination and either is not the surviving entity or is the surviving entity but all the outstanding stock is exchanged for or converted into other property;
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An investment in the Notes involves significant risks. In addition to the following risks included in this pricing supplement, we urge you to read Risk Factors beginning on page S-1 of the accompanying Prospectus Supplement and Risk Factors beginning on page 1 of the accompanying Prospectus.
You should understand the risks of investing in the Notes and should reach an investment decision only after careful consideration, with your advisers, of the suitability of the Notes in light of your particular financial circumstances and the information set forth in this pricing supplement and the accompanying Prospectus and Prospectus Supplement.
The Notes Do Not Guarantee Any Return Of Principal; You May Suffer A Loss Of All Or A Substantial Portion Of The Principal Amount Of Your Notes.
The Notes do not guarantee any return of principal. The repayment of any principal on the Notes at maturity depends on the Final Price of the Reference Assets. The Bank will only repay you the full Principal Amount of your Notes if the Final Price of the Lowest Performing Reference Asset on the Final Valuation Date is equal to or greater than its Principal Barrier Price. If the Final Price of the Lowest Performing Reference Asset on the Final Valuation Date is less than its Principal Barrier Price you may lose all or a substantial portion of your initial investment in an amount equal to the negative Percentage Change, subject to any return realized in the form of Contingent Coupon Payments. Accordingly, you could lose all or a substantial portion of your initial investment in the Notes if the Final Price of the Lowest Performing Reference Asset on the Final Valuation Date is less than its Principal Barrier Price.
The Automatic Call Feature Limits Your Potential Return.
The appreciation potential of the Notes as of any Valuation Date is limited to your initial investment plus the applicable Contingent Coupon Payment otherwise due on such day. In addition, if the Notes are called, which may occur as early as the first Valuation Date, the amount of interest payable on the Notes will be less than the full amount of interest that would have been payable if the Notes had not been called prior to maturity. If the Notes are automatically called, you will lose the opportunity to continue to potentially accrue and be paid Contingent Coupon Payments from the relevant Call Payment Date to the scheduled Maturity Date, and the total return on the Notes could be minimal. Because of the automatic call feature, the term of your investment in the Notes may be limited to a period that is shorter than the original term of the Notes and may be as short as three months. There is no guarantee that you would be able to reinvest the proceeds from an investment in the Notes at a comparable return for a similar level of risk in the event the Notes are automatically called prior to the Maturity Date.
The Notes Do Not Provide For Fixed Payments Of Interest And You May Receive No Contingent Coupon Payments On One Or More Contingent Coupon Payment Dates, Or Even Throughout The Entire Term Of The Notes.
On each Contingent Coupon Payment Date you will receive a Contingent Coupon Payment if,
and only if
, the Closing Price of the Lowest Performing Reference Asset on the related Valuation Date is greater than or equal to its Coupon Barrier Price. If the Closing Price of the Lowest Performing Reference Asset on any Valuation Date is less than its Coupon Barrier Price, you will not receive any Contingent Coupon Payment on the related Contingent Coupon Payment Date, and if the Closing Price of the Lowest Performing Reference Asset is less than its Coupon Barrier Price on each Valuation Date over the term of the Notes, you will not receive any Contingent Coupon Payments over the entire term of the Notes.
Your Return On The Notes Will Be Limited To The Contingent Coupon Payments Paid On The Notes, If Any.
The Payment at Maturity will not exceed the Principal Amount plus the final Contingent Coupon Payment and any positive return you receive on the Notes will be composed solely of the sum of any Contingent Coupon Payments received prior to and at maturity. Therefore, if the appreciation of the Reference Assets exceeds the sum of the Contingent Coupon Payments made to you, if any, the Notes will underperform an investment in securities linked to each of the Reference Assets providing full participation in the appreciation. Accordingly, the return on the Notes
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may be less than the return would be if you made an investment in securities directly linked to the positive performance of the Reference Assets.
The Notes Are Subject To The Full Risks Of Each Reference Asset And Will Be Negatively Affected If Any Reference Asset Performs Poorly, Even If The Other Reference Assets Perform Favorably.
You are subject to the full risks of each Reference Asset. If any Reference Asset performs poorly, you will be negatively affected, even if the other Reference Assets perform favorably. The Notes are not linked to a basket composed of the Reference Assets, where the better performance of some Reference Assets could offset the poor performance of others. Instead, you are subject to the full risks of whichever Reference Asset is the Lowest Performing Reference Asset on each Valuation Date. As a result, the Notes are riskier than an alternative investment linked to only one of the Reference Assets or linked to a basket composed of each Reference Asset. You should not invest in the Notes unless you understand and are willing to accept the full downside risks of each Reference Asset.
Your Return On The Notes Will Depend Solely On The Performance Of The Reference Asset That Is The Lowest Performing Reference Asset On Each Valuation Date, And You Will Not Benefit In Any Way From The Performance Of The Better Performing Reference Assets.
Your return on the Notes will depend solely on the performance of the Reference Asset that is the Lowest Performing Reference Asset on each Valuation Date. Although it is necessary for each Reference Asset to close above its respective Coupon Barrier Price on the relevant Valuation Date in order for you to receive a quarterly Contingent Coupon Payment and to close above its respective Principal Barrier Price for you to be repaid the Principal Amount of your Notes at maturity, you will not benefit in any way from the performance of the better performing Reference Assets. The Notes may underperform an alternative investment linked to a basket composed of the Reference Assets, since in such case the performance of the better performing Reference Assets would be blended with the performance of the Lowest Performing Reference Asset, resulting in a better return than the return of the Lowest Performing Reference Asset alone.
Your Return May Be Lower Than The Return On A Conventional Debt Security Of Comparable Maturity.
The return that you will receive on your 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 a conventional senior interest bearing debt security of the Bank with the same maturity date or if you invested directly in one or more of the Reference Assets. Your investment may not reflect the full opportunity cost to you when you take into account factors that affect the time value of money.
The Payment At Maturity Is Not Linked To The Price Of The Reference Assets At Any Time Other Than The Final Valuation Date.
The Payment at Maturity will be based on the Final Price of the Lowest Performing Reference Asset on the Final Valuation Date (subject to adjustments as described herein, including those described under Certain Terms of the NotesAnti-Dilution Adjustments Relating to the Reference Assets). Therefore, for example, if the Closing Price of the Lowest Performing Reference Asset declined substantially as of the Final Valuation Date compared to the Trade Date, the Payment at Maturity may be significantly less than it would otherwise have been had the Payment at Maturity been linked to the Closing Price of such Reference Asset prior to the Final Valuation Date. Although the actual price of the Lowest Performing Reference Asset at other times during the term of the Notes may be higher than the Final Price, your Payment at Maturity will not benefit from the closing price of such Reference Asset at any time other than the Final Valuation Date.
If The Prices Of The Reference Assets Change, The Market Value Of Your Notes May Not Change In The Same Manner.
Your Notes may trade quite differently from the performance of the Reference Assets. Changes in the price of the Reference Assets may not result in a comparable change in the market value of your Notes. We discuss some of the reasons for this disparity under The Price At Which The Notes May Be Sold Prior To Maturity Will Depend On A Number Of Factors And May Be Substantially Less Than The Amount For Which They Were Originally Purchased below.
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Holding The Notes Is Not The Same As Holding The Reference Assets, And You Will Have No Ownership Rights In The Reference Assets.
Holding the Notes is not the same as holding the Reference Assets. As a holder of the Notes, you will not be entitled to the voting rights or rights to receive dividends or other distributions or other rights that holders of any of the Reference Assets would enjoy.
In addition, the return on your Notes will not reflect the return you would realize if you actually owned the Reference Assets because the value of the Reference Assets may be calculated by reference only to the price of the respective equities, without taking into consideration the value of any dividends or other distributions paid.
Your Notes may trade or be valued quite differently from the Reference Assets. Changes in the level of the Reference Assets may not result in comparable changes in the market value of your Notes. Even if the prices of the Reference Assets increase from their Initial Prices during the term of the Notes, the market value of the Notes prior to maturity may not increase to the same extent. It is also possible for the market value of the Notes prior to maturity to decrease while the prices of the Reference Assets increases.
We Have No Affiliation With The Issuers Of Any Of The Reference Assets.
The issuer of each Reference Asset is not an affiliate of the Bank and is not involved in any of the Banks offerings of Notes pursuant to this pricing supplement in any way. Consequently, we have no control of the actions of the issuers of the Reference Assets, including any corporate actions of the type that would require the Calculation Agent to adjust the payment to you. The issuers of the Reference Assets have no obligation to consider your interest as an investor in the Notes in taking any corporate actions that might affect the value of the Notes. None of the money you pay for the Notes will go to the issuers of the Reference Assets.
In addition, as we are not affiliated with the issuers of the Reference Assets, we do not assume any responsibility for the adequacy of the information about the Reference Assets or their issuers contained in this pricing supplement or any of the publicly available filings of the issuer of any Reference Asset. We are not responsible for any issuers public disclosure of information on itself or the applicable Reference Asset, whether contained in SEC filings or otherwise. As an investor in the Notes, you should make your own investigation into the Reference Assets.
The Amount To Be Paid At Maturity Will Not Be Affected By All Developments Relating To The Reference Assets.
Changes in the prices of the Reference Assets during the term of the Notes before any Valuation Date or Valuation Dates will not be reflected in the calculation of the Payment at Maturity, unless the price of the Lowest Performing Reference Asset trades or closes below its Principal Barrier Price on the Final Valuation Date (subject to adjustments as described herein, including those described under Certain Terms of the NotesAnti-Dilution Adjustments Relating to the Reference Assets). The Calculation Agent will calculate this amount by comparing only the Final Price of the Lowest Performing Reference Asset on the Final Valuation Date to the corresponding Initial Price and by comparing the Final Price of the Lowest Performing Reference Asset on the Final Valuation Date to the Principal Barrier Price. No other prices of the Lowest Performing Reference Asset will be taken into account with respect to the Payment at Maturity. As a result, you may receive less than the Principal Amount of your Notes, even if the price of the Lowest Performing Reference Asset on the Final Valuation Date has increased at certain times during the term of the Notes before decreasing to a price below the Initial Price or Principal Barrier Price as of the Final Valuation Date.
We Will Not Hold The Reference Assets For Your Benefit.
The indenture and the terms governing your Notes do not contain any obligation on us or our affiliates to hedge nor any restriction on our ability or the ability of any of our affiliates to sell, pledge or otherwise convey all or any portion of the Reference Assets that we or they may acquire. There can be no assurance that any hedging transaction we or our affiliates may undertake with respect to our exposure under the Notes will be successful or will be maintained over the term of the Notes. Neither we nor our affiliates will pledge or otherwise hold any assets for your benefit, including the Reference Assets. Consequently, in the event of our bankruptcy, insolvency or liquidation, any
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of those assets that we own will be subject to the claims of our creditors generally and will not be available for your benefit specifically.
You Must Rely On Your Own Evaluation Of The Merits Of An Investment Linked To The Reference Assets.
In the ordinary course of business, we or our affiliates may have expressed views on expected movements in the Reference Assets, and may do so in the future. These views or reports may be communicated to our clients and clients of our affiliates. However, these views are subject to change from time to time. Moreover, other professionals who deal in markets relating to the Reference Assets may at any time have significantly different views from those of us or our affiliates. For these reasons, you are encouraged to derive information concerning the Reference Assets from multiple sources, and you should not rely solely on our views or the views expressed by our affiliates. For additional information, see Information Regarding the Reference Assets in this pricing supplement and the Reference Assets issuers SEC filings. We urge you to review financial and other information filed periodically by the Reference Assets issuers with the SEC.
We Cannot Assure You That The Public Information Provided On The Issuers Of The Reference Assets Is Accurate Or Complete.
All disclosures contained in this pricing supplement regarding the issuers of the Reference Assets are derived from publicly available documents and other publicly available information. We have not participated, and will not participate, in the preparation of such documents or made any due diligence inquiry with respect to the issuers of the Reference Assets in connection with the offering of the Notes. We do not make any representation that such publicly available documents or any other publicly available information regarding the issuers of the Reference Assets are accurate or complete, and are not responsible for public disclosure of information by the issuers of the Reference Assets, whether contained in filings with the SEC or otherwise. Furthermore, we cannot give any assurance that all events occurring prior to the date of this pricing supplement, including events that would affect the accuracy or completeness of the public filings of the issuers of the Reference Assets or the value of the Reference Assets (and therefore the Closing Price of the Reference Assets on a Valuation Date, the Final Prices and whether there will be an automatic call), will have been publicly disclosed. Subsequent disclosure of any such events or the disclosure of or failure to disclosure material future events concerning the issuers of the Reference Assets could affect whether there will be an automatic call, the amount you will receive at maturity (assuming no automatic call) and, therefore, the trading price of the Notes. Any prospective investor of the Notes should undertake an independent investigation of the issuers of the Reference Assets as in its judgment is appropriate to make an informed decision with respect to an investment in the Notes.
The Historical Performance Of The Reference Assets Should Not Be Taken As An Indication Of Their Future Performance.
The prices of the Reference Assets will determine the amount to be paid on the Notes at maturity and whether the Notes will be called prior to maturity. The historical performance of the Reference Assets does not necessarily give an indication of their future performance. As a result, it is impossible to predict whether the prices of the Reference Assets will rise or fall during the term of the Notes. The prices of the Reference Assets will be influenced by complex and interrelated political, economic, financial and other factors.
Certain Business And Trading Activities May Create Conflicts With Your Interests And Could Potentially Adversely Affect The Value Of The Notes.
We or one or more of our affiliates, may engage in trading and other business activities that are not for your account or on your behalf (such as holding or selling of the Notes for our proprietary account or effecting secondary market transactions in the Notes for other customers). These activities may present a conflict between your interest in the Notes and the interests we or one or more of our affiliates, may have in our or their proprietary account. We and our affiliates may engage in any such activities without regard to the Notes or the effect that such activities may directly or indirectly have on the value of the Notes.
Moreover, we and our affiliates play a variety of roles in connection with the issuance of the Notes, including hedging our obligations under the Notes and making the assumptions and inputs used to determine the pricing of the Notes and the estimated value of the Notes when the terms of the Notes are set. We expect to hedge our obligations
PRS-
24
under the Notes through one of our affiliates and/or another unaffiliated counterparty. In connection with such activities, our economic interests and the economic interests of affiliates of ours may be adverse to your interests as an investor in the Notes. Any of these activities may affect the value of the Notes. In addition, because hedging our obligations entails risk and may be influenced by market forces beyond our control, this hedging activity may result in a profit that is more or less than expected, or it may result in a loss. We or one or more of our affiliates will retain any profits realized in hedging our obligations under the Notes even if investors do not receive a favorable investment return under the terms of the Notes or in any secondary market transaction. For additional information regarding our hedging activities, please see Use of Proceeds and Hedging in this pricing supplement.
In addition, the Bank will serve as Calculation Agent for the Notes and will have sole discretion in calculating the amounts payable in respect of the Notes. Exercising discretion in this manner could
adversely affect the value of the Notes.
The Calculation Agent Can Postpone The Determination Of A Closing Price Or The Final Price If A Market Disruption Event Occurs.
The determination of a Closing Price or the Final Price may be postponed if the Calculation Agent determines that a Market Disruption Event has occurred or is continuing on any Valuation Date with respect to one or more Reference Assets. If such a postponement occurs, then the applicable Valuation Date will be postponed for each Reference Asset to the first succeeding day that is a Trading Day for each Reference Asset and on which a Market Disruption Event has not occurred and is not continuing for any Reference Asset. In no event, however, will any Valuation Date be postponed by more than seven Trading Days. As a result, if a Market Disruption Event occurs or is continuing on the Final Valuation Date, the Maturity Date for the Notes could also be postponed, although not by more than seven Trading Days. No interest will accrue as a result of a delayed payment.
If the determination of the Closing Price of the Reference Assets for any Valuation Date is postponed to the last possible day, but a Market Disruption Event occurs or is continuing on that day for one or more Reference Assets, that day will nevertheless be the date on which the Closing Price of the Reference Assets will be determined by the Calculation Agent. In such an event, the Calculation Agent will make a good faith estimate in its sole discretion of the Closing Price for each affected Reference Assets that would have prevailed in the absence of the Market Disruption Event in respect of such Reference Asset. See Certain Terms of the NotesMarket Disruption Events in this pricing supplement. Under certain circumstances, the determinations of the Calculation Agent will be confirmed by one or more independent calculation experts. See Certain Terms of the NotesAppointment of Independent Calculation Experts in this pricing supplement.
There Are Potential Conflicts Of Interest Between You And The Calculation Agent.
The Calculation Agent will, among other things, determine the amount of your Payment at Maturity on the Notes. We will serve as the Calculation Agent. We may change the Calculation Agent after the original issue date without notice to you. The Calculation Agent will exercise its judgment when performing its functions. For example, the Calculation Agent may have to determine whether a Market Disruption Event affecting one or more Reference Assets has occurred, and make certain adjustments with respect to the Reference Assets if certain events occur. This determination may, in turn, depend on the Calculation Agents judgment whether the event has materially interfered with our ability or the ability of one of our affiliates to unwind our hedge positions.
Since this determination by the Calculation Agent will affect the Payment at Maturity on the Notes, the Calculation Agent may have a conflict of interest if it needs to make a determination of this kind. Under certain circumstances, the determinations of the Calculation Agent will be confirmed by one or more independent calculation experts. See Certain Terms of the NotesAppointment of Independent Calculation Experts in this pricing supplement.
No Assurance That The Investment View Implicit In The Notes Will Be Successful.
It is impossible to predict with certainty whether and the extent to which the prices of the Reference Assets will rise or fall. There can be no assurance that the Final Prices will be greater than the corresponding Principal Barrier Prices. The Final Prices may be influenced by complex and interrelated political, economic, financial and other factors that affect the Reference Assets. You should be willing to accept the risks of the price performance of equity
PRS-
25
securities in general and the Reference Assets in particular, and the risk of losing some or all of your initial investment.
Furthermore, we cannot give you any assurance that the future performance of the Reference Assets will result in your receiving an amount greater than or equal to the Principal Amount of your Notes. Certain periods of historical performance of the Reference Assets would have resulted in you receiving less than the Principal Amount of your Notes if you had owned notes with terms similar to these Notes in the past. See Information Regarding The Reference Assets in this pricing supplement for further information regarding the historical performance of the Reference Assets.
The Notes Are Not Ordinary Debt Securities.
The Notes have certain investment characteristics that differ from traditional fixed income securities. Specifically, the performance of the Notes will not track the same price movements as traditional interest rate products.
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 a conventional senior interest bearing debt security of the Bank. A person should reach a decision to invest in the Notes after carefully considering, with his or her advisors, the suitability of the Notes in light of his or her investment objectives and the information set out in the above terms of the offering. The Issuer does not make any recommendation as to whether the Notes are a suitable investment for any person.
Your Investment Is Subject To The Credit Risk Of The Bank.
The Notes are senior unsecured debt obligations of the Bank and are not, either directly or indirectly, an obligation of any third party. As further described in the accompanying Prospectus and Prospectus Supplement, the Notes will rank on par with all of the other unsecured and unsubordinated debt obligations of the Bank, except such obligations as may be preferred by operation of law. Any payment to be made on the Notes, including the return of the Principal Amount at maturity or on a Call Payment Date, as applicable, depends on the ability of the Bank to satisfy its obligations as they come due. As a result, the actual and perceived creditworthiness of the Bank may affect the market value of the Notes and, in the event the Bank were to default on its obligations, you may not receive the amounts owed to you under the terms of the Notes.
If we default on our obligations under the Notes, your investment would be at risk and you could lose some or all of your investment. See Description of Senior Debt Securities
Events of Default in the accompanying Prospectus.
The Indenture does not contain any restrictions on our ability or the ability of any of our affiliates to sell, pledge or otherwise convey all or any securities. We and our affiliates will not pledge or otherwise hold any security for the benefit of holders of the Notes. Consequently, in the event of a bankruptcy, insolvency or liquidation involving us, any securities we hold as a hedge to the Notes will be subject to the claims of our creditors generally and will not be available specifically for the benefit of the holders of the Notes.
The Price At Which The Notes May Be Sold Prior To Maturity Will Depend On A Number Of Factors And May Be Substantially Less Than The Amount For Which They Were Originally Purchased.
The price at which the Notes may be sold prior to maturity will depend on a number of factors. Some of these factors include, but are not limited to: (i) actual or anticipated changes in the prices of the Reference Assets over the full term of the Note, (ii) volatility of the prices of the Reference Assets and the markets perception of future volatility of the prices of the Reference Assets, (iii) changes in interest rates generally, (iv) any actual or anticipated changes in our credit ratings or credit spreads, and (v) time remaining to maturity. In particular, the price of the Notes may be impacted by the fact that the Notes may be automatically called prior to maturity. Additionally, the interest rates of the Notes reflect not only our credit spread generally but also the automatic call feature of the Notes and thus may not reflect the rate at which a note without an automatic call feature might be issued and sold.
Depending on the actual or anticipated level of interest rates, the market value of the Notes may decrease and you may receive up to 100% less than the original issue price if you sell your Notes prior to maturity.
PRS-
26
The Inclusion Of Dealer Spread And Projected Profit From Hedging In The Original Issue Price Is Likely To Adversely Affect Secondary Market Prices.
Assuming no change in market conditions or any other relevant factors, the price, if any, at which CIBCWM or any other party is willing to purchase the Notes at any time in secondary market transactions will likely be significantly lower than the original issue price, since secondary market prices are likely to exclude underwriting commissions paid with respect to the Notes and the cost of hedging our obligations under the Notes that are included in the original issue price. The cost of hedging includes the projected profit that we and/or our affiliates may realize in consideration for assuming the risks inherent in managing the hedging transactions. These secondary market prices are also likely to be reduced by the costs of unwinding the related hedging transactions. In addition, any secondary market prices may differ from values determined by pricing models used by CIBCWM as a result of dealer discounts, mark-ups or other transaction costs.
The Banks Estimated Value Of The Notes Is Lower Than The Original Issue Price (Price To Public) Of The Notes.
The Banks estimated value is only an estimate using several factors. The original issue price of the Notes exceeds the Banks estimated value because costs associated with selling and structuring the Notes, as well as hedging the Notes, are included in the original issue price of the Notes. See The Banks Estimated Value of the Notes in this pricing supplement.
The Banks Estimated Value Does Not Represent Future Values Of The Notes And May Differ From Others Estimates.
The Banks estimated value of the Notes is only an estimate, which was determined by reference to the Banks internal pricing models when the terms of the Notes were set. This estimated value was based on market conditions and other relevant factors existing at that time, the Banks internal funding rate on the Trade Date and the Banks assumptions about market parameters, which can include volatility, dividend rates, interest rates and other factors. Different pricing models and assumptions could provide valuations for the Notes that are greater or less than the Banks estimated value. In addition, market conditions and other relevant factors in the future may change, and any assumptions may prove to be incorrect. On future dates, the value of the Notes could change significantly based on, among other things, changes in market conditions, including the value of the Reference Assets, the Banks creditworthiness, interest rate movements and other relevant factors, which may impact the price at which CIBCWM or any other party would be willing to buy the Notes from you in any secondary market transactions. The Banks estimated value does not represent a minimum price at which CIBCWM or any other party would be willing to buy the Notes in any secondary market (if any exists) at any time. See The Banks Estimated Value of the Notes in this pricing supplement.
The Banks Estimated Value Was Not Determined By Reference To Credit Spreads For Our Conventional Fixed-Rate Debt.
The internal funding rate used in the determination of the Banks estimated value of the Notes generally represents a discount from the credit spreads for our conventional fixed-rate debt. The discount is based on, among other things, our view of the funding value of the Notes as well as the higher issuance, operational and ongoing liability management costs of the Notes in comparison to those costs for our conventional fixed-rate debt. If the Bank were to have used the interest rate implied by our conventional fixed-rate debt, we would expect the economic terms of the Notes to be more favorable to you. Consequently, our use of an internal funding rate for market-linked notes had an adverse effect on the economic terms of the Notes and the estimated value of the Notes on the Trade Date and could have an adverse effect on any secondary market prices of the Notes. See The Banks Estimated Value of the Notes in this pricing supplement.
Hedging Activities By The Bank May Negatively Impact Investors In The Notes And Cause Our Respective Interests And Those Of Our Clients And Counterparties To Be Contrary To Those Of Investors In The Notes.
The Bank or one or more of our affiliates has hedged or expects to hedge the obligations under the Notes by purchasing futures and/or other instruments linked to the Reference Assets. The Bank or one or more of our
PRS-
27
affiliates also expects to adjust the hedge by, among other things, purchasing or selling any of the foregoing, and perhaps other instruments linked to the Reference Assets, at any time and from time to time, and to unwind the hedge by selling any of the foregoing on or before the Final Valuation Date.
Any of these hedging activities may adversely affect the price of the Reference Assets and therefore the market value of the Notes and the amount you will receive, if any, on the Notes. In addition, you should expect that these transactions will cause the Bank or our affiliates or our respective clients or counterparties, to have economic interests and incentives that do not align with, and that may be directly contrary to, those of an investor in the Notes. The Bank or our affiliates will have no obligation to take, refrain from taking or cease taking any action with respect to these transactions based on the potential effect on an investor in the Notes, and may receive substantial returns with respect to these hedging activities while the value of the Notes may decline.
The Notes Will Not Be Listed On Any Securities Exchange Or Any Inter-Dealer Quotation System; There May Be No Secondary Market For The Notes; Potential Illiquidity Of The Secondary Market; Holding Of The Notes By CIBCWM Or Its Or Our Affiliates And Future Sales.
The Notes are most suitable for purchasing and holding to maturity. The Notes will be new securities for which there is no trading market. The Notes will not be listed on any organized securities exchange or any inter-dealer quotation system. We cannot assure you as to whether there will be a trading or secondary market for the Notes or, if there were to be such a trading or secondary market, that it would be liquid.
Under ordinary market conditions, CIBCWM or any of its affiliates may (but are not obligated to) make a secondary market for the Notes and may cease doing so at any time. Because we do not expect other broker-dealers to participate in the secondary market for the Notes, the price at which you may be able to trade your Notes is likely to depend on the price, if any, at which CIBCWM or any of its affiliates are willing to transact. If none of CIBCWM or any of its affiliates makes a market for the Notes, there will not be a secondary market for the Notes. Accordingly, we cannot assure you as to the development or liquidity of any secondary market for the Notes. If a secondary market in the Notes is not developed or maintained, you may not be able to sell your Notes easily or at prices that will provide you with a yield comparable to that of similar securities that have a liquid secondary market.
In addition, the Principal Amount of the Notes being offered may not be purchased by investors in the initial offering, and CIBCWM or one or more of its or our affiliates may agree to purchase any unsold portion. CIBCWM or such affiliate or affiliates intend to hold the Notes, which may affect the supply of the Notes available in any secondary market trading and therefore may adversely affect the price of the Notes in any secondary market trading. If a substantial portion of any Notes held by CIBCWM or its or our affiliates were to be offered for sale following this offering, the market price of such Notes could fall, especially if secondary market trading in such Notes is limited or illiquid.
The Notes Are Not Insured By Any Third Parties.
The Notes will be solely our obligations. Neither the Notes nor your investment in the Notes are insured by the United States Federal Deposit Insurance Corporation, the Canada Deposit Insurance Corporation, the Bank Insurance Fund or any other government agency or instrumentality of the United States, Canada or any other jurisdiction.
The Tax Treatment Of The Notes Is Uncertain.
Significant aspects of the tax treatment of the Notes are uncertain. You should consult your tax advisor about your own tax situation. See Certain U.S. Federal Income Tax Considerations and Certain Canadian Income Tax Consequences in this pricing supplement.
PRS-
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INFORMATION REGARDING THE REFERENCE ASSETS
Included in the following pages is a brief description of each of the Reference Assets. This information has been obtained from publicly available sources. Also set forth below is a table that provides the quarterly high and low closing prices, as well as end-of-period closing prices, for each of the Reference Assets. We obtained the historical closing price information set forth below from Bloomberg Professional
®
service (Bloomberg) without independent verification. You can obtain the price of the
common stock of General Electric Company
at any time from Bloomberg under the symbol GE <EQUITY> , the price of the
common stock of
Wells Fargo & Company
under the symbol WFC <EQUITY>, the price of the
common stock of
Pfizer Inc. under the symbol PFE <EQUITY>, the price of the common stock of Exxon Mobil Corporation under the symbol XOM <EQUITY> and the price of the common stock of Target Corporation under the symbol TGT <EQUITY>
.
We have not undertaken an independent review or due diligence of the information obtained from Bloomberg. The historical performance of each of the Reference Assets should not be taken as an indication of its future performance, and no assurance can be given as to the Final Prices of the Reference Assets. We cannot give you assurance that the performance of the Reference Assets will result in any positive return on your initial investment. We make no representation as to the amount of dividends, if any, that will be paid in the future. In any event, as an investor in the Notes, you will not be entitled to receive dividends, if any, that may be payable on the Reference Assets.
Each of the Reference Assets is registered under the Securities Exchange Act of 1934, as amended (Exchange Act). Companies with securities registered under the Exchange Act are required to file periodically certain financial and other information specified by the SEC. Information provided to or filed with the SEC can be inspected and copied at the public reference facilities maintained by the SEC or through the SECs website at www.sec.gov. In addition, information regarding the Reference Assets may be obtained from other sources including, but not limited to, press releases, newspaper articles and other publicly disseminated documents.
We have not independently verified the accuracy or completeness of reports filed by the issuers of the Reference Assets Investment Advisors (the Investment Advisors) with the SEC, information published by such issuers on their respective websites or in any other format, information about them obtained from any other source or the information provided below. We do not make any representation that these publicly available documents are accurate or complete.
Information from outside sources is not incorporated by reference in, and should not be considered part of, this pricing supplement or any accompanying prospectus or prospectus supplement. We have not independently verified any of the information herein obtained from outside sources.
This pricing supplement relates only to the Notes offered hereby and does not relate to the Reference Assets or other securities of the issuer of any of the Reference Assets. We have derived any and all disclosure contained in this pricing supplement regarding the issuer of each of the Reference Assets from the publicly available documents described above. In connection with the offering of the Notes, we have not participated, and will not participate, in the preparation of such documents or made any due diligence inquiry with respect to the issuer of any of the Reference Assets. We do not make any representation that such publicly available documents are, or any other publicly available information is, accurate or complete. Furthermore, we cannot give any assurance that all events occurring prior to the date hereof (including events that would affect the accuracy or completeness of the publicly available documents described in the preceding paragraph) that would affect the trading prices of the Reference Assets have been publicly disclosed. Subsequent disclosure of any such events or the disclosure of or failure to disclose material future events concerning the issuer of any of the Reference Assets could affect the Payment at Maturity with respect to the Notes and therefore the trading price of the Notes.
General Electric Co.
General Electric Co. (General Electric) is a globally diversified technology and financial services company. General Electrics products and services include aircraft engines, power generation, water processing, household appliances, medical imaging, business and consumer financing, and industrial products. Information filed by General Electric with the SEC under the Exchange Act can be located by reference to its SEC file number: 001-
PRS-
29
00035
, or its CIK Code: 0000040545. General Electrics website is www.ge.com. General Electrics common stock is listed on the NYSE under the ticker symbol GE.
Historical Information
The following graph sets forth daily Closing Prices of the common stock of General Electric for the period from January 1, 2013 to January 10, 2018. The Closing Price of the common stock of General Electric on January 10, 2018 was $18.92.
The following table sets forth the high and low Closing Prices, as well as end-of-period Closing Prices, of the common stock of General Electric for each quarter in the period from January 1, 2013 through December 31, 2017 and from January 1, 2018 through January 10, 2018.
|
|
High
|
|
Low
|
|
Last
|
2013
|
|
|
|
|
|
|
First Quarter
|
|
23.77
|
|
20.90
|
|
23.12
|
Second Quarter
|
|
24.33
|
|
21.35
|
|
23.19
|
Third Quarter
|
|
24.86
|
|
22.90
|
|
23.89
|
Fourth Quarter
|
|
28.03
|
|
23.57
|
|
28.03
|
2014
|
|
|
|
|
|
|
First Quarter
|
|
27.50
|
|
24.35
|
|
25.89
|
Second Quarter
|
|
27.44
|
|
25.43
|
|
26.28
|
Third Quarter
|
|
27.02
|
|
25.02
|
|
25.62
|
Fourth Quarter
|
|
27.01
|
|
23.95
|
|
25.27
|
2015
|
|
|
|
|
|
|
First Quarter
|
|
26.11
|
|
23.58
|
|
24.81
|
Second Quarter
|
|
28.51
|
|
24.84
|
|
26.57
|
Third Quarter
|
|
27.24
|
|
23.27
|
|
25.22
|
Fourth Quarter
|
|
31.28
|
|
25.19
|
|
31.15
|
2016
|
|
|
|
|
|
|
First Quarter
|
|
31.83
|
|
27.45
|
|
31.79
|
Second Quarter
|
|
31.93
|
|
29.32
|
|
31.48
|
Third Quarter
|
|
32.93
|
|
29.43
|
|
29.62
|
Fourth Quarter
|
|
32.25
|
|
28.28
|
|
31.60
|
2017
|
|
|
|
|
|
|
First Quarter
|
|
31.70
|
|
29.39
|
|
29.80
|
Second Quarter
|
|
30.27
|
|
27.01
|
|
27.01
|
Third Quarter
|
|
27.45
|
|
23.72
|
|
24.18
|
Fourth Quarter
|
|
24.80
|
|
17.36
|
|
17.45
|
2018
|
|
|
|
|
|
|
First Quarter through January 10, 2018
|
|
18.92
|
|
17.98
|
|
18.92
|
Wells Fargo & Co.
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30
Wells Fargo & Company (Wells Fargo) is a diversified financial services company providing banking, insurance, investments, mortgage, leasing, credit cards, and consumer finance. Wells Fargo operates through physical stores, the internet, and other distribution channels worldwide. Information filed by Wells Fargo with the SEC under the Exchange Act can be located by reference to its SEC file number: 001-02979, or its CIK Code: 0000072971. Wells Fargos website is www.wellsfargo.com. Wells Fargos common stock is listed on the NYSE under the ticker symbol WFC.
Historical Information
The following graph sets forth daily Closing Prices of the common stock of Wells Fargo for the period from January 1, 2013 to January 10, 2018. The Closing Price of the common stock of Wells Fargo on January 10, 2018 was $63.12.
The following table sets forth the high and low Closing Prices, as well as end-of-period Closing Prices, of the common stock of Wells Fargo for each quarter in the period from January 1, 2013 through December 31, 2017 and from January 1, 2018 through January 10, 2018.
|
|
High
|
|
Low
|
|
Last
|
2013
|
|
|
|
|
|
|
First Quarter
|
|
38.20
|
|
34.66
|
|
36.99
|
Second Quarter
|
|
41.56
|
|
36.27
|
|
41.27
|
Third Quarter
|
|
44.63
|
|
41.08
|
|
41.32
|
Fourth Quarter
|
|
45.54
|
|
40.24
|
|
45.40
|
2014
|
|
|
|
|
|
|
First Quarter
|
|
49.74
|
|
44.23
|
|
49.74
|
Second Quarter
|
|
52.98
|
|
47.71
|
|
52.56
|
Third Quarter
|
|
53.36
|
|
49.70
|
|
51.87
|
Fourth Quarter
|
|
55.71
|
|
47.85
|
|
54.82
|
2015
|
|
|
|
|
|
|
First Quarter
|
|
56.17
|
|
50.72
|
|
54.40
|
Second Quarter
|
|
57.91
|
|
53.94
|
|
56.24
|
Third Quarter
|
|
58.52
|
|
50.02
|
|
51.35
|
Fourth Quarter
|
|
55.97
|
|
51.26
|
|
54.36
|
2016
|
|
|
|
|
|
|
First Quarter
|
|
52.91
|
|
45.16
|
|
48.36
|
Second Quarter
|
|
51.11
|
|
45.01
|
|
47.33
|
Third Quarter
|
|
50.80
|
|
44.28
|
|
44.28
|
Fourth Quarter
|
|
57.29
|
|
43.75
|
|
55.11
|
2017
|
|
|
|
|
|
|
First Quarter
|
|
59.73
|
|
53.78
|
|
55.66
|
Second Quarter
|
|
55.78
|
|
51.14
|
|
55.41
|
Third Quarter
|
|
55.78
|
|
49.58
|
|
55.15
|
PRS-
31
Fourth Quarter
|
|
61.61
|
|
53.19
|
|
60.67
|
2018
|
|
|
|
|
|
|
First Quarter through January 10, 2018
|
|
63.12
|
|
61.09
|
|
63.12
|
Pfizer Inc.
Pfizer Inc. (Pfizer) is a research-based, global pharmaceutical company that discovers, develops, manufactures, and markets healthcare products worldwide. Pfizers products include medicines, vaccines, medical devices, and consumer healthcare products. Information filed by Pfizer with the SEC under the Exchange Act can be located by reference to its SEC file number: 001-03619, or its CIK Code: 0000078003. Pfizers website is www.pfizer.com. Pfizers common stock is listed on the NYSE under the ticker symbol PFE.
Historical Information
The following graph sets forth daily Closing Prices of the common stock of Pfizer for the period from January 1, 2013 to January 10, 2018. The Closing Price of the common stock of Pfizer on January 10, 2018 was $36.47.
The following table sets forth the high and low Closing Prices, as well as end-of-period Closing Prices, of the common stock of Pfizer for each quarter in the period from January 1, 2013 through December 31, 2017 and from January 1, 2018 through January 10, 2018.
|
|
High
|
|
Low
|
|
Last
|
2013
|
|
|
|
|
|
|
First Quarter
|
|
28.86
|
|
25.85
|
|
28.86
|
Second Quarter
|
|
31.08
|
|
27.23
|
|
28.01
|
Third Quarter
|
|
29.67
|
|
27.65
|
|
28.73
|
Fourth Quarter
|
|
32.20
|
|
28.24
|
|
30.63
|
2014
|
|
|
|
|
|
|
First Quarter
|
|
32.75
|
|
29.66
|
|
32.12
|
Second Quarter
|
|
32.40
|
|
29.02
|
|
29.68
|
Third Quarter
|
|
30.96
|
|
28.04
|
|
29.57
|
Fourth Quarter
|
|
32.09
|
|
27.70
|
|
31.15
|
2015
|
|
|
|
|
|
|
First Quarter
|
|
35.05
|
|
31.16
|
|
34.79
|
Second Quarter
|
|
35.44
|
|
33.46
|
|
33.53
|
Third Quarter
|
|
36.15
|
|
30.82
|
|
31.41
|
Fourth Quarter
|
|
35.45
|
|
31.33
|
|
32.28
|
2016
|
|
|
|
|
|
|
First Quarter
|
|
32.18
|
|
28.56
|
|
29.64
|
Second Quarter
|
|
35.31
|
|
30.04
|
|
35.21
|
Third Quarter
|
|
37.31
|
|
33.32
|
|
33.87
|
Fourth Quarter
|
|
33.90
|
|
29.89
|
|
32.48
|
PRS-
32
2017
|
|
|
|
|
|
|
First Quarter
|
|
34.63
|
|
31.15
|
|
34.21
|
Second Quarter
|
|
34.34
|
|
31.75
|
|
33.59
|
Third Quarter
|
|
35.99
|
|
32.67
|
|
35.70
|
Fourth Quarter
|
|
37.20
|
|
35.06
|
|
36.22
|
2018
|
|
|
|
|
|
|
First Quarter through January 10, 2018
|
|
36.86
|
|
36.41
|
|
36.47
|
Exxon Mobil Corp.
Exxon Mobil Corporation (Exxon Mobil) operates petroleum and petrochemicals businesses on a worldwide basis. The Company operations include exploration and production of oil and gas, electric power generation, and coal and minerals operations. Exxon Mobil also manufactures and markets fuels, lubricants, and chemicals. Information filed by Exxon Mobil with the SEC under the Exchange Act can be located by reference to its SEC file number: 001-02256, or its CIK Code: 0000034088. Exxon Mobils website is www.corporate.exxonmobil.com. Exxon Mobils common stock is listed on the NYSE under the ticker symbol XOM.
Historical Information
The following graph sets forth daily Closing Prices of the common stock of Exxon Mobil for the period from January 1, 2013 to January 10, 2018. The Closing Price of the common stock of Exxon Mobil on January 10, 2018 was $86.08.
The following table sets forth the high and low Closing Prices, as well as end-of-period Closing Prices, of the common stock of Exxon Mobil for each quarter in the period from January 1, 2013 through December 31, 2017 and from January 1, 2018 through January 10, 2018.
|
|
High
|
|
Low
|
|
Last
|
2013
|
|
|
|
|
|
|
First Quarter
|
|
91.76
|
|
87.70
|
|
90.11
|
Second Quarter
|
|
92.80
|
|
86.08
|
|
90.35
|
Third Quarter
|
|
95.20
|
|
86.04
|
|
86.04
|
Fourth Quarter
|
|
101.51
|
|
85.16
|
|
101.20
|
2014
|
|
|
|
|
|
|
First Quarter
|
|
104.38
|
|
96.72
|
|
100.68
|
Second Quarter
|
|
104.37
|
|
94.05
|
|
94.05
|
Third Quarter
|
|
96.81
|
|
86.41
|
|
92.45
|
Fourth Quarter
|
|
93.37
|
|
83.58
|
|
85.00
|
2015
|
|
|
|
|
|
|
First Quarter
|
|
93.37
|
|
83.58
|
|
85.00
|
Second Quarter
|
|
89.11
|
|
82.82
|
|
83.20
|
Third Quarter
|
|
83.14
|
|
68.71
|
|
74.35
|
PRS-
33
Fourth Quarter
|
|
86.85
|
|
74.06
|
|
77.95
|
2016
|
|
|
|
|
|
|
First Quarter
|
|
84.53
|
|
73.18
|
|
83.59
|
Second Quarter
|
|
93.74
|
|
82.21
|
|
93.74
|
Third Quarter
|
|
95.12
|
|
82.54
|
|
87.28
|
Fourth Quarter
|
|
92.58
|
|
83.32
|
|
90.26
|
2017
|
|
|
|
|
|
|
First Quarter
|
|
90.89
|
|
80.93
|
|
82.01
|
Second Quarter
|
|
83.49
|
|
79.50
|
|
80.73
|
Third Quarter
|
|
82.19
|
|
76.10
|
|
81.98
|
Fourth Quarter
|
|
84.02
|
|
80.24
|
|
83.64
|
2018
|
|
|
|
|
|
|
First Quarter through January 10, 2018
|
|
87.14
|
|
85.03
|
|
86.08
|
Target Corp
Target Corporation (Target) operates general merchandise discount stores. Target focuses on merchandising operations which includes general merchandise and food discount stores and a fully integrated online business and also offers credit to qualified applicants through its branded proprietary credit cards. Information filed by Target with the SEC under the Exchange Act can be located by reference to its SEC file number: 001-06049, or its CIK Code: 0000027419. Targets website is www.target.com. Targets common stock is listed on the NYSE under the ticker symbol TGT.
Historical Information
The following graph sets forth daily Closing Prices of the common stock of Target for the period from January 1, 2013 to January 10, 2018. The Closing Price of the common stock of Target on January 10, 2018 was $70.73.
The following table sets forth the high and low Closing Prices, as well as end-of-period Closing Prices, of the common stock of Target for each quarter in the period from January 1, 2013 through December 31, 2017 and from January 1, 2018 through January 10, 2018.
|
|
High
|
|
Low
|
|
Last
|
2013
|
|
|
|
|
|
|
First Quarter
|
|
69.05
|
|
58.82
|
|
68.45
|
Second Quarter
|
|
71.51
|
|
67.98
|
|
68.86
|
Third Quarter
|
|
73.32
|
|
63.15
|
|
63.98
|
Fourth Quarter
|
|
66.89
|
|
61.65
|
|
63.27
|
2014
|
|
|
|
|
|
|
First Quarter
|
|
63.49
|
|
55.07
|
|
60.51
|
Second Quarter
|
|
62.18
|
|
55.34
|
|
57.95
|
Third Quarter
|
|
63.93
|
|
57.50
|
|
62.68
|
PRS-
34
Fourth Quarter
|
|
75.91
|
|
59.07
|
|
75.91
|
2015
|
|
|
|
|
|
|
First Quarter
|
|
82.14
|
|
73.61
|
|
82.07
|
Second Quarter
|
|
84.76
|
|
77.26
|
|
81.63
|
Third Quarter
|
|
85.01
|
|
73.94
|
|
78.66
|
Fourth Quarter
|
|
79.53
|
|
69.78
|
|
72.61
|
2016
|
|
|
|
|
|
|
First Quarter
|
|
83.60
|
|
67.59
|
|
82.28
|
Second Quarter
|
|
83.98
|
|
66.74
|
|
69.82
|
Third Quarter
|
|
76.30
|
|
67.22
|
|
68.68
|
Fourth Quarter
|
|
78.61
|
|
66.53
|
|
72.23
|
2017
|
|
|
|
|
|
|
First Quarter
|
|
73.81
|
|
53.12
|
|
55.19
|
Second Quarter
|
|
58.41
|
|
50.52
|
|
52.29
|
Third Quarter
|
|
59.96
|
|
50.18
|
|
59.01
|
Fourth Quarter
|
|
65.82
|
|
54.16
|
|
65.25
|
2018
|
|
|
|
|
|
|
First Quarter through January 10, 2018
|
|
70.73
|
|
65.85
|
|
70.73
|
PRS-
35
CERTAIN U.S. FEDERAL INCOME TAX CONSIDERATIONS
The following discussion supplements the discussion in the section called Material Tax ConsequencesUnited States Taxation in the accompanying Prospectus, and is subject to the limitations and exceptions set forth therein. Capitalized terms used in this section without definition shall have the respective meanings given such terms in the accompanying Prospectus. This discussion is only applicable to you if you are a U.S. Holder. If you are not a U.S. Holder, please consult your own tax advisor.
The following summary describes certain U.S. federal income tax consequences relevant to the purchase, ownership, and disposition of the Notes. This discussion is based upon current provisions of the Code, existing and proposed Treasury Regulations thereunder, current administrative rulings, judicial decisions and other applicable authorities. All of the foregoing are subject to change, which change may apply retroactively and could affect the continued validity of this summary. This summary does not describe any tax consequences arising under the laws of any state, locality or taxing jurisdiction other than the U.S. federal government. This discussion also does not purport to be a complete analysis of all tax considerations relating to the Notes.
You should consult your tax advisor concerning the U.S. federal income tax and other tax consequences of your investment in the Notes in your particular circumstances, including the application of state, local or other tax laws and the possible effects of changes in federal or other tax laws.
We will not attempt to ascertain whether the Reference Assets (or components thereof) would be treated as a U.S. real property holding corporation within the meaning of Section 897 of the Code.
U.S. Holders
The U.S. federal income tax consequences of your investment in the Notes are uncertain. No statutory, judicial or administrative authority directly discusses how the Notes should be treated for U.S. federal income tax purposes. We intend to treat the Notes as pre-paid cash-settled derivative contracts. Pursuant to the terms of the Notes, you agree to treat the Notes in this manner for all U.S. federal income tax purposes. We will report any Contingent Coupon Payment that is paid by us (including on the Maturity Date or upon an exercised call on a Call Payment Date) as includible in your income as ordinary income, taxable to you in accordance with your regular method of accounting for U.S. federal income tax purposes.
Additionally, you should generally recognize capital gain or loss upon the sale, exchange or payment on maturity in an amount equal to the difference between the amount you receive at such time (excluding the amount attributable to any Contingent Coupon Payment which is treated as ordinary income) and the amount that you paid for your Notes. Such gain or loss should generally be long-term capital gain or loss if you have held your Notes for more than one year. Capital gain recognized by an individual U.S. holder is generally taxed at preferential rates where the property is held for more than one year and is generally taxed at ordinary income rates where the property is held for one year or less. The deductibility of capital losses is subject to limitations. The holding period for Notes of a U.S. holder who acquires the Notes upon issuance will generally begin on the date after the issue date (i.e., the settlement date) of the Notes. If the Notes are held by the same U.S. holder until maturity, that holders holding period will generally include the Maturity Date.
Alternative Treatments
. As noted above, there is no judicial or administrative authority discussing how the Notes should be treated for U.S. federal income tax purposes. Therefore, other treatments would also be reasonable and the Internal Revenue Service might assert that treatment other than that described above is more appropriate.
For example, the Notes may be properly treated as an investment unit consisting of (i) a non-contingent debt instrument issued by us to you (the Debt Portion) and (ii) a put option with respect to the Reference Asset written by you and purchased by us (the Put Option). The balance of this disclosure assumes this latter treatment is proper and will be respected for U.S. federal income tax purposes.
If the Notes are properly treated as an investment unit consisting of a Debt Portion and Put Option, it is likely that the Debt Portion of the Notes is treated as issued for the Principal Amount of the Notes (if you are an initial purchaser) and that interest payments on the Notes are treated in part as payments of interest and in part as payments for the Put Option. Under this characterization, a percentage of each Contingent Coupon Payment would be treated as an interest payment for U.S. federal income tax purposes and a percentage of each Contingent Coupon Payment
PRS-
38
would be treated as payment for the Put Option for U.S. federal income tax purposes. The percentage treated as an interest payment for U.S. federal income tax purposes generally would equal our customary market borrowing rate for this type of instrument without taking into account the Reference Assets and associated terms, the remaining percentage of the Contingent Coupon Payment would be in consideration of the Put Option.
If you receive the cash payment of the full Principal Amount of your Notes upon the call or maturity, such payment is likely treated as (i) payment in full of the Principal Amount of the Debt Portion (which would not result in the recognition of gain or loss if you are an initial purchaser of the Notes) and (ii) the lapse of the Put Option which likely results in your recognition of short-term capital gain in an amount equal to the amount paid to you for the Put Option and deferred as described in the preceding paragraph. If you receive a cash payment upon the maturity of your Notes (excluding cash received as interest) of less than the full Principal Amount of your Notes, such payment would likely be treated as (i) payment in full of the Principal Amount of the Debt Portion (which would not result in the recognition of gain or loss if you are an initial purchaser of your Notes) and (ii) the cash settlement of the Put Option pursuant to which you paid to us an amount equal to the excess of the Principal Amount of your Notes over the amount that you received upon the maturity of the Notes (excluding cash received as interest) in order to settle the Put Option. If the aggregate amount paid to you for the Put Option and deferred as described in the preceding paragraph is greater than the amount you are deemed to have paid to us to settle the Put Option, you will likely recognize short-term capital gain in an amount that is equal to such excess. Conversely, if the amount paid to you for the Put Option and deferred as described in the preceding paragraph is less than the amount you are deemed to have paid to us to settle the Put Option, you will likely recognize short-term capital loss in an amount that is equal to such difference.
Upon the sale of Notes, you would be required to apportion the value of the amount you receive between the Debt Portion and Put Option on the basis of the values thereof on the date of the sale. You would recognize gain or loss with respect to the Debt Portion in an amount equal to the difference between (i) the amount apportioned to the Debt Portion and (ii) your adjusted U.S. federal income tax basis in the Debt Portion (which would generally be equal to the Principal Amount of the Notes if you are an initial purchaser of the Notes). Except to the extent attributable to accrued but unpaid interest with respect to the Debt Portion, such gain or loss would be long-term capital gain or loss if your holding period is greater than one year. The amount of cash that you receive that is apportioned to the Put Option (together with any amount of premium received in respect thereof and deferred as described above) would be treated as short-term capital gain. If the value of the Debt Portion on the date of the sale of the Notes is in excess of the amount you receive upon such sale, you would likely be treated as having made a payment (to the purchaser in the case of a sale) equal to the amount of such excess in order to extinguish your rights and obligations under the Put Option. In such a case, you would likely recognize short-term capital gain or loss in an amount equal to the difference between the premium you previously received in respect of the Put Option and the amount of the deemed payment made by you to extinguish the Put Option.
If you are a secondary purchaser of Notes, you would be required to allocate your purchase price for Notes between the Debt Portion and Put Option based on the respective fair market values of each on the date of purchase. If, however, the portion of your purchase price allocated to the Debt Portion is at a discount from, or is in excess of, the Principal Amount of your Notes, you may be subject to the market discount or amortizable bond premium rules. The rules regarding market discount and bond premium are complex and therefore you are urged to consult your tax advisors regarding these rules. The portion of your purchase price that is allocated to the Put Option would likely be offset for tax purposes against amounts you subsequently receive with respect to the Put Option (including amounts received upon a sale of the Notes that are attributable to the Put Option), thereby reducing the amount of gain or increasing the amount of loss you would recognize with respect to the Put Option. If, however, the portion of your purchase price allocated to the Debt Portion as described above is in excess of your purchase price for the Notes, you would likely be treated for tax purposes as having received a payment for the Put Option (which will be deferred as described in the fourth preceding paragraph) in an amount equal to such excess.
Another possible alternative treatment is that a Note could be treated as a single debt instrument subject to the special tax rules governing contingent payment debt instruments. If the Notes are so treated, you would be required to accrue interest income over the term of a Note based upon the yield at which we would issue a non-contingent fixed-rate debt instrument with other terms and conditions similar to your Note. You would recognize gain or loss upon the sale, call or maturity of the Note in an amount equal to the difference, if any, between the amount you receive at such time and your adjusted basis in the Note. In general, your adjusted basis in the Note would be equal
PRS-
39
to the amount you paid for the Note, increased by the amount of interest you previously accrued (but remains unpaid) with respect to the Note. Any gain you recognize upon the sale, call or maturity of the Note would be ordinary income and any loss recognized by you at such time would generally be ordinary loss to the extent of interest you included in income in the current or previous taxable years with respect to the Note, and thereafter would be capital loss.
If a Note is treated as a contingent payment debt instrument and you purchase a Note in the secondary market at a price that is at a discount from, or in excess of, the adjusted issue price of the Note, such excess or discount would not be subject to the generally applicable market discount or amortizable bond premium rules but rather would be subject to special rules set forth in treasury regulations governing contingent payment debt instruments. Accordingly, if you purchase a Note in the secondary market, you should consult your tax advisor as to the possible application of such rules to you.
In 2008, the Internal Revenue Service has released a notice that may affect the taxation of holders of prepaid forward contracts and similar instruments. According to the notice, the Internal Revenue Service and the U.S. Treasury have been considering whether the holder of such instruments should be required to accrue ordinary income on a current basis, and they are seeking taxpayer comments on the subject. While it is not clear whether the Notes would be viewed as similar to such instruments, it is possible that any future guidance could materially and adversely affect the tax consequences of an investment in the Notes, possibly with retroactive effect.
Because of the absence of authority regarding the appropriate tax characterization of the Notes, it is possible that the Internal Revenue Service could seek to characterize the Notes in a manner that results in tax consequences to you that are different from those described above.
We do not believe that the constructive ownership transaction rules of Section 1260 of the Code apply to this offering.
You are urged to consult your tax advisors concerning the significance, and the potential impact, of the above considerations.
Additional Information for U.S. Holders.
For the treatment regarding other aspects of interest payments and backup withholding and information reporting considerations please see the discussion under Material Income Tax ConsequencesUnited States Taxation in the accompanying Prospectus.
PRS-
40
CERTAIN CANADIAN INCOME TAX CONSEQUENCES
In the opinion of Blake, Cassels & Graydon LLP, our Canadian tax counsel, the following summary describes the principal Canadian federal income tax considerations under the
Income Tax Act
(Canada) and the Regulations thereto (the Canadian Tax Act) generally applicable at the date hereof to a purchaser who acquires beneficial ownership of a Note pursuant to this pricing supplement and who for the purposes of the Canadian Tax Act and at all relevant times: (a) is neither resident nor deemed to be resident in Canada; (b) deals at arms length with the Issuer and any transferee resident (or deemed to be resident) in Canada to whom the purchaser disposes of the Note; (c) does not use or hold and is not deemed to use or hold the Note in, or in the course of, carrying on a business in Canada; (d) is entitled to receive all payments (including any interest and principal) made on the Note, and (e) is not a, and deals at arms length with any, specified shareholder of the Issuer for purposes of the thin capitalization rules in the Canadian Tax Act (a Non-Resident Holder). A specified shareholder for these purposes generally includes a person who (either alone or together with persons with whom that person is not dealing at arms length for the purposes of the Canadian Tax Act) owns or has the right to acquire or control or is otherwise deemed to own 25% or more of the Issuers shares determined on a votes or fair market value basis. Special rules which apply to non-resident insurers carrying on business in Canada and elsewhere are not discussed in this summary.
This summary is supplemental to and should be read together with the description of material Canadian federal income tax considerations relevant to a Non-Resident Holder owning Notes under Material Income Tax ConsequencesCanadian Taxation in the accompanying Prospectus and a Non-Resident Holder should carefully read that description as well.
This summary is of a general nature only and is not intended to be, nor should it be construed to be, legal or tax advice to any particular Non-Resident Holder. Non-Resident Holders are advised to consult with their own tax advisors with respect to their particular circumstances.
Based on Canadian tax counsels understanding of the Canada Revenue Agencys administrative policies, and having regard to the terms of the Notes, interest payable on the Notes should not be considered to be participating debt interest as defined in the Canadian Tax Act and accordingly, a Non-Resident Holder should not be subject to Canadian non-resident withholding tax in respect of amounts paid or credited or deemed to have been paid or credited by the Issuer on a Note as, on account of or in lieu of payment of, or in satisfaction of, interest.
Non-Resident Holders should consult their own advisors regarding the consequences to them of a disposition of Notes to a person with whom they are not dealing at arms length for purposes of the Canadian Tax Act.
PRS-
41