National Bank of Canada (“National Bank”) today announced the closing
of its previously announced offering of $500 million of 4.300% Limited
Recourse Capital Notes, Series 1 (Non-Viability Contingent Capital
(NVCC)) (Subordinated Indebtedness) (the “Notes”).
The Notes were offered by a group of agents led by National Bank
Concurrently with the issuance of the Notes, National Bank has also
issued Non-Cumulative 5-Year Fixed Rate Reset First Preferred Shares,
Series 44 (Non-Viability Contingent Capital (NVCC)) (the “Series 44
Preferred Shares”) to be held by Computershare Trust Company of Canada
as trustee for a newly-formed trust (the “Limited Recourse Trust”). In
case of non-payment of interest on or principal of the Notes when due,
the recourse of each Note holder will be limited to that holder’s
proportionate share of the Limited Recourse Trust’s assets, which will
consist of Series 44 Preferred Shares except in limited circumstances.
The Notes and the Series 44 Preferred Shares were issued under a
prospectus supplement dated September 1, 2020 to National Bank's short
form base shelf prospectus dated August 17, 2020.
The Notes have not been and will not be registered under the U.S.
Securities Act of 1933, as amended, or under any state securities
laws, and may not be offered, sold, directly or indirectly, or
delivered within the United States of America and its territories and
possessions or to, or for the account or benefit of, United States
persons except in certain transactions exempt from the registration
requirements of such Act. This press release shall not constitute an
offer to sell or a solicitation to buy securities in the United States.