Obligation Royal Bank of Canada 10% ( US78015KQK33 ) en USD

Royal Bank of Canada

100 % ▲

Canada

US78015KQK33 ( en USD )

10% par an ( paiement semestriel )

02/03/2023 - Obligation échue

Prospectus brochure de l'obligation Royal Bank of Canada US78015KQK33 en USD 10%, échue

1 000 USD

1 450 000 USD

78015KQK3

N/A

La Banque Royale du Canada (RBC) est une institution financière multinationale canadienne offrant une large gamme de services financiers, incluant les services bancaires aux particuliers et aux entreprises, la gestion de patrimoine, les marchés des capitaux et l'assurance.

L'Obligation émise par Royal Bank of Canada ( Canada ) , en USD, avec le code ISIN US78015KQK33, paye un coupon de 10% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 02/03/2023

2/28/2020
https://www.sec.gov/Archives/edgar/data/1000275/000114036120004298/form424b2.htm
424B2 1 form424b2.htm UBER 78015KQK3
Filed Pursuant to Rule 424(b)(2)
Registration Statement No. 333-227001

Pricing Supplement
$1,450,000
Auto-Cal able Contingent Coupon Barrier Notes
Dated February 26, 2020
Linked to the Common Stock of Uber Technologies, Inc.,
To the Product Prospectus Supplement No. CCBN-1, Dated
Due March 2, 2023
September 10, 2018, the Prospectus Supplement Dated
Royal Bank of Canada
September 7, 2018 and the Prospectus Dated September 7, 2018
Royal Bank of Canada is offering Auto-Callable Contingent Coupon Barrier Notes (the "Notes") linked to the common stock (the "Reference Stock") of Uber
Technologies, Inc. (the "Reference Stock Issuer"). The Notes offered are senior unsecured obligations of Royal Bank of Canada, will pay a quarterly Contingent
Coupon at the rate and under the circumstances specified below, and will have the terms described in the documents described above, as supplemented or
modified by this pricing supplement.
The Notes do not guarantee any return of principal at maturity. Any payments on the Notes are subject to our credit risk.
Investing in the Notes involves a number of risks. See "Selected Risk Considerations" beginning on page P-8 of this pricing supplement, and "Risk Factors"
beginning on page PS-5 of the product prospectus supplement dated September 10, 2018 and page S-1 of the prospectus supplement dated September 7, 2018.
The Notes will not constitute deposits insured by the Canada Deposit Insurance Corporation, the U.S. Federal Deposit Insurance Corporation or any other
Canadian or U.S. government agency or instrumentality. The Notes are not subject to conversion into our common shares under subsection 39.2(2.3) of the
Canada Deposit Insurance Corporation Act.
Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of the Notes or determined that this pricing
supplement is truthful or complete. Any representation to the contrary is a criminal offense.
Issuer:
Royal Bank of Canada
Stock Exchange Listing:
None
Trade Date:
February 26, 2020
Principal Amount:
$1,000 per Note
Issue Date:
February 28, 2020
Maturity Date:
March 2, 2023
Observation Dates:
Quarterly, as set forth below.
Coupon Payment Dates:
Quarterly, as set forth below.
Valuation Date:
February 27, 2023
Contingent Coupon Rate:
10.00% per annum
Initial Stock Price:
$34.45, which was the closing price of the Reference Stock on the Trade Date.
Final Stock Price:
The closing price of the Reference Stock on the Valuation Date.
Call Stock Price:
100% of the Initial Stock Price.
Trigger Price and Coupon
$20.67, which is equal to 60% of the Initial Stock Price.
Barrier:
Contingent Coupon:
If the closing price of the Reference Stock is greater than or equal to the Coupon Barrier on the applicable Observation Date, we
will pay the Contingent Coupon applicable to that Observation Date. You may not receive any Contingent Coupons during the
term of the Notes.
Payment at Maturity (if held
If the Notes are not previously called, we will pay you at maturity an amount based on the Final Stock Price:
to maturity):
For each $1,000 in principal amount, $1,000 plus the Contingent Coupon at maturity, unless the Final Stock Price is less than the
Trigger Price.
If the Final Stock Price is less than the Trigger Price, then the investor will receive at maturity, for each $1,000 in principal amount,
a cash payment equal to: $1,000 + ($1,000 x Reference Stock Return)
Investors in the Notes will lose some or all of their principal amount if the Final Stock Price of the Reference Stock is
less than the Trigger Price.
Call Feature:
If the closing price of the Reference Stock is greater than or equal to the Call Stock Price starting on August 26, 2020 and on any
Observation Date thereafter, the Notes will be automatically called for 100% of their principal amount, plus the Contingent Coupon
applicable to the corresponding Observation Date.
Call Settlement Dates:
The Coupon Payment Date corresponding to that Observation Date.
CUSIP:
78015KQK3

Per Note

Total
Price to public(1)
100.00%

$1,450,000
Underwriting discounts and commissions(1)
2.25%

$32,625
Proceeds to Royal Bank of Canada
97.75%

$1,417,375
(1) Certain dealers that purchased the Notes for sale to certain fee-based advisory accounts may have foregone some or al of their underwriting discount or sel ing
concessions. The public offering price for investors purchasing the Notes in these accounts was between $977.50 and $1,000 per $1,000 in principal amount.
The initial estimated value of the Notes as of the Trade Date is $946.74 per $1,000 in principal amount, which is less than the price to public. The actual value of the Notes at
any time wil reflect many factors, cannot be predicted with accuracy, and may be less than this amount. We describe our determination of the initial estimated value in more
detail below.
RBC Capital Markets, LLC, which we refer to as RBCCM, acting as agent for Royal Bank of Canada, wil receive a commission of $22.50 per $1,000 in principal amount of the
Notes and wil use a portion of that commission to al ow sel ing concessions to other dealers of up to $22.50 per $1,000 in principal amount of the Notes. The other dealers may
forgo, in their sole discretion, some or al of their sel ing concessions. See "Supplemental Plan of Distribution (Conflicts of Interest)" below.
https://www.sec.gov/Archives/edgar/data/1000275/000114036120004298/form424b2.htm
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Auto-Cal able Contingent Coupon Barrier
Notes
Royal Bank of Canada
SUMMARY
The information in this "Summary" section is qualified by the more detailed information set forth in this pricing supplement,
the product prospectus supplement, the prospectus supplement, and the prospectus.
General:
This pricing supplement relates to an offering of Auto-Cal able Contingent Coupon Barrier Notes
(the "Notes") linked to the common stock of Uber Technologies, Inc.
Issuer:
Royal Bank of Canada ("Royal Bank")
Trade Date:
February 26, 2020
Issue Date:
February 28, 2020
Valuation Date:
February 27, 2023
Maturity Date:
March 2, 2023
Denominations:
Minimum denomination of $1,000, and integral multiples of $1,000 thereafter.
Designated Currency:
U.S. Dol ars
Contingent Coupon:
We wil pay you a Contingent Coupon during the term of the Notes, periodical y in arrears on each
Coupon Payment Date, under the conditions described below:
· If the closing price of the Reference Stock is greater than or equal to the Coupon Barrier
on the applicable Observation Date, we wil pay the Contingent Coupon applicable to that
Observation Date.
· If the closing price of the Reference Stock is less than the Coupon Barrier on the
applicable Observation Date, we wil not pay you the Contingent Coupon applicable to
that Observation Date.
You may not receive a Contingent Coupon for one or more quarterly periods during the term of the
Notes.
Contingent Coupon
10.00% per annum (2.50% per quarter)
Rate:
Observation Dates:
Quarterly on May 26, 2020, August 26, 2020, November 27, 2020, February 26, 2021, May 26,
2021, August 26, 2021, November 26, 2021, February 28, 2022, May 26, 2022, August 26, 2022,
November 28, 2022 and the Valuation Date.
Coupon Payment
The Contingent Coupon, if payable, wil be paid quarterly on May 29, 2020, August 31, 2020,
Dates:
December 2, 2020, March 3, 2021, June 1, 2021, August 31, 2021, December 1, 2021, March 3,
2022, June 1, 2022, August 31, 2022, December 1, 2022 and the Maturity Date.
Record Dates:
The record date for each Coupon Payment Date wil be one business day prior to that scheduled
Coupon Payment Date; provided, however, that any Contingent Coupon payable at maturity or
upon a cal wil be payable to the person to whom the payment at maturity or upon the cal , as the
case may be, wil be payable.
Cal Feature:
If, starting on August 26, 2020 and on any Observation Date thereafter, the closing price of the
Reference Stock is greater than or equal to the Cal Stock Price, then the Notes wil be
automatical y cal ed.
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Notes
Royal Bank of Canada
Cal Settlement Dates: If the Notes are cal ed on any Observation Date starting on August 26, 2020 and thereafter, the
Cal Settlement Date wil be the Coupon Payment Date corresponding to that Observation Date.
Payment if Cal ed:
If the Notes are automatical y cal ed, then, on the applicable Cal Settlement Date, for each $1,000
principal amount, you wil receive $1,000 plus the Contingent Coupon otherwise due on that Cal
Settlement Date.
Initial Stock Price:
The closing price of the Reference Stock on the Trade Date, as set forth on the cover page of this
pricing supplement.
Final Stock Price:
The closing price of the Reference Stock on the Valuation Date.
Cal Stock Price:
100% of the Initial Stock Price.
Trigger Price and
60% of the Initial Stock Price, as set forth on the cover page of this pricing supplement.
Coupon Barrier:
Payment at Maturity (if If the Notes are not previously cal ed, we wil pay you at maturity an amount based on the Final
not previously cal ed
Stock Price of the Reference Stock:
and
held to maturity):
· If the Final Stock Price is greater than or equal to the Trigger Price, we wil pay you a cash
payment equal to the principal amount plus the Contingent Coupon otherwise due on the
Maturity Date.
· If the Final Stock Price is below the Trigger Price, you wil receive at maturity, for each
$1,000 in principal amount, a cash payment equal to:
$1,000 + ($1,000 x Reference Stock Return)
The amount of cash that you receive wil be less than your principal amount, if anything, resulting
in a loss that is proportionate to the decline of the Reference Stock from the Trade Date to the
Valuation Date. Investors in the Notes wil lose some or al of their principal amount if the Final
Stock Price of the Reference Stock is less than the Trigger Price.
Reference Stock
Final Stock Price Initial Stock Price
Return:
Initial Stock Price
Stock Settlement:
Not applicable. Payments on the Notes wil be made solely in cash.
Market Disruption
The occurrence of a market disruption event (or a non-trading day) as to the Reference Stock wil
Events:
result in the postponement of an Observation Date or the Valuation Date, as described in the
product prospectus supplement.
Calculation Agent:
RBC Capital Markets, LLC ("RBCCM")
U.S. Tax Treatment:
By purchasing a Note, each holder agrees (in the absence of a change in law, an administrative
determination or a judicial ruling to the contrary) to treat the Notes as a cal able pre-paid cash-
settled contingent income-bearing derivative contract linked to the Reference Stock for U.S.
federal income tax purposes. However, the U.S. federal income tax consequences of your
investment in the Notes are uncertain and the Internal Revenue Service could assert that the
Notes should be taxed in a manner that is different from that described in the preceding sentence.
Please see the section below, "Supplemental Discussion of U.S. Federal Income Tax
Consequences," and the discussion (including the opinion of our counsel Morrison & Foerster
LLP) in the product prospectus supplement dated September 10, 2018 under "Supplemental
Discussion of U.S. Federal Income Tax Consequences," which apply to the Notes.
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Notes
Royal Bank of Canada
Secondary Market:
RBCCM (or one of its affiliates), though not obligated to do so, may maintain a secondary market
in the Notes after the Issue Date. The amount that you may receive upon sale of your Notes prior
to maturity may be less than the principal amount.
Listing:
The Notes wil not be listed on any securities exchange.
Settlement:
DTC global (including through its indirect participants Euroclear and Clearstream, Luxembourg as
described under "Description of Debt Securities--Ownership and Book-Entry Issuance" in the
prospectus dated September 7, 2018).
Terms Incorporated in
Al of the terms appearing above the item captioned "Secondary Market" on the cover page and
the Master Note:
pages P-2 and P-3 of this pricing supplement and the terms appearing under the caption "General
Terms of the Notes" in the product prospectus supplement dated September 10, 2018, as
modified by this pricing supplement.
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Notes
Royal Bank of Canada
ADDITIONAL TERMS OF YOUR NOTES
You should read this pricing supplement together with the prospectus dated September 7, 2018, as supplemented by the
prospectus supplement dated September 7, 2018 and the product prospectus supplement dated September 10, 2018,
relating to our Senior Global Medium Term Notes, Series H, of which these Notes are a part. Capitalized terms used but
not defined in this pricing supplement wil have the meanings given to them in the product prospectus supplement. In the
event of any conflict, this pricing supplement wil control. The Notes vary from the terms described in the product
prospectus supplement in several important ways. You should read this pricing supplement carefully.
This pricing supplement, together with the documents listed below, contains the terms of the Notes and supersedes al
prior or contemporaneous oral statements as wel as any other written materials including preliminary or indicative pricing
terms, correspondence, trade ideas, structures for implementation, sample structures, brochures or other educational
materials of ours. You should careful y consider, among other things, the matters set forth in "Risk Factors" in the
prospectus supplement dated September 7, 2018 and in the product prospectus supplement dated September 10, 2018,
as the Notes involve risks not associated with conventional debt securities. We urge you to consult your investment, legal,
tax, accounting and other advisors before you invest in the Notes. You may access these documents on the Securities and
Exchange Commission (the "SEC") website at www.sec.gov as fol ows (or if that address has changed, by reviewing our
filings for the relevant date on the SEC website):
Prospectus dated September 7, 2018:
https://www.sec.gov/Archives/edgar/data/1000275/000121465918005973/l96181424b3.htm
Prospectus Supplement dated September 7, 2018:
https://www.sec.gov/Archives/edgar/data/1000275/000121465918005975/f97180424b3.htm
Product Prospectus Supplement dated September 10, 2018:
https://www.sec.gov/Archives/edgar/data/1000275/000114036118038091/form424b5.htm
Our Central Index Key, or CIK, on the SEC website is 1000275. As used in this pricing supplement, "we," "us," or "our"
refers to Royal Bank of Canada.
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Auto-Cal able Contingent Coupon Barrier
Notes
Royal Bank of Canada
HYPOTHETICAL EXAMPLES
The table set out below is included for il ustration purposes only. The table il ustrates the Payment at Maturity of the Notes
(including the final Contingent Coupon, if payable) for a hypothetical range of performance for the Reference Stock,
assuming the fol owing terms and that the Notes are not automatical y cal ed prior to maturity:
Hypothetical Initial Stock Price:
$100.00*
Hypothetical Trigger Price and Coupon Barrier: $60.00, which is 60% of the hypothetical Initial
Stock Price
Contingent Coupon Rate:
10.00% per annum (or 2.50% per quarter)
Contingent Coupon Amount:
$25.00 per quarter
Observation Dates:
Quarterly
Principal Amount:
$1,000 per Note
* The hypothetical Initial Stock Price of $100 used in the examples below has been chosen for il ustrative purposes only
and is not the actual Initial Stock Price. The actual Initial Stock Price is set forth on the cover page of this pricing
supplement.
Hypothetical Final Stock Prices are shown in the first column on the left. The second column shows the Payment at
Maturity for a range of Final Stock Prices on the Valuation Date. The third column shows the amount of cash to be paid on
the Notes per $1,000 in principal amount. If the Notes are cal ed prior to maturity, the hypothetical examples below wil not
be relevant, and you wil receive on the applicable Coupon Payment Date, for each $1,000 principal amount, $1,000 plus
the Contingent Coupon otherwise due on the Notes.
Hypothetical Final Stock Price of the
Payment at Maturity as
Payment at Maturity
Reference Stock
Percentage of Principal
(assuming that the
Amount
Notes were not
previously called)
$150.00
102.50%*
$1,025.00*
$140.00
102.50%*
$1,025.00*
$125.00
102.50%*
$1,025.00*
$120.00
102.50%*
$1,025.00*
$110.00
102.50%*
$1,025.00*
$100.00
102.50%*
$1,025.00*
$90.00
102.50%*
$1,025.00*
$80.00
102.50%*
$1,025.00*
$70.00
102.50%*
$1,025.00*
$60.00
102.50%*
$1,025.00*
$59.99
59.99%
$599.90
$50.00
50.00%
$500.00
$40.00
40.00%
$400.00
$30.00
30.00%
$300.00
$20.00
20.00%
$200.00
$10.00
10.00%
$100.00
$0.00
0%
$0.00
* Including the final Contingent Coupon, if payable.
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Notes
Royal Bank of Canada
Hypothetical Examples of Amounts Payable at Maturity
The fol owing hypothetical examples il ustrate how the payments at maturity set forth in the table above are calculated,
assuming the Notes have not been cal ed.
Example 1: The price of the Reference Stock increases by 25% from the Initial Stock Price of $100.00 to the Final
Stock Price of $125.00. Because the Final Stock Price is greater than the Trigger Price and its Coupon Barrier, the
investor receives at maturity, in addition to the final Contingent Coupon otherwise due on the Notes, a cash payment of
$1,000 per Note, despite the 25% appreciation in the price of the Reference Stock.
Example 2: The price of the Reference Stock decreases by 10% from the Initial Stock Price of $100.00 to the Final
Stock Price of $90.00. Because the Final Stock Price is greater than the Trigger Price and its Coupon Barrier, the investor
receives at maturity, in addition to the final Contingent Coupon otherwise due on the Notes, a cash payment of $1,000 per
Note, despite the 10% decline in the price of the Reference Stock.
Example 3: The price of the Reference Stock decreases by 70% from the Initial Stock Price of $100.00 to the Final
Stock Price of $30.00. Because the Final Stock Price is less than the Trigger Price and its Coupon Barrier, the final
Contingent Coupon wil not be payable on the Maturity Date, and we wil pay only $300.00 for each $1,000 in the principal
amount of the Notes, calculated as fol ows:
Principal Amount + (Principal Amount x Reference Stock Return)
= $1,000 + ($1,000 x -70.00%) = $1,000 - $700.00 = $300.00
* * *
The Payments at Maturity shown above are entirely hypothetical; they are based on theoretical prices of the Reference
Stock that may not be achieved on the Valuation Date and on assumptions that may prove to be erroneous. The actual
market value of your Notes on the Maturity Date or at any other time, including any time you may wish to sel your Notes,
may bear little relation to the hypothetical Payments at Maturity shown above, and those amounts should not be viewed as
an indication of the financial return on an investment in the Notes.
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Auto-Cal able Contingent Coupon Barrier
Notes
Royal Bank of Canada
SELECTED RISK CONSIDERATIONS
An investment in the Notes involves significant risks. Investing in the Notes is not equivalent to investing directly in the
Reference Stock. These risks are explained in more detail in the section "Risk Factors," in the product prospectus
supplement. In addition to the risks described in the prospectus supplement and the product prospectus supplement, you
should consider the fol owing:
·
Principal at Risk -- Investors in the Notes could lose al or a substantial portion of their principal amount if there
is a decline in the trading price of the Reference Stock between the Trade Date and the Valuation Date. If the
Notes are not automatical y cal ed and the Final Stock Price on the Valuation Date is less than the Trigger Price,
the amount of cash that you receive at maturity wil represent a loss of your principal that is proportionate to the
decline in the closing price of the Reference Stock from the Trade Date to the Valuation Date. Any Contingent
Coupons received on the Notes prior to the Maturity Date may not be sufficient to compensate for any such loss.
·
The Notes Are Subject to an Automatic Call -- If on any Observation Date, beginning in August 2020, the
closing price of the Reference Stock is greater than or equal to the Cal Stock Price, then the Notes wil be
automatical y cal ed. If the Notes are automatical y cal ed, then, on the applicable Cal Settlement Date, for each
$1,000 in principal amount, you wil receive $1,000 plus the Contingent Coupon otherwise due on the applicable
Cal Settlement Date. You wil not receive any Contingent Coupons after the Cal Settlement Date. You may be
unable to reinvest your proceeds from the automatic cal in an investment with a return that is as high as the return
on the Notes would have been if they had not been cal ed.
·
You May Not Receive Any Contingent Coupons -- We wil not necessarily make any coupon payments on the
Notes. If the closing price of the Reference Stock on an Observation Date is less than the Coupon Barrier, we wil
not pay you the Contingent Coupon applicable to that Observation Date. If the closing price of the Reference Stock
is less than the Coupon Barrier on each of the Observation Dates and on the Valuation Date, we wil not pay you
any Contingent Coupons during the term of, and you wil not receive a positive return on, your Notes. General y,
this non-payment of the Contingent Coupon coincides with a period of greater risk of principal loss on your Notes.
Accordingly, if we do not pay the Contingent Coupon on the Maturity Date, you wil also incur a loss of principal,
because the Final Stock Price wil be less than the Trigger Price.
·
The Call Feature and the Contingent Coupon Feature Limit Your Potential Return -- The return potential of
the Notes is limited to the pre-specified Contingent Coupon Rate, regardless of the appreciation of the Reference
Stock. In addition, the total return on the Notes wil vary based on the number of Observation Dates on which the
Contingent Coupon becomes payable prior to maturity or an automatic cal . Further, if the Notes are cal ed due to
the Cal Feature, you wil not receive any Contingent Coupons or any other payment in respect of any Observation
Dates after the applicable Cal Settlement Date. Since the Notes could be cal ed as early as August 2020, the total
return on the Notes could be minimal. If the Notes are not cal ed, you may be subject to the ful downside
performance of the Reference Stock even though your potential return is limited to the Contingent Coupon Rate.
As a result, the return on an investment in the Notes could be less than the return on a direct investment in the
Reference Stock.
·
Your Return May Be Lower than the Return on a Conventional Debt Security of Comparable Maturity --
The return that you wil 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 Royal Bank.
·
Payments on the Notes Are Subject to Our Credit Risk, and Changes in Our Credit Ratings Are Expected
to Affect the Market Value of the Notes -- The Notes are our senior unsecured debt securities. As a result, your
receipt of any Contingent Coupons, if payable, and the amount due on any relevant payment date is dependent
upon our ability to repay our obligations on the applicable payment dates. This wil be the case even if the price of
the Reference Stock increases after the Trade Date. No assurance can be given as to what our financial condition
wil be during the term of the Notes.
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Notes
Royal Bank of Canada
·
There May Not Be an Active Trading Market for the Notes-Sales in the Secondary Market May Result in
Significant Losses -- There may be little or no secondary market for the Notes. The Notes wil not be listed on
any securities exchange. RBCCM and our other affiliates may make a market for the Notes; however, they are not
required to do so. RBCCM or any other affiliate of ours may stop any market-making activities at any time. Even if
a secondary market for the Notes develops, it may not provide significant liquidity or trade at prices advantageous
to you. We expect that transaction costs in any secondary market would be high. As a result, the difference
between bid and asked prices for your Notes in any secondary market could be substantial.
·
Owning the Notes Is Not the Same as Owning the Reference Stock -- The return on your Notes is unlikely to
reflect the return you would realize if you actual y owned the Reference Stock. For instance, you wil not receive or
be entitled to receive any dividend payments or other distributions on the Reference Stock during the term of your
Notes. As an owner of the Notes, you wil not have voting rights or any other rights that holders of the Reference
Stock may have. Furthermore, the Reference Stock may appreciate substantial y during the term of the Notes,
while your potential return wil be limited to the applicable Contingent Coupon payments.
·
There Is No Affiliation Between the Reference Stock Issuer and RBCCM, and RBCCM Is Not Responsible
for any Disclosure by the Reference Stock Issuer -- We are not affiliated with the Reference Stock Issuer.
However, we and our affiliates may currently, or from time to time in the future, engage in business with the
Reference Stock Issuer. Nevertheless, neither we nor our affiliates assume any responsibilities for the accuracy or
the completeness of any information that any other company prepares. You, as an investor in the Notes, should
make your own investigation into the Reference Stock. The Reference Stock Issuer is not involved in this offering
and has no obligation of any sort with respect to your Notes. The Reference Stock Issuer has no obligation to take
your interests into consideration for any reason, including when taking any corporate actions that might affect the
value of your Notes.
·
Our Business Activities May Create Conflicts of Interest -- We and our affiliates expect to engage in trading
activities related to the Reference Stock that are not for the account of holders of the Notes or on their behalf.
These trading activities may present a conflict between the holders' interests in the Notes and the interests we and
our affiliates wil have in their proprietary accounts, in facilitating transactions, including options and other
derivatives transactions, for their customers and in accounts under their management. These trading activities, if
they influence the prices of the Reference Stock, could be adverse to the interests of the holders of the Notes. We
and one or more of our affiliates may, at present or in the future, engage in business with the Reference Stock
Issuer, including making loans to or providing advisory services. These services could include investment banking
and merger and acquisition advisory services. These activities may present a conflict between our or one or more
of our affiliates' obligations and your interests as a holder of the Notes. Moreover, we and our affiliates may have
published, and in the future expect to publish, research reports with respect to the Reference Stock. This research
is modified from time to time without notice and may express opinions or provide recommendations that are
inconsistent with purchasing or holding the Notes. Any of these activities by us or one or more of our affiliates may
affect the price of the Reference Stock, and, therefore, the market value of the Notes.
·
The Initial Estimated Value of the Notes Is Less than the Price to the Public -- The initial estimated value that
is set forth on the cover page of this pricing supplement does not represent a minimum price at which we, RBCCM
or any of our affiliates would be wil ing to purchase the Notes in any secondary market (if any exists) at any time. If
you attempt to sel the Notes prior to maturity, their market value may be lower than the price you paid for them
and the initial estimated value. This is due to, among other things, changes in the price of the Reference Stock, the
borrowing rate we pay to issue securities of this kind, and the inclusion in the price to the public of the underwriting
discount and the estimated costs relating to our hedging of the Notes. These factors, together with various credit,
market and economic factors over the term of the Notes, are expected to reduce the price at which you may be
able to sel the Notes in any secondary market and wil affect the value of the Notes in complex and unpredictable
ways. Assuming no change in market conditions or any other relevant factors, the price, if any, at which you may
be able to sel your Notes prior to maturity may be less than your original purchase price, as any such sale price
would not be expected to include the underwriting discount and the hedging costs relating to the
P-9
RBC Capital Markets, LLC
https://www.sec.gov/Archives/edgar/data/1000275/000114036120004298/form424b2.htm
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