![]() |
Filed Pursuant to Rule 424(b)(2)
Registration Statement No. 333-227001
|
||
Pricing Supplement
Dated February 19, 2021
To the Product Prospectus Supplement Dated September 10, 2018, the Prospectus Supplement Dated September 7, 2018 and the Prospectus Dated September 7, 2018
|
$2,075,000
Issuer Callable Fixed Coupon Barrier Notes
Linked to the Common Stock of Apple Inc.,
Due February 25, 2022
Royal Bank of Canada
|
||
Issuer:
|
Royal Bank of Canada
|
Stock Exchange Listing:
|
None
|
Trade Date:
|
February 19, 2021
|
Principal Amount:
|
$1,000 per Note
|
Issue Date:
|
February 24, 2021
|
Maturity Date:
|
February 25, 2022
|
Coupon Payment:
|
Each coupon will be paid in equal quarterly payments, unless the Notes are previously called.
|
Final Stock Price:
|
The closing price of the Reference Stock on the Valuation Date.
|
Call Feature:
|
The Notes may be called at our discretion on any Coupon Payment Date beginning in May 2021 (other than the final Coupon Payment Date), if we send prior written notice, as described below.
|
||
Payment at Maturity (if
held to maturity):
|
If the Notes are not previously called, we will pay an amount at maturity based on the Final Stock Price. For each $1,000 in principal amount of the Notes, the investor will receive at
maturity $1,000 plus accrued and unpaid interest, unless the Final Stock Price is less than the Barrier Price.
If the Final Stock Price is less than the Barrier Price, then the investor will receive at maturity, instead of the principal amount, in addition to accrued and unpaid interest, for each
$1,000 in principal amount, the number of shares of the Reference Stock equal to the Physical Delivery Amount, or at our election, the cash value of those shares.
Investors could lose some or all of their principal amount if the Final Stock Price of the Reference Stock is less than the Barrier Price.
|
||
Physical Delivery
Amount:
|
For each $1,000 in principal amount, a number of shares of the Reference Stock equal to the principal amount divided by the Initial Stock Price, subject to adjustment as described in the product prospectus
supplement.
|
||
Monitoring Period:
|
The Valuation Date.
|
Reference Stock
|
Annual
Coupon Rate
|
Initial
Stock
Price
|
Barrier
Price*
|
CUSIP
|
Principal
Amount
|
Price to
Public(1)
|
Underwriting Discounts
and Commissions(1) |
Proceeds to
Royal Bank of
Canada
|
|||||||||
Apple Inc. (AAPL)
|
10.00%
|
$129.87
|
$97.40, which is 75% of the Initial Stock Price
|
78013GJ30
|
$2,075,000
|
100%
|
$20,750
1.00%
|
$2,054,250
99.00%
|
|
|
Issuer Callable Fixed Coupon Barrier Notes
Royal Bank of Canada
|
General:
|
This pricing supplement relates to an offering of Issuer Callable Fixed Coupon Barrier Notes (the “Notes”) linked to the common stock (the “Reference Stock”) of Apple
Inc. (the “Reference Stock Issuer”).
|
Issuer:
|
Royal Bank of Canada (“Royal Bank”)
|
Trade Date (Pricing
Date):
|
February 19, 2021
|
Issue Date:
|
February 24, 2021
|
Valuation Date:
|
February 22, 2022
|
Maturity Date:
|
February 25, 2022
|
Denominations:
|
Minimum denomination of $1,000, and integral multiples of $1,000 thereafter.
|
Designated Currency:
|
U.S. Dollars
|
Coupon Rate:
|
10.00% per annum. Each coupon will be paid in equal quarterly payments of 2.50% of the principal amount on the applicable Coupon Payment Date, unless the Notes are
previously called.
|
Coupon Payment
Dates: |
May 24, 2021, August 24, 2021, November 24, 2021 and the Maturity Date.
|
Record Dates:
|
The record date for each Coupon Payment Date will be one business day prior to that scheduled Coupon Payment Date; provided, however, that the Coupon Payment at maturity
or upon a call will be payable to the person to whom the payment at maturity or upon the call, as the case may be, will be payable.
|
Call Feature:
|
The Notes may be called at our discretion on any Coupon Payment Date beginning in May 2021 (other than the final Coupon Payment Date), if we send prior written notice to
the trustee at least three business days prior to that Coupon Payment Date.
|
Payment if Called:
|
If the Notes are called, then, on the applicable Coupon Payment Date, beginning in May 2021, for each $1,000 principal amount, you will receive $1,000 plus accrued and
unpaid interest to but excluding the applicable Coupon Payment 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.
|
Barrier Price:
|
75% of the Initial Stock Price, 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.
|
|
|
Issuer Callable Fixed Coupon Barrier Notes
Royal Bank of Canada
|
Payment at Maturity (if
Notes are not
previously called and
are held to maturity):
|
For each $1,000 in principal amount of the Notes, the investor will receive $1,000 plus accrued and unpaid interest at maturity, unless the Final Stock Price is less than the Barrier Price.
If the Final Stock Price is less than the Barrier Price, then the investor will receive at maturity, in addition to accrued and unpaid interest, for each $1,000 in principal amount of the Notes, the number of shares of the Reference Stock
equal to the Physical Delivery Amount, or at our election, the Cash Delivery Amount. If we elect to deliver shares of the Reference Stock, fractional shares will be paid in cash.
The value of the cash or shares that you would receive in this case will 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 could lose some or all of their principal amount if the Final Stock Price of the Reference Stock is less than the Barrier
Price.
|
Physical Delivery
Amount:
|
For each $1,000 in principal amount, 7.70, which is the number of shares equal to $1,000 divided by the Initial Stock Price of the Reference Stock, rounded to two decimal
places. The Physical Delivery Amount is subject to adjustment as described in the product prospectus supplement. Fractional shares will be paid in cash.
|
Cash Delivery
Amount:
|
The product of the Physical Delivery Amount multiplied by the Final Stock Price of the Reference Stock.
|
Monitoring Period:
|
The Valuation Date. The price of the Reference Stock between the Trade Date and the Valuation Date will not impact the Payment at Maturity.
|
Monitoring Method:
|
Close of Trading Day
|
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 an investment unit
consisting of (i) a non-contingent debt instrument issued by us to you and (ii) a put option with respect to the Reference Stock written by you and purchased by us.
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.
|
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 will 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).
|
|
|
Issuer Callable Fixed Coupon Barrier Notes
Royal Bank of Canada
|
Terms Incorporated in
the Master Note:
|
All of the terms appearing on the cover page and above the item captioned “Secondary Market” on 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, as modified by this pricing supplement.
|
|
|
Issuer Callable Fixed Coupon Barrier Notes
Royal Bank of Canada
|
|
|
Issuer Callable Fixed Coupon Barrier Notes
Royal Bank of Canada
|
Hypothetical Final
Stock Price of the
Reference Stock
|
Payment at Maturity as Percentage of Principal
Amount
|
Physical Delivery
Amount as Number
of Shares of the
Reference Stock
|
Cash Delivery
Amount
|
$150.00
|
100.00%
|
n/a
|
n/a
|
$125.00
|
100.00%
|
n/a
|
n/a
|
$100.00
|
100.00%
|
n/a
|
n/a
|
$90.00
|
100.00%
|
n/a
|
n/a
|
$80.00
|
100.00%
|
n/a
|
n/a
|
$75.00
|
100.00%
|
n/a
|
n/a
|
$74.99
|
Physical Delivery Amount or Cash Settlement Amount
|
10
|
$749.90
|
$70.00
|
Physical Delivery Amount or Cash Settlement Amount
|
10
|
$700
|
$60.00
|
Physical Delivery Amount or Cash Settlement Amount
|
10
|
$600
|
$50.00
|
Physical Delivery Amount or Cash Settlement Amount
|
10
|
$500
|
$40.00
|
Physical Delivery Amount or Cash Settlement Amount
|
10
|
$400
|
$30.00
|
Physical Delivery Amount or Cash Settlement Amount
|
10
|
$300
|
$20.00
|
Physical Delivery Amount or Cash Settlement Amount
|
10
|
$200
|
$0
|
Physical Delivery Amount or Cash Settlement Amount
|
10
|
$0
|
|
|
Issuer Callable Fixed Coupon Barrier Notes
Royal Bank of Canada
|
|
|
Issuer Callable Fixed Coupon Barrier Notes
Royal Bank of Canada
|
• |
You May Lose Some or All of the Principal Amount at Maturity — Investors in the Notes could lose all or a substantial portion of their principal amount if there is a
decline in the closing price of the Reference Stock between the Trade Date and the Valuation Date. If the Final Stock Price is less than the Barrier Price, the value of the shares or the amount of cash that you receive at maturity will
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. If we deliver shares of the Reference Stock to you, they may further decline in
value between the Valuation Date and the maturity date. The rate of interest payable on the Notes may not be sufficient to compensate for any such loss.
|
• |
The Notes Are Subject to an Issuer Call — We may call the Notes at our discretion on any Coupon Payment Date beginning in May 2021. If the Notes are called, then, for each
$1,000 in principal amount, you will receive $1,000 plus accrued and unpaid interest to but excluding the applicable Coupon Payment Date. You will not receive any coupon payments after the Notes are called. You may be unable to reinvest
your proceeds from the call in an investment with a return that is as high as the return on the Notes would have been if they had not been called. We are more likely to call the Notes if we anticipate that the yield on the Notes will exceed
that payable on our conventional debt securities with a similar remaining term to maturity.
|
• |
The Call Feature Limits Your Potential Return — The return potential of the Notes is limited to the pre-specified Coupon Rate, regardless of the appreciation of the
Reference Stock. If the Notes are called due to the call, you will not receive any Coupon Payments after the applicable Coupon Payment Date. Since the Notes could be called as early as May 2021, the total return on the Notes could be
limited. If the Notes are not called, you may be subject to the full downside performance of the Reference Stock, even though your potential return is limited to the 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 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 purchased one of our conventional senior
interest bearing debt securities.
|
• |
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, the amount due on any relevant payment date is dependent upon our ability to repay our obligations on that date. This will 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 will be during the term of the Notes.
|
• |
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 will 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 of our other affiliates 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.
|
|
|
Issuer Callable Fixed Coupon Barrier Notes
Royal Bank of Canada
|
• |
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 willing to purchase the Notes in any secondary market (if any exists) at any time. If you attempt to sell 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 sell the Notes in any secondary market and will 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 sell 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 Notes. In addition to bid-ask spreads, the value of the Notes determined by RBCCM for any secondary market price is expected to be based on the secondary rate rather than the internal funding rate used to price the Notes and
determine the initial estimated value. As a result, the secondary price will be less than if the internal funding rate was used. The Notes are not designed to be short-term trading instruments. Accordingly, you should be able and willing
to hold your Notes to maturity.
|
• |
The Initial Estimated Value of the Notes on the Cover Page of this Pricing Supplement Is an Estimate Only, Calculated as of the Time the Terms of the Notes Were Set —The
initial estimated value of the Notes is based on the value of our obligation to make the payments on the Notes, together with the mid-market value of the derivative embedded in the terms of the Notes. See “Structuring the Notes” below.
Our estimate is based on a variety of assumptions, including our credit spreads, expectations as to dividends, interest rates and volatility, and the expected term of the Notes. These assumptions are based on certain forecasts about future
events, which may prove to be incorrect. Other entities may value the Notes or similar securities at a price that is significantly different than we do.
|
• |
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 will 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.
|
• |
You Must Rely on Your Own Evaluation of the Merits of an Investment Linked to the Reference Stock — In the
ordinary course of their business, our affiliates may have expressed views on expected movements in the Reference Stock, and may do so in the future. These views or reports may be communicated to our clients
|
|
|
Issuer Callable Fixed Coupon Barrier Notes
Royal Bank of Canada
|
• |
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 actually owned the
Reference Stock. For instance, you will 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 will not have voting rights or
any other rights that holders of the Reference Stock may have. Furthermore, the Reference Stock may appreciate substantially during the term of the Notes, while your potential return will be limited to the 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.
|
• |
The Payments on the Notes Are Subject to Postponement Due to Market Disruption Events and Adjustments —The payment at maturity and the Valuation Date are subject to
adjustment as described in the product prospectus supplement. For a description of what constitutes a market disruption event as well as the consequences of that market disruption event, see “General Terms of the Notes—Consequences of
Market Disruption Events” in the product prospectus supplement.
|
|
|
Issuer Callable Fixed Coupon Barrier Notes
Royal Bank of Canada
|
|
|
Issuer Callable Fixed Coupon Barrier Notes
Royal Bank of Canada
|
|
|
Issuer Callable Fixed Coupon Barrier Notes
Royal Bank of Canada
|
|
|
Issuer Callable Fixed Coupon Barrier Notes
Royal Bank of Canada
|
|
|
Issuer Callable Fixed Coupon Barrier Notes
Royal Bank of Canada
|
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end