Pricing Supplement
(To the Prospectus dated September 7, 2018, the Prospectus Supplement dated September 7, 2018, and the Product Prospectus Supplement dated
September 10, 2018)
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Filed Pursuant to Rule 424(b)(2)
Registration No. 333-227001
February 6, 2019
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Royal Bank of Canada
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$3,520,000
Phoenix Autocallable Notes with Memory Coupon due February 25, 2020 Linked to the Common Stock of NVIDIA Corporation Senior Global Medium-Term Notes, Series H |
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The Notes are designed for investors who wish to receive Contingent Coupons (as defined below) if (i) on any of the Observation Dates (other than the final Observation Date),
the closing price of the common stock of NVIDIA Corporation (the “Reference Stock”) or (ii) with respect to the final Observation Date, the Final Stock Price (as defined below) is at or above the Coupon Barrier (as defined below).
Investors should be willing to forgo fixed interest and dividend payments, in exchange for the opportunity to receive a Contingent Coupon for each Observation Date. Due to the memory feature described below, a Contingent Coupon that
is not payable on a Coupon Payment Date may be paid on a subsequent Coupon Payment Date or at maturity.
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Investors in the Notes should be willing to accept the risk of losing some or all of their principal and the risk that no Contingent Coupon payment may be made with respect to
some or all of the Observation Dates. Contingent Coupon payments should not be viewed as periodic interest payments.
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The Notes are subject to automatic call if the closing price of the Reference Stock on any Observation Date (other than the final Observation Date) is at or above the Initial
Stock Price. If the Notes are not automatically called and the Final Stock Price is below the Trigger Price (as defined below), investors will be fully exposed to the depreciation in the Reference Stock. Investors in the Notes should
be willing to accept this risk of loss. All payments on the Notes are subject to our credit risk.
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Senior unsecured obligations of Royal Bank of Canada maturing February 25, 2020.(a)
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Minimum denominations of $10,000 and integral multiples of $1,000 in excess thereof.
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The Notes priced on February 6, 2019 (the “trade date”) and will be issued on February 12, 2019 (the “issue date”).
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Key Terms
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Terms used in this pricing supplement, but not defined herein, will have the
meanings ascribed to them in the product prospectus supplement.
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Issuer:
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Royal Bank of Canada
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Reference Stock:
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The common stock of NVIDIA Corporation (Bloomberg symbol: “NVDA”)
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Observation Dates:
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May 20, 2019, August 20, 2019, November 20, 2019 and February 20, 2020(a)
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Coupon Payment Dates:
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Three business days following each Observation Date, except that the final Coupon Payment Date will
be the maturity date.
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Contingent Coupons and
Memory Feature:
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The Contingent Coupon will be paid on each Coupon Payment Date if (i) the closing price of the
Reference Stock on the applicable Observation Date (other than the final Observation Date) or (ii) with respect to the final Observation Date, the Final Stock Price, is at or above the Coupon Barrier. If the Contingent Coupon is not
payable on any Coupon Payment Date, it will be paid on any later Coupon Payment Date (or at maturity) on which the Contingent Coupon is payable, together with the payment otherwise due on that later date. For the avoidance of doubt, once
a previously unpaid Contingent Coupon has been paid on a later Coupon Payment Date, it will not be paid again on a subsequent date.
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Contingent Coupon:
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$35.125 per $1,000 in principal amount of the Notes, if payable.
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Coupon Barrier:
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$91.80, which is 60.00% of the Initial Stock Price
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Call Feature:
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If the closing price of the Reference Stock on any Observation Date (other than the final
Observation Date) is at or above the Initial Stock Price, the Notes will be automatically called for a cash payment equal to the principal amount plus the applicable Contingent Coupon for the applicable Observation Date, together with any
previously unpaid Contingent Coupons.
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Call Settlement Dates:
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The Coupon Payment Date corresponding to the applicable Observation Date.
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Trigger Price:
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$91.80, which is 60.00% of the Initial Stock Price
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Payment at Maturity:
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If the Notes are not called and on the final Observation Date:
· the Final Stock Price is at or above the Trigger Price, then you will receive a cash amount equal to the principal
amount plus the Contingent Coupon otherwise due on the maturity date and any previously unpaid Contingent Coupons with respect to the prior Coupon Payment Dates; or
· the Final Stock Price is below the Trigger Price, then you will receive a cash amount equal to the principal amount x (1 + the Underlying Return). In this case, you will
have a loss of principal that is proportionate to the decline in the Final Stock Price from the Initial Stock Price, and you will lose some or all of your initial investment.
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Underlying Return:
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Final
Stock Price - Initial Stock Price
Initial Stock Price |
Initial Stock Price:
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$153.00, which was the closing price of one share of the Reference Stock on the trade date.
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Final Stock Price:
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The arithmetic average of the closing prices of one share of the Reference Stock on each of the
Valuation Dates.
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Valuation Dates:
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February 13, 2020, February 14, 2020, February 18, 2020, February 19, 2020 and the final Observation
Date (a)
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Maturity Date:
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February 25, 2020(a)
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CUSIP/ISIN:
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78013XZD3/US78013XZD38
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Estimated Value:
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The initial estimated value of the Notes as of the date of this document is $985.98 per $1,000 in
principal amount, which is less than the price to public. The actual value of the Notes at any time will reflect many factors, cannot be predicted with accuracy, and may be less than this amount.
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Price to Public1
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Underwriting Commission2
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Proceeds to Royal Bank of Canada
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Per Note
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$1,000
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$10
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$990
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Total
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$3,520,000
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$35,200
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$3,484,800
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Observation Dates Prior to the Final Observation Date
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Final Observation Date
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Reference
Stock Price
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Reference Stock
Percentage Change at
Observation Date
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Payment on
Coupon
Payment Date
or Call
Settlement
Date (as
applicable)(1)(2)
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Return on the
Notes
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Final Stock
Price (3)
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Underlying
Return at Final
Observation
Date
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Payment at
Maturity(2)
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Return on the Notes(4)
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$180.00
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80.00%
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$1,035.125
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3.5125%
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$180.00
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80.00%
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$1,035.125
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3.5125%
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$170.00
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70.00%
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$1,035.125
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3.5125%
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$170.00
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70.00%
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$1,035.125
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3.5125%
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$160.00
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60.00%
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$1,035.125
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3.5125%
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$160.00
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60.00%
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$1,035.125
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3.5125%
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$150.00
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50.00%
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$1,035.125
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3.5125%
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$150.00
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50.00%
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$1,035.125
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3.5125%
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$140.00
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40.00%
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$1,035.125
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3.5125%
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$140.00
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40.00%
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$1,035.125
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3.5125%
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$130.00
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30.00%
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$1,035.125
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3.5125%
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$130.00
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30.00%
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$1,035.125
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3.5125%
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$120.00
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20.00%
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$1,035.125
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3.5125%
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$120.00
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20.00%
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$1,035.125
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3.5125%
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$110.00
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10.00%
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$1,035.125
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3.5125%
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$110.00
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10.00%
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$1,035.125
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3.5125%
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$105.00
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5.00%
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$1,035.125
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3.5125%
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$105.00
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5.00%
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$1,035.125
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3.5125%
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$100.00
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0.00%
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$1,035.125
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3.5125%
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$100.00
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0.00%
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$1,035.125
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3.5125%
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$95.00
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-5.00%
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$35.125
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3.5125%
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$95.00
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-5.00%
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$1,035.125
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3.5125%
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$90.00
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-10.00%
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$35.125
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3.5125%
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$90.00
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-10.00%
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$1,035.125
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3.5125%
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$85.00
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-15.00%
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$35.125
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3.5125%
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$85.00
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-15.00%
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$1,035.125
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3.5125%
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$80.00
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-20.00%
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$35.125
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3.5125%
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$80.00
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-20.00%
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$1,035.125
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3.5125%
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$75.00
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-25.00%
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$35.125
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3.5125%
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$75.00
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-25.00%
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$1,035.125
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3.5125%
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$70.00
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-30.00%
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$35.125
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3.5125%
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$70.00
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-30.00%
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$1,035.125
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3.5125%
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$60.00
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-40.00%
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$35.125
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3.5125%
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$60.00
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-40.00%
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$1,035.125
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3.5125%
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$50.00
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-50.00%
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$0.000
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0.0000%
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$50.00
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-50.00%
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$500.000
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-50.0000%
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$40.00
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-60.00%
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$0.000
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0.0000%
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$40.00
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-60.00%
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$400.000
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-60.0000%
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$30.00
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-70.00%
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$0.000
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0.0000%
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$30.00
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-70.00%
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$300.000
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-70.0000%
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$20.00
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-80.00%
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$0.000
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0.0000%
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$20.00
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-80.00%
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$200.000
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-80.0000%
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$10.00
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-90.00%
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$0.000
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0.0000%
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$10.00
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-90.00%
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$100.000
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-90.0000%
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$0.00
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-100.00%
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$0.000
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0.0000%
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$0.00
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-100.00%
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$0.000
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-100.0000%
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Capped Appreciation Potential — The return potential of the
Notes is limited to the Contingent Coupons and you will not participate in any appreciation in the price of the Reference Stock, which may be significant.
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Potential Early Redemption as a Result of Automatic Call Feature
— While the original term of the Notes is just over one year, the Notes will be called before maturity if the closing price of the Reference Stock is at or above the Initial Stock Price on the applicable Observation Date (other than
the final Observation Date). In such a case, you will receive the principal amount plus the applicable Contingent Coupon corresponding to that Observation Date, plus any previously unpaid Contingent Coupons with respect to prior
Observation Dates.
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Contingent Protection Against Loss — If the Notes are not
automatically called and the Final Stock Price is at or above the Trigger Price, you will be entitled to receive the full principal amount of your Notes at maturity (plus the applicable Contingent Coupon and any previously unpaid
Contingent Coupons with respect to prior Observation Dates). If the Notes are not automatically called and the Final Stock Price is less than the Trigger Price, you will lose 1% of the principal amount of your Notes for every 1% that
the Final Stock Price is less than the Initial Stock Price. Under these circumstances, you will lose at least 40.00% of your principal amount at maturity and may lose up to your entire principal amount.
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Principal at Risk — Investors in the Notes could lose all or
a substantial portion of their principal amount if there is a decline in the Reference Stock below the Trigger Price and the Notes are not automatically called. You will lose 1% of the principal amount of your Notes for each 1% that
the Final Stock Price is less than the Initial Stock Price if the Final Stock Price is less than the Trigger Price.
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Contingent Repayment of Principal Applies Only at Maturity —
You should be willing to hold your Notes to maturity. If you sell your Notes prior to maturity in the secondary market, if any, you may have to sell your Notes at a loss relative to your initial investment even if the price of the
Reference Stock is above the Trigger Price.
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You May Not Receive Any Contingent Coupons — Investors in the
Notes will not necessarily receive Contingent Coupons on the Notes. If (i) the closing price of the Reference Stock on an Observation Date (other than the final Observation Date) or (ii) with respect to the final Observation Date, the
Final Stock Price, is less than the Coupon Barrier, investors will not receive 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 (other than the final Observation Date) and the Final Stock Price is less than the Coupon Barrier, investors will not receive any Contingent Coupons during the term of the Notes, and will not receive a positive
return on the Notes. Contingent Coupon payments should not be viewed as periodic interest payments. Generally, this non-payment of the Contingent Coupon coincides with a period of greater risk of principal loss on the Notes.
Notwithstanding the memory feature described above, there can be no assurance that any unpaid Contingent Coupon will become payable during the term of the notes.
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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 bought one of our conventional senior interest bearing debt securities.
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Reinvestment Risk — If your Notes are automatically called,
the term of the Notes may be as short as approximately 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 if the Notes
are automatically called prior to the Maturity Date. In addition, for the avoidance of doubt, the underwriting commission set forth above will not be rebated if the Notes are called prior to maturity.
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Credit of Issuer — The Notes are our senior unsecured debt
securities. As a result, all payments on the Notes are dependent upon our ability to repay our obligations at that time. This will be the case even if the Reference Stock increases after the trade date. No assurance can be given as
to what our financial condition will be on any payment date.
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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 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.
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Owning the Notes Is Not the Same as Owning the Reference Stock
— The return on your Notes may not reflect the return you would realize if you actually owned the Reference Stock. For instance, as a holder of the Notes, you will not have voting rights, rights to receive cash dividends or other
distributions, or any other rights that holders of the Reference Stock would have. Further, you will not participate in any appreciation of the Reference Stock, which could be significant.
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There Is No Affiliation Between Us and the Issuer of the Reference
Stock, and We Are Not Responsible for any Disclosure by that Company — We are not affiliated with the issuer of the Reference Stock. However, we and our affiliates may currently, or from time to time in the future engage in
business with the issuer of the Reference Stock. Nevertheless, neither we nor our affiliates assume any responsibilities for the accuracy or the completeness of any information about the Reference Stock that the issuer of the
Reference Stock prepares. You, as an investor in the Notes, should make your own investigation into the Reference Stock and the issuer of the Reference Stock. The issuer of the Reference Stock is not involved in this offering and
has no obligation of any sort with respect to your Notes. The issuer of the Reference Stock 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.
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Single Stock Risk — The price of the Reference Stock can rise
or fall sharply due to factors specific to the Reference Stock and its issuer, such as stock price volatility, earnings, financial conditions, corporate, industry and regulatory developments, management changes and decisions and other
events, as well as general market factors, such as general stock market volatility and levels, interest rates and economic and political conditions. We urge you to review financial and other information filed periodically with the SEC
by the issuer of the Reference Stock.
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Many Economic and Market Factors Will Impact the Value of the Notes
— In addition to the price of the Reference Stock on any day, the value of the Notes will be affected by a number of economic and market factors that may either offset or magnify each other, including:
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the expected volatility of the Reference Stock;
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the time to maturity of the Notes;
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the dividend rate on the Reference Stock;
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interest and yield rates in the market generally;
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a variety of economic, financial, political, regulatory or judicial events; and
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our creditworthiness, including actual or anticipated downgrades in our credit ratings.
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The Estimated Initial Value of the Notes Is Less than the Price to
the Public — The estimated initial 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 estimated initial 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 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. The Notes are not designed to be short-term trading instruments. Accordingly, you should be able and willing to hold your Notes to maturity.
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The Estimated Initial Value of the Notes Is an Estimate Only,
Calculated as of the Pricing Date — The value of the Notes at any time after the pricing date will vary based on many factors, including changes in market conditions, and cannot be predicted with accuracy. As a result, the
actual value you would receive if you sold the Notes in any secondary market, if any, should be expected to differ materially from the estimated initial value of your Notes.
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Market Disruption Events and Adjustments — Whether the Notes
will be called prior to maturity, the payment upon an automatic call or at maturity, the Observation Dates, the Valuation Dates and the Reference Stock are subject to adjustment as described in the product prospectus supplement and
this pricing supplement. For a description of what constitutes a market disruption event as well as the consequences of that market disruption event and the unavailability of the price of the Reference Stock on an Observation Date or
Valuation Date, see “Market Disruption Events on a Valuation Date” below, and “General Terms of the Notes—Payment at Maturity” and “—Market Disruption Events” in the product prospectus supplement.
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Antidilution Adjustments — For certain corporate events
affecting the Reference Stock, the calculation agent may make adjustments to the terms of the Notes. However, the calculation agent will not make such adjustments in response to all events that could affect the Reference Stock. If an
event occurs that does not require the calculation agent to make such adjustments, the value of the Notes may be materially and adversely affected. In addition, all determinations and calculations concerning any such adjustments will
be made in the sole discretion of the calculation agent, which will be binding on you absent manifest error. You should be aware that the calculation agent may make any such adjustment, determination or calculation in a manner that
differs from that discussed in this document or the product prospectus supplement as necessary to achieve an equitable result.
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The Business Activities of Royal Bank and Our Affiliates 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 price 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 issuer of the Reference Stock, 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 may affect the price of the Reference Stock and, therefore, the market value of the Notes.
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