Bank Of Montreal /Can/ 6-K, filed Jan 12, 2023
Bank Of Montreal /Can/ (BMO)
About this 6-K
Bank Of Montreal /Can/ filed this 6-K on January 12, 2023.
FORM 6-K
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Report of Foreign Private Issuer
Pursuant to Rule 13a-16 or 15d-16
of the Securities Exchange Act of 1934
| For the month of: January, 2023 | Commission File Number: 001-13354 |
BANK OF MONTREAL
(Name of Registrant)
| 100 King Street West | ||
| 1 First Canadian Place | 129 rue Saint-Jacques | |
| Toronto, Ontario | Montreal, Quebec | |
| Canada, M5X 1A1 | Canada, H2Y 1L6 | |
| (Executive Offices) | (Head Office) | |
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F:
Form 20-F ☐ Form 40-F ☒
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ☐
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ☐
INCORPORATION BY REFERENCE
The information contained in this Form 6-K and any exhibits hereto shall be deemed filed with the Securities and Exchange Commission (“SEC”) solely for purposes of incorporation by reference into and as part of the following registration statement of the registrant on file with and declared effective by the SEC:
| 1. | Registration Statement – Form F-3 – File No. 333-264388 |
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| BANK OF MONTREAL | ||||||
| By: | /s/ Paras Jhaveri | |||||
| Name: | Paras Jhaveri | |||||
| Title: | Global Head, Capital Management and Funding | |||||
| Date: January 12, 2023 | ||||||
EXHIBIT INDEX
| Exhibit | Description of Exhibit | |
| 5.1 | Opinion of Sullivan & Cromwell LLP, U.S. counsel to the Bank. | |
| 5.2 | Opinion of Osler, Hoskin & Harcourt LLP, Canadian counsel to the Bank. | |
| 23.1 | Consent of Sullivan & Cromwell LLP (included in Exhibit 5.1 above). | |
| 23.2 | Consent of Osler, Hoskin & Harcourt LLP (included in Exhibit 5.2 above). | |
Exhibit 5.1
|
TELEPHONE: 1-212-558-4000 WWW.SULLCROM.COM |
125 Broad Street
LOS ANGELES • PALO ALTO • WASHINGTON, D.C.
BRUSSELS • FRANKFURT • LONDON • PARIS
BEIJING • HONG KONG • TOKYO
MELBOURNE • SYDNEY |
January 12, 2023
Bank of Montreal,
100 King Street West,
1 First Canadian Place,
Toronto, Ontario,
Canada M5X 1A1.
Ladies and Gentlemen:
We are acting as counsel to Bank of Montreal, a Canadian chartered bank (the “Bank”), in connection with the issuance and delivery of US$1,000,000,000 principal amount of the Bank’s 5.200% Senior Notes due 2024, US$1,200,000,000 principal amount of the Bank’s 5.203% Senior Notes due 2028 and US$300,000,000 principal amount of the Bank’s Floating Rate Notes due 2024 (collectively, the “Notes”). The Bank filed with the Securities and Exchange Commission, on April 20, 2022, a registration statement on Form F-3 (File No. 333-264388), as subsequently amended on May 25, 2022 (the “Registration Statement”), under the Securities Act of 1933 (the “Act”) relating to, among other things, the proposed offer and sale of up to US$42,000,000,000 aggregate amount of securities of the Bank, including the Notes. The Notes are being issued pursuant to the Indenture, dated as of January 25, 2010, as supplemented by the First Supplemental Indenture thereto, dated as of September 23, 2018 (together, the “Indenture”), between the Bank and Computershare Trust Company, N.A., as successor to Wells Fargo Bank, National Association, as trustee (the “Trustee”).
We have examined such corporate records, certificates and other documents, and such questions of United States federal and New York state law, as we have considered necessary or appropriate for the purposes of this opinion. Upon the basis of such examination, it is our opinion that the Notes constitute valid and legally binding obligations of the Bank, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or
| Bank of Montreal | -2- |
affecting creditors’ rights and to general equity principles; provided, however, that we express no opinion with respect to Section 301(b) and Section 1601(a) of the Indenture (and the corresponding provisions in the Notes), which are governed by the laws of the Province of Ontario and the Federal laws of Canada applicable therein.
The foregoing opinion is limited to the federal laws of the United States and the laws of the State of New York, and we are expressing no opinion as to the effect of the laws of any other jurisdiction.
In rendering the foregoing opinion, we are not passing upon, and assume no responsibility for, any disclosure in the Registration Statement or any related prospectus or other offering material regarding the Bank or the Notes or their offering and sale.
We have relied as to certain factual matters on information obtained from public officials, officers of the Bank and other sources believed by us to be responsible, and we have assumed, without independent verification, that the Bank is duly organized, validly existing and in good standing under the laws of Canada, that all corporate action by the Bank related to the Notes was duly authorized as a matter of Canadian law, that the Indenture has been duly authorized, executed and delivered by the Bank insofar as the laws of Canada are concerned, that the Indenture has been duly authorized, executed and delivered by the Trustee, that the Notes conform to the specimens thereof examined by us, that the Notes have been duly authenticated by one of the Trustee’s authorized officers, that the Notes have been delivered against payment as contemplated in the Registration Statement and that the signatures on all documents examined by us are genuine.
We hereby consent to the filing of this opinion as an exhibit to a Current Report on Form 6-K to be incorporated by reference in the Registration Statement. In giving this consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Act.
| Very truly yours, |
| /s/ Sullivan & Cromwell LLP |
|
|
Toronto
Montréal
Calgary
Ottawa
Vancouver
New York
Exhibit 5.2
| Osler, Hoskin & Harcourt LLP Box 50, 1 First Canadian Place 416.862.6666 FACSIMILE |
|
| January 12, 2023 |
| Bank of Montreal 1 First Canadian Place 18th Floor Toronto, ON M5X 1A1 |
Dear Sirs/Mesdames:
Bank of Montreal – US$1,000,000,000 5.200% Senior Notes due 2024, US$300,000,000 Floating Rate Notes due 2024 and US$1,200,000,000 5.203% Senior Notes due 2028
We have acted as Canadian counsel to Bank of Montreal (the “Bank”) in connection with the issue and sale today (the “Offering”) by the Bank of US$1,000,000,000 aggregate principal amount of the Bank’s 5.200% Senior Notes due 2024 (the “2024 Fixed Rate Notes”), US$300,000,000 aggregate principal amount of the Bank’s Floating Rate Notes due 2024 (the “Floating Rate Notes”) and US$1,200,000,000 aggregate principal amount of the Bank’s 5.203% Senior Notes due 2028 (the “2028 Fixed Rate Notes”, and together with the 2024 Fixed Rate Notes and the Floating Rate Notes, the “Notes”), constituting part of the Senior Medium-Term Notes, Series H of the Bank, pursuant to the distribution agreement dated May 26, 2022 (the “Distribution Agreement”) between the Bank and BMO Capital Markets Corp., the terms agreement dated January 5, 2023 (the “Terms Agreement”) between the Bank and BMO Capital Markets Corp., BofA Securities, Inc., Citigroup Global Markets Inc., J.P. Morgan Securities LLC and Morgan Stanley & Co. LLC, as representatives of the several agents named therein, and the Senior Indenture dated as of January 25, 2010 between the Bank and Computershare Trust Company, N.A., as successor to Wells Fargo Bank, National Association, as trustee (the “Trustee”), as supplemented by the First Supplemental Indenture thereto dated as of September 23, 2018 between the Bank and the Trustee, as the same may be amended and supplemented from time to time (collectively, the “Indenture”). Capitalized terms used herein and not otherwise defined herein have the meanings ascribed to such terms in the Terms Agreement.
We have examined copies, certified or otherwise authenticated to our satisfaction, of the following:
| (i) | the Distribution Agreement; |
| (ii) | the Terms Agreement; |
| (iii) | the Indenture; |
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| (iv) | the registration statement of the Bank on Form F-3 dated April 20, 2022 and Amendment No. 1 thereto dated May 25, 2022 (collectively, the “Registration Statement”); and |
| (v) | the prospectus of the Bank dated May 26, 2022 included in the Registration Statement (the “Basic Prospectus”) as supplemented by the prospectus supplement dated May 26, 2022 specifically relating to the Bank’s Senior Medium-Term Notes, Series H and Senior Medium-Term Notes, Series I (the “Prospectus Supplement”) and the pricing supplement dated January 5, 2023 (the “Pricing Supplement”, and together with the Basic Prospectus and the Prospectus Supplement, the “Prospectus”). |
We understand that the Registration Statement and the Prospectus were filed with the United States Securities and Exchange Commission in connection with the Notes.
For the purposes of our opinion below, we have examined such statutes, public and corporate records, certificates and other documents, and considered such questions of law, as we have considered relevant and necessary as a basis for the opinions hereinafter set forth. In such examination we have assumed the genuineness of all signatures and the authenticity of all documents submitted to us as certified, conformed, photostatic, facsimile or electronic copies. For the purposes of the opinions expressed herein, we have, without independent investigation or verification, assumed that each of the Distribution Agreement, the Terms Agreement and the Indenture has been duly authorized, executed and delivered by, and constitutes or will constitute, as the case may be, a legal, valid and binding obligation of, each party thereto other than the Bank.
In giving this opinion, we express no opinion as to any laws other than the laws, at the date hereof, of the Province of Ontario and the federal laws of Canada applicable therein.
With respect to the continuing existence of the Bank as a Schedule I bank under the Bank Act (Canada) referred to in paragraph 1 below, we have relied, without independent investigation or verification, exclusively upon a Certificate of Confirmation dated January 11, 2023 issued by the Office of the Superintendent of Financial Institutions, which certificate we assume is accurate as of the date hereof.
Based and relying upon the foregoing and subject to the qualifications set forth herein, we are of the opinion that:
| 1. | The Bank validly exists as a Schedule I bank under the Bank Act (Canada) and has the corporate power to own, lease and operate its properties, to conduct its business as described in the Prospectus, to create, issue and sell the Notes and to execute, deliver and perform its obligations under the Indenture. |
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| 2. | The creation, issuance, sale and delivery of the Notes have been duly authorized by the Bank and the Notes have been, to the extent issuance, execution and delivery are matters governed by the laws of the Province of Ontario and the federal laws of Canada applicable therein, duly issued, executed and delivered by the Bank. |
| 3. | The Indenture has been duly authorized, executed and, to the extent delivery is a matter governed by the laws of the Province of Ontario and the federal laws of Canada applicable therein, delivered by the Bank and, with respect to the provisions thereof governed by the laws of the Province of Ontario and the federal laws of Canada applicable therein, constitutes a legal, valid and binding obligation of the Bank enforceable in accordance with its terms. |
| 4. | The execution and delivery by the Bank of, and the performance by the Bank of its obligations under, the Notes and the Indenture do not contravene any existing provision of applicable law or result in a breach (whether after notice or lapse of time or both) of any of the terms, conditions or provisions of the Bank Act (Canada) or the by-laws of the Bank. |
The opinion set forth in paragraph 3 above as to the enforceability of the Indenture is subject to the qualifications that:
| (i) | enforceability may be limited by the Canada Deposit Insurance Corporation Act (Canada), the Winding-up and Restructuring Act (Canada) and bankruptcy, insolvency, reorganization, receivership, preference, moratorium, arrangement or winding-up laws or other similar laws affecting the enforcement of creditors’ rights generally; |
| (ii) | enforceability may be limited by equitable principles, including the principle that equitable remedies such as specific performance and injunction may only be granted in the discretion of a court of competent jurisdiction; |
| (iii) | pursuant to the Currency Act (Canada), a judgment by a Canadian court must be awarded in Canadian currency and such judgment may be based on a rate of exchange in existence on a day other than the day of payment; and |
| (iv) | enforceability will be subject to the limitations contained in the Limitations Act, 2002 (Ontario), and we express no opinion as to whether a court may find any provision of the Indenture to be unenforceable as an attempt to vary or exclude a limitation period under that Act. |
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Page 4 |
This opinion is rendered solely in connection with the transactions covered hereby, is limited to the matters stated herein, and no opinions may be implied or inferred beyond matters expressly stated herein.
We hereby consent to the filing of this opinion as an exhibit to a Current Report on Form 6-K to be incorporated by reference in the Registration Statement. In giving this consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the United States Securities Act of 1933.
| Yours truly, |
| /s/ Osler, Hoskin & Harcourt LLP |