6-K
ROYAL BANK OF CANADA (RY)
FORM 6-K
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Report of a Foreign Private Issuer
Pursuant to Rule 13a-16 or 15d-16
of the Securities Exchange Act of 1934
Date of Report: September 14, 2021
Commission File Number: 001-13928
Royal Bank of Canada
(Exact name of registrant as specified in its charter)
200 Bay Street
Royal Bank Plaza
Toronto, Ontario
Canada M5J 2J5
Attention: Vice-President
& Corporate Secretary
(Address of registrant’s principal executive offices)
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): ☐
THIS REPORT ON FORM 6-K AND THE EXHIBITS HERETO SHALL BE DEEMED TO BE INCORPORATED BY REFERENCE AS EXHIBITS TO ROYAL BANK OF CANADA’S REGISTRATION STATEMENT ON FORM F-3 (FILE NO. 333-259205) AND TO BE A PART THEREOF FROM THE DATE ON WHICH THIS REPORT IS FURNISHED, TO THE EXTENT NOT SUPERSEDED BY DOCUMENTS OR REPORTS SUBSEQUENTLY FILED OR FURNISHED.
In connection with the registrant’s issuance of certain of its Senior Global Medium-Term Notes, Series I, denominated in U.S. dollars (collectively, the “Notes”) following the date of this report on Form 6-K, pursuant to the Bank’s shelf registration statement on Form F-3 (File No. 333-259205), the registrant is filing the two legal opinions and the consent set forth below.
EXHIBITS
| Exhibit | Description of Exhibit |
|---|---|
| 5.3 | Opinion of Norton Rose Fulbright Canada LLP, Canadian counsel for the Bank, as to certain matters under Canadian, Ontario and Québec law. |
| 5.4 | Opinion of Ashurst LLP, as to the validity of the Notes under New York law. |
| 23.4 | Consent of Norton Rose Fulbright Canada LLP, Canadian counsel for the Bank (included in Exhibit 5.3) |
| 23.5 | Consent of Ashurst LLP (included in Exhibit 5.4) |
| 23.6 | Consent of Ashurst LLP, as special U.S. tax counsel for the Bank. |
Signatures
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.
| ROYAL BANK OF CANADA | |
|---|---|
| By: | /s/ Amy Disbrow |
| Name:<br><br> <br>Title: | Amy Disbrow<br><br> <br>Authorized Officer |
| Date: | September 14, 2021 |
| ROYAL BANK OF CANADA | |
| --- | --- |
| By: | /s/ Sarah Lem |
| Name:<br><br> <br>Title: | Sarah Lem<br><br> <br>Authorized Officer |
| Date: | September 14, 2021 |
Exhibit 5.3
[Letterhead of Norton Rose Fulbright Canada LLP]
September 14, 2021
Royal Bank of Canada
200 Bay Street
Royal Bank Plaza
Toronto, Ontario
Canada, M5T 2J5
Dear Sirs/Mesdames:
Royal Bank of Canada – Senior Global Medium-Term Notes, Series I
We have acted as Canadian counsel to Royal Bank of Canada (the Bank) in connection with the issue by the Bank from time to time of certain senior debt securities (the Notes) pursuant to the distribution agreement dated September 14, 2021 (the “Distribution Agreement”) relating to the Bank’s Senior Global Medium-Term Notes, Series I, in an aggregate principal amount of up to US$50,000,000,000, or the equivalent thereof in other currencies or currency units (such series of securities being hereinafter referred to as the Series), to be issued pursuant to the Indenture, dated as of October 23, 2003, as supplemented by the First Supplemental Indenture, dated as of July 21, 2006, by the Second Supplemental Indenture, dated as of February 28, 2007 and by the Third Supplemental Indenture dated as of September 7, 2018 (collectively, the Indenture), between the Bank and The Bank of New York Mellon, N.A. (formerly known as The Bank of New York) as successor to the corporate trust business of JP Morgan Chase Bank, N.A., as trustee (the Trustee).
We have participated in the preparation of the following:
| (i) | the Distribution Agreement; |
|---|---|
| (ii) | the Indenture; |
| --- | --- |
| (iii) | the registration statement of the Bank on Form F‑3 (File No. 259205) dated August 31, 2021, as amended on September 10, 2021 (the Registration<br> Statement); and |
| --- | --- |
| (iv) | the prospectus of the Bank dated September 14, 2021 included in the Registration Statement (the Basic Prospectus) as supplemented by the<br> prospectus supplement dated September 14, 2021 specifically relating to the Series (the Prospectus Supplement, and together with the Basic Prospectus, the Program<br> Prospectus). |
| --- | --- |
We understand that the Registration Statement and the Program Prospectus were filed with the United States Securities and Exchange Commission (the Commission) in connection with the Series and that one or more pricing supplements relating to the applicable Notes will be filed with the Commission in connection with the Notes.
For the purposes of our opinions 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 originals, and the conformity to original documents of all documents submitted to us as certified or photostatic copies or facsimiles. We have also assumed that the statements in each certificate of the Bank that has been delivered to us on or prior to the date hereof with respect to the Notes shall be accurate and correct as of each issue date of the Notes. For the purposes of the opinions expressed herein, we have, without independent investigation or verification, assumed that the Indenture has been duly authorized, executed and delivered by, and constitutes a legal, valid and binding obligation of, each party thereto other than the Bank. We have also assumed that the statements in any certificate of the Bank that has been delivered to us on or prior to the date hereof with respect to the Notes are and shall be accurate and correct as of each issue date of the Notes. We have not received written notice from the Bank of any change to the matters set out in any such certificate.
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 September 13, 2021 issued by the Office of the Superintendent of Financial Institutions.
In giving this opinion, we express no opinion as to any laws other than the laws, at the date hereof, of the Provinces of Ontario and Québec and the federal laws of Canada applicable therein.
Based and relying upon 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 create, issue and sell the Notes; |
|---|---|
| 2. | when: |
| --- | --- |
| (a) | the creation of the Notes has been duly authorized by the Bank; |
| --- | --- |
| (b) | the terms of particular Notes and the issuance and sale of such Notes have been duly authorized by all necessary corporate action in conformity with the Indenture; and |
| --- | --- |
| (c) | such Notes have been duly executed, authenticated and issued in accordance with the Indenture and delivered against payment therefor as contemplated in the Registration Statement<br> and the Prospectus and any applicable agreement of purchase and sale; |
| --- | --- |
such Notes will be validly issued and, to the extent validity of the Notes is a matter governed by the laws of the Provinces of Ontario or Québec, and the laws of Canada applicable therein, valid obligations of the Bank; and
| 3. | the Indenture has been duly authorized, executed and, to the extent delivery is a matter governed by the laws of the Province of Québec or Ontario and the federal laws of Canada<br> applicable therein, delivered by the Bank and, to the extent validity thereof is a matter governed by the laws of the Provinces of Québec or Ontario and the federal laws of Canada applicable therein, is valid and, with respect to the<br> 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. |
|---|
The opinions set forth herein as to the validity of the Notes and the enforceability of the Indenture and the Notes are subject to the following qualifications:
| (i) | equitable remedies, such as specific performance and injunctive relief, are remedies which may only be granted at the discretion of a court of competent authority; |
|---|---|
| (ii) | rights to indemnity and contribution under the Notes or the Indenture may be limited by applicable law; |
| --- | --- |
| (iii) | enforceability may be limited by bankruptcy, insolvency, and other laws of general application affecting the rights of creditors (including the provisions of the Bank Act (Canada) respecting such matters) and will be subject to limitations under applicable limitations statutes; and |
| --- | --- |
| (iv) | pursuant to the Currency Act (Canada), a judgment by a court in any province in Canada may be awarded in Canadian currency only and such<br> judgment may be based on a rate of exchange which may be the rate in existence on a day other than the day of payment of such judgment. |
| --- | --- |
If a pricing supplement relating to the offer and sale of particular Notes is prepared and filed by the Bank with the Commission on a date after the date hereof and such pricing supplement contains a reference to Norton Rose Fulbright Canada LLP and our opinion substantially in the form set forth below, the consent set forth below shall apply to the reference to us and our opinion in substantially the following form:
In the opinion of Norton Rose Fulbright Canada LLP, the issue and sale of the Notes has been duly authorized by all necessary corporate action of the Bank in conformity with the Indenture, and when the Notes have been duly executed, authenticated and issued in accordance with the Indenture and delivered against payment therefor, the Notes will be validly issued and, to the extent validity of the Notes is a matter governed by the laws of the Province of Ontario or Québec, or the laws of Canada applicable therein, will be valid obligations of the Bank, subject to equitable remedies which may only be granted at the discretion of a court of competent authority, subject to applicable bankruptcy, to rights to indemnity and contribution under the Notes or the Indenture which may be limited by applicable law; to insolvency and other laws of general application affecting creditors’ rights, to limitations under applicable limitations statutes, and to limitations as to the currency in which judgments in Canada may be rendered, as prescribed by the Currency Act (Canada). This opinion is given as of the date hereof and is limited to the laws of the Provinces of Ontario and Québec and the federal laws of Canada applicable thereto. In addition, this opinion is subject to customary assumptions about the Trustee’s authorization, execution and delivery of the Indenture and the genuineness of signatures and certain factual matters, all as stated in the letter of such counsel dated September 14, 2021, which has been filed as Exhibit 5.3 to Royal Bank’s Form 6-K filed with the SEC dated September 14, 2021.
The opinions expressed herein are provided solely for the benefit of the addressee in connection with the issue of the Offered Securities and are not to be transmitted to any other person, nor are they to be relied upon by any other person or for any other purpose or referred to in any public document or filed with any government agency or other person without our prior express consent. The opinions expressed herein may be relied upon by Ashurst LLP for the purposes of its opinion with respect to the subject matter hereof.
We hereby consent to the filing of this opinion as an exhibit to the Bank’s Report of Foreign Private Issuer on Form 6-K. In giving such consent, we do not thereby admit that we come within the category of persons whose consent is required by the Act or the rules and regulations promulgated thereunder.
Yours very truly,
Norton Rose Fulbright Canada LLP
| Exhibit 5.4 | Ashurst LLP<br><br> <br>55 Hudson Yards, 18th Floor<br><br> <br>New York, NY 10001<br><br> <br>www.ashurst.com |
|---|---|
| September 14, 2021 | |
| Royal Bank of Canada<br><br> <br>200 Bay Street<br><br> <br>Royal Bank Plaza<br><br> <br>Toronto, Ontario<br><br> <br>Canada M5J 2J5 | |
| Ladies and Gentlemen | |
| Royal Bank of Canada – Medium-Term Notes, Series I |
We are acting as special US counsel to Royal Bank of Canada, a Canadian chartered bank (the "Bank"), in connection its issuance from time to time of certain senior debt securities that will be issued under its Series I Medium-Term Note Program (the "Notes"). The offerings of the Notes have been registered with the Securities and Exchange Commission (the "Commission") under the Securities Act of 1933, as amended (the "Securities Act"), under a registration statement on Form F-3, file number 333-259205 (the "Registration Statement").
The Notes will be issued pursuant to the Indenture, dated as of October 23, 2003, as supplemented by the First Supplemental Indenture, dated as of July 21, 2006, by the Second Supplemental Indenture, dated as of February 28, 2007, and by the Third Supplemental Indenture, dated as of September 7, 2018 (collectively, the "Indenture"), between the Bank and The Bank of New York Mellon, N.A. (formerly known as The Bank of New York) (as successor to the corporate trust business of JP Morgan Chase Bank, N.A.), as Trustee (the "Trustee").
For purposes of this opinion, we have reviewed originals or copies of the following documents:
| (1) | the Registration Statement; |
|---|---|
| (2) | the Indenture; |
| --- | --- |
| (3) | the form of master note (the “Master Note”) that will represent the Notes. |
| --- | --- |
We have also reviewed such other documents and made such other investigation as we have deemed appropriate for purposes of the opinion below.
In our review, we have, with your consent, assumed the genuineness of all signatures, the legal capacity of natural persons, the authenticity of all documents submitted to us as originals, the accuracy of translations of documents that are not in the English language and the conformity to originals of all documents submitted to us as copies.
Based on the foregoing, and subject to the qualifications set forth herein, we are of the opinion that when the terms of the Notes to be issued under the Indenture and their issuance and sale have been duly established in conformity with the Indenture so as not to violate any applicable law or result in a default under or breach of any agreement or instrument binding upon the Bank, and so as to comply with any requirement or restriction imposed by any court or governmental body having jurisdiction over the Bank, and when the Notes have been duly completed in accordance with the Indenture and issued and sold as contemplated by the Registration Statement, and if all the foregoing actions have been duly authorized by the Bank, the Notes will be valid, binding and enforceable obligations of the Bank, entitled to the benefits of the Indenture.
In rendering the foregoing opinion, we are not passing upon, and assume no responsibility for, any disclosure in the Registration Statement, any other registration statement or any related prospectus or other offering materials relating to the Bank or the Notes or their offering and sale.
If a pricing supplement relating to the offer and sale of any particular Note is prepared and filed by the Bank with the Commission on a future date and the pricing supplement contains a reference to this firm and our opinion substantially in the form set forth below, the consent set forth below in this opinion shall apply to the reference to us and our opinion substantially in the form set forth below:
In the opinion of Ashurst LLP, when the Notes have been duly completed in accordance with the Indenture and issued and sold as contemplated by the prospectus supplement and the prospectus, the Notes will be valid, binding and enforceable obligations of the Bank, entitled to the benefits of the Indenture, subject to applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors' rights and subject to general principles of equity, public policy considerations and the discretion of the court before which any suit or proceeding may be brought. This opinion is given as of the date hereof and is limited to the laws of the State of New York. This opinion is subject to customary assumptions about the Trustee’s authorization, execution and delivery of the Indenture and the genuineness of signatures and to such counsel’s reliance on the Bank and other sources as to certain factual matters, all as stated in the legal opinion dated September 14, 2021, which has been filed as Exhibit 5.4 to the Bank’s Form 6-K dated September 14, 2021.
The foregoing opinion is subject to the following additional qualifications:
| (A) | The validity or enforceability of any agreement is subject to the effect of applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium<br> and similar laws of general applicability relating to or affecting creditors' rights and subject to general principles of equity, public policy considerations and the discretion of the court before which any suit or proceeding may be<br> brought (regardless of whether enforcement is considered in a proceeding in equity or law). |
|---|---|
| (B) | We express no opinion as to the enforceability of (i) any waiver of trial by jury; (ii) any indemnity against any loss in converting into a specified currency<br> the proceeds or amount of a court judgement in another currency; or (iii) any provision specifying that any provision of the Indenture or the Master Note may only be waived in writing. |
| --- | --- |
| (C) | We express no opinion as to provisions in the Indenture and the Master Note which purport to constitute waivers of objections to venue, or claims that a<br> particular jurisdiction is an inconvenient forum. |
| --- | --- |
For purposes of expressing the foregoing opinion, we have, with your consent, assumed that: (1) the Bank is duly formed and validly existing under the laws of its jurisdiction of formation; (2) the Bank has the corporate and other power to execute, deliver and perform the Indenture and the Master Note and has taken all corporate and other action necessary to authorize the execution, delivery and performance of the Indenture and the Master Note; (3) each of the parties to the Indenture and the Master Note has duly authorized, executed and delivered such documents under all applicable laws (other than, with respect to the Bank, New York State law) and each of the Indenture and the Master Note is a legal, valid and binding obligation of each party thereto (other than, with respect to the Bank, to the extent we have opined on such matters in our opinion set forth above, enforceable against each party in accordance with its terms; (4) the execution and delivery by the Bank of the Indenture and the Master Note does not, and the performance by the Bank of its obligations thereunder will not, violate its charter or by-laws or similar corporate documents; (5) the Bank has duly performed and will duly perform its covenants and agreements in the Indenture and the Master Note; and (6) the status of each of the Indenture and the Master Note as a valid and binding obligation is not affected by any breach or default under any agreement or instrument, any failure to obtain any required approval from or make any filings with any governmental authority or third party or any violation of rule, regulation or law (other than, with respect to the Bank, New York state law, rules and regulations that in our experience would be generally applicable to transactions of the type contemplated by the Indenture and the Master Note, provided we express no opinion on any law rule or regulation that is applicable to the Bank or the Indenture or the Master Note solely because such law, rule or regulation is part of a regulatory regime applicable to any party to the Indenture or the Master Note or any of its affiliates due to the specific assets or business of such party or such affiliate).
The opinion expressed herein is limited to New York State law and we express no opinion as to the effect of the law of any other jurisdiction. We express no opinion as to the validity, binding effect or enforceability of Section 301(b) or Section 1601(a) of the Indenture (and the corresponding provisions of the Notes issued thereunder), each of which is governed by the laws of the Province of Ontario and the laws of Canada applicable therein. Various matters concerning the laws of Canada are addressed in the opinion of Canadian counsel which is an Exhibit to a Form 6-K that has been previously filed by the Bank with the Commission. We express no opinion with respect to those matters, and to the extent elements of those opinions are necessary to the opinion expressed herein, we have, with your consent, assumed the correctness of such matters, and have relied upon the opinions of such counsel as permitted by such counsel. The opinion expressed herein is given only as of the date hereof.
We hereby consent to the filing of this opinion as an exhibit to a Report on Form 6-K filed by the Bank with the Commission on or about the date hereof and its incorporation by reference into the Registration Statement. In giving our consent hereunder, we do not admit hereby that we come within the category of persons whose consent is required under Section 7 of the Securities Act, or the rules and regulations of the Commission thereunder.
Very truly yours,
/s/ Ashurst LLP
Ashurst LLP
Ashurst LLP is a limited liability partnership registered in England and Wales under number OC330252 and is part of the Ashurst Group. It is a law firm authorised and regulated by the Solicitors Regulation Authority of England and Wales under number 468653. A list of members of Ashurst LLP and their professional qualifications is open to inspection at its registered office London Fruit & Wool Exchange, 1 Duval Square, London E1 6PW. The term "partner" in relation to Ashurst LLP is used to refer to a member of Ashurst LLP or to an employee or consultant with equivalent standing and qualifications.
Exhibit 23.6
| Ashurst LLP<br><br> <br>55 Hudson Yards, 18th Floor<br><br> <br>New York, NY 10001<br><br> <br>www.ashurst.com | |
|---|---|
| September 14, 2021 | |
| Royal Bank of Canada<br><br> <br>200 Bay Street<br><br> <br>Royal Bank Plaza<br><br> <br>Toronto, Ontario<br><br> <br>Canada M5J 2J5 | |
| Ladies and Gentlemen | |
| Royal Bank of Canada – Medium-Term Notes, Series I |
Royal Bank of Canada, a bank organized under the laws of Canada (the “Bank”), has filed with the Securities and Exchange Commission (the “Commission”) a Registration Statement on Form F-3, file number 333-259205, for the purpose of registering under the Securities Act of 1933, as amended, among other securities, the Company’s Senior Global Medium-Term Notes, Series H (the “Notes”). The Notes will be issued from time to time pursuant to the Indenture, dated as of October 23, 2003, as supplemented by the First Supplemental Indenture, dated as of July 21, 2006, by the Second Supplemental Indenture, dated as of February 28, 2007, and by the Third Supplemental Indenture, dated as of September 7, 2018, between the Bank and The Bank of New York Mellon, N.A. (formerly known as The Bank of New York) (as successor to the corporate trust business of JP Morgan Chase Bank, N.A.), as Trustee.
We hereby consent to any reference to us, in our capacity as special tax counsel to the Bank, or any opinion of ours delivered in that capacity in a product supplement, product prospectus supplement or pricing supplement relating to the offer and sale of any particular Notes prepared and filed by the Bank with the Commission on this date or a future date.
In giving this consent, we do not admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act.
Very truly yours,
/s/ Ashurst LLP
Ashurst LLP
Ashurst LLP is a limited liability partnership registered in England and Wales under number OC330252 and is part of the Ashurst Group. It is a law firm authorised and regulated by the Solicitors Regulation Authority of England and Wales under number 468653. A list of members of Ashurst LLP and their professional qualifications is open to inspection at its registered office London Fruit & Wool Exchange, 1 Duval Square, London E1 6PW. The term "partner" in relation to Ashurst LLP is used to refer to a member of Ashurst LLP or to an employee or consultant with equivalent standing and qualifications.