Royal Bank Of Canada 6-K, filed Jan 24, 2025
Royal Bank Of Canada (RY)
About this 6-K
Royal Bank Of Canada filed this 6-K on January 24, 2025.
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
| For the month of January, 2025 Commission File Number: 001-13928 |
Royal Bank of Canada
(Name of registrant)
| 200 Bay Street Royal Bank Plaza Toronto, Ontario Canada M5J 2J5 Attention: Senior Vice-President, Deputy General Counsel & Secretary |
1 Place Ville Marie Montreal, Quebec Canada H3B 3A9 Attention: Senior Vice-President, Deputy General Counsel & Secretary |
(Address of 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 o | Form 40-F x |
| 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): o |
| 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): o |
|
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F-3 (FILE NO. 333-275898) AND TO BE A PART THEREOF FROM THE DATE ON WHICH THIS REPORT IS FURNISHED, TO THE EXTENT NOT SUPERSEDED BY DOCUMENTS OR REPORTS SUBSEQUENTLY FILED OR FURNISHED. |
Exhibits are filed herewith in connection with the issuance of the following Senior Global Medium-Term Notes, Series J (the “Notes”) by Royal Bank of Canada (the “Bank”) on the date of this report on Form 6-K, pursuant to the Bank’s shelf registration statement on Form F-3 (File No. 333-275898):
| · | $1,550,000,000 aggregate principal amount of 4.965% Senior Fixed Rate/Floating Rate Notes, Due January 24, 2029 |
| · | $600,000,000 aggregate principal amount of Senior Floating Rate Notes, Due January 24, 2029 |
| · | $1,800,000,000 aggregate principal amount of 5.153% Senior Fixed Rate/Floating Rate Notes, Due February 4, 2031 |
| · | $300,000,000 aggregate principal amount of Senior Floating Rate Notes, Due February 4, 2031. |
EXHIBITS
| Exhibit | Description of Exhibit | |
| 5.1 |
Opinion of Sullivan & Cromwell LLP, U.S. counsel for the Bank, as to the validity of the Notes under New York law. | |
| 5.2 | Opinion of Norton Rose Fulbright Canada LLP, Canadian counsel for the Bank, as to certain matters under Canadian, Ontario and Québec law. | |
| 8.1 |
Opinion of Sullivan & Cromwell LLP, U.S. counsel for the Bank, as to certain matters of United States federal income taxation. | |
| 8.2 | Opinion of Norton Rose Fulbright Canada LLP, Canadian counsel for the Bank, as to certain matters of Canadian federal income taxation. | |
| 23.1 |
Consent of Sullivan & Cromwell LLP (included in Exhibits 5.1 and 8.1 above). | |
| 23.2 |
Consent of Norton Rose Fulbright Canada LLP (included in Exhibits 5.2 and 8.2 above). | |
| 99.1 | First Amendment to the Distribution Agreement, dated as of March 5, 2024, between Royal Bank of Canada and the Agents party thereto. |
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/ Jason Drysdale | |||
| Name: Title: |
Jason Drysdale | |||
| Date: January 24, 2025 | ||||
Exhibit 5.1
Telephone: 1-202-956-7500 WWW.SULLCROM.COM |
1700 New York Avenue, N.W. ______________________ New York • los angeles • Palo Alto
Brussels • Frankfurt • london • paris
Beijing • Hong Kong • Tokyo
Melbourne • Sydney |
January 24, 2025 |
Royal Bank of Canada,
200 Bay Street,
Royal Bank Plaza,
Toronto, Ontario,
Canada M5J 2J5.
Ladies and Gentlemen:
This opinion is delivered in connection with the issuance and delivery of the debt securities of Royal Bank of Canada (the “Bank”) identified in Annex A to this letter (the “Notes”). The Bank filed with the Securities and Exchange Commission a registration statement on Form F-3 (File No. 333-275898) (the “Registration Statement”) under the Securities Act of 1933 (the “Act”) that was declared effective on December 20, 2023, relating to, among other things, the proposed offer and sale of up to $75,000,000,000 aggregate initial offering price of debt securities which may be senior obligations or subordinated obligations. The Notes are being 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, by the Third Supplemental Indenture, dated as of September 7, 2018, by the Fourth Supplemental Indenture, dated as of June 22, 2023, by the Fifth Supplemental Indenture, dated as of June 22, 2023, and by the Sixth Supplemental Indenture, dated as of July 23, 2024 (as so supplemented, the “Indenture”), between the Bank and The Bank of New York Mellon, as successor to the corporate trust business of JPMorgan Chase Bank, N.A., as trustee (the “Trustee”).
In rendering this opinion, we have examined the following documents:
| 1. | The Indenture. |
| 2. | Certificates of officers of the Bank with respect to the authorization of the Notes, the determination of the terms of the Notes and related matters. |
| Royal Bank of Canada | - 2 - |
| 3. | A specimen of the master global security with respect to the Senior Global Medium-Term Notes, Series J, dated December 20, 2023 (the “Master Note”). |
| 4. | The prospectus dated December 20, 2023, the prospectus supplement dated December 20, 2023 and the disclosure documents relating to the Notes as indicated in Annex A, to the extent that portions of such documents are being incorporated into the Master Note in accordance with the terms of the Master Note and the Indenture. |
We have also examined 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, we advise you that, in our opinion, 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 affecting creditors’ rights and to general equity principles; provided, however, that we express no opinion with respect to the provisions of the Indenture or the Notes relating to seniority of the Notes and the acknowledgement of Holders and Beneficial Owners of Bail-inable Securities (as such terms are defined in the Indenture), which, under the terms of the Indenture or the Notes, as applicable, 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. With respect to all matters of the laws of Canada, Québec and Ontario, we understand that you are relying upon the opinion, dated the date hereof, of Norton Rose Fulbright Canada LLP, Canadian counsel for the Bank, and our opinion is subject to the same assumptions, qualifications and limitations with respect to such matters as are contained in such opinion of Norton Rose Fulbright Canada LLP.
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 that each of the Indenture and the Master Note have been duly authorized, executed and delivered by the Bank, and that the Notes have been duly authorized by the Bank, in each case insofar as the laws of Canada, Québec and Ontario are concerned, and that the Indenture relating to the Notes has been duly authorized, executed and delivered by the Trustee thereunder, that an authorized officer of the Trustee has notated the issuance of the Notes on the Master Note representing the Notes as required by Section 207 of the Indenture, 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, assumptions which we have not independently verified.
| Royal Bank of Canada | - 3 - |
We hereby consent to this 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
Annex A
| Title of Notes | Disclosure Documents | |
|
$1,550,000,000 aggregate principal amount of 4.965% Senior Fixed Rate/Floating Rate Notes, Due January 24, 2029 |
Amendment no. 1 to pricing supplement dated January 21, 2025 | |
|
$600,000,000 aggregate principal amount of Senior Floating Rate Notes, Due January 24, 2029 |
Pricing supplement dated January 21, 2025 | |
|
$1,800,000,000 aggregate principal amount of 5.153% Senior Fixed Rate/Floating Rate Notes, Due February 4, 2031 |
Pricing supplement dated January 21, 2025 | |
|
$300,000,000 aggregate principal amount of Senior Floating Rate Notes, Due February 4, 2031 |
Pricing supplement dated January 21, 2025 |
Exhibit 5.2
| |
| Norton Rose Fulbright Canada llp 222 Bay Street, Suite 3000, P.O. Box 53 Toronto, Ontario M5K 1E7 Canada | |
| F: +1 416.216.3930 | |
| nortonrosefulbright.com |
January 24, 2025
Royal Bank of Canada
200 Bay Street
Royal Bank Plaza
Toronto, ON M5J 2J5
Dear Sirs/Mesdames:
| Re: | Royal Bank of Canada |
Senior Global Medium-Term Notes, Series J – U.S. $600,000,000 aggregate principal amount of Senior Floating Rate Notes due January 24, 2029, U.S. $1,550,000,000 aggregate principal amount of 4.965% Senior Fixed Rate/Floating Rate Notes due January 24, 2029, U.S. $300,000,000 aggregate principal amount of Senior Floating Rate Notes due February 4, 2031 and U.S. $1,800,000,000 aggregate principal amount of 5.153% Senior Fixed Rate/Floating Rate Notes due February 4, 2031 (collectively, the Offered Securities)
We have acted as Canadian counsel to Royal Bank of Canada (the Bank) in connection with the issue of the Offered Securities pursuant to the terms agreement dated January 21, 2025 by and among RBC Capital Markets, LLC, J.P. Morgan Securities LLC, Morgan Stanley & Co. LLC, Truist Securities, Inc., U.S. Bancorp Investments, Inc., Lloyds Securities Inc. and NatWest Markets Securities Inc., as lead agents on behalf of the Purchasing Agents listed therein, and the Bank, entered into pursuant to the Distribution Agreement dated December 20, 2023, as amended by the First Amendment to the Distribution Agreement dated March 5, 2024 (as amended, the Distribution Agreement) relating to the Bank’s Senior Global Medium-Term Notes, Series J, in an aggregate principal amount of up to U.S.$75,000,000,000, 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, by the Third Supplemental Indenture dated as of September 7, 2018, by the Fourth Supplemental Indenture dated as of June 22, 2023, by the Fifth Supplemental Indenture dated as of June 22, 2023 and by the Sixth Supplemental Indenture dated as of July 23, 2024 (collectively, the Indenture), between the Bank and The Bank of New York Mellon (formerly known as The Bank of New York) as successor to the corporate trust business of JPMorgan Chase Bank, N.A., as trustee.
We have reviewed or participated, together with Sullivan & Cromwell LLP, United States counsel to the Bank, 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. 333-275898) dated December 5, 2023, as amended December 19, 2023 (the Registration Statement); and |
| (iv) | the prospectus of the Bank dated December 20, 2023 included in the Registration Statement (the Basic Prospectus) as supplemented by the prospectus supplement dated December 20, 2023 specifically relating to the Series (the Prospectus Supplement, and together with the Basic Prospectus, the Program Prospectus). |
We understand that the Registration Statement and the Program Prospectus were filed with the United States Securities and Exchange Commission in connection with the Series and that pricing supplements dated January 21, 2025 (and, with respect to the 4.965% Senior Fixed Rate/Floating Rate Notes due January 24, 2029, Amendment No. 1 to the Pricing Supplement dated January 21, 2025) relating to the Offered Securities have been filed with the United States Securities and Exchange Commission.
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 originals, and the conformity to original documents of all documents submitted to us as certified or photostatic copies or facsimiles. 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.
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 23, 2025 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. We also express no opinion as to whether the issuance, sale and delivery of the Offered Securities or any contract or other document relating thereto are in compliance with the Charter of the French Language (Québec).
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 the Series and to create, issue and sell the Offered Securities; |
| 2. | the Offered Securities have been duly authorized, executed, issued and, to the extent delivery is a matter governed by the laws of the Provinces of Québec or Ontario and the federal laws of Canada applicable therein, delivered by the Bank and, to the extent validity of the Offered Securities is a matter governed by the laws of the Provinces of Ontario or Québec, or the federal laws of Canada applicable therein, the Offered Securities are valid obligations of the Bank; |
| 3. | the Distribution Agreement has been duly authorized, executed and, to the extent delivery is a matter governed by the laws of the Provinces of Québec or Ontario and the federal laws of Canada applicable therein, delivered by the Bank; and |
| 4. | the Indenture has been duly authorized, executed and, to the extent delivery is a matter governed by the laws of the Provinces of Québec or Ontario and the federal laws of Canada 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 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. |
| 2 |
The opinions set forth in paragraphs 2 and 4 above, as to the validity of the Offered Securities and the enforceability of the Indenture, 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 Offered Securities 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 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. |
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”
3
Exhibit 8.1
|
Telephone: 1-202-956-7500 WWW.SULLCROM.COM |
1700 New York Avenue, N.W. ______________________ New York • los angeles • Palo Alto
Brussels • Frankfurt • london • paris
Beijing • Hong Kong • Tokyo
Melbourne • Sydney |
January 24, 2025 |
Royal Bank of Canada,
200 Bay Street,
Royal Bank Plaza,
Toronto, Ontario,
Canada M5J 2J5.
Ladies and Gentlemen:
We are acting as special United States federal taxation counsel to Royal Bank of Canada (the “Bank”), in connection with the issuance and delivery of the debt securities identified in Annex A to this letter (the “Notes”) as described in the Pricing Supplements dated January 21, 2025 (and, with respect to the 4.965% Senior Fixed Rate/Floating Rate Notes, Due January 24. 2029, Amendment No. 1 to the Pricing Supplement dated January 21, 2025) (the “Pricing Supplements”) to the Prospectus Supplement dated December 20, 2023 and the Prospectus dated December 20, 2023 (the “Prospectus”) contained in the Registration Statement on Form F-3, File No. 333-275898 (the “Registration Statement”). We hereby confirm to you that the statements of U.S. tax law set forth under the heading “U.S. Federal Income Tax Considerations” in the Pricing Supplements are our opinion and constitute a fair and accurate summary of the material tax consequences of owning the Notes, subject to the limitations and exceptions set forth in the Pricing Supplements and the Prospectus.
We hereby consent to the filing of this opinion as an exhibit to a Current Report on Form 6-K incorporated by reference in the Registration Statement, and to the reference to our opinion in the Pricing Supplements. 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 Securities Act of 1933, as amended.
Very truly yours,
/s/ Sullivan & Cromwell LLP |
Annex A
| Title of Note | Date of Pricing Supplement | Date of Issue of Note | ||
|
$1,550,000,000 aggregate principal amount of 4.965% Senior Fixed Rate/Floating Rate Notes, Due January 24, 2029 |
January 21, 2025 | January 24, 2025 | ||
|
$600,000,000 aggregate principal amount of Senior Floating Rate Notes, Due January 24, 2029 |
January 21, 2025 | January 24, 2025 | ||
|
$1,800,000,000 aggregate principal amount of 5.153% Senior Fixed Rate/Floating Rate Notes, Due February 4, 2031 |
January 21, 2025 | January 24, 2025 | ||
|
$300,000,000 aggregate principal amount of Senior Floating Rate Notes, Due February 4, 2031 |
January 21, 2025 | January 24, 2025 |
Exhibit 8.2
January 24, 2025
Royal Bank of Canada 200 Bay Street Royal Bank Plaza |
Norton Rose Fulbright Canada llp Toronto, Ontario M5K 1E7 Canada |
|
Toronto, ON M5J 2J5 |
|
| F: +1 416.216.3930 | |
| nortonrosefulbright.com | |
| +1 416.216.4000 |
Dear Sirs/Mesdames:
Senior Global Medium-Term Notes, Series J
We have acted as Canadian tax counsel to Royal Bank of Canada (RBC) in connection with the issuance by RBC of its Senior Global Medium-Term Notes, Series J – U.S. $600,000,000 aggregate principal amount of Senior Floating Rate Notes due January 24, 2029, U.S. $1,550,000,000 aggregate principal amount of 4.965% Senior Fixed Rate/Floating Rate Notes due January 24, 2029, U.S. $300,000,000 aggregate principal amount of Senior Floating Rate Notes due February 4, 2031 and U.S. $1,800,000,000 aggregate principal amount of 5.153% Senior Fixed Rate/Floating Rate Notes due February 4, 2031 (collectively, the Offered Securities).
We hereby confirm to you that the statements of Canadian tax law set forth under the heading "Canadian Federal Income Tax Considerations" in the pricing supplements relating to the Offered Securities, each dated January 21, 2025 (and, with respect to the 4.965% Senior Fixed Rate/Floating Rate Notes due January 24, 2029, Amendment No. 1 to the Pricing Supplement dated January 21, 2025), are our opinion and are accurate in all material respects subject to the limitations and qualifications therein.
We hereby consent to the filing of this opinion as an exhibit to RBC’s Report of Foreign Private Issuer on Form 6-K and to the reference to us under the heading "Canadian Federal Income Tax Considerations" in the pricing supplements referred to above. In giving such consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act of 1933, as amended.
Yours truly,
“Norton Rose Fulbright Canada LLP”
Exhibit 99.1
FIRST AMENDMENT TO
DISTRIBUTION AGREEMENT
This First Amendment, dated as of March 5, 2024 (the “First Amendment”), amends the Distribution Agreement, dated December 20, 2023 (the “Distribution Agreement”), between Royal Bank of Canada (the “Bank”) and the Agents party thereto. Capitalized terms used but not defined herein have the meanings set forth in the Distribution Agreement.
WHEREAS, the Bank and each Agent wishes to enter into this First Amendment; and
WHEREAS, the Bank and each Agent is executing this amendment as set forth herein pursuant to Section 12(d) (Suspension or Termination; Additional Agents; Amendments) of the Distribution Agreement.
NOW, THEREFORE, in consideration of the mutual covenants contained herein, and subject to the terms and conditions herein set forth, the parties hereto agree as follows:
Section 1. Amendments to Distribution Agreement. The Bank and each Agent agree that the Distribution Agreement is hereby amended by:
| (a) | Amending clause (l) of Section 1 (Representations and Warranties of the Bank) of the
Distribution Agreement by inserting the double-underlined text (example: double-underlined
text) and deleting the stricken text (example: |
| (l) |
Section 2. Effectiveness. This First Amendment shall be effective as of March 5, 2024 and upon the execution of this First Amendment by the Bank and each Agent.
Section 3. GOVERNING LAW. THIS FIRST Amendment SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, UNITED STATES WITHOUT REGARD TO CONFLICTS OF LAWS PRINCIPLES THEREOF THAT WOULD RESULT IN THE APPLICATION OF THE LAW OF ANY OTHER JURISDICTION.
Section 4. Headings. All headings in this First Amendment are included only for convenience and ease of reference and shall not be considered in the construction and interpretation of any provision hereof.
Section 5. Binding Nature and Benefit. This First Amendment shall be binding upon and inure to the benefit of each party hereto and their respective successors and permitted transfers and assigns.
Section 6. Counterparts. This First Amendment may be executed in multiple counterparts, each of which shall be deemed an original and all of which, when taken together, shall constitute one agreement. Delivery of an executed signature page of this First Amendment by facsimile or other electronic transmission (e.g., “pdf” or “tif”) shall be as effective as delivery of a manually executed counterpart hereof. Any signature to this First Amendment may be delivered by facsimile, electronic mail (including pdf) or any electronic signature complying with the U.S. federal ESIGN Act of 2000 or the New York Electronic Signature and Records Act or other transmission method and any counterpart so delivered shall be deemed to have been duly and validly delivered and be valid and effective for all purposes to the fullest extent permitted by applicable law.
Section 7. No Modifications; No Other Matters. Except as expressly provided for herein, the terms and conditions of the Distribution Agreement shall continue unchanged and shall remain in full force and effect. The amendment granted herein shall apply solely to the matters set forth herein and such amendment shall not be deemed or construed as an amendment of any other matters, nor shall such amendment apply to any other matters.
[Signature pages follow]
| 2 |
This First Amendment is hereby confirmed and accepted as of the date first above written and shall constitute a binding agreement between the Bank and each Agent in accordance with its terms.
Accepted as of the date hereof:
| Sincerely, | ||
|
ROYAL BANK OF CANADA | ||
|
By: |
/S/ Jason Drysdale | |
| Name: | Jason Drysdale | |
| Title: | Executive Vice-President and Treasurer | |
This First Amendment is hereby confirmed and accepted as of the date first above written and shall constitute a binding agreement between the Bank and each Agent in accordance with its terms.
Accepted as of the date hereof:
| RBC CAPITAL MARKETS, LLC | ||
| By: | /S/ Scott G. Primrose | |
| Name: Scott G. Primrose | ||
| Title: Authorized Signatory | ||
| ANZ SECURITIES, INC. | ||
| By: | /S/ Paul White | |
| Name: Paul White | ||
| Title: Head of Markets, USA | ||
| BARCLAYS CAPITAL INC. | ||
| By: | /S/ Jake Hartmann | |
| Name: Jake Hartmann | ||
| Title: Director | ||
| BNY MELLON CAPITAL MARKETS, LLC | ||
| By: | /S/ Dan Klinger | |
| Name: Dan Klinger | ||
| Title: MD | ||
| BOFA SECURITIES, INC. | ||
| By: | /S/ Allison Gladstone | |
| Name: Allison Gladstone | ||
| Title: Managing Director | ||
| CAPITAL ONE SECURITIES, INC. | ||
| By: | /S/ Sam Baruch | |
| Name: Sam Baruch | ||
| Title: Duly Authorized Signatory | ||
| CITIGROUP GLOBAL MARKETS INC. | ||
| By: | /S/ Adam D. Bordner | |
| Name: Adam D. Bordner | ||
| Title: Managing Director | ||
| COMERICA SECURITIES, INC. | ||
| By: | /S/ Alex Sin | |
| Name: Alex Sin | ||
| Title: Managing Director | ||
| COMMONWEALTH BANK OF AUSTRALIA | ||
| By: | /S/ Joseph Moore | |
| Name: Joseph Moore | ||
| Title: Director | ||
| DBS BANK LTD. | ||
| By: | /S/ Lum Moe Tchun | |
| Name: Lum Moe Tchun | ||
| Title: Managing Director | ||
| DESJARDINS SECURITIES, INC. | ||
| By: | /S/ Ryan Godfrey | |
| Name: Ryan Godfrey | ||
| Title: Managing Director, Debt Capital Markets | ||
| DEUTSCHE BANK SECURITIES INC. | ||
| By: | /S/ Mary Hardgrove | |
| Name: Mary Hardgrove | ||
| Title: Managing Director | ||
| By: | /S/ Shamit Saha | |
| Name: Shamit Saha | ||
| Title: Director | ||
| FIFTH THIRD SECURITIES, INC. | ||
| By: | /S/ Maria Yamat | |
| Name: Maria Yamat | ||
| Title: Managing Director | ||
| GOLDMAN SACHS & CO. LLC | ||
| By: | /S/ Ali Malik | |
| Name: Ali Malik | ||
| Title: Managing Director | ||
| HSBC SECURITIES (USA) INC. | ||
| By: | /S/ Patrice Altongy | |
| Name: Patrice Altongy | ||
| Title: Managing Director | ||
| HUNTINGTON SECURITIES, INC. | ||
| By: | /S/ Nicholas Muzychak | |
| Name: Nicholas Muzychak | ||
| Title: Senior Managing Director | ||
| INSPEREX LLC | ||
| By: | /S/ A. Brad Busscher | |
| Name: A. Brad Busscher | ||
| Title: CAO and General Counsel | ||
| J.P. MORGAN SECURITIES LLC | ||
| By: | /S/ Stephen L. Sheiner | |
| Name: Stephen L. Sheiner | ||
| Title: Executive Director | ||
| KEYBANC CAPITAL MARKETS INC. | ||
| By: | /S/ Eric Peiffer | |
| Name: Eric Peiffer | ||
| Title: Managing Director | ||
| MIZUHO SECURITIES USA LLC | ||
| By: | /S/ Julian Rudin | |
| Name: Julian Rudin | ||
| Title: Authorized Signatory | ||
| MORGAN STANLEY & CO. LLC | ||
| By: | /S/ Howard Brocklehurst | |
| Name: Howard Brocklehurst | ||
| Title: Managing Director | ||
| MUFG SECURITIES AMERICAS INC. | ||
| By: | /S/ Kimberly Boulmetis | |
| Name: Kimberly Boulmetis | ||
| Title: Managing Director | ||
| NABSECURITIES, LLC | ||
| By: | /S/ Amanda Sparkman | |
| Name: Amanda Sparkman | ||
| Title: Vice President | ||
| NATIONAL BANK OF CANADA FINANCIAL, INC. | ||
| By: | /S/ Robert D. Miller | |
| Name: Robert D. Miller | ||
| Title: Managing Director | ||
| NATIXIS SECURITIES AMERICAS LLC | ||
| By: | /S/ Anthony V. Ferraro | |
| Name: Anthony V. Ferraro | ||
| Title: Managing Director | ||
| By: | /S/ Deborah Marzetti | |
| Name: Deborah Marzetti | ||
|
Title: Vice President |
||
| RABO SECURITIES USA, INC. | ||
| By: | /S/ Jan Hendrik de Graaff | |
| Name: Jan Hendrik de Graaff | ||
| Title: Managing Director | ||
| By: | /S/ Mehdi Manii | |
| Name: Mehdi Manii | ||
| Title: Executive Director | ||
| REGIONS SECURITIES LLC | ||
| By: | /S/ Nicole Black | |
| Name: Nicole Black | ||
| Title: Managing Director | ||
| SANTANDER US CAPITAL MARKETS LLC | ||
| By: | /S/ Richard Zobkiw | |
| Name: Richard Zobkiw | ||
| Title: Executive Director | ||
| SG AMERICAS SECURITIES, LLC | ||
| By: | /S/ Eric Meunier | |
| Name: Eric Meunier | ||
|
Title: Global Head of DCM Financial Institutions |
||
| SMBC NIKKO SECURITIES AMERICA, INC. | ||
| By: | /S/ Thomas Bausano | |
| Name: Thomas Bausano | ||
| Title: Managing Director | ||
| STANDARD CHARTERED BANK | ||
| By: | /S/ Rajan Bagri | |
| Name: Rajan Bagri | ||
|
Title: Managing Director, Head, FIG Capital Markets - Europe and Americas |
||
| TRUIST SECURITIES, INC. | ||
| By: | /S/ Robert Nordlinger | |
| Name: Robert Nordlinger | ||
| Title: Authorized Signatory | ||
| UBS FINANCIAL SERVICES, INC. | ||
| By: | /S/ Elliott Appel | |
| Name: Elliott Appel | ||
| Title: Executive Director | ||
| By: | /S/ Deep Gandhi | |
| Name: Deep Gandhi | ||
| Title: Managing Director | ||
| UBS SECURITIES LLC | ||
| By: | /S/ John Sciales | |
| Name: John Sciales | ||
| Title: Director | ||
| By: | /S/ Aaron Dupere | |
| Name: Aaron Dupere | ||
|
Title: Associate Director |
||
| U.S. BANCORP INVESTMENTS, INC. | ||
| By: | /S/ Julie Brendel | |
| Name: Julie Brendel | ||
| Title: Managing Director | ||
| WELLS FARGO SECURITIES, LLC | ||
| By: | /S/ Carolyn Hurley | |
| Name: Carolyn Hurley | ||
| Title: Managing Director | ||
| WESTPAC BANKING CORPORATION | ||
| By: | /S/ Mark van der Griend | |
| Name: Mark van der Griend | ||
| Title: Executive Director | ||