Royal Bank Of Canada 6-K, filed Jun 23, 2023
Royal Bank Of Canada (RY)
6-K
2023-06-23
For: 2023-06-22
View Original
Added on
April 10, 2026
About this 6-K
Royal Bank Of Canada filed this 6-K on June 23, 2023.
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 June 2023
Commission File Number: 001-13928
Royal Bank of Canada
(Exact name of registrant as specified in its charter)
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200 Bay Street
Royal Bank Plaza
Toronto, Ontario
Canada M5J 2J5
Attention: Senior Vice-President, Associate
General Counsel & Secretary
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1 Place Ville Marie
Montreal, Quebec
Canada H3C 3A9
Attention: Senior Vice-President, Associate
General Counsel & Secretary
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(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.
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Form 20-F ☐
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Form 40-F ☒
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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F-3 (FILE NO. 333-259205) AND TO BE A PART THEREOF FROM THE DATE ON WHICH THIS REPORT IS FURNISHED, TO THE EXTENT NOT SUPERSEDED BY DOCUMENTS OR REPORTS SUBSEQUENTLY FILED OR FURNISHED.
EXHIBITS
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Exhibit
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Description of Exhibit
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Fourth Supplemental Indenture dated as of June 22, 2023 between Royal Bank of Canada and The Bank of New York Mellon (as successor to JPMorgan Chase Bank, National Association), as Trustee, to the Indenture dated as of October 23, 2003
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Fifth Supplemental Indenture dated as of June 22, 2023 between Royal Bank of Canada and The Bank of New York Mellon (as successor to JPMorgan Chase Bank, National Association), as Trustee, to the Indenture dated as of October 23, 2003
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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.
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ROYAL BANK OF CANADA
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By:
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/s/ Sarah Lem
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Name: Sarah Lem
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Title: Authorized Officer
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Date:
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June 22, 2023
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ROYAL BANK OF CANADA
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By:
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/s/ Clive Tucker
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Name: Clive Tucker
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Title: Authorized Officer
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Date:
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June 22, 2023
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Exhibit 4.8
FOURTH SUPPLEMENTAL INDENTURE
Dated as of June 22, 2023
between
ROYAL BANK OF CANADA
and
THE BANK OF NEW YORK MELLON
(as successor to JPMorgan Chase Bank, National Association),
AS TRUSTEE
to the
INDENTURE
Dated as of October 23, 2003
between
ROYAL BANK OF CANADA
and
JPMORGAN CHASE BANK, NATIONAL ASSOCIATION, as Trustee
FOURTH SUPPLEMENTAL INDENTURE, dated
as of June 22, 2023 (this "Fourth Supplemental Indenture") between ROYAL BANK OF CANADA, a Canadian chartered bank (the "Bank"), having its corporate headquarters
located at Royal Bank Plaza, 200 Bay Street, Toronto, Ontario, Canada M5J 2J5 and its head office located at 1 Place Ville Marie, Montreal, Quebec, Canada H3C 3A9, and THE BANK OF NEW YORK MELLON, as Successor to JPMORGAN CHASE BANK, NATIONAL
ASSOCIATION, a national banking association, as Trustee (the "Trustee"), under the Senior Debt Indenture dated as of October 23, 2003 between the Bank and the Trustee (the "Senior
Debt Indenture"), as amended by the First Supplemental Indenture dated as of July 21, 2006 (the "First Supplemental Indenture"), the Second Supplemental Indenture dated as of February 28, 2007 (the "Second Supplemental Indenture"), and the Third Supplemental Indenture dated as of September 7, 2018 (the "Third Supplemental Indenture," and together with the Senior Debt
Indenture, the First Supplemental Indenture and the Second Supplemental Indenture, the "Indenture"). All capitalized terms used in this Fourth Supplemental Indenture and not otherwise defined herein have the
meanings given such terms in the Indenture.
RECITALS OF THE BANK
WHEREAS, the Bank and the Trustee entered into the Indenture, pursuant to which one or more series of senior debt securities of the Bank may be
issued from time to time; and
WHEREAS, Section 901(2) of the Indenture provides that the Bank and the Trustee at any time and from time to time, may enter into one or more
indentures supplemental thereto, in form satisfactory to the Trustee, to add to the covenants of the Bank for the benefit of the Holders of all or any series of Securities (and if such covenants are to be for the benefit of less than all series of
Securities, stating that such covenants are expressly being included solely for the benefit of such series);
WHEREAS, the Bank wishes to add to the covenants of the Bank as to certain of the Securities, as described herein; and
WHEREAS, the Bank has requested that the Trustee execute and deliver this Fourth Supplemental Indenture; and all requirements necessary to make
this Fourth Supplemental Indenture a valid, binding and enforceable instrument in accordance with its terms, have been satisfied; and the execution and delivery of this Fourth Supplemental Indenture has been duly authorized in all respects.
NOW, THEREFORE, in consideration of the covenants and other provisions set forth in this Fourth Supplemental Indenture and the Indenture, the
Bank and the Trustee mutually covenant and agree with each other, and for the equal and proportionate benefit of the respective Holders of the Affected Securities (as defined below), as follows:
-1-
ARTICLE I
PROVISIONS OF GENERAL APPLICATION
| Section 1.01. |
Effect of Supplemental Indenture on Indenture.
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This Fourth Supplemental Indenture is a supplement to the Indenture. As supplemented by this Fourth Supplemental Indenture, the Indenture is in
all respects ratified, approved and confirmed, and the Indenture and this Fourth Supplemental Indenture shall together constitute one and the same instrument.
| Section 1.02. |
Governing Law. Submission to Jurisdiction.
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This Fourth Supplemental Indenture shall be governed by and construed in accordance with the laws of the State of New York.
ARTICLE II
ADDITIONAL COVENANTS
| Section 2.01. |
Applicability.
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The provisions of this Fourth Supplemental Indenture shall relate solely to the Securities with the following CUSIP numbers (the "Affected
Securities"), which have been issued by the Bank prior to the date hereof: 78010UWF0, 78008TLZ5, 78010UDU8, 78010UEA1, 78010UWN3, 78010UCT2, 78008SWY8, 78010UVT1, 78010UWK9, 78010UWU7, 78010UVX2, 78010UEG8, 78008SWN2, 78010UWR4, 78012KDH7 and 78008SE93
The provisions of this Fourth Supplemental Indenture shall not apply to, or modify the rights of, Holders or Beneficial Owners of any other
Securities issued under the Indenture.
| Section 2.02. |
Interest Payments.
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If a relevant base interest rate (for example, CMS30, CMS10, CMS5 or CMS2, as discussed in the applicable Pricing Supplement that is incorporated
into the Master Note for the applicable Affected Security) for any of the Affected Securities has been determined by the Calculation Agent (as defined in the applicable Pricing Supplement) to have been discontinued or are unable to be obtained
according to the provisions of the applicable Pricing Supplement (for the avoidance of doubt, without regard to any fallback provisions that reference using a rate that was available on a prior date), the Calculation Agent for the Affected Security
shall determine that relevant base rate using a substitute or successor rate that it has determined in its sole discretion to be a commercially reasonable replacement rate. In doing so, the Calculation Agent may determine in its sole discretion, to
adjust the relevant definitions of "business day," "interest determination date" and/or any other relevant definitions or methodology for calculating that substitute or successor rate, including any adjustment factor, spread and/or formula it
determines is needed to make that substitute or successor rate comparable to original relevant rate, in a manner that it determines to be consistent with industry-accepted practices for that substitute or successor rate
2
If the determinations in the preceding paragraph result in a higher interest payment for any applicable interest payment date than would have
been paid under the existing terms of the Affected Notes, the Bank shall pay the higher interest payment on the applicable interest payment date, as such interest payment date is determined in accordance with the provisions of the applicable Pricing
Supplement.
For the avoidance of doubt, none of the provisions of this section shall permit the Bank to reduce any interest payment payable on any of the
Affected Securities according to the original terms of the applicable Affected Securities, unless the applicable provisions of Section 902 of the Indenture are duly satisfied.
| Section 2.03 |
Calculation Agent
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For the avoidance of doubt, in no event shall the Trustee be the calculation agent for any of the Affected Series as a result of the provisions
hereof, nor shall it have any obligation to determine the relevant base interest rate or any substitute, replacement or successor rate thereto.
For the avoidance of doubt, in no event shall the Trustee, as to any of the Affected Securities, be responsible for determining any benchmark
replacement, for determining whether any benchmark transition event, its related benchmark replacement date or any early opt-in election has occurred or for making any benchmark replacement adjustments or conforming changes. In connection with the
foregoing provisions of this paragraph, the Trustee will be entitled to conclusively rely upon any determinations made by the applicable calculation agent for the Affected Securities.
ARTICLE III
MISCELLANEOUS
| Section 3.01. |
Counterparts.
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This Fourth Supplemental Indenture may be executed in any number of counterparts, each of which when so executed shall be deemed to be an
original, but all such counterparts shall together constitute but one and the same instrument.
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IN WITNESS WHEREOF, the parties hereto have caused this Fourth Supplemental Indenture to be duly executed, all as of the day and year first above written.
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ROYAL BANK OF CANADA
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By:
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/s/ Sarah Lem
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Name: Sarah Lem
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Title: Attorney-in-Fact
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By:
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/s/ Clive Tucker
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Name: Clive Tucker
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Title: Attorney-in-Fact
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THE BANK OF NEW YORK MELLON,
(as successor to JPMorgan Chase Bank, N.A.) as Trustee
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By:
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/s/ Francine Kincaid
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Name: Francine Kincaid
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Title: Vice President
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Exhibit 4.9
FIFTH SUPPLEMENTAL INDENTURE
Dated as of June 22, 2023
between
ROYAL BANK OF CANADA
and
THE BANK OF NEW YORK MELLON
(as successor to JPMorgan Chase Bank, National Association),
AS TRUSTEE
to the
INDENTURE
Dated as of October 23, 2003
between
ROYAL BANK OF CANADA
and
JPMORGAN CHASE BANK, NATIONAL ASSOCIATION, as Trustee
FIFTH SUPPLEMENTAL INDENTURE, dated as of June 22, 2023 (this "Fifth Supplemental Indenture") between ROYAL BANK OF CANADA, a Canadian chartered bank (the "Bank"), having its corporate headquarters located at Royal Bank Plaza, 200 Bay Street, Toronto, Ontario, Canada M5J 2J5 and its head office located at 1 Place Ville Marie, Montreal, Quebec, Canada H3C 3A9,
and THE BANK OF NEW YORK MELLON, as Successor to JPMORGAN CHASE BANK, NATIONAL ASSOCIATION, a national banking association, as Trustee (the "Trustee"), under the Senior Debt Indenture dated as of October
23, 2003 between the Bank and the Trustee (the "Senior Debt Indenture"), as amended by the First Supplemental Indenture dated as of July 21, 2006 (the "First
Supplemental Indenture"), the Second Supplemental Indenture dated as of February 28, 2007 (the "Second Supplemental Indenture"), the Third Supplemental Indenture dated as of September 7, 2018
(the "Third Supplemental Indenture"), and the Fourth Supplemental Indenture dated as of the date hereof (the "Fourth Supplemental Indenture," and together with the
Senior Debt Indenture, the First Supplemental Indenture, the Second Supplemental Indenture and the Third Supplemental Indenture, the "Indenture"). All capitalized terms used in this Fifth Supplemental
Indenture and not otherwise defined herein have the meanings given such terms in the Indenture.
RECITALS OF THE BANK
WHEREAS, the Bank and the Trustee entered into the Indenture, pursuant to which one or more series of senior debt securities of the Bank may be
issued from time to time; and
WHEREAS, Section 902 of the Indenture provides that the Bank and the Trustee at any time and from time to time, may enter into one or more
indentures supplemental thereto, with the consent of the Holders of not less than a majority in principal amount of the Outstanding Securities of each series affected by such supplemental indenture;
WHEREAS, the Bank has obtained the consent of the beneficial holders of 100% of the Outstanding Securities affected by this Fifth Supplemental
Indenture; and
WHEREAS, the Bank has requested that the Trustee execute and deliver this Fifth Supplemental Indenture; and all requirements necessary to make this
Fifth Supplemental Indenture a valid, binding and enforceable instrument in accordance with its terms, have been satisfied; and the execution and delivery of this Fifth Supplemental Indenture has been duly authorized in all respects.
NOW, THEREFORE, in consideration of the covenants and other provisions set forth in this Fifth Supplemental Indenture and the Indenture, the Bank
and the Trustee mutually covenant and agree with each other, and for the equal and proportionate benefit of the respective Holders of the Affected Securities (as defined below), as follows:
1
ARTICLE I
PROVISIONS OF GENERAL APPLICATION
| Section 1.01. |
Effect of Supplemental Indenture on Indenture.
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This Fifth Supplemental Indenture is a supplement to the Indenture. As supplemented by this Fifth Supplemental Indenture, the Indenture is in all
respects ratified, approved and confirmed, and the Indenture and this Fifth Supplemental Indenture shall together constitute one and the same instrument.
| Section 1.02. |
Governing Law. Submission to Jurisdiction.
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This Fifth Supplemental Indenture shall be governed by and construed in accordance with the laws of the State of New York.
ARTICLE II
ADDITIONAL COVENANTS
| Section 2.01. |
Applicability.
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The provisions of this Fifth Supplemental Indenture shall relate solely to the Securities with the following CUSIP number (the "Affected
Securities"), which have been issued by the Bank prior to the date hereof: 78008SE93.
The provisions of this Fifth Supplemental Indenture shall not apply to, or modify the rights of, Holders or Beneficial Owners of any other
Securities issued under the Indenture.
| Section 2.02. |
Interest Payments.
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If a relevant base interest rate (for example, the 30 Year CMS Rate or the 2 Year CMS Rate, as discussed in the Pricing Supplement that is
incorporated into the Master Note for the Affected Securities) for the Affected Securities has been determined by the Calculation Agent (as defined in the Pricing Supplement) to have been discontinued or are unable to be obtained according to the
provisions of the Pricing Supplement (for the avoidance of doubt, without regard to any fallback provisions that reference obtaining quotations from dealers or using a rate that was available on a prior date), the Calculation Agent shall determine
that relevant base rate using a substitute or successor rate that it has determined in its sole discretion to be a commercially reasonable replacement rate, which the Calculation Agent expects to be the 30 Year U.S. Dollar SOFR Spread-Adjusted ICE
Swap Rate or the 2 Year U.S. Dollar SOFR Spread-Adjusted ICE Swap Rate, as applicable. In doing so, the Calculation Agent may determine in its sole discretion, to adjust the relevant definitions of "business day," "interest determination date"
and/or any other relevant definitions or methodology for calculating that substitute or successor rate, including any adjustment factor, spread and/or formula it determines is needed to make that substitute or successor rate comparable to original
relevant rate, in a manner that it determines to be consistent with industry-accepted practices for that substitute or successor rate.
2
The Calculation Agent will determine the expected new base rate specified in the preceding paragraph based on the rate that appears on the Bloomberg
Screen USISOA30 Page or the Bloomberg Screen USISOA02 Page, as applicable, at approximately 11:00 a.m., New York City time, on the applicable Interest Determination Date, provided that, if the applicable rate does not appear on the applicable
Bloomberg Screen Page on that day at approximately 11:00 a.m., New York City time, then the Calculation Agent, after consulting such sources as it deems comparable to the foregoing display page, or any such source it deems reasonable from which to
estimate the relevant rate for U.S. dollar swaps referencing the secured overnight financing rate ("SOFR"), will determine the applicable base rate for that day in its sole discretion.
“Bloomberg Screen USIS0A30 Page” or “Bloomberg Screen USISOA02 Page” means the display designated as Bloomberg screen "USISOA30" or “USISOA02”, as
applicable, or such other page as may replace that Bloomberg screen on that service or such other service or services as may be selected for the purpose of displaying rates for U.S. dollar swaps referencing SOFR by ICE Benchmark Administration
Limited (“IBA”) or its successor or such other entity that assumes the responsibility of IBA or its successor in calculating rates for U.S. dollar swaps referencing SOFR if IBA or its successor ceases to do so.
Notwithstanding the provisions set forth in the two preceding paragraphs:
(i) if the Calculation Agent determines in its sole discretion on or prior to the relevant Interest Determination Date that the relevant rate for
U.S. dollar swaps referencing SOFR has been discontinued or that rate has ceased to be published permanently or indefinitely, then the Calculation Agent will use as the applicable base rate for that day a substitute or successor rate that it has
determined in its sole discretion to be a commercially reasonable replacement rate; and
(ii) if the Calculation Agent has determined a substitute or successor rate in accordance with the foregoing, the Calculation Agent may determine in
its sole discretion, to adjust the definitions of business day and Interest Determination Date and any other relevant methodology for calculating that substitute or successor rate, including any adjustment factor, spread and/or formula it
determines is needed to make that substitute or successor rate comparable to the relevant rate for U.S. dollar swaps referencing SOFR, in a manner that it determines to be consistent with industry-accepted practices for that substitute or successor
rate.
| Section 2.03 |
Calculation Agent
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For the avoidance of doubt, in no event shall the Trustee be the calculation agent for any of the Affected Series as a result of the provisions
hereof, nor shall it have any obligation to determine the relevant base interest rate or any substitute, replacement or successor rate thereto.
3
For the avoidance of doubt, in no event shall the Trustee, as to any of the Affected Securities, be responsible for determining any benchmark
replacement, for determining whether any benchmark transition event, its related benchmark replacement date or any early opt-in election has occurred or for making any benchmark replacement adjustments or conforming changes. In connection with the
foregoing provisions of this paragraph, the Trustee will be entitled to conclusively rely upon any determinations made by the applicable calculation agent for the Affected Securities.
ARTICLE III
MISCELLANEOUS
| Section 3.01. |
Counterparts.
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This Fifth Supplemental Indenture may be executed in any number of counterparts, each of which when so executed shall be deemed to be an original,
but all such counterparts shall together constitute but one and the same instrument.
4
IN WITNESS WHEREOF, the parties hereto have caused this Fifth Supplemental Indenture to be duly executed, all as of the day and year first above written.
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ROYAL BANK OF CANADA
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By:
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/s/ Sarah Lem
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Name: Sarah Lem
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Title: Attorney-in-Fact
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By:
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/s/ Clive Tucker
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Name: Clive Tucker
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Title: Attorney-in-Fact
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THE BANK OF NEW YORK MELLON,
(as successor to JPMorgan Chase Bank, N.A.) as Trustee
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By:
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/s/ Francine Kincaid
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Name: Francine Kincaid
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Title: Vice President
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