Royal Bank of Canada Registers $40 Billion in Senior and Subordinated Debt Securities

September 7, 2018

The SEC declared effective a registration statement filed by S&C client Royal Bank of Canada (RBC) in respect of $40 billion of senior and subordinated debt securities, warrants, as well as common shares issuable upon conversion of subordinated non-viability contingent capital securities in accordance with Canadian regulatory capital requirements if certain events of material financial distress occur. This is the first registration statement filed by a Canadian bank that includes senior notes subject to bail-in conversion under the Canadian bail-in regime, which will enter into force on September 23, and intended to be included in the Total Loss Absorbing Capacity (TLAC) of RBC. Shortly after the registration statement was declared effective, RBC updated its $40 billion senior medium-term notes program, Series H.

RBC was founded in 1864 and has been a chartered bank under Canada's Bank Act since 1869. With total assets of approximately C$1.29 trillion as of July 31, RBC provides a broad range of retail banking, wealth management and investment banking products and solutions. RBC is the largest Canadian company by market capitalization, and serves more than 16 million clients and has more than 84,000 employees worldwide.

S&C acted as U.S. counsel for RBC. The agents party to distribution or dealer agreements under the senior medium-term notes, Series H program are RBC Capital Markets, LLC, Barclays Capital Inc., Citigroup Global Markets Inc., Credit Suisse Securities (USA) LLC, Deutsche Bank Securities Inc., Goldman, Sachs & Co., Incapital LLC, J.P. Morgan Securities LLC, Merrill Lynch, Pierce, Fenner & Smith Incorporated, Morgan Stanley & Co. LLC, UBS Financial Services Inc., UBS Securities LLC and Wells Fargo Securities, LLC.

The S&C team was led by Donald Crawshaw, along with Daniel Lorme, Mario Schollmeyer, Zachary Levine and Annie Zhou. Jeffrey Hochberg, along with Daniel Bleiberg advised on tax matters; Benjamin Weiner consulted on bank regulatory law matters.