Registration Statement No. 333-264388
Filed Pursuant to Rule 424(b)(2)
PRICING SUPPLEMENT dated May 30, 2023
(to prospectus dated May 26, 2022 and
prospectus supplement dated May 26, 2022)
US$1,750,000,000
Senior Medium-Term Notes, Series H
consisting of
US$1,350,000,000 5.300% Senior Notes due 2026
US$400,000,000 Floating Rate Notes due 2026
This is an offering of US$1,350,000,000 aggregate principal amount of our 5.300% Senior Notes due 2026, which we refer to as the Fixed
Rate Notes, and US$400,000,000 aggregate principal amount of our Floating Rate Notes due 2026, which we refer to as the Floating Rate Notes and, together with the Fixed Rate Notes, the Notes. The Fixed Rate Notes will
mature on June 5, 2026, and the Floating Rate Notes will mature on June 5, 2026. We will pay interest on the Fixed Rate Notes semi-annually on each June 5 and December 5, beginning on December 5, 2023. We will pay interest on the Floating Rate Notes
at a floating rate equal to Compounded SOFR (as defined herein) (determined with respect to each quarterly interest period using the SOFR Index (as defined herein)), plus 1.33%, payable quarterly on each March 5, June 5, September 5 and December 5,
beginning on September 5, 2023.
The Notes will be bail-inable notes (as defined in the accompanying prospectus supplement dated
May 26, 2022) and subject to conversion in whole or in part by means of a transaction or series of transactions and in one or more steps into common shares of Bank of Montreal or any of its affiliates under subsection 39.2(2.3) of
the Canada Deposit Insurance Corporation Act (Canada) (the CDIC Act) and to variation or extinguishment in consequence, and subject to the application of the laws of the Province of Ontario and the federal laws of Canada
applicable therein in respect of the operation of the CDIC Act with respect to the Notes.
We may redeem the Fixed Rate Notes at any time,
in whole or in part, at a price equal to the greater of (i) the Make-Whole Amount (as defined herein) and (ii) 100% of the principal amount of the Fixed Rate Notes to be redeemed, plus, in either case, accrued and unpaid interest thereon to the
redemption date. See Specific Terms of the Notes Optional Redemption. We may also redeem each tranche of Notes in whole at any time upon the occurrence of certain events pertaining to Canadian taxation at 100% of their
principal amount, plus accrued and unpaid interest to, but excluding, the redemption date. See Specific Terms of the Notes Tax Redemption.
The Notes will be our senior unsecured obligations and will rank equally in right of payment with all of our existing and future
unsubordinated, unsecured indebtedness. The Notes will be issued only in registered book-entry form, in minimum denominations of US$2,000 and integral multiples of US$1,000 in excess thereof.
Investing in the Notes involves risks, including the risks described in the Risk Factors section
beginning on page PS-3 of this pricing supplement, those described in the Risk Factors section beginning on page S-2 of the
accompanying prospectus supplement and those described in managements discussion and analysis included in our Annual Report on Form 40-F for the year ended October 31, 2022 and subsequent interim
reports, which are incorporated by reference in the accompanying prospectus, dated May 26, 2022, as supplemented by the accompanying prospectus supplement, dated May 26, 2022, and this pricing supplement.
Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these Notes or passed upon
the adequacy or accuracy of this pricing supplement or the accompanying prospectus and prospectus supplement. Any representation to the contrary is a criminal offense.
The Notes will be our senior unsecured obligations and will not be savings accounts or deposits that are insured by the United States
Federal Deposit Insurance Corporation, the Bank Insurance Fund, the Canada Deposit Insurance Corporation or any other governmental agency or instrumentality or other entity.
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Per Fixed Rate Note |
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Total |
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Per Floating Rate Note |
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Total |
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Price to Public(1) |
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99.929 |
% |
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US$ |
1,349,041,500 |
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100.000 |
% |
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US$ |
400,000,000 |
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Underwriting Commissions |
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0.250 |
% |
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US$ |
3,375,000 |
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0.250 |
% |
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US$ |
1,000,000 |
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Proceeds, Before Expenses, to Bank of Montreal |
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99.679 |
% |
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US$ |
1,345,666,500 |
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99.750 |
% |
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US$ |
399,000,000 |
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(1) |
Plus accrued interest, if any, from June 5, 2023, if settlement occurs after that date. |
The underwriters expect to deliver the Notes through the book-entry delivery system of The Depository Trust Company on or about June 5,
2023.
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BMO Capital Markets |
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Citigroup |
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Goldman Sachs & Co. LLC |
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Morgan Stanley |
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Lloyds Securities |
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Wells Fargo Securities |
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Cabrera Capital Markets LLC |
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Commonwealth Bank of Australia |
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Desjardins Capital Markets |
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HSBC |
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Independence Point Securities |
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J.P. Morgan |
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nabSecurities, LLC |
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Nomura |
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UBS Investment Bank |
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Westpac Banking Corporation |
The date of this pricing supplement is May 30, 2023.