A barrier event will occur if, on any trading day during the measurement period, which is the period from but excluding the trade date to and including the
valuation date, the closing level of the reference asset increases or decreases by more than the maximum return of between 18.97% and 22.26% from the initial level (each set on the trade date).
At maturity, for each $1,000 principal amount, (a) if a barrier event has occurred you will receive the principal amount of your notes and (b) if a barrier
event has
not
occurred, you will receive (i) the principal amount of your notes
plus
(ii) $1,000
times
the absolute value of the percentage change (not less
than $1,000 and not more than between $1,189.70 and $1,222.60).
If the absolute value of the percentage change exceeds the maximum return, you will only receive the stated principal amount of $1,000. Any payment on
your notes is subject to the creditworthiness of The Bank of Nova Scotia.
A purchaser of these notes in the secondary market should determine if a barrier event has already occurred. The occurrence of a barrier
event could significantly affect both the secondary market trading price of these notes and the amount that a holder of the notes will receive at maturity. See page P-5.
At maturity, for each $1,000 principal amount of your notes, you will receive an amount in cash equal to:
Investment in the notes involves certain risks. You should refer to “Additional Risks” beginning on page P-13 of this pricing supplement
and “Additional Risk Factors Specific to the Notes” beginning on page PS-6 of the accompanying product prospectus supplement and “Risk Factors” beginning on page S-2 of the accompanying prospectus supplement and on page 5 of the accompanying
prospectus.
Neither the United States Securities and Exchange Commission nor any state securities commission has approved or disapproved of the notes
or passed upon the accuracy or the adequacy of this pricing supplement, the accompanying prospectus, accompanying prospectus supplement or accompanying product prospectus supplement. Any representation to the contrary is a criminal offense.
The notes are not insured by the Canada Deposit Insurance Corporation pursuant to the Canada Deposit Insurance Corporation Act or the
U.S. Federal Deposit Insurance Corporation or any other government agency of Canada, the United States or any other jurisdiction.
The return on your notes will relate to the price return of the reference asset and will not include a total return or dividend component. The notes are derivative products based
on the performance of the reference asset. The notes do not constitute a direct investment in any of the shares, units or other securities represented by the reference asset. By acquiring the notes, you will not have a direct economic or other
interest in, claim or entitlement to, or any legal or beneficial ownership of any such share, unit or security and will not have any rights as a shareholder, unitholder or other security holder of any of the issuers including, without limitation, any
voting rights or rights to receive dividends or other distributions.
Scotia Capital (USA) Inc. (“SCUSA”), our affiliate, will purchase the notes from us for distribution to other registered broker dealers or will offer the notes directly to
investors. SCUSA or any of its affiliates or agents may use this pricing supplement in market-making transactions in notes after their initial sale. Unless we, SCUSA or another of our affiliates or agents selling such notes to you informs you
otherwise in the confirmation of sale, this pricing supplement is being used in a market-making transaction. See “Supplemental Plan of Distribution (Conflicts of Interest)” in this pricing supplement and “Supplemental Plan of Distribution (Conflicts
of Interest)” on page PS-36 of the accompanying product prospectus supplement.
The original issue price, commissions and proceeds to the Bank listed above relate to the notes we issue initially. We may decide to sell additional notes after the date of the
final pricing supplement, at original issue prices and with commissions and proceeds to the Bank that differ from the amounts set forth above. The return (whether positive or negative) on your investment in the notes will depend in part on the
original issue price you pay for such notes.
On the cover page of this pricing supplement, the Bank has provided the initial estimated value range for the notes. This range of estimated values was determined by reference to
the Bank’s internal pricing models, which take into consideration certain factors, such as the Bank’s internal funding rate on the trade date and the Bank’s assumptions about market parameters. For more information about the initial estimated value,
see “Additional Risks” on page P-13.
The economic terms of the notes (including the maximum payment amount) are based on the Bank’s internal funding rate, which is the rate the Bank would pay to borrow funds through
the issuance of similar market-linked notes, the underwriting discount and the economic terms of certain related hedging arrangements. Due to these factors, the original issue price you pay to purchase the notes will be greater than the initial
estimated value of the notes. The Bank’s internal funding rate is typically lower than the rate the Bank would pay when it issues conventional fixed rate debt securities as discussed further under “Additional Risks — Neither the Bank’s nor Goldman
Sachs & Co. LLC’s (“GS&Co.’s”) estimated value of the notes at any time is determined by reference to credit spreads or the borrowing rate the Bank would pay for its conventional fixed-rate debt securities”. The Bank’s use of its internal
funding rate reduces the economic terms of the notes to you.
The value of your notes at any time will reflect many factors and cannot be predicted; however, the price (not including GS&Co.’s customary bid and ask spreads) at which
GS&Co. would initially buy or sell notes in the secondary market (if GS&Co. makes a market, which it is not obligated to do) and the value that GS&Co. will initially use for account statements and otherwise is equal to approximately
GS&Co.’s estimate of the market value of your notes on the trade date, based on its pricing models and taking into account the Bank’s internal funding rate, plus an additional amount (initially equal to $ per $1,000 principal amount).
Prior to , the price (not including GS&Co.’s customary bid and ask spreads) at which GS&Co. would buy or sell your notes (if it makes a market, which it is
not obligated to do) will equal approximately the sum of (a) the then-current estimated value of your notes (as determined by reference to GS&Co.’s pricing models) plus (b) any remaining additional amount (the additional amount will decline to
zero on a straight-line basis from the time of pricing through approximately 3 months). On and after , the price (not including GS&Co.’s customary bid and ask spreads) at which GS&Co. would buy or sell your notes (if it makes a
market) will equal approximately the then-current estimated value of your notes determined by reference to such pricing models. For additional information regarding the value of your notes shown in your GS&Co. account statements and the price at
which GS&Co. would buy or sell your notes (if GS&Co. makes a market, which it is not obligated to do), each based on GS&Co.’s pricing models; see “Additional Risks — The price at which GS&Co. would buy or sell your notes (if
GS&Co. makes a market, which it is not obligated to do) will be based on GS&Co.’s estimated value of your notes”.
We urge you to read the “Additional Risks” beginning on page P-13 of this pricing supplement.
The information in this “Summary” section is qualified by the more detailed information set forth in this pricing supplement, the accompanying prospectus,
accompanying prospectus supplement, and accompanying product prospectus supplement, each filed with the Securities and Exchange Commission (“SEC”). See “Additional Terms of Your Notes” in this pricing supplement.
Issuer:
|
|
The Bank of Nova Scotia (the “Bank”)
|
Issue:
|
|
Senior Note Program, Series A
|
CUSIP/ISIN:
|
|
CUSIP 064159PJ9/ ISIN US064159PJ98
|
Type of Notes:
|
|
Absolute Return Trigger Notes
|
Reference Asset:
|
|
The S&P 500
®
Index (Bloomberg Ticker: SPX)
|
Minimum Investment and Denominations:
|
|
$1,000 and integral multiples of $1,000 in excess thereof
|
Principal Amount:
|
|
$1,000 per note; $[●] in the aggregate for all the offered notes; the aggregate principal amount of the offered notes may be increased if the Bank, at its sole option, decides to sell an additional amount of
the offered notes on a date subsequent to the date of this pricing supplement.
|
Original Issue Price:
|
|
100% of the principal amount of each note
|
Currency:
|
|
U.S. dollars
|
Trade Date:
|
|
[●]
|
Original Issue Date:
|
|
[●] (to be determined on the trade date and expected to be the 5
th
business day after the trade date).
We expect that delivery of the notes will be made against payment therefor on or about the 5th business day following the date of pricing of the notes (this settlement cycle being referred to as “T+5”). Under
Rule 15c6-1 of the Securities Exchange Act of 1934, as amended, trades in the secondary market generally are required to settle in two business days (“T+2”), unless the parties to any such trade expressly agree otherwise. Accordingly,
purchasers who wish to trade the notes on or prior to the second business day before delivery of the notes will be required, by virtue of the fact that each note initially will settle in five business days (T+5), to specify alternative
settlement arrangements to prevent a failed settlement.
|
Valuation Date:
|
|
[●] (to be determined on the trade date and expected to be approximately 25 to 28 months after the trade date).
The valuation date could be delayed by the occurrence of a market disruption event. See “General Terms of the Notes—Market Disruption Events” beginning on page PS-20 in the accompanying product prospectus
supplement. Further, if the valuation date is not a trading day, the valuation date will be postponed in the same manner as if a market disruption event has occurred.
|
Maturity Date:
|
|
[
●
] (to be determined on the trade date and expected to be the 2
nd
business day after the valuation date), subject to adjustment due to a
market disruption event, a non-trading day or a non-business day as described in more detail under “General Terms of the Notes—Maturity Date” on page PS-18 in the accompanying product prospectus supplement.
|
Purchase at amount other than principal amount:
|
|
The amount we will pay you on the maturity date for your notes will not be adjusted based on the original issue price you pay for your notes, so if you acquire notes at a premium (or discount) to the principal
amount and hold them to the maturity date, it could affect your investment in a number of ways. The return on your investment in such notes will be lower (or higher) than it would have been had you purchased the notes at the principal amount.
See “Additional Risks—If you purchase your notes at a premium to the principal amount, the return on your investment will be lower than the return on notes purchased at the principal amount and the impact of certain key terms of the notes
will be negatively affected” on page P-17 of this pricing supplement.
|
Fees and Expenses:
|
|
As part of the distribution of the notes, SCUSA or one of our other affiliates will sell the notes to GS&Co. at a discount reflecting commissions of $13.50 per $1,000 principal amount of notes. The
commissions per $1,000 principal amount are comprised of $2.50 of fees and $11.00 of selling commission.
See "Supplemental Plan of Distribution (Conflicts of Interest)" in this pricing supplement.
The price at which you purchase the notes includes costs that the Bank or its affiliates expect to incur and profits that the Bank or its affiliates expect to realize in connection with hedging activities
related to the notes, as set forth below under “Supplemental Plan of Distribution (Conflicts of Interest)”. These costs and profits will likely reduce the secondary market price, if any secondary market develops, for the notes. As a result,
you may experience an immediate and substantial decline in the market value of your notes on the trade date. See “Additional Risks—Hedging activities by the Bank and GS&Co. may negatively impact investors in the notes and cause our
respective interests and those of our clients and counterparties to be contrary to those of investors in the notes” in this pricing supplement.
|
Payment at Maturity:
|
|
The payment at maturity will be based on the performance of the reference asset and will be calculated as follows:
|
|
|
●
if a barrier event
has
occurred, then the payment
at maturity for each $1,000 principal amount of your notes will equal:
o
principal amount
If a barrier event has occurred, the return on the notes will be 0%, for a payment at maturity of $1,000.00.
●
if a barrier event has
not
occurred, then the
payment at maturity for each $1,000 principal amount of your notes will equal:
o
principal amount
+
(principal amount x absolute percentage
change)
If a barrier event has not occurred, the return on the notes may be 0% and will otherwise be limited to between 18.97% and 22.26%, for a payment at
maturity that will be no less than $1,000 and no more than between $1,189.70 and $1,222.60.
|
Closing Level:
|
|
As used herein, the “closing level” of the reference asset on any date will be determined based upon the closing level published on the Bloomberg Professional
®
service (“Bloomberg” page
“SPX<Index>” or any successor page on Bloomberg or any successor service, as applicable, on such date.
|
Initial Level:
|
|
The closing level of the reference asset on the trade date.
|
Final Level:
|
|
The closing level of the reference asset on the valuation date. In certain special circumstances, the final level will be determined by the calculation agent, in its discretion. See “General Terms of the
Notes—Unavailability of the Level of the Reference Asset on a Valuation Date” on page PS-19 and “General Terms of the Notes—Market Disruption Events” beginning on page PS-20 in the accompanying product prospectus supplement.
|
Percentage Change:
|
|
The percentage change, expressed as a percentage, with respect to the payment at maturity, is calculated as follows:
final level – initial level
initial level
For the avoidance of doubt, the percentage change may be a negative value.
|
Absolute Percentage Change:
|
|
The absolute value of the percentage change, expressed as a percentage (e.g., a
-10% or +10% percentage change will equal a +10% absolute percentage change)
|
Measurement Period:
|
|
The period from but
excluding
the trade date to and
including
the valuation date.
The measurement period excludes any date or dates that are not trading days or on which the calculation agent determines that a market disruption event occurs or is continuing with respect to the reference
asset, unless, the calculation agent determines that a market disruption event occurs or is continuing on the valuation date. In that event, the last day of such measurement period will be postponed as described under “—Valuation Date” above.
|
Barrier Event:
|
|
On any trading day during the measurement period, (i) the closing level of the reference asset is below the lower barrier or (ii) the closing level of the reference asset is above the upper barrier.
|
Lower Barrier:
|
|
Expected to be between 81.03% and 77.74% of the initial level (to be determined on the trade date and set to the same percentage decrease relative to the initial level as the percentage increase of the upper
barrier relative to the initial level)
|
Upper Barrier:
|
|
Expected to be between 118.97% and 122.26% of the initial level (to be determined on the trade date and set to the same percentage increase relative to the initial level as the percentage decrease of the lower
barrier relative to the initial level)
|
Considerations for Secondary Market Purchasers:
|
|
A purchaser of these notes in the secondary market should determine if a barrier event has already occurred. The occurrence of a barrier event could affect both the secondary market trading price of these notes
after a secondary market purchase and the amount a secondary market purchaser will receive at maturity. In order to determine if a barrier event has occurred, you should determine if, on any date from the day after the trade date to the date
of your purchase, the closing level of the reference asset was less than between 81.03% and 77.74% of the initial level or greater than between 118.97% and 122.26% of the initial level. Certain financial websites make historical levels of the
reference asset publicly available, which can be helpful when determining whether a barrier event may have occurred.
|
Form of Notes:
|
|
Book-entry
|
Calculation Agent:
|
|
Scotia Capital Inc., an affiliate of the Bank
|
Status:
|
|
The notes will constitute direct, unsubordinated and unsecured obligations of the Bank ranking
pari passu
with all other direct, unsecured and unsubordinated
indebtedness of the Bank from time to time outstanding (except as otherwise prescribed by law).
|
|
|
Holders will not have the benefit of any insurance under the provisions of the CDIC Act, the U.S.
Federal Deposit Insurance Act
or under any other deposit insurance
regime of any jurisdiction.
|
Tax Redemption:
|
|
The Bank (or its successor) may redeem the notes, in whole but not in part, at a redemption price determined by the calculation agent in a manner reasonably calculated to preserve your and our relative economic
position, if it is determined that changes in tax laws or their interpretation will result in the Bank (or its successor) becoming obligated to pay additional amounts with respect to the notes. See “Tax Redemption” in the accompanying product
prospectus supplement.
|
Listing:
|
|
The notes will not be listed on any securities exchange or quotation system.
|
Use of Proceeds:
|
|
General corporate purposes
|
Clearance and Settlement:
|
|
Depository Trust Company
|
Trading Day:
|
|
A day on which the respective principal securities markets for all of the stocks comprising the reference asset (the “reference asset constituent stocks”) are open for trading, the sponsor of the reference
asset (the “sponsor”) is open for business and the reference asset is calculated and published by the sponsor.
|
Business Day:
|
|
New York and Toronto
|
Terms Incorporated:
|
|
All of the terms appearing above the item under the caption “General Terms of the Notes” beginning on page PS-15 in the accompanying product prospectus supplement, as modified by this pricing supplement.
|
Canadian Bail-in:
|
|
The notes are not bail-inable debt securities under the CDIC Act.
|
|
|
|
INVESTING IN THE NOTES INVOLVES SIGNIFICANT RISKS. ANY PAYMENT ON THE NOTES, INCLUDING ANY REPAYMENT OF PRINCIPAL, IS SUBJECT TO THE CREDITWORTHINESS OF THE BANK. IF THE BANK WERE TO DEFAULT ON ITS
PAYMENT OBLIGATIONS YOU MAY NOT RECEIVE ANY AMOUNTS OWED TO YOU UNDER THE NOTES AND YOU COULD LOSE YOUR ENTIRE INVESTMENT.
ADDITIONAL TERMS OF YOUR NOTES
You should read this pricing supplement together with the prospectus dated December 26, 2018, as supplemented by the prospectus supplement dated December 26, 2018 and the product prospectus supplement
(Equity Linked Index Notes, Series A) dated December 26, 2018, relating to our Senior Note Program, Series A, of which these notes are a part. Capitalized terms used but not defined in this pricing supplement will have the meanings given to them in
the product prospectus supplement. In the event of any conflict between this pricing supplement and any of the foregoing, the following hierarchy will govern: first, this pricing supplement; second, the accompanying product prospectus supplement;
third, the prospectus supplement; and last, the prospectus.
The notes may vary from the terms described in the accompanying prospectus, accompanying prospectus supplement and accompanying product
prospectus supplement in several important ways. You should read this pricing supplement carefully, including the documents incorporated by reference herein.
This pricing supplement, together with the documents listed below, contains the terms of the notes and supersedes all prior or contemporaneous oral statements as well as any other written materials
including preliminary or indicative pricing terms, correspondence, trade ideas, structures for implementation, sample structures, brochures or other educational materials of ours. You should carefully consider, among other things, the matters set
forth in “Additional Risk Factors Specific to the Notes” in the accompanying product prospectus supplement, as the notes involve risks not associated with conventional debt securities. We urge you to consult your investment, legal, tax, accounting
and other advisors before you invest in the notes. You may access these documents on the SEC website at www.sec.gov as follows (or if that address has changed, by reviewing our filings for the relevant date on the SEC website).
The notes may be suitable for you if:
●
|
You fully understand the risks inherent in an investment in the notes.
|
●
|
You believe a barrier event will not occur and that the percentage change or absolute value of the percentage change will not be greater than between 18.97% to 22.26% (to be determined on the
trade date).
|
●
|
You understand and are willing to accept that a barrier event will occur if, on any trading day during the measurement period, the closing level of the reference asset (i) declines below the
lower barrier of between 81.03% and 77.74% of the initial level or (ii) increases above the upper barrier of between 118.97% and 122.26% of the initial level.
|
●
|
You seek limited exposure to (i) the percentage change if the final level is equal to or greater than the initial level or (ii) the absolute value of the percentage change if the final level
is less than the initial level, in each case assuming a barrier event does not occur.
|
●
|
You understand and are willing to accept that the return on the notes could be 0% and will otherwise be limited to between 18.97% to 22.26% (to be determined on the trade date).
|
●
|
You would be willing to invest in the notes if the lower barrier and upper barrier were set equal to the bottom of their respective ranges, each as indicated above (the actual lower barrier
and upper barrier will be set on the trade date).
|
●
|
You are willing to hold the notes to maturity, a term of approximately 25 to 28 months, and accept that there may be little or no secondary market for the notes.
|
●
|
You understand and accept that, if a secondary market for the notes develops, the occurrence of a barrier event could affect both the secondary market trading price of these notes and the
amount a secondary market purchaser will receive at maturity.
|
●
|
You can tolerate fluctuations in the price of the notes prior to maturity that may be similar to or exceed the downside fluctuations in the level of the reference asset or in the price of the
reference asset constituent stocks.
|
●
|
You do not seek current income from your investment.
|
●
|
You are willing to assume the credit risk of the Bank for all payments under the notes, and understand that if the Bank defaults on its obligations you may not receive any amounts due to you
including any repayment of principal.
|
The notes may not be suitable for you if:
●
|
You do not fully understand the risks inherent in an investment in the notes.
|
●
|
You believe a barrier event will occur or that the percentage change or absolute value of the percentage change will be greater than between 18.97% to 22.26% (to be determined on the trade
date).
|
●
|
You do not understand or are unwilling to accept that a barrier event will occur if, on any trading day during the measurement period, the closing level of the reference asset (i) declines
below the lower barrier of between 81.03% and 77.74% of the initial level or (ii) increases above the upper barrier of between 118.97% and 122.26% of the initial level.
|
●
|
You seek an investment that has unlimited return potential without a cap on appreciation or would be unwilling to invest in the notes if the lower barrier and upper barrier were set equal to
the bottom of their respective ranges, each as indicated above (the actual lower barrier and upper barrier will be set on the trade date).
|
●
|
You do not understand or are unwilling to accept that the return on the notes could be 0% and will otherwise be limited to between 18.97% to 22.26% (to be determined on the trade date).
|
●
|
You cannot tolerate fluctuations in the price of the notes prior to maturity that may be similar to or exceed the downside fluctuations in the level of the reference asset or in the price of
its reference asset constituent stocks.
|
●
|
You seek current income from your investment or prefer to receive dividends paid on the reference asset constituent stocks.
|
●
|
You are unable or unwilling to hold the notes to maturity, a term of approximately 25 to 28 months, or you seek an investment for which there will be a secondary market.
|
●
|
You do not understand or are unwilling to accept that, if a secondary market for the notes develops, the occurrence of a barrier event could affect both the secondary market trading price of
these notes and the amount a secondary market purchaser will receive at maturity.
|
●
|
You are not willing to assume the credit risk of the Bank for all payments under the notes.
|
The investor suitability considerations identified above are not exhaustive. Whether or not the notes are a suitable investment for you will depend on your individual circumstances
and you should reach an investment decision only after you and your investment, legal, tax, accounting and other advisors have carefully considered the suitability of an investment in the notes in light of your particular circumstances. You should
also review ‘‘Additional Risks’’ in this pricing supplement and the ‘‘Additional Risk Factors Specific to the Notes’’ beginning on page PS-6 of the accompanying product prospectus supplement and "Risk Factors" beginning on page S-2 of the
accompanying prospectus supplement and "Risk Factors" on page 5 of the accompanying prospectus for risks related to an investment in the notes.
HYPOTHETICAL PAYMENTS AT MATURITY ON THE NOTES
The examples set out below are included for illustration purposes only. They should not be taken as an indication or prediction of future investment results and are intended merely to illustrate the
impact that the various hypothetical reference asset levels on the valuation date could have on the payment at maturity assuming all other variables remain constant.
The examples below are based on a range of levels of the reference asset that are entirely hypothetical; the closing levels of the reference asset during the measurement period, including the final
level on the valuation date, cannot be predicted. The reference asset has been highly volatile in the past, meaning that the level of the reference asset has changed considerably in relatively short periods, and its performance cannot be predicted
for any future period.
The information in the following examples reflects hypothetical rates of return on the offered notes assuming that they are purchased on the original issue date at the principal
amount and held to the maturity date. If you sell your notes in a secondary market prior to the maturity date, your return will depend upon the market value of your notes at the time of sale, which will be affected by whether a barrier event has
occurred and may be affected by a number of other factors that are not reflected in the examples below, such as interest rates, the volatility of the reference asset and our creditworthiness. In addition, the estimated value of your notes at the time
the terms of your notes were set on the trade date (as determined by reference to pricing models used by us) is less than the original issue price of your notes. For more information on the estimated value of your notes, see “Additional Risks— The
Bank’s initial estimated value of the notes at the time of pricing (when the terms of your notes are set on the trade date) will be lower than the original issue price of the notes” on page P-13 of this pricing supplement. The information in the
examples also reflects the key terms and assumptions in the box below.
Key Terms and Assumptions
|
Principal amount
|
$1,000
|
Upper barrier
|
118.97% of the initial level*
|
Lower barrier
|
81.03% of the initial level*
|
*The bottom of the barrier range indicated on the cover hereof. The actual upper barrier and lower barrier will be determined on the trade date
Neither a market disruption event nor a non-trading day occurs during the measurement period, including on the originally scheduled valuation date
|
No change in or affecting any of the reference asset constituent stocks or the method by which the sponsor calculates the reference asset
|
Notes purchased on the original issue date at the principal amount and held to the maturity date
|
Moreover, we have not yet set the initial level that will serve as the baseline for determining the percentage change, or the upper barrier and the lower barrier, each of which will affect the amount
that we will pay on your notes at maturity. We will not do so until the trade date. As a result, the actual initial level may differ substantially from the level of the reference asset prior to the trade date.
For these reasons, the actual performance of the reference asset over the life of your notes, as well as the amount payable at maturity may bear little relation to the hypothetical examples shown below
or to the historical levels of the reference asset shown elsewhere in this pricing supplement. For information about the historical levels of the reference asset, see “Information Regarding the Reference Asset—Historical Information” below. Before
investing in the offered notes, you should consult publicly available information to determine the levels of the reference asset between the date of this pricing supplement and the date of your purchase of the offered notes.
Also, the hypothetical examples shown below do not take into account the effects of applicable taxes. Because of the U.S. tax treatment applicable to your notes, tax liabilities could affect the
after-tax rate of return on your notes to a comparatively greater extent than the after-tax return on the reference asset constituent stocks.
The levels in the left column of the table below represent hypothetical final levels and are expressed as percentages of the initial level. The amounts in the middle column
represent the hypothetical payment at maturity, based on the corresponding hypothetical final level, assuming that a barrier event does not occur (i.e., the closing level of the reference asset has not decreased below the lower barrier or increased
above the upper barrier on any trading day during the measurement period), and are expressed as percentages of the principal amount of a note (rounded to the nearest one-thousandth of a percent). The amounts in the right column represent the
hypothetical payment at maturity, based on the corresponding hypothetical final level (expressed as a percentage of the initial level), assuming that a barrier event occurs (i.e., the closing level of the reference asset has decreased below the lower
barrier or has increased above the upper barrier on at least one trading day during the measurement period), and are expressed as percentages of the principal amount of a note (rounded to the nearest one-thousandth of a percent). Thus, a hypothetical
payment at maturity of 100.000% means that the value of the cash payment that we would deliver for each $1,000 of the outstanding principal amount of the offered notes on the maturity date would equal 100.000% of the principal amount of a note, based
on the corresponding hypothetical final level and the assumptions noted above.
Hypothetical Final Level (as Percentage of Initial Level)
|
Hypothetical Payment at Maturity (as Percentage of Principal Amount)
|
|
Barrier Event Has Not Occurred
|
Barrier Event Has Occurred
|
150.000%
|
N/A
|
100.000%
|
125.000%
|
N/A
|
100.000%
|
118.970%
|
118.970%
|
100.000%
|
110.000%
|
110.000%
|
100.000%
|
105.000%
|
105.000%
|
100.000%
|
102.000%
|
102.000%
|
100.000%
|
101.000%
|
101.000%
|
100.000%
|
100.500%
|
100.500%
|
100.000%
|
100.000%
|
100.000%
|
100.000%
|
99.500%
|
100.500%
|
100.000%
|
99.000%
|
101.000%
|
100.000%
|
98.000%
|
102.000%
|
100.000%
|
95.000%
|
105.000%
|
100.000%
|
90.000%
|
110.000%
|
100.000%
|
81.030%
|
118.970%
|
100.000%
|
70.000%
|
N/A
|
100.000%
|
60.000%
|
N/A
|
100.000%
|
50.000%
|
N/A
|
100.000%
|
25.000%
|
N/A
|
100.000%
|
0.000%
|
N/A
|
100.000%
|
If, for example,
a barrier event has occurred
and the final level were determined to be 150.000% of the initial level, the payment at
maturity that we would pay on your notes at maturity would be 100.000% for each $1,000 principal amount of your notes, as shown in the table above. Additionally, if the final level were determined to be 50.000% of the initial level, the payment at
maturity that we would pay on your notes at maturity would be 100.000% for each $1,000 principal amount of your notes, as shown in the table above.
If, for example,
a barrier event has not occurred
and the final level were determined to be 90.000% of the initial level, the absolute percentage change would
be 10.000% and the payment at maturity that we would pay on your notes at maturity would be 110.000% for each $1,000 principal amount of your notes, as shown in the table above. However, you will benefit from the absolute percentage change only if a
barrier event has
not
occurred. Because a barrier event will occur if, on any trading day during the measurement period (
including the valuation date
), the closing level of the reference asset is below the lower barrier (81.030% of the
initial level) or above the upper barrier (118.970% of the initial level), the payment at maturity that we will deliver on your notes at maturity if a barrier event has not occurred will be limited to between 100.00% and 118.970% (representing a
return of between 0.000% and 18.970%) for each $1,000 principal amount. As a result, you would not benefit from a final level on the valuation date (or a closing level of the reference asset on any other trading day during the measurement period)
that is above the upper barrier or below the lower barrier. In fact, a final level on the valuation date (or a closing level of the reference asset on any other trading day during the measurement period) that is above the upper barrier or below the
lower barrier will cause the payment at maturity that we will deliver at maturity to be limited to 100.000% for each $1,000 principal amount (representing a return of 0.000%).
The following chart also shows a graphical illustration of the hypothetical payment at maturity that we would pay on your notes on the
stated maturity date, if the final level were any of the hypothetical levels shown on the horizontal axis. The hypothetical payments at maturity in the chart are expressed as percentages of the principal amount of your notes and the hypothetical
final levels are expressed as percentages of the initial level. The chart shows that, if a barrier event occurs during the measurement period, any hypothetical final level would result in a hypothetical payment amount of 100.000% for each $1,000
principal amount of the note (the horizontal line that crosses the 100.000% marker on the vertical axis). The chart also shows that, if a barrier event does not occur during the measurement period, any hypothetical final level between
81.030%
and 1
18.970
% (the section between the
81.030%
and 1
18.970
% markers
on the horizontal axis) would result in a hypothetical payment amount that is greater than or equal to 100.000%, but less than or equal to 1
18.970
%, for each $1,000 principal amount of the note (the
section on or above the 100.000% marker on the vertical axis but on or below the 1
18.970
% marker on the vertical axis).
Any payment on the notes, including any repayment of principal, is subject to the creditworthiness of the Bank. If the Bank were to default on its payment
obligations, you may not receive any amounts owed to you under the notes and you could lose your entire investment.
The payments at maturity shown above are entirely hypothetical; they are based on a hypothetical upper barrier and lower barrier, hypothetical closing levels of the reference asset that may not be
achieved during the measurement period or on the valuation date and on assumptions that may prove to be erroneous. The actual market value of your notes on the maturity date or at any other time, including any time you may wish to sell your notes,
may bear little relation to the hypothetical payments at maturity shown above, and these amounts should not be viewed as an indication of the financial return on an investment in the offered notes. The hypothetical payments at maturity on the notes
held to the maturity date in the examples above assume you purchased your notes at their principal amount and have not been adjusted to reflect the actual original issue price you will pay for your notes. The return on your investment (whether
positive or negative) in your notes will be affected by the amount you pay for your notes. If you purchase your notes for a price other than the principal amount, the return on your investment will differ from, and may be significantly lower than,
the hypothetical returns suggested by the above examples. Please read “Additional Risks—The price at which the notes may be sold prior to maturity will depend on whether a barrier event has occurred and a number of other factors and may be
substantially less than the amount for which they were originally purchased” beginning on page P-20 of this pricing supplement.
Payments on the notes are economically equivalent to the amounts that would be paid on a combination of other instruments. For example, payments on the notes are economically
equivalent to a combination of a non- interest-bearing bond bought by the holder and one or more options entered into between the holder and us (with one or more implicit option premiums paid over time). The discussion in this paragraph does not
modify or affect the terms of the notes or the U.S. federal income tax treatment of the notes, as described elsewhere in this pricing supplement.
We cannot predict the actual final level or what the market value of your notes will be on any particular trading day, nor can we predict the relationship between the level of the reference
asset and the market value of your notes at any time prior to the maturity date. The actual amount that you will receive, if any, at maturity and the rate of return on the offered notes will depend on the actual initial level, lower barrier
and upper barrier, each of which we will set on the trade date, the actual reference asset levels during the measurement period and the actual final level to be determined by the calculation agent as described above. Moreover, the assumptions
on which the hypothetical returns are based may turn out to be inaccurate. Consequently, the amount of cash to be paid in respect of your notes on the maturity date may be very different from the information reflected in the examples above.
|
ADDITIONAL RISKS
An investment in the notes involves significant risks. In addition to the following risks included in this pricing supplement, we urge you to read “Additional Risk Factors Specific to the Notes”
beginning on page PS-6 of the accompanying product prospectus supplement and “Risk Factors” beginning on page S-2 of the accompanying prospectus supplement and page 6 of the accompanying prospectus.
You should understand the risks of investing in the notes and should reach an investment decision only after careful consideration, with your advisors, of the suitability of the notes in light of your
particular financial circumstances and the information set forth in this pricing supplement and the accompanying prospectus, accompanying prospectus supplement and accompanying product prospectus supplement.
The Bank’s initial estimated value of the notes at the time of pricing (when the terms of your notes are set on the trade date) will be lower than the original issue price of the
notes
The Bank’s initial estimated value of the notes is only an estimate. The original issue price of the notes will exceed the Bank’s initial estimated value. The difference between the original issue
price of the notes and the Bank’s initial estimated value reflects costs associated with selling and structuring the notes, as well as hedging its obligations under the notes with a third party.
Neither the Bank’s nor GS&Co.’s estimated value of the notes at any time is determined by reference to credit spreads or the borrowing rate the Bank would pay for its
conventional fixed-rate debt securities
The Bank’s initial estimated value of the notes and GS&Co.’s estimated value of the notes at any time are determined by reference to the Bank’s internal funding rate. The internal funding rate used
in the determination of the estimated value of the notes generally represents a discount from the credit spreads for the Bank’s conventional fixed-rate debt securities and the borrowing rate the Bank would pay for its conventional fixed-rate debt
securities. This discount is based on, among other things, the Bank’s view of the funding value of the notes as well as the higher issuance, operational and ongoing liability management costs of the notes in comparison to those costs for the Bank’s
conventional fixed-rate debt. If the interest rate implied by the credit spreads for the Bank’s conventional fixed-rate debt securities, or the borrowing rate the Bank would pay for its conventional fixed-rate debt securities were to be used, the
Bank would expect the economic terms of the notes to be more favorable to you. Consequently, the use of an internal funding rate for the notes increases the estimated value of the notes at any time and has an adverse effect on the economic terms of
the notes.
The Bank’s initial estimated value of the notes does not represent future values of the notes and may differ from others’ (including GS&Co.’s) estimates
The Bank’s initial estimated value of the notes is determined by reference to its internal pricing models when the terms of the notes are set. These pricing models consider certain factors, such as the
Bank’s internal funding rate on the trade date, the expected term of the notes, market conditions and other relevant factors existing at that time, and the Bank’s assumptions about market parameters, which can include volatility, dividend rates,
interest rates and other factors. Different pricing models and assumptions (including the pricing models and assumptions used by GS&Co.) could provide valuations for the notes that are different, and perhaps materially lower, from the Bank’s
initial estimated value. Therefore, the price at which GS&Co. would buy or sell your notes (if GS&Co. makes a market, which it is not obligated to do) may be materially lower than the Bank’s initial estimated value. In addition, market
conditions and other relevant factors in the future may change, and any assumptions may prove to be incorrect.
The price at which GS&Co. would buy or sell your notes (if GS&Co. makes a market, which it is not obligated to do) will be based on GS&Co.’s estimated value of your notes
GS&Co.’s estimated value of the notes is determined by reference to its pricing models and takes into account the Bank’s internal funding rate. The price at which GS&Co. would initially buy or
sell your notes in the secondary market (if GS&Co. makes a market, which it is not obligated to do) exceeds GS&Co.’s estimated value of your notes at the time of pricing. As agreed by GS&Co. and the distribution participants, this excess
(i.e., the additional amount described under “Additional Information Regarding Estimated Value of the Notes” above) will decline to zero on a straight line basis over the period from the trade date through the applicable date set forth under
“Additional Information Regarding Estimated Value of the Notes” above. Thereafter, if GS&Co. buys or sells your notes it will do so at prices that reflect the estimated value determined by reference to GS&Co.’s pricing models at that time.
The price at which GS&Co. will buy or sell your notes at any time also will reflect its then current bid and ask spread for similar sized trades of structured notes. If GS&Co.
calculated its estimated value of your notes by reference to the Bank’s credit spreads or the borrowing rate the Bank would pay for its conventional fixed-rate debt securities (as opposed to the Bank’s
internal funding rate), the price at which GS&Co. would buy or sell your notes (if GS&Co. makes a market, which it is not obligated to do) could be significantly lower.
GS&Co.’s pricing models consider certain variables, including principally the Bank’s internal funding rate, interest rates (forecasted, current and historical rates), volatility, price-sensitivity
analysis and the time to maturity of the notes. These pricing models are proprietary and rely in part on certain assumptions about future events, which may prove to be incorrect. As a result, the actual value you would receive if you sold your notes
in the secondary market, if any, to others may differ, perhaps materially, from the estimated value of your notes determined by reference to GS&Co.’s models, taking into account the Bank’s internal funding rate, due to, among other things, any
differences in pricing models or assumptions used by others. See “The price at which the notes may be sold prior to maturity will depend on whether a barrier event has occurred and a number of other factors and may be substantially less than the
amount for which they were originally purchased” below.
In addition to the factors discussed above, the value and quoted price of your notes at any time will reflect many factors and cannot be predicted. If GS&Co. makes a market in the notes, the price
quoted by GS&Co. would reflect any changes in market conditions and other relevant factors, including any deterioration in the Bank’s creditworthiness or perceived creditworthiness. These changes may adversely affect the value of your notes,
including the price you may receive for your notes in any market making transaction. To the extent that GS&Co. makes a market in the notes, the quoted price will reflect the estimated value determined by reference to GS&Co.’s pricing models
at that time, plus or minus GS&Co.’s then current bid and ask spread for similar sized trades of structured notes (and subject to the declining excess amount described above).
Furthermore, if you sell your notes, you will likely be charged a commission for secondary market transactions, or the price will likely reflect a dealer discount. This commission or discount will
further reduce the proceeds you would receive for your notes in a secondary market sale.
There is no assurance that GS&Co. or any other party will be willing to purchase your notes at any price and, in this regard, GS&Co. is not obligated to make a market in the notes. See “The
notes lack liquidity” below.
The potential for the value of your notes to increase will be limited
If a barrier event has
not
occurred, the
payment at maturity for each $1,000 principal amount of your notes will be limited to between $1,000, on the lower end of the range, and between $1,189.70 and $1,222.60, on the higher end of the range (set on the trade date and representing a
return of between 0%, on the lower end of the range, and between 18.97% and 22.26%, on the higher end of the range), depending on the absolute percentage change. If a barrier event has occurred, the payment at maturity for each $1,000 principal
amount of your notes will be limited to $1,000.00, regardless of the percentage change.
You will benefit from the absolute percentage change only if a barrier event has
not
occurred. Because a barrier event will occur if, on any trading day during the measurement period (
including the valuation date
), the closing level of the reference asset is below the lower barrier (expected to be between 81.03% and 77.74% of the initial level) or above the upper barrier (expected to be between 118.97% and 122.26% of the
initial level), the payment at maturity that we will deliver at maturity if a barrier event has not occurred will be limited to between 100%, on the lower end of the range, and between 118.97% and 122.26%, on the higher end of the range
(representing a return of between 0%, on the lower end of the range, and between 18.97% and 22.26%, on the higher end of the range) for each $1,000 principal amount. As a result, you would not benefit from a final level on the valuation date (or a
closing level of the reference asset on any other trading day during the measurement period) that is above the upper barrier or below the lower barrier. In fact, a final level on the valuation date (or a closing level of the reference asset on any
other trading day during the measurement period) that is above the upper barrier or below the lower barrier will cause the payment at maturity that we will deliver at maturity to be limited to the $1,000 principal amount (representing a return of
0.00%). Any payment on your notes is subject to the creditworthiness of the Bank.
The stated payout applies only at maturity
You should be willing to hold your notes to maturity. If you are able to sell your notes prior to maturity in the secondary market, the price you receive will likely not reflect the
full economic value of the notes, and you may have to sell them at a loss relative to your initial investment even if the level of the reference asset at such time performs favorably to you. You may receive the stated payout only if you hold your
notes to maturity.
The notes differ from conventional debt instruments
The notes are not conventional notes or debt instruments. The notes do not provide you with interest payments prior to maturity as a conventional fixed-rate or floating-rate debt
security with the same maturity would. The return that you will receive on the notes may be less than the return you could earn on other investments. Even if your return is positive, your return may be less than the return you would earn if you
bought a conventional senior interest bearing debt security of the Bank.
The return on your Notes may change significantly despite only a small change in the level of the reference asset
Your ability to participate in any change in the level of the reference asset over the life of your notes will be limited and the return on your notes may change significantly
despite only a small change in the level of the reference asset. If a barrier event occurs and the final level is greater than the initial level, your payment at maturity will be limited to the principal amount no matter how much the final level may
increase above the initial level. This means that, assuming an upper barrier of 118.97% of the initial level, while an increase in the level of the reference asset of 18.97% will not cause a barrier event to occur, an increase of greater than 18.97%
will cause a barrier event to occur and your return on the notes will be 0%. Accordingly, if a barrier event occurs and the percentage change is positive, the amount payable for each of your notes will be significantly less than it would have been
had you invested directly in the reference asset constituent stocks.
Similarly, if a barrier event occurs and the final level is less than the initial level, your payment at maturity will be limited to the principal amount and you will not receive
the benefit of the absolute percentage change. This means that, assuming a lower barrier of 81.03% of the initial level, while a decrease in the level of the reference asset of 18.97% will not cause a barrier event to occur, a decrease of greater
than 18.97% will cause a barrier event to occur and your return on the notes will be 0%. Accordingly, if a barrier event occurs and the percentage change is negative, you will not receive the benefit of the absolute percentage change.
No interest
The notes will not bear interest and, accordingly, you will not receive any interest payments on the notes.
Your investment is subject to the credit risk of The Bank of Nova Scotia
The notes are senior unsecured debt obligations of the Bank, and are not, either directly or indirectly, an obligation of any third party. As further described in the accompanying
prospectus, accompanying prospectus supplement and accompanying product prospectus supplement, the notes will rank on par with all of the other unsecured and unsubordinated debt obligations of the Bank, except such obligations as may be preferred by
operation of law. Any payment to be made on the notes, including the payment at maturity, depends on the ability of the Bank to satisfy its obligations as they come due. As a result, the actual and perceived creditworthiness of the Bank may affect
the market value of the notes and, in the event the Bank were to default on its obligations, you may not receive the amounts owed to you under the terms of the notes. If you sell the notes prior to maturity, you may receive substantially less than
the principal amount of your notes.
There are potential conflicts of interest between you and the calculation agent
Scotia Capital Inc., the calculation agent, is one of our affiliates. In performing its duties, the economic interests of the calculation agent are potentially adverse to your
interests as an investor in the notes. The calculation agent is under no obligation to consider your interests as a holder of the notes in taking any actions that might affect the level of the reference asset and the value of, and amount payable on,
the notes.
Investors should investigate the reference asset and the reference asset constituent stocks as if making a hypothetical direct investment in the reference asset
constituent stocks
Investors should conduct their own diligence of the reference asset and reference asset constituent stocks as an investor would if it were making a hypothetical direct investment in
the reference asset constituent stocks. Neither we nor any of our affiliates have participated in the preparation of any publicly available information or made any “due diligence” investigation or inquiry with respect to the reference asset or the
reference asset constituent stocks. Furthermore, we cannot give any assurance that all events occurring prior to the original issue date have been properly disclosed. Subsequent disclosure of any such events or the disclosure or failure to disclose
material future events concerning the reference asset or the reference asset constituent stocks could affect the payment at maturity. Investors should not conclude that the sale by the Bank of the notes is any form of investment recommendation by the
Bank or any of its affiliates to invest in securities linked to the performance of the reference asset or the reference asset constituent stocks.
The notes are subject to market risk
The return on the notes is directly linked to the performance of the reference asset and indirectly linked to the performance of the reference asset constituent stocks, and whether
a barrier event has occurred or, if not, the extent to which the percentage change is positive or negative. The level of the reference asset can rise or fall sharply due to factors specific to the reference asset constituent stocks, as well as
general market factors, such as general market volatility and levels, interest rates and economic and political conditions.
If the levels of the reference asset or the reference asset constituent stocks change, the market value of your notes may not change in the same manner
Your notes may trade quite differently from the performance of the reference asset or the reference asset constituent stocks. Changes in the levels of the reference asset or the
reference asset constituent stocks may not result in a comparable change in the market value of your notes. We discuss some of the reasons for this disparity under “—The price at which the notes may be sold prior to maturity will depend on whether a
barrier event has occurred and a number of other factors and may be substantially less than the amount for which they were originally purchased” below.
Holding the notes is not the same as holding the reference asset constituent stocks and the absolute return feature is not the same as taking a short position
directly in the reference asset constituent stocks
Holding the notes is not the same as holding the reference asset constituent stocks. As a holder of the notes, you will not be entitled to the voting rights or rights to receive
dividends or other distributions or other rights that holders of the reference asset constituent stocks would have. Further, the return on your notes may not reflect the return you would realize if you actually owned the reference asset constituent
stocks. For instance, if the level of the reference asset appreciates and a barrier event occurs during the measurement period, you will receive a 0.00% return and will not benefit from any appreciation of the level of the reference asset and, if a
barrier event has not occurred during the measurement period, assuming an upper barrier of 118.97% of the initial level, you will not benefit from any appreciation in excess of 18.97%, as discussed further under “—The potential for the value of your
notes to increase will be limited” above. Similarly, if the level of the reference asset declines and a barrier event occurs, you will receive a 0.00% return and will not benefit from any decline in the level of the reference asset and, if a barrier
event has not occurred, assuming a lower barrier of 81.03% of the initial level, you will not benefit from any decline in excess of 18.97%, as discussed further under “—The potential for the value of your notes to increase will be limited” above.
Additionally, if you actually took a short position in a reference asset constituent stock, you would be required to pay dividend payments (if any) to the entity that lends you the reference asset constituent stock for your short sale and you would
receive certain interest payments (the short interest rebate) from the lender.
There is no assurance that the investment view implicit in the notes will be successful
It is impossible to predict with certainty whether and the extent to which the level of the reference asset will rise or fall. There can be no assurance that a barrier event will
not occur or the reference asset will otherwise perform favorably to you. The level of the reference asset may be influenced by complex and interrelated political, economic, financial and other factors that affect the levels of the reference asset
constituent stocks. You should be willing to accept the risks of the price performance of equity securities in general and the reference asset constituent stocks in particular.
Furthermore, we cannot give you any assurance that the future performance of the reference asset or the reference asset constituent stocks will result in your receiving an amount greater than or equal
to the principal amount of your notes. See “Information Regarding The Reference Asset” in this pricing supplement for further information regarding the historical performance of the reference asset.
There is no assurance as to the performance of the reference asset or the reference asset constituent stocks; past performance of the reference asset or the reference asset
constituent stocks should not be taken as an indication of the future performance of the reference asset or the reference asset constituent stocks
The notes are linked directly to the level of the reference asset and indirectly to the levels of the reference asset constituent stocks, which are speculative and involve a high degree of risk
.
None of the Bank, the calculation agent or GS&Co., or any of our or their respective affiliates gives any assurance as to the performance of the reference asset or the reference asset constituent stocks
.
Investors should not conclude that the sale by the Bank of the notes is an investment recommendation by it or by any of the other entities mentioned above to invest in securities linked to the performance of
the reference asset or the reference asset constituent stocks
.
Investors should consult with their own financial advisors as to whether an investment in the notes is appropriate for them
.
Past performance of the reference asset and the reference asset constituent stocks should not be taken as a guarantee or assurance of the future performance of the reference asset or the reference asset
constituent stocks, and it is impossible to predict whether the level of the reference asset or the reference asset constituent stocks will rise or fall during the term of the notes.
The reference asset reflects price return only and not total return
The return on your notes is based on the performance of the reference asset, which reflects the changes in the market prices of the reference asset constituent stocks. It is not, however, linked to a
‘‘total return’’ index or strategy, which, in addition to reflecting those price returns, would also reflect dividends paid on the reference asset constituent stocks. The return on your notes will not include such a total return feature or dividend
component.
We may sell an additional aggregate principal amount of the notes at a different issue price
We may decide to sell an additional aggregate principal amount of the notes subsequent to the date of this pricing supplement. The issue price of the notes in the subsequent sale may differ
substantially (higher or lower) from the original issue price you paid as provided on the cover of this pricing supplement.
Changes affecting the reference asset could have an adverse effect on the value of the notes
The policies of S&P Dow Jones Indices LLC, the sponsor of the reference asset, concerning additions, deletions and substitutions of the reference asset constituent stocks and the manner in which
the sponsor takes account of certain changes affecting those reference asset constituent stocks may adversely affect the level of the reference asset. The policies of the sponsor with respect to the calculation of the reference asset could also
adversely affect the level of the reference asset. The sponsor may discontinue or suspend calculation or dissemination of the reference asset. Any such actions could have a material adverse effect on the value of the notes.
The Bank cannot control actions by the sponsor and the sponsor has no obligation to consider your interests
The Bank and its affiliates are not affiliated with the sponsor and have no ability to control or predict its actions,
including any errors in or discontinuation
of public disclosure regarding methods or policies relating to the calculation of the
reference asset. The sponsor is not involved in the notes offering in any way and has no obligation to consider your
interest as an owner of the notes in taking any actions that might negatively affect the market value of your notes.
If you purchase your notes at a premium to the principal amount, the return on your investment will be lower than the return on notes purchased at the principal amount and the impact
of certain key terms of the notes will be negatively affected
The payment at maturity will not be adjusted based on the original issue price you pay for the notes. If you purchase notes at a price that differs from the principal amount of the notes, then the
return on your investment in such notes held to the maturity date will differ from, and may be substantially less than, the return on notes purchased at the principal amount. If you purchase your notes at a premium to the principal amount and hold
them to the maturity date, the return on your investment in the notes will be lower than it would have been had you purchased the notes at the principal amount or a discount to the principal amount.
The price at which the notes may be sold prior to maturity will depend on whether a barrier event has occurred and a number of other factors, and may be substantially less than the
amount for which they were originally purchased
The price at which the notes may be sold prior to maturity will depend on whether a barrier event has occurred and a number of other factors. Some of these other factors include, but are not limited
to: (i) actual or anticipated changes in the level of the reference asset over the full term of the notes, (ii) volatility of the level of the reference asset and the market’s perception of future volatility of the level of the reference asset, (iii)
changes in interest rates generally, (iv) any actual or anticipated changes in our credit ratings or credit spreads and (v) time remaining to maturity. In particular, because the provisions of the notes relating to the payment at maturity behave like
options, the value of the notes will vary in ways which are non-linear and may not be intuitive.
Depending on whether a barrier event has occurred and the actual or anticipated level of the reference asset and other relevant factors, the market value of the notes may decrease and you may receive
substantially less than 100% of the issue price if you sell your notes prior to maturity.
See “Additional Risk Factors Specific to the Notes—The Market Value of Your Notes May Be Influenced by Many Unpredictable Factors” beginning on page PS-7 of the accompanying product prospectus
supplement.
The notes lack liquidity
The notes will not be listed on any securities exchange or automated quotation system. Therefore, there may be little or no secondary market for the notes. SCUSA and any other affiliates of the Bank
and GS&Co. may, but are not obligated to, make a market in the notes. Even if there is a secondary market, it may not provide enough liquidity to allow you to trade or sell the notes easily. Because we do not expect that other broker-dealers will
participate significantly in the secondary market for the notes, the price at which you may be able to trade your notes is likely to depend on the price, if any, at which SCUSA and GS&Co. are willing to purchase the notes from you. If at any time
SCUSA and GS&Co. were not to make a market in the notes, it is likely that there would be no secondary market for the notes. Accordingly, you should be willing to hold your notes to maturity.
Hedging activities by the Bank and GS&Co. may negatively impact investors in the notes and cause our respective interests and those of our clients and counterparties to be
contrary to those of investors in the notes
The Bank, GS&Co. or one or more of our or their respective affiliates has hedged or expects to hedge the obligations under the notes by purchasing futures and/or other instruments linked to the
reference asset. The Bank, GS&Co. or one or more of our or their respective affiliates also expects to adjust the hedge by, among other things, purchasing or selling any of the foregoing, and perhaps other instruments linked to the reference
asset and/or one or more of the reference asset constituent stocks, at any time and from time to time, and to unwind the hedge by selling any of the foregoing on or before the valuation date.
The Bank, GS&Co. or one or more of our or their respective affiliates may also enter into, adjust and unwind hedging transactions relating to other index- or equity-linked notes whose returns are
linked to changes in the level or price of the reference asset or the reference asset constituent stocks. Any of these hedging activities may adversely affect the level of the reference asset—directly or indirectly by affecting the price of the
reference asset constituent stocks—and therefore the market value of the notes and the amount you will receive on the notes. Because the dealer, or an affiliate, from which you purchase notes is to conduct hedging activities for us in connection with
the notes, that dealer or affiliate may profit in connection with such hedging activities and such profit, if any, will be in addition to the compensation that the dealer, or an affiliate, receives for the sale of the notes to you. You should be
aware that the potential to earn fees in connection with hedging activities may create a further incentive for the dealer to sell the notes to you in addition to the compensation they would receive for the sale of the notes. In addition, you should
expect that these transactions will cause the Bank, GS&Co. or our or their respective affiliates, or our or their respective clients or counterparties, to have economic interests and incentives that do not align with, and that may be directly
contrary to, those of an investor in the notes. The Bank, GS&Co. or our or their respective affiliates will have no obligation to take, refrain from taking or cease taking any action with respect to these transactions based on the potential
effect on an investor in the notes, and may receive substantial returns with respect to these hedging activities while the value of the notes may decline.
The Bank, SCUSA, GS&Co. and our or their respective affiliates regularly provide services to, or otherwise have business relationships with, a broad client base, which has
included and may include us and the issuers of the reference asset constituent stocks and the market activities by the Bank, GS&Co. or our or their respective affiliates for our or their own respective accounts or for our or their respective
clients could negatively impact investors in the notes
We, GS&Co. and our or their respective affiliates regularly provide a wide range of financial services, including financial advisory, investment advisory and transactional services to a substantial
and diversified client base. As such, we each may act as an investor, investment banker, research provider, investment manager, investment advisor, market maker, trader, prime broker or lender. In those and other capacities, we, GS&Co. and/or our
or their respective affiliates purchase, sell or hold a broad array of investments, actively trade securities (including the notes or other securities that we have issued), the reference asset constituent stocks, derivatives, loans, credit default
swaps, indices, baskets and other financial instruments and products for our or their own respective accounts or for the accounts of our or their respective customers, and we will have other direct or indirect interests, in those securities and in
other markets that may not be consistent with your interests and may adversely affect the level of the reference asset and/or the value of the notes. You should assume that we or they will, at present or in the future, provide such services or
otherwise engage in transactions with, among others, us and the issuers of the reference asset constituent stocks, or transact in securities or instruments or with parties that are directly or indirectly related to these entities. These services
could include making loans to or equity investments in those companies, providing financial advisory or other investment banking services, or issuing research reports. Any of these financial market activities may, individually or in the aggregate,
have an adverse effect on the level of the reference asset and the market for your notes, and you should expect that our interests and those of GS&Co. and/or our or their respective affiliates, clients or counterparties, will at times be adverse
to those of investors in the notes.
You should expect that we, GS&Co., and our or their respective affiliates, in providing these services, engaging in such transactions, or acting for our or their own respective accounts, may take
actions that have direct or indirect effects on the notes or other securities that we may issue, the reference asset constituent stocks or other securities or instruments similar to or linked to the foregoing, and that such actions could be adverse
to the interests of investors in the notes. In addition, in connection with these activities, certain personnel within us, GS&Co. or our or their respective affiliates may have access to confidential material non-public information about these
parties that would not be disclosed to investors in the notes.
We, GS&Co. and our or their respective affiliates regularly offer a wide array of securities, financial instruments and other products into the marketplace, including existing or new products that
are similar to the notes or other securities that we may issue, the reference asset constituent stocks or other securities or instruments similar to or linked to the foregoing. Investors in the notes should expect that the Bank, GS&Co. and our or
their respective affiliates offer securities, financial instruments, and other products that may compete with the notes for liquidity or otherwise.
Other investors in the notes may not have the same interests as you
The interests of other investors may, in some circumstances, be adverse to your interests. Other investors may make requests or recommendations to us, SCUSA or GS&Co., or our or their respective
affiliates, regarding the establishment of transactions on terms that are adverse to your interests, and investors in the notes are not required to take into account the interests of any other investor in exercising remedies, voting or other rights
in their capacity as noteholders. Further, other investors may enter into market transactions with respect to the notes, assets that are the same or similar to the notes, assets referenced by the notes (such as stocks or stock indices) or other
similar assets or securities which may adversely
impact the market for or value of your notes. For example, an investor could take a short position (directly or indirectly through derivative transactions) in respect of securities similar to your
notes or in respect of the reference asset.
The calculation agent can postpone the valuation date for the notes if a market disruption event with respect to the reference asset occurs
If the calculation agent determines, in its sole discretion, that, on a day that would otherwise be the valuation date, a market disruption event with respect to the reference asset has occurred or is
continuing for the reference asset, the valuation date will be postponed until the first following trading day on which no market disruption event occurs or is continuing, although the valuation date will not be postponed by more than seven scheduled
trading days. Moreover, if the valuation date is postponed to the last possible day, but a market disruption event occurs or is continuing on that day, that day will nevertheless be the valuation date, and the calculation agent will determine the
applicable final level that must be used to determine the payment at maturity. See “General Terms of the Notes—Unavailability of the Level of the Reference Asset on a Valuation Date” beginning on page PS-19 and “General Terms of the Notes—Market
Disruption Events” beginning on page PS-20 in the accompanying product prospectus supplement.
There is no affiliation between the issuers of any reference asset constituent stock or the sponsor and us, SCUSA or, except to the extent its parent’s common stock is included in
the reference asset, GS&Co.
The Bank, SCUSA, GS&Co. and our or their respective affiliates may currently, or from time to time in the future, engage in business with the issuers of the reference asset constituent stocks or
the sponsor. None of the Bank, SCUSA or any of our other affiliates, or GS&Co. or its affiliates except to the extent their parent’s common stock is included in the reference asset, is affiliated with the issuer of any reference asset constituent
stock or the sponsor, or have participated in the preparation of any publicly available information or made any “due diligence” investigation or inquiry with respect to the reference asset or the reference asset constituent stocks. Before investing
in the notes, you should make your own investigation into the reference asset and the issuers of the reference asset constituent stocks. See the section below entitled “Information Regarding the Reference Asset” in this pricing supplement for
additional information about the reference asset.
Uncertain tax treatment
Significant aspects of the tax treatment of the notes are uncertain. You should consult your tax advisor about your tax situation. See “Certain Canadian Income Tax Consequences” and “Material U.S.
Federal Income Tax Considerations” in this pricing supplement.
INFORMATION REGARDING THE REFERENCE ASSET
The S&P 500
®
Index (“SPX”)
The S&P 500
®
Index includes a representative sample of 500 companies in leading industries of the U.S. economy. The 500 companies are not the 500 largest companies listed
on the New York Stock Exchange (“NYSE”) and not all 500 companies are listed on the NYSE. S&P Dow Jones Indices LLC (“S&P” or the “sponsor”) chooses companies for inclusion in the S&P 500
®
Index with an aim of achieving a
distribution by broad industry groupings that approximates the distribution of these groupings in the common stock population of the U.S. equity market. Although the S&P 500
®
Index contains 500 constituent companies, at any one time it
may contain greater than 500 constituent trading lines since some companies included in the S&P 500
®
Index prior to July 31, 2017 may be represented by multiple share class lines in the index. The S&P 500
®
Index is
calculated, maintained and published by S&P and is part of the S&P Dow Jones Indices family of indices. Additional information is available on the following websites: us.spindices.com/indices/equity/sp-500 and spdji.com/. We are not
incorporating by reference the websites or any material they include in this pricing supplement or any document incorporated herein by reference.
S&P intends for the S&P 500
®
Index to provide a performance benchmark for the large-cap
U.S. equity markets. Constituent changes are made on an as-needed basis and there is no schedule for constituent reviews. Constituent changes are generally announced one to five business days prior to the change. Relevant criteria for additions to
the S&P 500
®
Index that are employed by S&P include: the company proposed for addition should have an unadjusted company market capitalization of $8.2 billion or more
(for spin-offs, eligibility is determined using when-issued prices, if available); using composite pricing and volume, the ratio of annual dollar value traded in the proposed constituent to float-adjusted market capitalization of that company
should be 1.00 or greater and the stock should trade a minimum of 250,000 shares in each of the six months leading up to the evaluation date; the company must be a U.S. company (characterized as a Form 10-K filer, with its U.S. portion of fixed
assets and revenues constituting a plurality of the total and with a primary listing of the common stock on the NYSE, NYSE Arca, NYSE American (formerly NYSE) MKT, NASDAQ Global Select Market, NASDAQ Select Market, NASDAQ Capital Market, Bats BZX,
Bats BYX, Bats EDGA, Bats EDGX or IEX (each, an “eligible exchange”)); the proposed constituent has a public float of 50% or more of its stock; the inclusion of the company will contribute to sector balance in the index relative to sector balance
in the market in the relevant market capitalization range; financial viability (the sum of the most recent four consecutive quarters’ Generally Accepted Accounting Principles earnings (net income excluding discontinued operations) should be
positive as should the most recent quarter); and, for initial public offerings,
the company must be traded on an eligible exchange for at least twelve months. In addition, constituents of the S&P MidCap 400
®
Index and the
S&P SmallCap 600
®
Index can be added to the S&P 500
®
Index without meeting the financial viability, public float and/or liquidity eligibility criteria if the S&P Index Committee decides that such an addition will
enhance the representativeness of the S&P 500
®
Index as a market benchmark
. Certain types of organization structures and securities are always excluded, including business development companies, limited
partnerships, master limited partnerships, limited liability companies, OTC bulletin board issues, closed-end funds, exchange-traded funds, exchange-traded notes, royalty trusts, tracking stocks, preferred stock and convertible preferred stock,
unit trusts, equity warrants, convertible bonds, investment trusts, rights and American depositary receipts. Stocks are deleted from the S&P 500
®
Index when they are
involved in mergers, acquisitions or significant restructurings such that they no longer meet the inclusion criteria, and when they substantially violate one or more of the addition criteria. Stocks that are delisted or moved to the pink sheets or
the bulletin board are removed, and those that experience a trading halt may be retained or removed in S&P’s discretion. S&P evaluates additions and deletions with a view to maintaining S&P 500
®
Index continuity.
For constituents included in the S&P 500
®
Index prior to July 31, 2017, all
publicly listed multiple share class lines are included separately in the S&P 500
®
Index, subject to, in
the case of any such share class line, that share class line satisfying the liquidity and float criteria discussed above and subject to certain exceptions.
It is
possible that one listed share class line of a company may be included in the S&P 500
®
Index while a
second listed share class line of the same company is excluded. For companies that issue a second publicly traded share class to index share class holders, the newly issued share class line is considered for inclusion if the event is mandatory and
the market capitalization of the distributed class is not considered to be de minimis.
As of July 31, 2017, companies with multiple share class lines are no longer eligible for inclusion in the S&P 500
®
Index. Constituents of
the S&P 500
®
Index prior to July 31, 2017 with multiple share class lines will be grandfathered in and continue to be included in the S&P 500
®
Index. If an S&P 500
®
Index constituent reorganizes into a
multiple share class line structure, that company will be reviewed for continued inclusion in the S&P 500
®
Index at the discretion of the S&P Index Committee.
As of May 31, 2019, the 500 companies included in the S&P 500
®
Index were divided into eleven
Global Industry Classification Sectors. The Global Industry Classification Sectors include (with the approximate percentage currently included in such sectors indicated in parentheses): Information Technology (21.1%); Health Care (14.2%);
Financials (13.2%); Communication Services (10.4%); Consumer Discretionary (10.2%); Industrials (9.3%); Consumer Staples (7.4%); Energy (4.9%); Utilities (3.4%); Real Estate (3.2%) and Materials (2.6%)
.
(Sector designations are determined by the sponsor (and/or the sponsor of the classification system) using criteria it has selected or developed. Index sponsors may use very different standards for determining sector
designations. In addition, many companies operate in a number of sectors, but are listed in only one sector and the basis on which that sector is selected may also differ. As a result, sector comparisons between indices with different index
sponsors may reflect differences in methodology as well as actual differences in the sector composition of the indices.)
As of the close of business on September 21, 2018, S&P and MSCI Inc. updated the
Global Industry Classification Sector structure. Among other things, the update broadened the Telecommunications Services sector and renamed it the Communication Services sector. The renamed sector includes the previously existing Telecommunication
Services Industry group, as well as the Media Industry group, which was moved from the Consumer Discretionary sector and renamed the Media & Entertainment Industry group. The Media & Entertainment Industry group contains three industries:
Media, Entertainment and Interactive Media & Services. The Media industry continues to consist of the Advertising, Broadcasting, Cable & Satellite and Publishing sub-industries. The Entertainment industry contains the Movies &
Entertainment sub-industry (which includes online entertainment streaming companies in addition to companies previously classified in such industry prior to September 21, 2018) and the Interactive Home Entertainment sub-industry (which includes
companies previously classified in the Home Entertainment Software sub-industry prior to September 21, 2018 (when the Home Entertainment Software sub-industry was a sub-industry in the Information Technology sector)), as well as producers of
interactive gaming products, including mobile gaming applications). The Interactive Media & Services industry and sub-industry includes companies engaged in content and information creation or distribution through proprietary platforms, where
revenues are derived primarily through pay-per-click advertisements, and includes search engines, social media and networking platforms, online classifieds and online review companies. The Global Industry Classification Sector structure changes
were effective for the S&P 500
®
Index as of the open of business on September 24, 2018 to coincide with the September 2018 quarterly rebalancing.
Calculation of the S&P 500
®
Index
The S&P 500
®
Index is calculated using a base-weighted aggregative methodology. The value of the S&P 500
®
Index on any day for which an index value is
published is determined by a fraction, the numerator of which is the aggregate of the market price of each stock in the S&P 500
®
Index
times
the number of shares of such stock included in the
S&P 500
®
Index, and the denominator of which is the divisor, which is described more fully below. The “market value” of any index stock is the
product
of the market price per share of that
stock
times
the number of the then-outstanding shares of such index stock that are then included in the S&P 500
®
Index.
The S&P 500
®
Index is also sometimes called a “base-weighted aggregative index” because of its use of a divisor. The “divisor” is a value calculated by S&P that is
intended to maintain conformity in index values over time and is adjusted for all changes in the index stocks’ share capital after the “base date” as described below. The level of the S&P 500
®
Index reflects the total market value of
all index stocks relative to the index’s base date of 1941-43.
In addition, the S&P 500
®
Index is float-adjusted, meaning that the share counts used in calculating the S&P 500
®
Index reflect only those shares available
to investors rather than all of a company’s outstanding shares. S&P seeks to exclude shares held by certain shareholders concerned with the control of a company, a group that generally includes the following: officers and directors and related
individuals whose holdings are publicly disclosed, private equity, venture capital, special equity firms, publicly traded companies that hold shares for control in another company, strategic partners, holders of restricted shares, employee stock
ownership plans, employee and family trusts, foundations associated with the company, holders of unlisted share classes of stock, government entities at all levels (except government retirement or pension funds) and any individual person listed as a
5% or greater stakeholder in a company as reported in regulatory filings (collectively, “control holders”). To this end, S&P excludes all share-holdings (other than depositary banks, pension funds, mutual funds, exchange traded fund providers,
401(k) plans of the company, government retirement and pension funds, investment funds of insurance companies, asset managers and investment funds, independent foundations, savings plans and investment plans) with a position greater than 5% of the
outstanding shares of a company from the float-adjusted share count to be used in S&P 500
®
Index calculations.
The exclusion is accomplished by calculating an Investable Weight Factor (IWF) for each stock that is part of the numerator of the float-adjusted index fraction described above:
IWF = (available float shares)/(total shares outstanding)
where available float shares is defined as total shares outstanding less shares held by control holders. In most cases, an IWF is reported to the nearest one percentage point. For
companies with multiple share class lines, a separate IWF is calculated for each share class line.
Maintenance of the S&P 500
®
Index
In order to keep the S&P 500
®
Index comparable over time S&P engages in an index maintenance process. The S&P 500
®
Index maintenance process involves
changing the constituents as discussed above, and also involves maintaining quality assurance processes and procedures, adjusting the number of shares used to calculate the S&P 500
®
Index, monitoring and completing the adjustments for
company additions and deletions, adjusting for stock splits and stock dividends and adjusting for other corporate actions. In addition to its daily governance of indices and maintenance of the S&P 500
®
Index methodology, at least once
within any 12 month period, the S&P Index Committee reviews the S&P 500
®
Index methodology to ensure the S&P 500
®
Index continues to achieve the stated objective, and that the data and methodology remain effective.
The S&P Index Committee may at times consult with investors, market participants, security issuers included in or potentially included in the S&P 500
®
Index, or investment and financial experts.
Divisor Adjustments
The two types of adjustments primarily used by S&P are divisor adjustments and adjustments to the number of shares (including float adjustments) used to calculate the S&P 500
®
Index. Set forth below is a table of certain corporate events and their resulting effect on the divisor and the share count. If a corporate event requires an adjustment to the divisor, that event has the effect of altering the market value of the
affected index stock and consequently of altering the aggregate market value of the index stocks following the event. In order that the level of the S&P 500
®
Index not be affected by the altered market value (which could be an increase
or decrease) of the affected index stock, S&P generally derives a new divisor by dividing the post-event market value of the index stocks by the pre-event index value, which has the effect of reducing the S&P 500
®
Index’s
post-event value to the pre-event level.
Changes to the Number of Shares of a Constituent
The index maintenance process also involves tracking the changes in the number of shares included for each of the index companies. The timing of adjustments to the number
of shares depends on the type of event causing the change, and whether the change represents 5% or more of the total share count (for companies with multiple share class lines, the 5% threshold is based on each individual share class line rather
than total company shares). Changes as a result of mergers or acquisitions are implemented when the transaction occurs. At S&P’s discretion, however, de minimis merger and acquisition changes may be accumulated and implemented with the updates
made at the quarterly share updates as described below. Changes in a constituent’s total shares of 5% or more due to public offerings (which must be underwritten, have a publicly available prospectus or prospectus summary filed with the Securities
and Exchange Commission and include a public confirmation that the offering has been completed), are implemented as soon as reasonably possible. Other changes of 5% or more are made weekly and are announced on Fridays for implementation after the
close of trading on the following Friday. For changes of less than 5%, on the third Friday of the last month in each calendar quarter, S&P updates the share totals of companies in the S&P 500
®
Index as required by any changes in the number of shares outstanding. S&P implements a share/IWF freeze
beginning after the market close on the Tuesday preceding the second Friday of each quarterly rebalancing
month and ending after the market close on the third Friday
of the quarterly share count updates. During this frozen period, shares and IWFs are not changed except for certain corporate action events (merger activity,
stock splits and rights offerings.
Adjustments for Corporate Actions
There is a large range of corporate actions that may affect companies included in the S&P 500
®
Index. Certain corporate actions require S&P to recalculate the share
count or the float adjustment or to make an adjustment to the divisor to prevent the value of the S&P 500
®
Index from changing as a result of the corporate action. This helps ensure that the movement of the S&P 500
®
Index does not reflect the corporate actions of individual companies in the S&P 500
®
Index.
Spin-Offs
As a general policy, a spin-off security is added to the S&P 500
®
Index at a zero price at the market close of the day before the ex-date (with no divisor adjustment). The spin-off
security will remain in the S&P 500
®
Index if it meets all eligibility criteria. If the spin-off security is determined ineligible to remain in the S&P 500
®
Index, it will generally be removed after at least one day of
regular way trading (with a divisor adjustment). If there is a gap between the ex-date and distribution date (or payable date), or if the spin-off security does not trade regular way on the ex-date, the spin-off security is kept in the S&P 500
®
Index until the spin-off security begins trading regular way.
Several additional types of corporate actions, and their related adjustments, are listed in the table below.
|
|
Share Count Revision Required?
|
|
Divisor Adjustment Required?
|
|
|
Yes – share count is revised to reflect new count.
|
|
No – share count and price changes are off-setting
|
Change in shares outstanding (secondary issuance, share repurchase and/or share buy-back)
|
|
Yes – share count is revised to reflect new count.
|
|
Yes
|
Special dividends
|
|
No
|
|
Yes – calculation assumes that share price drops by the amount of the dividend; divisor adjustment reflects this change in index market value
|
|
|
|
|
Yes – divisor change reflects the change in market value caused by the change to an IWF
|
Company added to or deleted from the S&P 500
®
Index
|
|
No
|
|
Yes – divisor is adjusted by the net change in market value, calculated as the shares issued multiplied by the price paid
|
|
|
|
|
Yes – divisor adjustment reflects increase in market capitalization (calculation assumes that offering is fully subscribed)
|
Recalculation Policy
S&P reserves the right to recalculate and republish the S&P 500
®
Index at its discretion in the event one of the following issues has occurred: (1) incorrect or revised closing price
of one or more constituent securities; (2) missed corporate event; (3) incorrect application of corporate action or underlying index methodology; (4) late announcement of a corporate event; or (5) incorrect calculation or data entry error. The
decision to recalculate the S&P 500
®
Index is made at the discretion of the underlying index manager and/or underlying index committee, as further discussed below. The potential market impact or disruption resulting from the potential
recalculation is considered when making any such decision. In the event of an incorrect closing price, a missed corporate event or a misapplied corporate action, a late announcement of a corporate event, or an incorrect calculation or data entry
error that is discovered within two trading days of its occurrence, the underlying index manager may, at his or her discretion, recalculate the S&P 500
®
Index without involving the underlying index committee. In the event any such
event is discovered beyond the two trading day period, the underlying index committee shall decide whether the S&P 500
®
Index should be recalculated. In the event of an incorrect application of the methodology that results in the
incorrect composition and/or weighting of underlying index constituents, the underlying index committee shall determine whether or not to recalculate the S&P 500
®
Index following specified guidelines. In the event that the S&P 500
®
Index is recalculated, it shall be done within a reasonable timeframe following the detection and review of the issue.
Calculations and Pricing Disruptions
Closing levels for the S&P 500
®
Index are calculated by S&P based on the closing price of the individual constituents of the S&P 500
®
Index as set by
their primary exchange. Closing prices are received by S&P from one of its third party vendors and verified by comparing them with prices from an alternative vendor. The vendors receive the closing price from the primary exchanges. Real-time
intraday prices are calculated similarly without a second verification. Prices used for the calculation of real time underlying index values are based on the “Consolidated Tape”. The Consolidated Tape is an
aggregation of trades for each constituent over all regional exchanges and trading venues and includes the primary exchange. If there is a failure or interruption on one or more
exchanges, real-time calculations will continue as long as the “Consolidated Tape” is operational.
If an interruption is not resolved prior to the market close, official closing prices will be determined by following the hierarchy set out in NYSE Rule 123C. A notice is published on
the S&P website at spdji.com indicating any changes to the prices used in S&P 500
®
Index calculations. In extreme circumstances, S&P may decide to delay underlying index adjustments or not publish the S&P 500
®
Index. Real-time indices are not restated.
Unexpected Exchange Closures
An unexpected market/exchange closure occurs when a market/exchange fully or partially fails to open or trading is temporarily halted. This can apply to a single exchange or to a market
as a whole, when all of the primary exchanges are closed and/or not trading. Unexpected market/exchange closures are usually due to unforeseen circumstances, such as natural disasters, inclement weather, outages, or other events.
To a large degree, S&P is dependent on the exchanges to provide guidance in the event of an unexpected exchange closure. S&P’s decision making is dependent on exchange guidance
regarding pricing and mandatory corporate actions.
NYSE Rule 123C provides closing contingency procedures for determining an official closing price for listed securities if the exchange is unable to conduct a closing transaction in one
or more securities due to a system or technical issue.
3:00 PM ET is the deadline for an exchange to determine its plan of action regarding an outage scenario. As such, S&P also uses 3:00 PM ET as the cutoff.
If all major exchanges fail to open or unexpectedly halt trading intraday due to unforeseen circumstances, S&P will take the following actions:
Market Disruption Prior to Open of Trading:
(i)
If all exchanges indicate that trading
will not open for a given day, S&P will treat the day as an unscheduled market holiday. The decision will be communicated to clients as soon as possible through the normal channels. Indices containing multiple markets will be calculated as
normal, provided that at least one market is open that day. Indices which only contain closed markets will not be calculated.
(ii)
If exchanges indicate that trading,
although delayed, will open for a given day, S&P will begin underlying index calculation when the exchanges open.
Market Disruption Intraday:
(i)
If exchanges indicate that trading will
not resume for a given day, the S&P 500
®
Index level will be calculated using prices determined by the exchanges based on NYSE Rule 123C. Intraday S&P 500
®
Index values will continue to use the last traded composite
price until the primary exchange publishes official closing prices.
License Agreement
Standard & Poor's Financial Services LLC (“S&P”) and the Bank have entered into a non-exclusive license agreement providing for the license to the Bank, and certain of its
affiliates, in exchange for a fee, of the right to use the S&P 500
®
Index in connection with securities, including the notes. The S&P 500
®
Index is owned and published by S&P Dow Jones LLC (“S&P Dow Jones”), an
affiliate of S&P.
The license agreement between S&P and the Bank provides that the following language must be set forth in this pricing supplement:
The notes are not sponsored, endorsed, sold or promoted by S&P or its third party licensors. Neither S&P nor its third party licensors makes any representation or warranty,
express or implied, to the owners of the notes or any member of the public regarding the advisability of investing in securities generally or in the notes particularly or the ability of the S&P 500
®
Index to track general stock market
performance. S&P’s and its third party licensors’ only relationship to the Bank is the licensing of certain trademarks and trade names of S&P and the third party licensors and of the S&P 500
®
Index which is determined, composed
and calculated by S&P or its third party licensors without regard to the Bank or the notes. S&P and its third party licensors have no obligation to take the needs of the Bank or the owners of the notes into consideration in determining,
composing or calculating the S&P 500
®
Index. Neither S&P nor its third party licensors are responsible for and has not
participated in the determination of the prices and amount of the notes or the timing of the issuance or sale of the notes or in the determination or calculation of the equation by
which the notes are to be converted into cash. S&P has no obligation or liability in connection with the administration, marketing or trading of the notes.
NEITHER S&P, ITS AFFILIATES NOR THEIR THIRD PARTY LICENSORS GUARANTEE THE ADEQUACY, ACCURACY, TIMELINESS OR COMPLETENESS OF THE S&P 500
®
INDEX OR ANY DATA INCLUDED
THEREIN OR ANY COMMUNICATIONS (INCLUDING ELECTRONIC COMMUNICATIONS) WITH RESPECT THERETO. S&P, ITS AFFILIATES AND THEIR THIRD PARTY LICENSORS SHALL NOT BE SUBJECT TO ANY DAMAGES OR LIABILITY FOR ANY ERRORS, OMISSIONS OR DELAYS THEREIN. S&P
MAKES NO EXPRESS OR IMPLIED WARRANTIES, AND EXPRESSLY DISCLAIMS ALL WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR USE WITH RESPECT TO THE MARKS, THE INDEX OR ANY DATA INCLUDED THEREIN. WITHOUT LIMITING ANY OF THE FOREGOING, IN
NO EVENT WHATSOEVER SHALL S&P, ITS AFFILIATES OR THEIR THIRD PARTY LICENSORS BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES, INCLUDING BUT NOT LIMITED TO, LOSS OF PROFITS, TRADING LOSSES, LOST TIME OR GOODWILL,
EVEN IF THEY HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, WHETHER IN CONTRACT, TORT, STRICT LIABILITY OR OTHERWISE.
WITHOUT LIMITING ANY OF THE FOREGOING, IN NO EVENT SHALL S&P HAVE ANY LIABILITY FOR ANY SPECIAL, PUNITIVE, INDIRECT, OR CONSEQUENTIAL DAMAGES (INCLUDING LOST PROFITS), EVEN IF
NOTIFIED OF THE POSSIBILITY OF SUCH DAMAGES.
Historical Information
We obtained the information regarding the historical performance of the reference asset in the graph below from Bloomberg. The graph below illustrates the performance of the reference asset from
January 1, 2009 through June 25, 2019. The closing level of the reference asset on June 25, 2019 was 2,917.38.
We have not undertaken an independent review or due diligence of the information. The historical performance of the reference asset should not be taken as an indication of its future performance, and
no assurance can be given as to the final level of the reference asset. We cannot give you assurance that the performance of the reference asset will result in any positive return on your initial investment.
Past performance of the reference asset is not indicative of the future performance of the reference asset.
Historical Performance of the S&P 500
®
Index
CERTAIN CANADIAN INCOME TAX CONSEQUENCES
See “Supplemental Discussion of Canadian Tax Consequences” on page PS-27 of the accompanying product prospectus supplement.
MATERIAL U.S. FEDERAL INCOME TAX CONSIDERATIONS
The U.S. federal income tax consequences of your investment in the notes are uncertain. There are no statutory provisions, regulations, published rulings or judicial decisions
addressing the characterization for U.S. federal income tax purposes of securities with terms that are substantially the same as the notes. No ruling from the U.S. Internal Revenue Service (the “IRS”) has been sought as to the U.S. federal income tax
consequences of your investment in the notes, and the following discussion is not binding on the IRS. Some of these tax consequences are summarized below, but we urge you to read the more detailed discussion under “Material U.S. Federal Income Tax
Consequences” in the product prospectus supplement and to discuss the tax consequences of your particular situation with your tax advisor. This discussion is based upon the Internal Revenue Code of 1986, as amended (the “Code”), final, temporary and
proposed U.S. Treasury Department (the “Treasury”) regulations, rulings and decisions, in each case, as available and in effect as of the date hereof, all of which are subject to change, possibly with retroactive effect. Tax consequences under state,
local and non-U.S. laws are not addressed herein.
U.S. Tax Treatment
. Your notes will be treated as contingent payment debt instruments (“CPDI”) subject to taxation under the “noncontingent bond method”. If
your notes are so treated, you should generally, for each accrual period, accrue original issue discount (“OID”) equal to the product of (i) the “comparable yield” (adjusted for the length of the accrual period) and (ii) the “adjusted issue price” of
the notes at the beginning of the accrual period. This amount is ratably allocated to each day in the accrual period and is includible as ordinary interest income by a U.S. holder for each day in the accrual period on which the U.S. holder holds the
CPDI, whether or not the amount of any payment is fixed or determinable in the taxable year. Thus, the noncontingent bond method will result in recognition of income prior to the receipt of cash.
In general, the comparable yield of a CPDI is equal to the yield at which we would issue a fixed rate debt instrument with terms and conditions similar to those of the CPDI, including the level of
subordination, term, timing of payments, and general market conditions. In general, because similar fixed rate debt instruments issued by us are traded at a price that reflects a spread above a benchmark rate, the comparable yield is the sum of the
benchmark rate on the issue date and the spread.
The adjusted issue price at the beginning of each accrual period is generally equal to the issue price of the note plus the amount of OID previously includible in the gross income of the U.S. holder.
In addition to the determination of a comparable yield, the noncontingent bond method requires the construction of a projected payment schedule. The projected payment schedule includes the projected
amounts for each contingent payment to be made under the CPDI that are adjusted to produce the comparable yield. We have determined that the comparable yield for the notes is equal to [
●
]%
per annum, compounded semi-annually, with a projected payment at maturity of $[
●
] based on an investment of $1,000.
Based on this comparable yield, if you are an initial holder that holds a note until maturity and you calculate your taxes on a calendar year basis, we have determined that you
would be required to report the following amounts as ordinary interest income from the note, not taking into account any positive or negative adjustments you may be required to take into account based on actual payments on such note:
Accrual Period
|
Interest Deemed to Accrue During Accrual Period (per $1,000 Note)
|
Total Interest Deemed to Have Accrued From Original Issue Date (per $1,000 Note) as of End of Accrual Period
|
[●], 2019 through December 31, 2019
|
$[●]
|
$[●]
|
January 1, 2020 through December 31, 2020
|
$[●]
|
$[●]
|
January 1, 2021 through [●], 2021
|
$[●]
|
$[●]
|
A U.S. holder of the notes is required to use our projected payment schedule to determine its interest accruals and adjustments, unless such holder determines that our projected payment schedule is
unreasonable, in which case such holder must disclose its own projected payment schedule in connection with its U.S. federal income tax return and the reason(s) why it is not using our projected payment schedule.
Neither
the comparable yield nor the projected payment schedule constitutes a representation by us regarding the actual contingent amount(s) that we will pay on a note.
If the actual amounts of contingent payments are different from the amounts reflected in the projected payment schedule, a U.S. holder is required to make adjustments in its OID accruals under the
noncontingent bond method described above when those amounts are paid. Accordingly, an adjustment arising from the contingent payment made at maturity that is greater than the assumed amount of such payment is referred to as a “positive adjustment”;
such adjustment arising from the contingent payment at maturity that is less than the assumed amount of such payment is referred to as a “negative adjustment”. Any positive adjustment for a taxable year is treated as additional OID income of the U.S.
holder. Any net negative adjustment reduces any OID on the note for the taxable year that would otherwise accrue. Any excess is then treated as a current-year ordinary loss to the U.S. holder to the extent of OID accrued in prior years. If a barrier
event occurs during the observation period more than six months prior to the maturity date, then an adjustment, which may be positive or negative, will be required upon the occurrence of such barrier event. Subsequently, you should be required to
accrue income based on the adjusted issue price and the known amounts to be paid at maturity. You should consult your tax advisor concerning such adjustments and subsequent accruals upon the occurrence of a barrier event during the observation
period.
In general, a U.S. holder’s basis in a CPDI is increased by the projected contingent payments accrued by such holder under the projected payment schedule (as determined without regard to adjustments
made to reflect differences between actual and projected payments) and reduced by the projected amount of any contingent payments previously made. Gain on the taxable disposition of a CPDI generally is treated as ordinary income. Loss, on the other
hand, is treated as ordinary loss only to the extent of the U.S. holder’s prior net OID inclusions (i.e., reduced by the total net negative adjustments previously allowed to the U.S. holder as an ordinary loss) and capital loss to the extent in
excess thereof. However, the deductibility of a capital loss realized on the taxable disposition of a note is subject to limitations. Under the rules governing CPDI, special rules would apply to a person who purchases notes at a price other than the
adjusted issue price as determined for tax purposes.
A U.S. holder that purchases a note for an amount other than the public offering price of the note will be required to adjust its OID inclusions to account for the difference. These adjustments will
affect the U.S. holder’s basis in the note. Reports to U.S. holders may not include these adjustments. U.S. holders that purchase notes at other than the public offering price should consult their tax advisor regarding these adjustments.
Prospective investors should consult their tax advisor with respect to the application of the CPDI provisions to the notes.
Based on certain factual representations received from us, our special U.S. tax counsel, Cadwalader, Wickersham & Taft LLP, is of the opinion that your notes should be treated in
the manner described above.
Alternative Characterizations
. However, because there is no authority that specifically addresses the tax treatment of the notes, it is possible that your notes
could alternatively be treated pursuant to some other characterization, such that the timing and character of your income from the notes could differ materially and adversely from the treatment described above. In particular, the IRS might assert
that the notes should be treated as deemed to be redeemed and reissued on any rebalancing of the reference asset or rollover of, or change to, the reference asset constituent stocks.
Medicare Tax on Net Investment Income.
U.S. holders that are individuals, estates or certain trusts are subject to an additional 3.8% tax on all or a portion of
their “net investment income,” or “undistributed net investment income” in the case of an estate or trust, which may include any income or gain with respect to the notes, to the extent of their net investment income or undistributed net investment
income (as the case may be) that, when added to their other modified adjusted gross income, exceeds $200,000 for an unmarried individual, $250,000 for a married taxpayer filing a joint return (or a surviving spouse), $125,000 for a married individual
filing a separate return or the dollar amount at which the highest tax bracket begins for an estate or trust. The 3.8% Medicare tax is determined in a different manner than the regular income tax. U.S. holders should consult their tax advisors as to
the consequences of the 3.8% Medicare tax.
Specified Foreign Financial Assets.
U.S. holders may be subject to reporting obligations with respect to their notes if they do not hold their notes in an
account maintained by a financial institution and the aggregate value of their notes and certain other “specified foreign financial assets” (applying certain attribution rules) exceeds an applicable threshold. Significant penalties can apply if a
U.S. holder is required to disclose its notes and fails to do so.
Non-U.S. Holders.
If you are a non-U.S. holder, subject to Section 871(m) of the Code and FATCA, discussed below, you should generally not be subject to U.S.
withholding tax with respect to payments on your notes or to generally applicable information reporting and backup withholding requirements with respect to payments on your notes if you comply with certain certification and identification
requirements as to your non-U.S. status including providing us (and/or the applicable withholding agent) a properly executed and fully completed applicable IRS Form W-8. Subject to Section 871(m) of the Code, as discussed below, gain from taxable
disposition of the notes generally will not be subject to U.S. tax unless (i) such gain is effectively connected with a trade or business conducted by you in the U.S., (ii) you are a non-resident alien individual and are present in the U.S. for 183
days or more during the taxable year of such taxable disposition and certain other conditions are satisfied or (iii) you have certain other present or former connections with the U.S.
Section 871 (m).
A 30% withholding tax (which may be reduced by an applicable income tax treaty) is imposed under Section 871(m) of the Code on certain
“dividend equivalents” paid or deemed paid to a non-U.S. holder with respect to a “specified equity-linked instrument” that references one or more dividend-paying U.S. equity securities or indices containing U.S. equity securities. The withholding
tax can apply even if the instrument does not provide for payments that reference dividends. Treasury regulations provide that the withholding tax applies to all dividend equivalents paid or deemed paid on specified equity-linked instruments that
have a delta of one (“delta-one specified equity-linked instruments”) issued after 2016 and to all dividend equivalents paid or deemed paid on all other specified equity-linked instruments issued after 2018. However, the IRS has issued guidance that
states that the Treasury and the IRS intend to amend the effective dates of the Treasury regulations to provide that withholding on dividend equivalents paid or deemed paid will not apply to specified equity-linked instruments that are not delta-one
specified equity-linked instruments and are issued before January 1, 2021.
Based on our determination that the notes are not “delta-one” with respect to the reference asset or any U.S. reference asset constituent stocks, our special U.S. tax counsel is of the opinion that the
notes should not be delta-one specified equity-linked instruments and thus should not be subject to withholding on dividend equivalents. Our determination is not binding on the IRS, and the IRS may disagree with this determination. Furthermore, the
application of Section 871(m) of the Code will depend on our determinations made upon issuance of the notes. If withholding is required, we will not make payments of any additional amounts.
Nevertheless, after issuance, it is possible that your notes could be deemed to be reissued for tax purposes upon the occurrence of certain events affecting the reference asset, any U.S. reference
asset constituent stocks or your notes, and following such occurrence your notes could be treated as delta-one specified equity-linked instruments that are subject to withholding on dividend equivalents. It is also possible that withholding tax or
other tax under Section 871(m) of the Code could apply to the notes under these rules if you enter, or have entered, into certain other transactions in respect of the reference asset, any U.S. reference asset constituent stocks or the notes. If you
enter, or have entered, into other transactions in respect of the reference asset, any U.S. reference asset constituent stocks or the notes, you should consult your tax advisor regarding the application of Section 871(m) of the Code to your notes in
the context of your other transactions.
Because of the uncertainty regarding the application of the 30% withholding tax on dividend equivalents to the notes, you are urged to consult your tax advisor regarding the
potential application of Section 871(m) of the Code and the 30% withholding tax to an investment in the notes.
U.S. Federal Estate Tax Treatment of Non-U.S. Holders.
A note may be subject to U.S. federal estate tax if an individual non-U.S. holder holds the note at the
time of his or her death. The gross estate of a non-U.S. holder domiciled outside the U.S. includes only property situated in the U.S. Individual non-U.S. holders should consult their tax advisors regarding the U.S. federal estate tax consequences of
holding the notes at death.
FATCA.
The Foreign Account Tax Compliance Act (“FATCA”) was enacted on March 18, 2010, and imposes a 30% U.S. withholding tax on “withholdable payments” (i.e.,
certain U.S.-source payments, including interest (and original issue discount), dividends, other fixed or determinable annual or periodical gain, profits, and income, and on the gross proceeds from a disposition of property of a type which can
produce U.S.-source interest or dividends) and “passthru payments”
(i.e., certain payments attributable to withholdable payments) made to certain foreign financial institutions (and certain of their affiliates) unless the payee foreign financial institution agrees (or
is required), among other things, to disclose the identity of any U.S. individual with an account at the institution (or the relevant affiliate) and to annually report certain information about such account. FATCA also requires withholding agents
making withholdable payments to certain foreign entities that do not disclose the name, address, and taxpayer identification number of any substantial U.S. owners (or do not certify that they do not have any substantial U.S. owners) to withhold tax
at a rate of 30%. Under certain circumstances, a holder may be eligible for refunds or credits of such taxes.
Pursuant to final and temporary Treasury regulations and other IRS guidance, the withholding and reporting requirements under FATCA will generally apply to certain “withholdable payments”, will not
apply to gross proceeds on a sale or disposition, and will apply to certain foreign passthru payments only to the extent that such payments are made after the date that is two years after final regulations defining the term “foreign passthru payment”
are published. If withholding is required, we (or the applicable paying agent) will not be required to pay additional amounts with respect to the amounts so withheld. Foreign financial institutions and non-financial foreign entities located in
jurisdictions that have an intergovernmental agreement with the U.S. governing FATCA may be subject to different rules.
Investors should consult their own advisors about the application of FATCA, in particular if they may be classified as financial institutions (or if they hold their notes through a foreign entity)
under the FATCA rules.
As mentioned above, alternative characterizations of the notes for U.S. federal income tax purposes are possible. Should an alternative characterization of the notes cause payments with respect to the
notes to become subject to withholding tax, we (and/or the applicable withholding agent) will withhold tax at the applicable statutory rate and we will not make payments of any additional amounts.
Both U.S. and non-U.S. holders should consult their tax advisors regarding the U.S. federal income tax consequences of an investment in the notes, as well as any tax consequences
arising under the laws of any state, local or non-U.S. taxing jurisdiction (including that of the Bank).