RBC Closes Offering of SEC-Registered Covered Bonds

Royal Bank of Canada (“RBC”) completed an offering of covered bonds registered with the U.S. Securities and Exchange Commission (the “SEC”). The offering was the first offering of covered bonds ever to be registered with the SEC. The 5-year US$2.5 billion principal amount covered bonds were issued with a AAA rating and a coupon of 1.2 per cent. Issued in con-nection with the RBC global covered bond programme, the addition of the SEC registered covered bonds allowed the bank to offer US dollar covered bonds to retail investors in the United States, rather than being limited to the private placement market and is ex-pected to pave the way for SEC registered issues by other issuers. The joint book-running managers for the offering were RBC Capital Markets, Morgan Stanley and RBS Securities, with TD Securities (USA) acting as joint lead manager.

RBC was represented by Erin Dion, Senior Counsel, and Joseph Hillier, Counsel, with RBC Law Group, and advised on Canadian and English law matters by Norton Rose, lead counsel for RBC's global covered bond programme, with a team co-led by Andrew Fleming and Eric Reither that included Peter Noble, Susan Mann, Matthew Lippa, Alain Ricard and David Kolesar (corporate finance and securities); Adrienne Oliver and Glenn Hines (tax) and Dean Naumowicz and Dominic Phillips (derivatives).

RBC was advised on US law matters by Morrison & Foerster LLP, with a team led by Jerry Marlatt that included Melissa Beck and Marissa Golden and by Sullivan & Cromwell LLP. The Sullivan & Cromwell team was led by Donald Crawshaw and included Katherine McGavin.

The dealers were advised by McCarthy Tétrault LLP on Canadian law matters with a team led by Marc MacMullin that included Gabrielle Richards, Candace Pallone and Jo-Anna Brimmer, on US law matters by Allen & Overy LLP with a team led by Lawton Camp that included Nicola Rogers and by Davis Polk & Wardwell. The Davis Polk team was led by Luigi De Ghenghi and included Ryan Mitteness.