FWP

Filed Pursuant to Rule 433

Registration Statement No. 333-228614

Dated February 6, 2019

The Bank of Nova Scotia

US$1,250,000,000 3.400% SENIOR NOTES DUE 2024 (Bail-inable notes)

 

 

 

Issuer:    The Bank of Nova Scotia (the “Bank”)
Title of Securities:    3.400% Senior Notes due 2024 (the “Notes”)
Issuer Ratings:*    A2 / A+ / AA- (Moody’s / S&P / Fitch)
Expected Security Ratings:*    A2 / A- / AA- (Moody’s / S&P / Fitch)
Principal Amount:    US$1,250,000,000
Maturity Date:    February 11, 2024
Price to Public:    99.909%, plus accrued interest, if any, from February 11, 2019
Underwriters’ Fee:    0.350%
Net Proceeds to the Bank After Underwriters’ Fee and Before Expenses:    US$1,244,487,500
Coupon (Interest Rate):    3.400%
Re-offer Yield:    3.420%
Spread to Benchmark Treasury:    T +92 basis points
Benchmark Treasury:    UST 2.500% due January 31, 2024
Benchmark Treasury Yield:    2.500%
Interest Payment Dates:    February 11 and August 11 of each year, commencing on August 11, 2019
Day Count / Business Day Convention:    30/360; Following, Unadjusted
Canadian Bail-in Powers Acknowledgment:    Yes. The Notes are subject to bail-in conversion under the Canadian bail-in regime.
Trade Date:    February 6, 2019
Settlement Date:    February 11, 2019 (T+3)
CUSIP / ISIN:    064159 MK9 / US064159MK98

Underwriters:

  

 

Underwriter

   Principal Amount of
Notes due 2024 to
Be Purchased
 

Scotia Capital (USA) Inc.

   US$ 312,500,000  

Goldman Sachs & Co. LLC

     225,000,000  

Merrill Lynch, Pierce, Fenner & Smith
                  Incorporated

     225,000,000  

Morgan Stanley & Co. LLC

     225,000,000  

UBS Securities LLC

     225,000,000  

Barclays Capital Inc.

     12,500,000  

Citigroup Global Markets Inc.

     12,500,000  

J.P. Morgan Securities LLC

     12,500,000  
  

 

 

 

Total

   US$ 1,250,000,000  
  

 

 

 


* Note: A rating is not a recommendation to buy, sell or hold securities and may be subject to revision or withdrawal at any time. Each of the ratings above should be evaluated independently of any other rating.

 

 

No PRIIPs KID. Not for retail investors in the EEA.

 

 

The Notes are bail-inable debt securities (as defined in the Prospectus) and subject to conversion in whole or in part – by means of a transaction or series of transactions and in one or more steps – into common shares of the Bank or any of its affiliates under subsection 39.2(2.3) of the Canada Deposit Insurance Corporation Act (Canada) (the “CDIC Act”) and to variation or extinguishment in consequence, and subject to the application of the laws of the Province of Ontario and the federal laws of Canada applicable therein in respect of the operation of the CDIC Act with respect to the Notes.

 

 

We expect that delivery of the Notes will be made against payment therefor on or about the third Business Day following the Trade Date (this settlement cycle being referred to as “T+3”). 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 the Trade Date will be required, by virtue of the fact that each Note initially will settle in three Business Days (T+3), to specify alternative settlement arrangements to prevent a failed settlement.

 

 

The Bank has filed a registration statement (File No. 333-228614) (including a base shelf prospectus dated December 26, 2018) and a preliminary prospectus supplement dated February 6, 2019 (including the base shelf prospectus, the “Prospectus”) with the Securities and Exchange Commission (the “SEC”) for the offering to which this communication relates. Before you invest, you should read the Prospectus and the documents incorporated therein by reference that the Bank has filed with the SEC for more complete information about the Bank and this offering. You may obtain these documents for free by visiting EDGAR on the SEC website at www.sec.gov or by visiting the Canadian System for Electronic Document Analysis and Retrieval (SEDAR) website, which may be accessed at www.sedar.com. Alternatively, the Bank or any underwriter participating in the offering will arrange to send you the Prospectus and any document incorporated therein by reference if you request such documents by calling Scotia Capital (USA) Inc. at 1 (800) 372-3930, Goldman Sachs & Co. LLC at 1 (866) 471-2526, Merrill Lynch, Pierce, Fenner & Smith Incorporated at 1 (800) 294-1322, Morgan Stanley & Co. LLC at 1 (866) 718-1649 or UBS Securities LLC at 1 (888) 827-7275.