Primary Offering Prospectus (Form 424B2)
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PRICING SUPPLEMENT dated (To Product Supplement No. WF1 dated Underlying Supplement No. ELN-1 dated Prospectus Supplement dated and Prospectus dated |
Filed Pursuant to Rule 424(b)(2) Registration Statement No. 333-264388 |
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Senior Medium-Term Notes, Series I |
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Market Linked Securities-Upside Participation to a Cap with Contingent Absolute Retuand Fixed Percentage Buffered Downside Principal at Risk Securities Linked to the Lowest Performing of the Communication Services Select Sector SPDR® Fund, the Energy Select Sector SPDR® Fund and the Financial Select Sector SPDR® Fund due |
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| n | Linked to the lowest performing of the Communication Services Select Sector SPDR® Fund, the Energy Select Sector SPDR® Fund and the Financial Select Sector SPDR® Fund (each referred to as an "Underlier") |
| n | Unlike ordinary debt securities, the securities do not pay interest or repay a fixed amount of principal at maturity. Instead, the securities provide for a maturity payment amount that may be greater than, equal to or less than the face amount of the securities, depending on the performance of the lowest performing Underlier from its starting value to its ending value. The lowest performing Underlier is the Underlier with the lowest underlier return, calculated for each Underlier as the percentage change from its starting value to its ending value. The maturity payment amount will reflect the following terms: |
| n | If the value of the lowest performing Underlier increases, you will receive the face amount plus a positive retuequal to 100% of the percentage increase in the value of the lowest performing Underlier from its starting value, subject to a maximum retuat maturity of 14.50% of the face amount. As a result of the maximum return, the maximum maturity payment amount will be |
| n | If the value of the lowest performing Underlier decreases, but the decrease is not more than the buffer amount of 15%, you will receive the face amount plus a positive retuequal to the absolute value of the percentage decline in the value of the lowest performing Underlier from the starting value, which will effectively be capped at a positive retuof 15% |
| n | If the value of the lowest performing Underlier decreases by more than the buffer amount, you will receive less than the face amount and have 1-to-1 downside exposure to the decrease in the value of the lowest performing Underlier in excess of the buffer amount |
| n | Investors may lose up to 85% of the face amount |
| n | Your retuon the securities will depend solely on the performance of the lowest performing Underlier. You will not benefit in any way from the performance of the better performing Underliers. Therefore, you will be adversely affected if any Underlier performs poorly, even if the other Underliers perform favorably |
| n | All payments on the securities are subject to the credit risk of |
| n | No periodic interest payments or dividends |
| n | No exchange listing; designed to be held to maturity |
On the date of this pricing supplement, the estimated initial value of the securities is
The securities have complex features and investing in the securities involves risks not associated with an investment in conventional debt securities. See "Selected Risk Considerations" beginning on page PRS-8 herein and "Risk Factors" beginning on page PS-5 of the accompanying product supplement, page S-2 of the prospectus supplement and page 8 of the prospectus.
The securities are the unsecured obligations of
The securities are not bail-inable notes and are not subject to conversion into our common shares or the common shares of any of our affiliates under subsection 39.2(2.3) of the Canada Deposit Insurance Corporation Act.
Neither the
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Original Offering Price |
Agent Discount(1)(2) |
Proceeds to |
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| Per Security | |||
| Total |
| (1) |
| (2) | In respect of certain securities sold in this offering, our affiliate, |
Market Linked Securities-Upside Participation to a Cap with Contingent Absolute Retuand Fixed Percentage Buffered Downside
Principal at Risk Securities Linked to the Lowest Performing of the Communication Services Select Sector SPDR® Fund, the Energy Select Sector SPDR® Fund and the Financial Select Sector SPDR® Fund due
| Terms of the Securities |
| Issuer: |
| The Market Measures (each referred to as an "Underlier," and collectively as the "Underliers"), Bloomberg ticker symbols, starting values and threshold values are set forth in the table below. |
| Market Measures: | Market Measure |
Bloomberg Ticker Symbol |
Starting Value(1) |
Threshold Value(2) |
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The Communication Services Select Sector SPDR® Fund |
XLC | |||
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The Energy Select Sector SPDR® Fund |
XLE | |||
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The Financial Select Sector SPDR® Fund |
XLF |
| (1) With respect to each Underlier, its closing value on the pricing date. | |
| (2) With respect to each Underlier, 85% of its starting value. |
| Pricing Date: | |
| Issue Date: | |
| Original Offering Price: |
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| Face Amount: | |
| Maturity Payment Amount: |
On the stated maturity date, you will be entitled to receive a cash payment per security in • if the ending value of the lowest performing Underlier is greater than its starting value: (i) (ii) the maximum return; • if the ending value of the lowest performing Underlier is less than or equal to its starting value, but greater than or equal to its threshold value: • if the ending value of the lowest performing Underlier is less than its threshold value: If the ending value of the lowest performing Underlier is less than its threshold value, you will have 1-to-1 downside exposure to the decrease in the value of the lowest performing Underlier in excess of the buffer amount and will lose some, and possibly up to 85%, of the face amount of your securities at maturity. |
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Stated Maturity Date: |
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| Lowest Performing Underlier: |
The "lowest performing Underlier" will be the Underlier with the lowest underlier return. |
| Closing Value: | With respect to each Underlier, closing value has the meaning assigned to "fund closing price" set forth under "General Terms of the Securities-Certain Terms for Securities Linked to a Fund-Certain Definitions" in the accompanying product supplement. The closing value of each Underlier is subject to adjustment through the adjustment factor as described in the accompanying product supplement. |
| PRS-2 |
Market Linked Securities-Upside Participation to a Cap with Contingent Absolute Retuand Fixed Percentage Buffered Downside
Principal at Risk Securities Linked to the Lowest Performing of the Communication Services Select Sector SPDR® Fund, the Energy Select Sector SPDR® Fund and the Financial Select Sector SPDR® Fund due
| Ending Value: | The "ending value" of an Underlier will be its closing value on the calculation day. |
| Maximum Return: | The "maximum return" is 14.50% of the face amount per security ( |
| Buffer Amount: | 15%. |
| Upside Participation Rate: |
100%. |
| Underlier Return: |
The "underlier return" with respect to an Underlier is the percentage change from its starting value to its ending value, measured as follows: ending value - starting value starting value If the underlier retuof the lowest performing Underlier is equal to -5%, the absolute value of the underlier retuwould be +5%. |
| Calculation Day: | |
| Market Disruption Events and Postponement Provisions: |
The calculation day is subject to postponement due to non-trading days and the occurrence of a market disruption event. In addition, the stated maturity date will be postponed if the calculation day is postponed and will be adjusted for non-business days. For more information regarding adjustments to the calculation day and the stated maturity date, see "General Terms of the Securities-Consequences of a Market Disruption Event; Postponement of a Calculation Day-Securities Linked to Multiple Market Measures" and "-Payment Dates" in the accompanying product supplement. In addition, for information regarding the circumstances that may result in a market disruption event, see "General Terms of the Securities-Certain Terms for Securities Linked to a Fund-Market Disruption Events" in the accompanying product supplement. |
| Calculation Agent: | |
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Material Tax Consequences: |
For a discussion of material |
| Agent: |
In addition, in respect of certain securities sold in this offering, BMOCM may pay a fee of up to WFS, BMOCM and/or one or more of their respective affiliates expects to realize hedging profits projected by their proprietary pricing models to the extent they assume the risks inherent in hedging our obligations under the securities. If WFS or any other dealer participating in the distribution of the securities or any of their affiliates conduct hedging activities for us in connection with the securities, that dealer or its affiliates will expect to realize a profit projected by its proprietary pricing models from those hedging activities. Any such projected profit will be in addition to any discount, concession or fee received in connection with the sale of the securities to you. |
| Denominations: |
| CUSIP: | 06376DAU8 |
| PRS-3 |
Market Linked Securities-Upside Participation to a Cap with Contingent Absolute Retuand Fixed Percentage Buffered Downside
Principal at Risk Securities Linked to the Lowest Performing of the Communication Services Select Sector SPDR® Fund, the Energy Select Sector SPDR® Fund and the Financial Select Sector SPDR® Fund due
| Additional Information About the Issuer and the Securities |
You should read this pricing supplement together with product supplement no. WF1 dated
Our Central Index Key, or CIK, on the
You may access the product supplement, underlying supplement, prospectus supplement and prospectus on the
| • | Product Supplement No. WF1 dated |
https://www.sec.gov/Archives/edgar/data/927971/000121465924019574/g1121240424b2.htm
| • | Underlying Supplement No. ELN-1 dated |
https://www.sec.gov/Archives/edgar/data/927971/000121465924019577/p116241424b2.htm
| • | Prospectus Supplement and Prospectus dated |
https://www.sec.gov/Archives/edgar/data/927971/000119312522160519/d269549d424b5.htm
| PRS-4 |
Market Linked Securities-Upside Participation to a Cap with Contingent Absolute Retuand Fixed Percentage Buffered Downside
Principal at Risk Securities Linked to the Lowest Performing of the Communication Services Select Sector SPDR® Fund, the Energy Select Sector SPDR® Fund and the Financial Select Sector SPDR® Fund due
| Estimated Value of the Securities |
Our estimated initial value of the securities equals the sum of the values of the following hypothetical components:
| · | a fixed-income debt component with the same tenor as the securities, valued using our internal funding rate for structured notes; and |
| · | one or more derivative transactions relating to the economic terms of the securities. |
The internal funding rate used in the determination of the initial estimated value generally represents a discount from the credit spreads for our conventional fixed-rate debt. The value of these derivative transactions is derived from our internal pricing models. These models are based on factors such as the traded market prices of comparable derivative instruments and on other inputs, which include volatility, dividend rates, interest rates and other factors. As a result, the estimated initial value of the securities is based on market conditions at the time it is calculated.
For more information about the estimated initial value of the securities, see "Selected Risk Considerations" below.
| PRS-5 |
Market Linked Securities-Upside Participation to a Cap with Contingent Absolute Retuand Fixed Percentage Buffered Downside
Principal at Risk Securities Linked to the Lowest Performing of the Communication Services Select Sector SPDR® Fund, the Energy Select Sector SPDR® Fund and the Financial Select Sector SPDR® Fund due
| Investor Considerations |
The securities are not appropriate for all investors. The securities may be an appropriate investment for investors who:
| § | seek 100% exposure to the upside performance of the lowest performing Underlier if its ending value is greater than its starting value, subject to the maximum retuat maturity of 14.50% of the face amount; |
| § | understand that any positive retubased on the decrease in the value of the lowest performing Underlier will be limited to 15%, and that any decrease in the value of the lowest performing Underlier by more than 15% will result in a loss, rather than a positive return, on the securities; |
| § | desire to limit downside exposure to the lowest performing Underlier through the buffer amount; |
| § | are willing to accept the risk that, if the ending value of the lowest performing Underlier is less than its starting value by more than the buffer amount, they will lose some, and possibly up to 85%, of the face amount per security at maturity; |
| § | understand that the retuon the securities will depend solely on the performance of the lowest performing Underlier and that they will not benefit in any way from the performance of the better performing Underliers; |
| § | understand that the securities are riskier than alternative investments linked to only one of the Underliers or linked to a basket composed of each Underlier; |
| § | understand and are willing to accept the downside risks of each Underlier; |
| § | are willing to forgo interest payments on the securities and dividends on the shares of the Underliers and the securities held by the Underliers; and |
| § | are willing to hold the securities until maturity. |
The securities may not be an appropriate investment for investors who:
| § | seek a liquid investment or are unable or unwilling to hold the securities to maturity; |
| § | are unwilling to accept the risk that the ending value of the lowest performing Underlier may decrease from its starting value by more than the buffer amount; |
| § | seek uncapped exposure to the upside performance of the lowest performing Underlier; |
| § | seek full retuof the face amount of the securities at stated maturity; |
| § | are unwilling to purchase securities with an estimated value as of the pricing date that is lower than the original offering price, as set forth on the cover page; |
| § | seek current income over the term of the securities; |
| § | are unwilling to accept the risk of exposure to the Underliers; |
| § | seek exposure to a basket composed of each Underlier or a similar investment in which the overall retuis based on a blend of the performances of the Underliers, rather than solely on the lowest performing Underlier; |
| § | seek exposure to the Underliers but are unwilling to accept the risk/retutrade-offs inherent in the maturity payment amount for the securities; |
| § | are unwilling to accept the credit risk of |
| § | prefer the lower risk of fixed income investments with comparable maturities issued by companies with comparable credit ratings. |
The considerations identified above are not exhaustive. Whether or not the securities are an appropriate 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 appropriateness of an investment in the securities in light of your particular circumstances. You should also review carefully the sections titled "Selected Risk Considerations" herein and "Risk Factors" in the accompanying product supplement for risks related to an investment in the securities. For more information about the Underliers, please see the sections titled "The Communication Services Select Sector SPDR® Fund," "The Energy Select Sector SPDR® Fund" and "The Financial Select Sector SPDR® Fund" below.
| PRS-6 |
Market Linked Securities-Upside Participation to a Cap with Contingent Absolute Retuand Fixed Percentage Buffered Downside
Principal at Risk Securities Linked to the Lowest Performing of the Communication Services Select Sector SPDR® Fund, the Energy Select Sector SPDR® Fund and the Financial Select Sector SPDR® Fund due
| Determining Payment at Stated Maturity |
On the stated maturity date, you will receive a cash payment per security (the maturity payment amount) calculated as follows:
Step 1: Determine which Underlier is the lowest performing Underlier. The lowest performing Underlier is the Underlier with the lowest underlier return, calculated for each Underlier as the percentage change from its starting value to its ending value.
Step 2: Calculate the maturity payment amount based on the ending value of the lowest performing Underlier, as follows:
| PRS-7 |
Market Linked Securities-Upside Participation to a Cap with Contingent Absolute Retuand Fixed Percentage Buffered Downside
Principal at Risk Securities Linked to the Lowest Performing of the Communication Services Select Sector SPDR® Fund, the Energy Select Sector SPDR® Fund and the Financial Select Sector SPDR® Fund due
| Selected Risk Considerations |
The securities have complex features and investing in the securities will involve risks not associated with an investment in conventional debt securities. Some of the risks that apply to an investment in the securities are summarized below, but we urge you to read the more detailed explanation of the risks relating to the securities generally in the "Risk Factors" section of the accompanying product supplement and prospectus supplement. You should reach an investment decision only after you have carefully considered with your advisors the appropriateness of an investment in the securities in light of your particular circumstances.
Risks Relating To The Securities Generally
If The Ending Value Of The Lowest Performing Underlier Is Less Than Its Threshold Value, You Will Lose Some, And Possibly Up To 85%, Of The Face Amount Of Your Securities At Maturity.
We will not repay you a fixed amount on the securities on the stated maturity date. The maturity payment amount will depend on the direction of and percentage change in the ending value of the lowest performing Underlier relative to its starting value and the other terms of the securities. Because the values of the Underliers will be subject to market fluctuations, the maturity payment amount may be more or less, and possibly significantly less, than the face amount of your securities.
If the ending value of the lowest performing Underlier is less than its threshold value, the maturity payment amount will be less than the face amount and you will have 1-to-1 downside exposure to the decrease in the value of the lowest performing Underlier in excess of the buffer amount, resulting in a loss of 1% of the face amount for every 1% decline in the lowest performing Underlier in excess of the buffer amount. The threshold value for each Underlier is 85% of its starting value. As a result, if the ending value of the lowest performing Underlier is less than its threshold value, you will lose some, and possibly up to 85%, of the face amount per security at maturity. This is the case even if the value of the lowest performing Underlier is greater than or equal to its starting value or its threshold value at certain times during the term of the securities.
Even if the ending value of the lowest performing Underlier is greater than its starting value, the maturity payment amount may only be slightly greater than the face amount, and your yield on the securities may be less than the yield you would eaif you bought a traditional interest-bearing debt security of
Your RetuWill Be Limited To The Maximum RetuAnd May Be Lower Than The RetuOn A Direct Investment In The Lowest Performing Underlier.
Your retuon the securities will be subject to the maximum return. The opportunity to participate in the possible increases in the values of the lowest performing Underlier through an investment in the securities will be limited because any positive retuon the securities will not exceed the maximum return. Therefore, your retuon the securities may be lower than the retuon a direct investment in the lowest performing Underlier.
Any Positive RetuBased On The Depreciation Of The Lowest Performing Underlier Is Effectively Capped.
Any positive retubased on the depreciation of the lowest performing Underlier will be effectively capped because the contingent absolute retufeature is only operative if the value of the lowest performing Underlier declines from its starting value to its ending value but not by more than the buffer amount. Any depreciation of the lowest performing Underlier from its starting value to its ending value by more than the buffer amount will result in a loss, rather than a positive return, on the securities.
The Securities Are Subject To The Full Risks Of Each Underlier And Will Be Negatively Affected If Any Underlier Performs Poorly, Even If The Other Underliers Perform Favorably.
You are subject to the full risks of each Underlier. If any Underlier performs poorly, you will be negatively affected, even if the other Underliers perform favorably. The securities are not linked to a basket composed of the Underliers, where the better performance of some Underliers could offset the poor performance of others. Instead, you are subject to the full risks of whichever Underlier is the lowest performing Underlier. As a result, the securities are riskier than an alternative investment linked to only one of the Underliers or linked to a basket composed of each Underlier. You should not invest in the securities unless you understand and are willing to accept the downside risks of each Underlier.
Your RetuOn The Securities Will Depend Solely On The Performance Of The Lowest Performing Underlier, And You Will Not Benefit In Any Way From The Performance Of The Better Performing Underliers.
Your retuon the securities will depend solely on the performance of the lowest performing Underlier. Although it is necessary for each Underlier to close at or above its respective threshold value on the calculation day in order for you to receive the face amount of your securities at maturity, you will not benefit in any way from the performance of the better performing Underliers. The securities may underperform an alternative investment linked to a basket composed of the Underliers, since in such case the performance of the better performing Underliers would be blended with the performance of the lowest performing Underlier, resulting in a better retuthan the retuof the lowest performing Underlier alone.
| PRS-8 |
Market Linked Securities-Upside Participation to a Cap with Contingent Absolute Retuand Fixed Percentage Buffered Downside
Principal at Risk Securities Linked to the Lowest Performing of the Communication Services Select Sector SPDR® Fund, the Energy Select Sector SPDR® Fund and the Financial Select Sector SPDR® Fund due
You Will Be Subject To Risks Resulting From The Relationship Among The Underliers.
It is preferable from your perspective for the Underliers to be correlated with each other so that their values will tend to increase or decrease at similar times and by similar magnitudes. By investing in the securities, you assume the risk that the Underliers will not exhibit this relationship. The less correlated the Underliers, the more likely it is that one of the Underliers will be performing poorly at any time over the term of the securities. All that is necessary for the securities to perform poorly is for one of the Underliers to perform poorly; the performance of the better performing Underliers is not relevant to your retuon the securities. It is impossible to predict what the relationship among the Underliers will be over the term of the securities. To the extent the Underliers represent a different equity market, such equity markets may not perform similarly over the term of the securities.
The Securities Do Not Pay Interest.
The securities will not pay any interest. Accordingly, you should not invest in the securities if you seek current income during the term of the securities.
The Securities Are Subject To Credit Risk.
The securities are our obligations and are not, either directly or indirectly, an obligation of any third party. Any amounts payable under the securities are subject to our creditworthiness and you will have no ability to pursue the shares of the Underliers or any securities held by the Underliers for payment. As a result, our actual and perceived creditworthiness may affect the value of the securities and, in the event we were to default on our obligations under the securities, you may not receive any amounts owed to you under the terms of the securities.
The
There is no direct legal authority regarding the proper
You should review carefully the sections of this pricing supplement and the accompanying product supplement entitled "United States Federal Income Tax Considerations" and consult your tax advisor regarding the
The Stated Maturity Date May Be Postponed If The Calculation Day Is Postponed.
The calculation day will be postponed if the originally scheduled calculation day is not a trading day or if the calculation agent determines that a market disruption event has occurred or is continuing on the calculation day. If such a postponement occurs, the stated maturity date may be postponed. For additional information, see "General Terms of the Securities-Consequences of a Market Disruption Event; Postponement of a Calculation Day-Securities Linked to Multiple Market Measures" and "-Payment Dates" in the accompanying product supplement.
Risks Relating To The Estimated Value Of The Securities And Any Secondary Market
The Estimated Value Of The Securities On The Pricing Date, Based On Our Proprietary Pricing Models, Will Be Less Than The Original Offering Price.
Our initial estimated value of the securities is only an estimate, and is based on a number of factors. The original offering price of the securities may exceed our initial estimated value, because costs associated with offering, structuring and hedging the securities are included in the original offering price, but are not included in the estimated value. These costs will include any agent discount and selling concessions and the cost of hedging our obligations under the securities through one or more hedge counterparties (which may be one or more of our affiliates or an agent or its affiliates). Such hedging cost includes our or our hedge counterparty's expected cost of providing such hedge, as well as the profit we or our hedge counterparty expect to realize in consideration for assuming the risks inherent in providing such hedge.
| PRS-9 |
Market Linked Securities-Upside Participation to a Cap with Contingent Absolute Retuand Fixed Percentage Buffered Downside
Principal at Risk Securities Linked to the Lowest Performing of the Communication Services Select Sector SPDR® Fund, the Energy Select Sector SPDR® Fund and the Financial Select Sector SPDR® Fund due
The Terms Of The Securities Are Not Determined By Reference To The Credit Spreads For Our Conventional Fixed-Rate Debt.
To determine the terms of the securities, we use an internal funding rate that represents a discount from the credit spreads for our conventional fixed-rate debt. As a result, the terms of the securities are less favorable to you than if we had used a higher funding rate.
The Estimated Value Of The Securities Is Not An Indication Of The Price, If Any, At Which WFS Or Any Other Person May Be Willing To Buy The Securities From You In The Secondary Market.
Our initial estimated value of the securities is derived using our internal pricing models. This value is based on market conditions and other relevant factors, which include volatility and correlation of the Underliers, dividend rates and interest rates. Different pricing models and assumptions, including those used by the agent, its affiliates or other market participants, could provide values for the securities that are greater than or less than our initial estimated value. In addition, market conditions and other relevant factors after the pricing date are expected to change, possibly rapidly, and our assumptions may prove to be incorrect. After the pricing date, the value of the securities could change dramatically due to changes in market conditions, our creditworthiness, and the other factors discussed in the next risk factor. These changes are likely to impact the price, if any, at which WFS or its affiliates or any other party (including us or our affiliates) would be willing to purchase the securities from you in any secondary market transactions. Our initial estimated value does not represent a minimum price at which WFS or any other party (including us or our affiliates) would be willing to buy your securities in any secondary market at any time.
WFS has advised us that if it, WFA or any of their affiliates makes a secondary market in the securities at any time, the secondary market price offered by it, WFA or any of their affiliates will be affected by changes in market conditions and other factors described in the next risk factor. WFS has advised us that if it, WFA or any of their affiliates makes a secondary market in the securities at any time up to the issue date or during the 3-month period following the issue date, the secondary market price offered by it, WFA or any of its affiliates will be increased by an amount reflecting a portion of the costs associated with selling, structuring and hedging the securities that are included in their original offering price. Because this portion of the costs is not fully deducted upon issuance, WFS has advised us that any secondary market price it, WFA or any of their affiliates offers during this period will be higher than it otherwise would be after this period, as any secondary market price offered after this period will reflect the full deduction of the costs as described above. WFS has advised us that the amount of this increase in the secondary market price will decline steadily to zero over this 3-month period. WFS has advised us that, if you hold the securities through an account with WFS, WFA or any of their affiliates, WFS expects that this increase will also be reflected in the value indicated for the securities on your brokerage account statement. If you hold your securities through an account at a broker-dealer other than WFS, WFA or any of their affiliates, the value of the securities on your brokerage account statement may be different than if you held your securities at WFS, WFA or any of their affiliates.
The Value Of The Securities Prior To Stated Maturity Will Be Affected By Numerous Factors, Some Of Which Are Related In Complex Ways.
The value of the securities prior to stated maturity will be affected by the then-current value of each Underlier, interest rates at that time and a number of other factors, some of which are interrelated in complex ways. The effect of any one factor may be offset or magnified by the effect of another factor. The following factors, which are described in more detail in the accompanying product supplement, are expected to affect the value of the securities: performance of the Underliers; interest rates; volatility of the Underliers; correlation among the Underliers; time remaining to maturity; and dividend yields on the securities held by the Underliers. When we refer to the "value" of your securities, we mean the value you could receive for your securities if you are able to sell them in the open market before the stated maturity date.
In addition to these factors, the value of the securities will be affected by actual or anticipated changes in our creditworthiness. You should understand that the impact of one of the factors specified above, such as a change in interest rates, may offset some or all of any change in the value of the securities attributable to another factor, such as a change in the value of any or all of the Underliers. Because numerous factors are expected to affect the value of the securities, changes in the values of the Underliers may not result in a comparable change in the value of the securities. We anticipate that the value of the securities will always be at a discount to the face amount plus the maximum return.
The Securities Will Not Be Listed On Any Securities Exchange And We Do Not Expect A Trading Market For The Securities To Develop.
The securities will not be listed or displayed on any securities exchange. Although the agent and/or its affiliates may purchase the securities from holders, they are not obligated to do so and are not required to make a market for the securities. There can be no assurance that a secondary market will develop. Because we do not expect that any market makers will participate in a secondary market for the securities, the price at which you may be able to sell your securities is likely to depend on the price, if any, at which the agent is willing to buy your securities.
| PRS-10 |
Market Linked Securities-Upside Participation to a Cap with Contingent Absolute Retuand Fixed Percentage Buffered Downside
Principal at Risk Securities Linked to the Lowest Performing of the Communication Services Select Sector SPDR® Fund, the Energy Select Sector SPDR® Fund and the Financial Select Sector SPDR® Fund due
If a secondary market does exist, it may be limited. Accordingly, there may be a limited number of buyers if you decide to sell your securities prior to stated maturity. This may affect the price you receive upon such sale. Consequently, you should be willing to hold the securities to stated maturity.
Risks Relating To The Underliers
The Maturity Payment Amount Will Depend Upon The Performance Of The Underliers And Therefore The Securities Are Subject To The Following Risks, Each As Discussed In More Detail In The Accompanying Product Supplement.
| · | Investing In The Securities Is Not The Same As Investing In The Underliers. Investing in the securities is not equivalent to investing in the Underliers. As an investor in the securities, your retuwill not reflect the retuyou would realize if you actually owned and held the shares of the Underliers for a period similar to the term of the securities because you will not receive any dividend payments, distributions or any other payments paid on those shares. As a holder of the securities, you will not have any voting rights or any other rights that holders of the Underliers would have. |
| · | Historical Values Of The Underliers Should Not Be Taken As An Indication Of The Future Performance Of The Underliers During The Term Of The Securities. |
| · | Changes That Affect The Underliers Or The Fund Underlying Indices May Adversely Affect The Value Of The Securities And The Maturity Payment Amount. |
| · | We Cannot Control Actions By Any Of The Unaffiliated Companies Whose Securities Are Held By The Underliers. |
| · | We And Our Affiliates Have No Affiliation With The Fund Sponsors Or The Fund Underlying Index Sponsors And Have Not Independently Verified Their Public Disclosure Of Information. |
| · | An Investment Linked To The Shares Of An Underlier Is Different From An Investment Linked To Its Fund Underlying Index. |
| · | There Are Risks Associated With The Underliers. |
| · | Anti-Dilution Adjustments Relating To The Shares Of The Underliers Do Not Address Every Event That Could Affect Such Shares. |
The Equity Securities Composing The Communication Services Select Sector SPDR® Fund Are Concentrated In The Communications Sector.
All or substantially all of the equity securities composing the Communication Services Select Sector SPDR® Fund are issued by companies whose primary line of business is directly associated with the communication services sector. As a result, the value of the securities may be subject to greater volatility and may be more adversely affected by a single economic, political or regulatory occurrence affecting this sector than a different investment linked to securities of a more broadly diversified group of issuers. Communication services companies are particularly vulnerable to the potential obsolescence of products and services due to technological advancement and the innovation of competitors. While all companies may be susceptible to network security breaches, certain companies in the communication services sector may be particular targets of hacking and potential theft of proprietary or consumer information or disruptions in service, which could have a material adverse effect on their businesses.
The Equity Securities Composing The Energy Select Sector SPDR® Fund Are Concentrated In The Energy Sector.
All or substantially all of the equity securities composing the Energy Select Sector SPDR® Fund are issued by companies whose primary line of business is directly associated with the energy sector. As a result, the value of the securities may be subject to greater volatility and may be more adversely affected by a single economic, political or regulatory occurrence affecting this sector than a different investment linked to securities of a more broadly diversified group of issuers. Issuers in energy-related industries can be significantly affected by fluctuations in energy prices and supply and demand of energy fuels. Markets for various energy-related commodities can have significant volatility, and are subject to control or manipulation by large producers or purchasers. Companies in the energy sector may need to make substantial expenditures, and to incur significant amounts of debt, in order to maintain or expand their reserves. Oil and gas exploration and production can be significantly affected by natural disasters as well as changes in exchange rates, interest rates, government regulation, world events and economic conditions. These companies may be at risk for environmental damage claims.
| PRS-11 |
Market Linked Securities-Upside Participation to a Cap with Contingent Absolute Retuand Fixed Percentage Buffered Downside
Principal at Risk Securities Linked to the Lowest Performing of the Communication Services Select Sector SPDR® Fund, the Energy Select Sector SPDR® Fund and the Financial Select Sector SPDR® Fund due
The Equity Securities Composing The Financial Select Sector SPDR® Fund Are Concentrated In The Financial Sector.
All or substantially all of the equity securities composing the Financial Select Sector SPDR® Fund are issued by companies whose primary line of business is directly associated with the financial sector. As a result, the value of the securities may be subject to greater volatility and may be more adversely affected by a single economic, political or regulatory occurrence affecting this sector than a different investment linked to securities of a more broadly diversified group of issuers. Financial services companies are subject to extensive government regulation, which may limit both the amounts and types of loans and other financial commitments they can make, the interest rates, fees and prices they can charge, the scope of their activities and the amount of capital they must maintain. Profitability is largely dependent on the availability and cost of capital funds and can fluctuate significantly when interest rates change or due to increased competition. In addition, deterioration of the credit markets generally may cause an adverse impact in a broad range of markets, including
Risks Relating To Conflicts Of Interest
Our Economic Interests And Those Of Any Dealer Participating In The Offering Are Potentially Adverse To Your Interests.
You should be aware of the following ways in which our economic interests and those of any dealer participating in the distribution of the securities, which we refer to as a "participating dealer," are potentially adverse to your interests as an investor in the securities. In engaging in certain of the activities described below and as discussed in more detail in the accompanying product supplement, our affiliates or any participating dealer or its affiliates may take actions that may adversely affect the value of and your retuon the securities, and in so doing they will have no obligation to consider your interests as an investor in the securities. Our affiliates or any participating dealer or its affiliates may realize a profit from these activities even if investors do not receive a favorable investment retuon the securities.
| · | The calculation agent is our affiliate and may be required to make discretionary judgments that affect the retuyou receive on the securities. BMOCM, which is our affiliate, will be the calculation agent for the securities. As calculation agent, BMOCM will determine any values of the Underliers and make any other determinations necessary to calculate any payments on the securities. In making these determinations, BMOCM may be required to make discretionary judgments that may adversely affect any payments on the securities. See the sections entitled "General Terms of the Securities- Certain Terms for Securities Linked to a Fund-Market Disruption Events" and "-Anti-dilution Adjustments Relating to a Fund; Alternate Calculation" in the accompanying product supplement. In making these discretionary judgments, the fact that BMOCM is our affiliate may cause it to have economic interests that are adverse to your interests as an investor in the securities, and BMOCM's determinations as calculation agent may adversely affect your retuon the securities. |
| · | The estimated value of the securities was calculated by us and is therefore not an independent third-party valuation. |
| · | Research reports by our affiliates or any participating dealer or its affiliates may be inconsistent with an investment in the securities and may adversely affect the values of the Underliers. |
| · | Business activities of our affiliates or any participating dealer or its affiliates with the companies whose securities are held by the Underliers may adversely affect the values of the Underliers. |
| · | Hedging activities by our affiliates or any participating dealer or its affiliates may adversely affect the values of the Underliers. |
| · | Trading activities by our affiliates or any participating dealer or its affiliates may adversely affect the values of the Underliers. |
| · | A participating dealer or its affiliates may realize hedging profits projected by its proprietary pricing models in addition to any selling concession and/or other fee, creating a further incentive for the participating dealer to sell the securities to you. |
| PRS-12 |
Market Linked Securities-Upside Participation to a Cap with Contingent Absolute Retuand Fixed Percentage Buffered Downside
Principal at Risk Securities Linked to the Lowest Performing of the Communication Services Select Sector SPDR® Fund, the Energy Select Sector SPDR® Fund and the Financial Select Sector SPDR® Fund due
| Hypothetical Examples and Returns |
The payout profile, retutable and examples below illustrate the maturity payment amount for a
| Upside Participation Rate: | 100% |
| Maximum Return: | 14.50% of the face amount ( |
| Hypothetical Starting Value: | For each Underlier, |
| Hypothetical Threshold Value: | For each Underlier, |
| Buffer Amount: | 15% |
Hypothetical Payout Profile
| PRS-13 |
Market Linked Securities-Upside Participation to a Cap with Contingent Absolute Retuand Fixed Percentage Buffered Downside
Principal at Risk Securities Linked to the Lowest Performing of the Communication Services Select Sector SPDR® Fund, the Energy Select Sector SPDR® Fund and the Financial Select Sector SPDR® Fund due
Hypothetical Returns
|
Hypothetical ending value |
Hypothetical underlier retuof the |
Hypothetical maturity payment |
Hypothetical pre-tax total rate of return(2) |
| 100.00% | 14.50% | ||
| 75.00% | 14.50% | ||
| 50.00% | 14.50% | ||
| 40.00% | 14.50% | ||
| 30.00% | 14.50% | ||
| 20.00% | 14.50% | ||
| 14.50% | 14.50% | ||
| 10.00% | 10.00% | ||
| 5.00% | 5.00% | ||
| 2.50% | 2.50% | ||
| 0.00% | 0.00% | ||
| -2.50% | 2.50% | ||
| -5.00% | 5.00% | ||
| -10.00% | 10.00% | ||
| -15.00% | 15.00% | ||
| -16.00% | -1.00% | ||
| -20.00% | -5.00% | ||
| -30.00% | -15.00% | ||
| -40.00% | -25.00% | ||
| -50.00% | -35.00% | ||
| -75.00% | -60.00% | ||
| -100.00% | -85.00% |
| (1) | The underlier retuis equal to the percentage change from the starting value to the ending value (i.e., the ending value minus the starting value, divided by the starting value). |
| (2) | The hypothetical pre-tax total rate of retuis the number, expressed as a percentage, that results from comparing the maturity payment amount per security to the face amount of |
| PRS-14 |
Market Linked Securities-Upside Participation to a Cap with Contingent Absolute Retuand Fixed Percentage Buffered Downside
Principal at Risk Securities Linked to the Lowest Performing of the Communication Services Select Sector SPDR® Fund, the Energy Select Sector SPDR® Fund and the Financial Select Sector SPDR® Fund due
Hypothetical Examples
Example 1. The ending value of the lowest performing Underlier is greater than its starting value, and the maturity payment amount is greater than the face amount and reflects a retuthat is less than the maximum return:
| Communication Services Select Sector SPDR® Fund |
Energy Select Sector SPDR® Fund |
Financial Select Sector SPDR® Fund |
|
| Hypothetical starting value: | |||
| Hypothetical ending value: | |||
| Hypothetical threshold value: | |||
| Hypothetical underlier return: | 5.00% | 10.00% | 45.00% |
Step 1: Determine which Underlier is the lowest performing Underlier.
In this example, the Communication Services Select Sector SPDR® Fund has the lowest underlier retuand is, therefore, the lowest performing Underlier.
Step 2: Determine the maturity payment amount based on the ending value of the lowest performing Underlier.
Because the hypothetical ending value of the lowest performing Underlier is greater than its hypothetical starting value, the maturity payment amount per security would be equal to the face amount of
(i)
=
(ii) the maximum retuof
On the stated maturity date, you would receive
Example 2. The ending value of the lowest performing Underlier is greater than its starting value, and the maturity payment amount is greater than the face amount and reflects a retuequal to the maximum return:
| Communication Services Select Sector SPDR® Fund |
Energy Select Sector SPDR® Fund |
Financial Select Sector SPDR® Fund |
|
| Hypothetical starting value: | |||
| Hypothetical ending value: | |||
| Hypothetical threshold value: | |||
| Hypothetical underlier return: | 60.00% | 55.00% | 50.00% |
Step 1: Determine which Underlier is the lowest performing Underlier.
In this example, Financial Select Sector SPDR® Fund has the lowest underlier retuand is, therefore, the lowest performing Underlier.
Step 2: Determine the maturity payment amount based on the ending value of the lowest performing Underlier.
Because the hypothetical ending value of the lowest performing Underlier is greater than its hypothetical starting value, the maturity payment amount per security would be equal to the face amount of
(i)
=
(ii) the maximum retuof
On the stated maturity date, you would receive
| PRS-15 |
Market Linked Securities-Upside Participation to a Cap with Contingent Absolute Retuand Fixed Percentage Buffered Downside
Principal at Risk Securities Linked to the Lowest Performing of the Communication Services Select Sector SPDR® Fund, the Energy Select Sector SPDR® Fund and the Financial Select Sector SPDR® Fund due
Example 3. The ending value of the lowest performing Underlier is less than its starting value but greater than its threshold value, and the maturity payment amount is greater than the face amount and reflects a retuequal to the absolute value of the underlier retuof the lowest performing Underlier:
| Communication Services Select Sector SPDR® Fund |
Energy Select Sector SPDR® Fund |
Financial Select Sector SPDR® Fund |
|
| Hypothetical starting value: | |||
| Hypothetical ending value: | |||
| Hypothetical threshold value: | |||
| Hypothetical underlier return: | 5.00% | -5.00% | 15.00% |
Step 1: Determine which Underlier is the lowest performing Underlier.
In this example, the Energy Select Sector SPDR® Fund has the lowest underlier retuand is, therefore, the lowest performing Underlier.
Step 2: Determine the maturity payment amount based on the ending value of the lowest performing Underlier.
Because the hypothetical ending value of the lowest performing Underlier is less than its hypothetical starting value, but not by more than the buffer amount, you will receive a positive retuequal to the absolute value of the underlier retuof the lowest performing Underlier, even though the underlier retuis negative. You will receive a maturity payment amount equal to:
=
On the stated maturity date, you would receive
| PRS-16 |
Market Linked Securities-Upside Participation to a Cap with Contingent Absolute Retuand Fixed Percentage Buffered Downside
Principal at Risk Securities Linked to the Lowest Performing of the Communication Services Select Sector SPDR® Fund, the Energy Select Sector SPDR® Fund and the Financial Select Sector SPDR® Fund due
Example 4. The ending value of the lowest performing Underlier is less than its threshold value, and the maturity payment amount is less than the face amount:
| Communication Services Select Sector SPDR® Fund |
Energy Select Sector SPDR® Fund |
Financial Select Sector SPDR® Fund |
|
| Hypothetical starting value: | |||
| Hypothetical ending value: | |||
| Hypothetical threshold value: | |||
| Hypothetical underlier return: | 20.00% | 5.00% | -50.00% |
Step 1: Determine which Underlier is the lowest performing Underlier.
In this example, Financial Select Sector SPDR® Fund has the lowest underlier retuand is, therefore, the lowest performing Underlier.
Step 2: Determine the maturity payment amount based on the ending value of the lowest performing Underlier.
Because the hypothetical ending value of the lowest performing Underlier is less than its hypothetical starting value by more than the buffer amount, you would lose a portion of the face amount of your securities and receive a maturity payment amount per security equal to:
=
On the stated maturity date, you would receive
| PRS-17 |
Market Linked Securities-Upside Participation to a Cap with Contingent Absolute Retuand Fixed Percentage Buffered Downside
Principal at Risk Securities Linked to the Lowest Performing of the Communication Services Select Sector SPDR® Fund, the Energy Select Sector SPDR® Fund and the Financial Select Sector SPDR® Fund due
| The Communication Services Select Sector SPDR® Fund |
The Communication Services Select Sector SPDR® Fund is issued by the Select Sector SPDR® Trust, a registered open-end management investment company. The Communication Services Select Sector SPDR® Fund seeks investment results that correspond generally to the price and yield performance, before expenses, of the Communication Services Select Sector Index, an equity index that is intended to provide investors with a way to track the movements of certain public companies that represent the communication services sector of the S&P 500® Index. For more information about the Communication Select Sector SPDR® Fund, see "Description of Exchange-Traded Funds-The Select Sector SPDR® Funds" in the accompanying underlying supplement.
Historical Information
We obtained the closing prices of the Communication Services Select Sector SPDR® Fund in the graph below from
The following graph sets forth daily closing prices of the Communication Services Select Sector SPDR®
| PRS-18 |
Market Linked Securities-Upside Participation to a Cap with Contingent Absolute Retuand Fixed Percentage Buffered Downside
Principal at Risk Securities Linked to the Lowest Performing of the Communication Services Select Sector SPDR® Fund, the Energy Select Sector SPDR® Fund and the Financial Select Sector SPDR® Fund due
| The Energy Select Sector SPDR® Fund |
The Energy Select Sector SPDR® Fund is issued by the Select Sector SPDR® Trust, a registered open-end management investment company. The Energy Select Sector SPDR® Fund seeks investment results that correspond generally to the price and yield performance, before expenses, of the Energy Select Sector Index, an equity index that is intended to provide investors with a way to track the movements of certain public companies that represent the energy sector of the S&P 500® Index. For more information about the Energy Select Sector SPDR® Fund, see "Description of Exchange-Traded Funds-The Select Sector SPDR® Funds" in the accompanying underlying supplement.
Historical Information
We obtained the closing prices of the Energy Select Sector SPDR® Fund in the graph below from Bloomberg, without independent verification.
The following graph sets forth daily closing prices of the Energy Select Sector SPDR®
| PRS-19 |
Market Linked Securities-Upside Participation to a Cap with Contingent Absolute Retuand Fixed Percentage Buffered Downside
Principal at Risk Securities Linked to the Lowest Performing of the Communication Services Select Sector SPDR® Fund, the Energy Select Sector SPDR® Fund and the Financial Select Sector SPDR® Fund due
| The Financial Select Sector SPDR® Fund |
The Financial Select Sector SPDR® Fund is issued by the Select Sector SPDR® Trust, a registered open-end management investment company. The Financial Select Sector SPDR® Fund seeks investment results that correspond generally to the price and yield performance, before expenses, of the Financial Select Sector Index, an equity index that is intended to provide investors with a way to track the movements of certain public companies that represent the financials sector of the S&P 500® Index. For more information about the Financial Select Sector SPDR® Fund, see "Description of Exchange-Traded Funds-The Select Sector SPDR® Funds" in the accompanying underlying supplement.
Historical Information
We obtained the closing prices of the Financial Select Sector SPDR® Fund in the graph below from Bloomberg, without independent verification.
The following graph sets forth daily closing prices of the Financial Select Sector SPDR®
| PRS-20 |
Market Linked Securities-Upside Participation to a Cap with Contingent Absolute Retuand Fixed Percentage Buffered Downside
Principal at Risk Securities Linked to the Lowest Performing of the Communication Services Select Sector SPDR® Fund, the Energy Select Sector SPDR® Fund and the Financial Select Sector SPDR® Fund due
| United States Federal Income Tax Considerations |
Although there is uncertainty regarding the
Even if the treatment of the securities as "open transactions" is respected, a purchase of a security may be treated as entry into a "constructive ownership transaction," within the meaning of Section 1260 of the Code. In that case, all or a portion of any long-term capital gain a
We do not plan to request a ruling from the
As discussed in the accompanying product supplement, Section 871(m) of the Code and the
Both
| PRS-21 |
Market Linked Securities-Upside Participation to a Cap with Contingent Absolute Retuand Fixed Percentage Buffered Downside
Principal at Risk Securities Linked to the Lowest Performing of the Communication Services Select Sector SPDR® Fund, the Energy Select Sector SPDR® Fund and the Financial Select Sector SPDR® Fund due
| Validity of the Securities |
In the opinion of
In the opinion of
PRS-22
Attachments
Disclaimer
BMO -



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