PRESS RELEASE
25 March 2024

Bank Of Montreal’s US$1 Billion Limited Recourse Capital Notes Offering

AO
A&O Shearman

Contributor

A&O Shearman was formed in 2024 via the merger of two historic firms, Allen & Overy and Shearman & Sterling. With nearly 4,000 lawyers globally, we are equally fluent in English law, U.S. law and the laws of the world’s most dynamic markets. This combination creates a new kind of law firm, one built to achieve unparalleled outcomes for our clients on their most complex, multijurisdictional matters – everywhere in the world. A firm that advises at the forefront of the forces changing the current of global business and that is unrivalled in its global strength. Our clients benefit from the collective experience of teams who work with many of the world’s most influential companies and institutions, and have a history of precedent-setting innovations. Together our lawyers advise more than a third of NYSE-listed businesses, a fifth of the NASDAQ and a notable proportion of the London Stock Exchange, the Euronext, Euronext Paris and the Tokyo and Hong Kong Stock Exchanges.
Shearman & Sterling represented the underwriters, led by BMO Capital Markets, Goldman Sachs & Co. LLC, Morgan Stanley, Barclays, BNP PARIBAS and Credit Agricole CIB.
United States

Shearman & Sterling represented the underwriters, led by BMO Capital Markets, Goldman Sachs & Co. LLC, Morgan Stanley, Barclays, BNP PARIBAS and Credit Agricole CIB, in connection with registered public offering by Bank of Montreal (the “Bank”) of US$1 billion aggregate principal amount of its 7.700% Fixed Rate Reset Limited Recourse Capital Notes, Series 4 (Non-Viability Contingent Capital (NVCC)) (the “Notes”). The Notes constitute subordinated indebtedness of the Bank and the net proceeds from the offering will qualify as Additional Tier 1 capital of the Bank for regulatory purposes. This was the Bank’s inaugural U.S. registered offering of limited recourse capital notes.

Concurrently with the issuance of the Notes, the Bank will issue 1,000,000 Non-Cumulative 5-Year Fixed Rate Reset Class B Preferred Shares, Series 53 (Non-Viability Contingent Capital (NVCC)) to be held in a limited recourse trust to satisfy any claims by holders of the Notes against the Bank in the case of an event of default or other recourse event in respect of the Notes.

Bank of Montreal is the eighth largest bank in North America by assets, with total assets of $1.3 trillion as of January 31, 2024. Serving customers for 200 years and counting, the Bank provides a broad range of personal and commercial banking, wealth management, global markets and investment banking products and services to 13 million customers across Canada, the United States, and in select markets globally.

The Team

Contributor

A&O Shearman was formed in 2024 via the merger of two historic firms, Allen & Overy and Shearman & Sterling. With nearly 4,000 lawyers globally, we are equally fluent in English law, U.S. law and the laws of the world’s most dynamic markets. This combination creates a new kind of law firm, one built to achieve unparalleled outcomes for our clients on their most complex, multijurisdictional matters – everywhere in the world. A firm that advises at the forefront of the forces changing the current of global business and that is unrivalled in its global strength. Our clients benefit from the collective experience of teams who work with many of the world’s most influential companies and institutions, and have a history of precedent-setting innovations. Together our lawyers advise more than a third of NYSE-listed businesses, a fifth of the NASDAQ and a notable proportion of the London Stock Exchange, the Euronext, Euronext Paris and the Tokyo and Hong Kong Stock Exchanges.

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