Bank of America – Form 424B2 (BA)NK OF NOVA SCOTIA
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Filed Pursuant to Rule 424(b)(2) Product Prospectus Supplement EQUITY SUN-1 dated February 21, 2019) |
309,759 Units
$10 principal amount per unit CUSIP No. 06417V204 ![]() |
Pricing Date |
January 28, 2021 |
|
Autocallable Market-Linked Step Up Notes Linked to the PHLX Housing SectorSM Index ◾ Maturity of approximately two years, if not called prior to maturity ◾ Automatic call of the notes per unit at $10 plus the Call Premium ($1.15) if the Index is flat or increases above 100.00% of the Starting Value on the Observation Date ◾ The Observation Date will occur approximately one year after the pricing date ◾ If the notes are not called, at maturity: ◾ a return of 25.00% if the Index is flat or increases up to the Step Up Value ◾ a return equal to the percentage increase in the Index if the Index increases above the Step Up Value ◾ 1-to-1 downside exposure to decreases in the Index, with up to 100.00% of your principal at risk ◾ All payments are subject to the credit risk of The Bank of Nova Scotia ◾ No periodic interest payments ◾ In addition to the underwriting discount set forth below, the notes include a hedging-related charge of $0.05 per unit. See “Structuring the Notes”. ◾ Limited secondary market liquidity, with no exchange listing ◾ The notes are unsecured debt securities and are not savings accounts or insured deposits of a bank. The notes are not insured or guaranteed by the Canada Deposit Insurance Corporation |
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The notes are being issued by The Bank of Nova Scotia (“BNS”). There are important differences between the notes and a
conventional debt security, including different investment risks and certain additional costs. See “Risk Factors” beginning on page TS-7 of this term sheet, “Additional Risk Factors” on page TS-8 of this term sheet and “Risk Factors” beginning on page
PS-7 of product prospectus supplement EQUITY SUN-1.
The initial estimated value of the notes as of the
pricing date is $9.487 per unit, which is less than the public offering price listed below. See “Summary” on the following page, “Risk Factors” beginning on page TS-7 of this
term sheet and “Structuring the Notes” on page TS-16 of this term sheet for additional information. The actual value of your notes at any time will reflect many factors and cannot be predicted with accuracy.
_________________________
None of the U.S. Securities and Exchange Commission (the “SEC”), any state securities commission, or any other regulatory body has approved or
disapproved of these securities or determined if this Note Prospectus (as defined below) is truthful or complete. Any representation to the contrary is a criminal offense.
_________________________
Per Unit |
Total |
|
Public offering price |
$10.00 |
$3,097,590.00 |
Underwriting discount |
$0.20 |
$61,951.80 |
Proceeds, before expenses, to BNS |
$9.80 |
$3,035,638.20 |
The notes:
Are Not FDIC Insured |
Are Not Bank Guaranteed |
May Lose Value |
(BofA) Securities
January 28, 2021
Summary
The Autocallable Market-Linked Step Up Notes Linked to the PHLX Housing SectorSM Index, due January 27, 2023 (the “notes”) are our
senior unsecured debt securities. The notes are not guaranteed or insured by the CDIC or the FDIC, and are not, either directly or indirectly, an obligation of any third party. The notes are not bail-inable debt securities (as defined in the prospectus). The notes will rank equally with all of our other unsecured senior debt. Any payments due on the notes, including any repayment of principal, will be
subject to the credit risk of BNS. The notes will be automatically called at the Call Amount if the Observation Level of the Market Measure, which is the PHLX Housing SectorSM Index (the “Index”), is equal to or greater than the
Call Level on the Observation Date. If the notes are not called, at maturity, the notes provide you with a Step Up Payment if the Ending Value of the Index is equal to or greater than the Starting Value, but is not greater than the Step Up Value. If
the Ending Value is greater than the Step Up Value, you will participate on a 1-for-1 basis in the increase in the level of the Index above the Starting Value. If the Ending Value is less than the Starting Value, you will lose all or a portion of the
principal amount of your notes. Any payments on the notes will be calculated based on the $10 principal amount per unit and will depend on the performance of the Index, subject to our credit risk. See “Terms of the Notes” below.
The economic terms of the notes (including the Call Premium and Call Amount) are based on our internal funding rate, which is the rate we would
pay to borrow funds through the issuance of market-linked notes, and the economic terms of certain related hedging arrangements. Our internal funding rate is typically lower than the rate we would pay when we issue conventional fixed rate debt
securities. This difference in funding rate, as well as the underwriting discount and the hedging related charge described below, reduced the economic terms of the notes to you and the initial estimated value of the notes on the pricing date. Due to
these factors, the public offering price you pay to purchase the notes is greater than the initial estimated value of the notes.
On the cover page of this term sheet, we have provided the initial estimated value for the notes. This estimated value was determined by reference
to our internal pricing models, which take into consideration certain factors, such as our internal funding rate on the pricing date and our assumptions about market parameters. For more information about the initial estimated value and the structuring
of the notes, see “Structuring the Notes” on page TS-16.
Terms of the Notes |
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Issuer:
|
The Bank of Nova Scotia (“BNS”) |
Call Settlement Date: |
Approximately the fifth business day following the Observation Date, subject to postponement if the Observation Date is postponed, as described on page |
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Principal Amount: |
$10.00 per unit |
Call Premium: |
$1.15 per unit if called on the Observation Date (which represents a return of 11.50% over the principal amount). |
|
Term:
|
Approximately two years, if not called |
Ending Value: |
The closing level of the Market Measure on the calculation day. The scheduled calculation day is subject to postponement in the event of Market Disruption |
|
Market Measure:
|
The PHLX Housing SectorSM Index (Bloomberg symbol: “HGX”), a price return index |
Step Up Value: |
511.76 (125.00% of the Starting Value, rounded to two decimal places). |
|
Starting Value:
|
409.41 |
Step Up Payment: |
$2.50 per unit, which represents a return of 25.00% over the principal amount. |
|
Observation Level:
|
The closing level of the Market Measure on the Observation Date. |
Threshold Value: |
409.41 (100.00% of the Starting Value). |
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Observation Date: |
February 4, 2022. The scheduled Observation Date is subject to postponement in the event of Market Disruption Events, as described beginning on page PS-28 |
Calculation Day: |
January 20, 2023 |
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Call Level:
|
409.41 (100.00% of the Starting Value). |
Fees and Charges: |
The underwriting discount of $0.20 per unit listed on the cover page and the hedging related charge of $0.05 per unit described in “Structuring the Notes” |
|
Call Amount (per Unit): |
$11.15 if called on the Observation Date.
|
Calculation Agent: |
Determining Payment on the Notes
Automatic Call Provision
The notes will be called automatically on the Observation Date if the Observation Level on the Observation Date is equal to or greater than the
Call Level. If the notes are called, you will receive $10 per unit plus the Call Premium.

Redemption Amount Determination
If the notes are not automatically called, on the maturity date, you will receive a cash payment per unit determined as follows:

The terms and risks of the notes are contained in this term sheet and in the following:
◾ |
Prospectus supplement dated November 19, 2020: |
As a result of the completion of the reorganization of Bank of America’s U.S. broker-dealer business, references to Merrill Lynch, Pierce, Fenner
& Smith Incorporated (“MLPF&S”) in the accompanying product prospectus supplement EQUITY SUN-1, as such references relate to MLPF&S’s institutional services, should be read as references to (BofA)S.
These documents (together, the “Note Prospectus”) have been filed as part of a registration statement with the SEC, which may, without cost, be
accessed on the SEC website as indicated above or obtained from MLPF&S or (BofA)S by calling 1-800-294-1322. You should read the Note Prospectus, including this term sheet, for information about us and this offering. Any prior or contemporaneous
oral statements and any other written materials you may have received are superseded by the Note Prospectus. When you read the accompanying product prospectus supplement, please note that all references in such supplement to the prospectus supplement
dated December 26, 2018 or to any sections therein should refer instead to the accompanying prospectus supplement dated November 19, 2020 or to the corresponding sections of such prospectus supplement, as applicable, unless the context otherwise
requires. Capitalized terms used but not defined in this term sheet have the meanings set forth in product prospectus supplement EQUITY SUN-1. Unless otherwise indicated or unless the context requires otherwise, all references in this document to “we,”
“us,” “our,” or similar references are to BNS.
Investor Considerations
You may wish to consider an investment in the notes if: |
The notes may not be an appropriate investment for you if: |
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◾ You are willing to receive a return on your investment capped at the Call Premium if the Observation Level is equal to or greater than the Call Level. ◾ You anticipate that the notes will be automatically called or that the Index will not decrease from the Starting Value to the Ending Value. ◾ You are willing to risk a substantial loss of principal and return if the notes are not automatically called and the Index decreases from the Starting Value to the Ending Value. ◾ You are willing to forgo the interest payments that are paid on conventional interest bearing debt securities. ◾ You are willing to forgo dividends or other benefits of owning the stocks included in the Index. ◾ You are willing to accept a limited or no market for sales prior to maturity, and understand that the market prices for the notes, if any, will be affected by various factors, including our actual and perceived ◾ You are willing to assume our credit risk, as issuer of the notes, for all payments under the notes, including the Redemption Amount. |
◾ You want to hold your notes for the full term. ◾ You believe that the notes will not be automatically called and the Index will decrease from the Starting Value to the Ending Value. ◾ You seek principal repayment or preservation of capital. ◾ You seek interest payments or other current income on your investment. ◾ You want to receive dividends or other distributions paid on the stocks included in the Index. ◾ You seek an investment for which there will be a liquid secondary market. ◾ You are unwilling or are unable to take market risk on the notes or to take our credit risk as issuer of the notes. |
We urge you to consult your investment, legal, tax, accounting, and other advisors regarding an investment in the notes.
Hypothetical Payout Profile and Examples of Payments at Maturity
The graph below shows a payout profile at maturity, which would only apply if the notes are not called on the Observation Date.
Autocallable Market-Linked Step Up Notes ![]() |
This graph reflects the returns on the notes, based on the Threshold Value of 100.00% of the Starting Value, the Step Up Payment of $2.50 per unit and This graph has been prepared for purposes of illustration only. |
The following table and examples are for purposes of illustration only. They are based on hypothetical values and show hypothetical returns on the notes, assuming the notes are not called
on the Observation Date. They illustrate the calculation of the Redemption Amount and total rate of return based on a hypothetical Starting Value of 100, a hypothetical Threshold Value of 100, a hypothetical Step Up Value of 125.00, the Step Up Payment
of $2.50 per unit and a range of hypothetical Ending Values. The actual amount you receive and the resulting total rate of return will depend on the actual
Starting Value, Threshold Value, Ending Value, Step Up Value, whether the notes are called on the Observation Date and whether you hold the notes to maturity. The following examples do not take into account any tax consequences from investing
in the notes.
For recent actual levels of the Market Measure, see “The Index” section below. The Index is a price return index and as such the Ending Value will
not include any income generated by dividends paid on the stocks included in the Index, which you would otherwise be entitled to receive if you invested in those stocks directly. In addition, all payments on the notes are subject to issuer credit risk.
Percentage Change from the Starting Value to the Ending Value |
Redemption Amount per Unit |
Total Rate of Return on the Notes |
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0.00 |
-100.00% |
$0.00 |
-100.00% |
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50.00 |
-50.00% |
$5.00 |
-50.00% |
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75.00 |
-25.00% |
$7.50 |
-25.00% |
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80.00 |
-20.00% |
$8.00 |
-20.00% |
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90.00 |
-10.00% |
$9.00 |
-10.00% |
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95.00 |
-5.00% |
$9.50 |
-5.00% |
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100.00(1)(2) |
0.00% |
$12.50(3) |
25.00% |
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105.00 |
5.00% |
$12.50 |
25.00% |
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110.00 |
10.00% |
$12.50 |
25.00% |
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115.00 |
15.00% |
$12.50 |
25.00% |
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125.00(4) |
25.00% |
$12.50 |
25.00% |
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130.00 |
30.00% |
$13.00 |
30.00% |
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140.00 |
40.00% |
$14.00 |
40.00% |
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150.00 |
50.00% |
$15.00 |
50.00% |
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160.00 |
60.00% |
$16.00 |
60.00% |
(1) |
This is the hypothetical Threshold Value. |
(2) |
The hypothetical Starting |
(3) |
This amount represents the sum of the principal amount and the Step Up Payment of $2.50. |
(4) |
This is the hypothetical |
Example 1 |
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The Ending Value is 90.00, or 90.00% of the Starting Value: |
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Starting Value: 100.00 |
|
Threshold Value: 100.00 |
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Ending Value: 90.00 |
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![]() |
Redemption Amount per unit |
Example 2 |
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The Ending Value is 110.00, or 110.00% of the Starting Value: |
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Starting Value: 100.00 |
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Step Up Value: 125.00 |
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Ending Value: 110.00 |
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![]() |
Redemption Amount per unit, the principal amount plus the |
Example 3 |
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The Ending Value is 143.00, or 143.00% of the Starting Value: |
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Starting Value: 100.00 |
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Step Up Value: 125.00 |
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Ending Value: 143.00 |
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![]() |
Redemption Amount per unit |
There are important differences between the notes and a conventional debt security. An investment in the notes involves
significant risks, including those listed below. You should carefully review the more detailed explanation of risks relating to the notes in the “Risk Factors” sections beginning on page PS-7 of product prospectus supplement EQUITY SUN-1, page S-2 of
the prospectus supplement, and page 5 of the prospectus identified above. We also urge you to consult your investment, legal, tax, accounting, and other advisors.
Structure-Related Risks
◾ |
If the notes are not automatically called, depending on the performance of the Index as measured shortly before the maturity date, your investment may result in a loss; |
◾ |
Your return on the notes may be less than the yield you could earn by owning a conventional fixed or floating rate debt security of comparable maturity. |
◾ |
If the notes are called, your investment return is limited to the return represented by the Call Premium. |
◾ |
Your investment return may be less than a comparable investment directly in the stocks included in the Index. |
◾ |
Payments on the notes are subject to our credit risk, and actual or perceived changes in our creditworthiness are expected to affect the value of the notes. If we become |
Market Measure-Related Risks
◾ |
The Index sponsor may adjust the Index in a way that may adversely affect its level and your interests, and the Index sponsor has no obligation to consider your interests. |
◾ |
You will have no rights of a holder of the securities included in the Index, and you will not be entitled to receive securities or dividends or other |
◾ |
While we, MLPF&S, (BofA)S or our respective affiliates may from time to time own securities of companies included in the Index, we, MLPF&S, (BofA)S and our respective |
Valuation-and Market-Related Risks
◾ |
Our initial estimated value of the notes is lower than the public offering price of the notes. Our initial estimated value of the notes is only an estimate. The public |
◾ |
Our initial estimated value of the notes does not represent future values of the notes and may differ from others’ estimates. Our initial estimated value of the notes is |
◾ |
Our initial estimated value is not determined by reference to credit spreads or the borrowing rate we would pay for our conventional fixed-rate debt securities. The internal |
◾ |
A trading market is not expected to develop for the notes. None of us, MLPF&S or (BofA)S is obligated to make a market for, or to repurchase, the notes. There is no |
Conflict-Related Risks
◾ |
Our business, hedging and trading activities, and those of MLPF&S, (BofA)S and our respective affiliates (including trades in shares of companies included in the Index), |
◾ |
There may be potential conflicts of interest involving the calculation agent, which is (BofA)S. We have the right to appoint and remove the calculation agent. |
Tax-Related Risks
◾ |
The U.S. federal income tax consequences of the notes are uncertain, and may be adverse to a holder of the notes. See “Summary of U.S. Federal Income Tax Consequences” |
◾ |
The conclusion that no portion of the interest paid or credited or deemed to be paid or credited on a note will be “Participating Debt Interest” subject to Canadian |
Additional Risk Factors Related to General Credit Considerations
The COVID-19 virus may have an adverse impact on BNS.
On March 11, 2020, the World Health Organization declared the outbreak of a strain of novel coronavirus disease, COVID-19, a global pandemic.
Governments in affected areas have imposed a number of measures designed to contain the outbreak, including business closures, travel restrictions, quarantines and cancellations of gatherings and events. The spread of COVID-19 has had disruptive
effects in countries in which BNS operates and the global economy more widely, as well as causing increased volatility and declines in financial markets. COVID-19 has materially impacted and continues to materially impact the markets in which BNS
operates. If the pandemic is prolonged, or further diseases emerge that give rise to similar effects, the adverse impact on the global economy could deepen and result in further declines in financial markets. A substantial amount of BNS’s business
involves making loans or otherwise committing resources to specific companies, industries or countries. The COVID-19 pandemic’s impact on such borrowers, industries and countries could have a material adverse effect on BNS’s financial results,
businesses, financial condition or liquidity. The COVID-19 pandemic may also result in disruption to BNS’s key suppliers of goods and services and result in increased unavailability of staff adversely impacting the quality and continuity of service to
customers and the reputation of BNS. As a result, the business, results of operations, corporate reputation and financial condition of BNS could be adversely impacted for a substantial period of time.
Additional Risk Factors Related to the Market Measure
The stocks included in the Index are concentrated in one sector.
All of the stocks included in the Index are issued by companies whose primary lines of business are directly associated with the U.S. housing
construction sector. As a result, the stocks that will determine the performance of the notes are concentrated in one sector. Although an investment in the notes will not give holders any ownership or other direct interests in the stocks underlying
the Index, the return on an investment in the notes will be subject to certain risks associated with a direct equity investment in companies in the U.S. housing construction sector. Accordingly, by investing in the notes, you will not benefit from the
diversification which could result from an investment linked to companies that operate in multiple sectors.
A limited number of Index Components may affect its level and the Index is not necessarily representative of the U.S. housing
construction industry.
As of December 17, 2020, the top three Index Components constituted 38.09% of the total weight of the Index and the top six Index Components
constituted 61.02% of the total weight of the Index. Any reduction in the market price of those securities is likely to have a substantial adverse impact on the level of the Index and the value of the notes.
While the stocks comprising the Index are common stocks of companies generally considered to be involved in various segments of the U.S. housing
construction industry, the stocks underlying the Index and the Index may not necessarily follow the price movements of the entire industry generally. If the stocks underlying the Index decline in value, the Index will decline in value even if common
stock prices in the U.S. housing construction industry generally increase in value.
The housing construction industry is significantly affected by a number of factors, including general and local economic
conditions and real estate markets as well as by weather conditions, natural disasters, and geopolitical events, any of which could adversely affect the performance of the companies included in the Index.
The housing construction industry is cyclical and has from time to time experienced significant difficulties. The prices of the equity securities
included in the Index and, in turn, the level of the Index will be affected by a number of factors that may affect the value of the notes, including:
• |
employment levels and job growth; |
• |
the availability of financing for home buyers; |
• |
market interest rates; |
• |
housing demand and real estate values; |
• |
the availability of suitable undeveloped land; |
• |
raw material and labor shortages and price fluctuations; |
• |
federal, state, and local laws and regulations concerning the development of land, housing construction, home sales, consumer financing, and environmental protection; |
• |
competition among companies which engage in the housing construction business; and |
• |
the supply of homes and other housing alternatives. |
In addition, weather conditions and natural disasters such as hurricanes, tornadoes, earthquakes, floods, and fires can harm the housing
construction business. Geopolitical events, such as armed conflict and related market disruptions could also have a significant impact on the housing construction business.
These factors described above could cause a change in the housing construction industry generally or regionally and could cause the value of the
equity securities included in the Index and the level of the Index to decrease or remain flat during the term of the notes.
There is no direct correlation between the value of the notes or the level of the Index and residential housing prices.
There is no direct linkage between the level of the Index and residential housing prices in specific regions or residential housing prices in
general. While residential housing prices may be one factor that could affect the prices of the stocks included in the Index and, consequently, the return on the notes, the Index and the notes are not directly linked to movements of residential
housing prices and may be affected by factors unrelated to those movements.
We have obtained all information regarding the Index contained in this term sheet, including its make-up, method of calculation, and changes in
its components, from information prepared by the Nasdaq OMX Group, Inc. (“Nasdaq OMX” or the “Index sponsor”). That information reflects the policies of, and is subject to change by Nasdaq OMX. Nasdaq OMX, which owns the copyright and all other
rights to the Index, has no obligation to continue to publish, and may discontinue publication of, the Index. The consequences of the Index sponsor discontinuing publication of the Index are discussed in the section entitled “Description of the
Notes—Discontinuance of an Index” beginning on page PS-30 of product prospectus supplement EQUITY SUN-1. None of us, MLPF&S or (BofA)S accepts any responsibility for the calculation, maintenance or publication of the Index or any successor index.
“Nasdaq®,” “PHLX®,” “Nasdaq OMXSM,” “PHLX Housing SectorSM Index,” and “HGXSM” are registered trademarks or servicemarks of Nasdaq OMX and have been licensed for use. The notes have not been
passed on by Nasdaq OMX as to their legality or suitability and are not sponsored, endorsed, sold, or promoted by Nasdaq OMX or its affiliates. NASDAQ OMX OR
ITS AFFILIATES MAKES NO WARRANTIES AND BEARS NO LIABILITY WITH RESPECT TO THE NOTES AND MAKES NO REPRESENTATION REGARDING THE ADVISABILITY OF INVESTING IN THE NOTES.
The Index is designed to measure the performance of a set of companies whose primary lines of business are directly associated with the U.S.
housing construction market. The Index is currently composed of 19 members. See “—Composition of the Index.” The Index is published by Nasdaq OMX. The Index began on January 2, 2002 at a base value of 250.00.
The Index is monitored or benchmarked against the value at which it was initially set. The Index will reflect the U.S. housing construction
industry only to the extent that the underlying issues are representative of the industry. Nasdaq OMX will adjust the composition of the Index due to mergers of component issuers, because issuers no longer reflect the particular Index group, or to
improve the Index’s correlation to the U.S. housing construction industry, as described in more detail below.
General
The Index is a modified market capitalization-weighted index, in which the value of the Index equals the aggregate value of the Index share
weights, also known as the “Index Shares,” of each of the securities included in the Index (the “Index Securities”), multiplied by each such Index Security’s last sale price, and divided by the divisor of the Index. The divisor serves the purpose of
scaling the aggregate Index value to a lower order of magnitude, which is more desirable for Index reporting purposes. If trading in an Index Security is halted on its primary listing market while such market is open, the most recent last sale price
for that security is used for all Index computations until trading on such market resumes. If trading in an Index Security is halted on its primary market before such market is open, the previous day’s last sale price is used.
The formula for the Index value is:
Aggregate Adjusted Market Value
Divisor
where the Divisor equals:
(Market Value after Adjustments/Market Value before Adjustments) × Divisor before Adjustments
The Index is ordinarily calculated without regard to cash dividends on the Index Securities, but reflects extraordinary cash dividends on the
Index Securities.
The Index is calculated during the trading day and is disseminated once per second from 9:30:01 a.m. to 5:16:00 p.m., Eastern Standard Time
(“EST”) in U.S. dollars. The closing value of the Index may change up until 5:15:00 p.m. EST due to corrections to the last sale price of the Index Securities.
Eligibility
Index eligibility is limited to specific types of securities. The security types eligible for the Index include U.S. and non-U.S. common stocks,
ordinary shares, shares of beneficial interest and limited partnership interests.
Initial Security Eligibility Criteria
To be included in the Index, a security must meet the following criteria:
◾ |
the security must be listed on the New York Stock Exchange, the Nasdaq Stock Market, NYSE American or the Chicago Board Options Exchange (“CBOE”); |
◾ |
the issuer of the security must be classified, as reasonably determined by Nasdaq OMX, as a company whose primary business is associated with the U.S. housing construction |
◾ |
only one class of security per issuer is allowed—if an issuer has multiple securities, the security with the highest dollar trading volume will be selected for possible |
◾ |
the security must have a market capitalization of at least $100 million; |
◾ |
the security must have traded at least 1.5 million shares in each of the last six months; |
◾ |
the security must have listed options on a recognized options market in the U.S. or be eligible for listed-options trading on a recognized options market in the U.S.; |
◾ |
the security may not be issued by an issuer currently in bankruptcy proceedings; |
◾ |
the issuer of the security may not have entered into a definitive agreement or other arrangement which would likely result in the security no longer being eligible for the |
◾ |
the issuer of the security may not have annual financial statements with an audit opinion that is currently withdrawn; and |
◾ |
the security must have “seasoned” on a recognized market for at least six months; in the case of spin-offs, the operating history of the spin-off will be considered. |
Component Replacement Criteria
In the event that an Index Security no longer meets the continued security eligibility criteria described below, it will be replaced with a
security that meets all of the initial security eligibility criteria and additional criteria which follows. Securities eligible for inclusion will be ranked descending by market value, current price, and percentage price change over the previous six
months. The security with the highest overall ranking will be added to the Index (if multiple securities have the same rank, the security with the largest market capitalization will rank higher), provided that the Index then meets the following
criteria:
◾ |
no single Index Security is greater than 20% of the weight of the Index, and the top five Index Securities do not constitute more than 55% of the weight of the Index; and |
◾ |
no more than 15% of the weight of the Index is composed of non-U.S. component securities that are not subject to comprehensive surveillance agreements. |
In the event that the highest ranking security does not permit the Index to meet the above criteria, the next highest ranking security will be
selected and the Index criteria will again be applied to determine eligibility. The process will continue until a qualifying replacement security is selected.
Continued Security Eligibility Criteria
To be eligible for continued inclusion in the Index, an Index Security must meet the following criteria:
◾ |
the security must be listed on the New York Stock Exchange, the Nasdaq Stock Market, or NYSE American; |
◾ |
the issuer of the security must be classified, as reasonably determined by Nasdaq OMX, as a company whose primary business is associated with the U.S. housing sector under |
◾ |
the security must have a market capitalization of at least $60 million; |
◾ |
the security may not be issued by an issuer currently in bankruptcy proceedings; and |
◾ |
the issuer of the security may not have annual financial statements with an audit opinion that is currently withdrawn. |
Continued Index Eligibility Criteria
In addition to the security eligibility criteria, the Index as a whole must meet the following criteria on a continual basis unless otherwise
noted:
◾ |
no single Index Security is greater than 25% of the weight of the Index, and the top five Index Securities do not constitute more than 60% of the weight of the Index |
◾ |
no more than 18% of the weight of the Index is composed of non-U.S. Index Securities that are not subject to comprehensive surveillance agreements; |
◾ |
the total number of Index Securities has not increased or decreased by 33 1/3% of the Index and in no event will be less than nine; |
◾ |
Index Securities representing at least 95% of the weight of the Index have a market capitalization of at least $75 million; |
◾ |
Index Securities representing at least 92% of the weight of the Index and at least 82% of the total number of Index Securities meet the security options eligibility rules; |
◾ |
Index Securities must have trading volume of at least 600,000 shares for each of the last six months, except that for each of the lowest weighted Index Securities that in |
◾ |
the lesser of the five highest weighted Index Securities or the highest weighted Index Securities that in the aggregate represent at least 30% of the total number of Index |
In the event the Index does not meet the criteria, the Index composition will be adjusted to ensure that the Index meets the criteria. Index
Securities that contribute to the Index not meeting the eligibility criteria may be removed. Index Securities may be added and/or replaced according to the component replacement rules to ensure compliance with these criteria. If removed, the security
will, in
ordinary circumstances, be removed at its last sale price. If the security is halted from trading on its primary listing market, however, and the
official closing price cannot be readily determined, Nasdaq OMX may, at its discretion, remove the security at a zero price. If the security is removed at a zero price, it will be applied to the Index after the close of market but before the
dissemination of the official closing value of the Index is disseminated (ordinarily at 5:16:00 p.m. EST).
Index Maintenance
If a corporate event occurs as to any Index Security, such as a stock dividend, stock split, spin-off or rights issuance, the Index Shares and/or
the price of the Index Security will be adjusted on the ex-date. If the change in total shares outstanding arising from other corporate actions is greater than or equal to 10%, the adjustment in the Index Shares and/or the price of the Index Security
will be made as soon as practicable. Otherwise, if the change in total shares outstanding is less than 10%, then all such changes are accumulated through the end of February, May, August and November and made effective at one time on a quarterly basis
after the close of trading on the third Friday of March, June, September and December, respectively. The Index Shares are derived from the Index Security’s total shares outstanding. The Index Shares are adjusted by the same percentage amount by which
the total shares outstanding have changed.
In the event of a special cash dividend announced by the relevant listing exchange, the last sale price of the affected Index Security will be
adjusted prior to market open on the ex-date for the special amount distributed.
In the event of a change in the Index Shares, a change in an Index Security, or a change to the price of an Index Security due to spin-offs,
rights issuances, or special cash dividends, the divisor is ordinarily adjusted to ensure that there is no discontinuity in the value of the Index, which might otherwise be caused by any such change. All changes are announced in advance and will be
reflected in the Index prior to market open on the applicable effective date.
Index Rebalancing
The Index uses a modified market capitalization-weighting methodology. Each quarter, the Index is rebalanced so that the maximum weight of any
Index Security will not exceed 15% and no more than two Index Securities will be at the cap. Under those circumstances, any Index Security that is then in excess of 8% will be capped at 8%. The aggregate amount by which all Index Securities over 15%
and 8% is reduced will be redistributed proportionally across the remaining Index Securities. After redistribution, if any other Index Security then exceeds 8%, the Index Security is set to 8% of the Index and the redistribution is repeated to derive
the final weights.
The modified market capitalization-weighted methodology is applied to the capitalization of each Index Security, using the last sale price of the
Index Security at the close of trading on the first Friday in March, June, September, and December and after applying quarterly changes to the total shares outstanding. Index Shares are then calculated by multiplying the weight of the Index Security
by the new market value of the Index and dividing the modified market capitalization for each Index Security by its corresponding last sale price. The changes become effective after trading on the third Friday in March, June, September, and December.
Composition of the Index
As of January 28, 2021 the Index was composed of the following 19 stocks according to Bloomberg L.P.:
Percentage of Index Weighting |
||
DR Horton Inc. |
14.58% |
|
Weyerhaeuser Company |
14.21% |
|
Lennar Corporation |
8.38% |
|
Vulcan Materials Company |
8.04% |
|
Masco Corporation |
7.73% |
|
Pulte Group, Inc. |
7.70% |
|
Lennox International, Inc. |
7.45% |
|
Owens Corning |
6.15% |
|
Toll Brothers, Inc. |
4.82% |
|
PennyMac Financial Services, Inc. |
3.14% |
Radian Group, Inc. |
2.80% |
|
KB Home |
2.78% |
|
Armstrong World Industries, Inc. |
2.76% |
|
M.D.C. Holdings Inc |
2.52% |
|
Meritage Homes Corporation |
2.35% |
|
LGI Homes, Inc. |
1.96% |
|
Mueller Water Products, Inc. |
1.39% |
|
M/I Homes, Inc. |
1.05% |
|
Ocwen Financial Corporation |
0.16% |
|
* Rounded to two decimal places. |
The following graph shows the daily historical performance of the Index in the period from January 1, 2011
through January 28, 2021. We obtained this historical data from Bloomberg L.P. We have not independently verified the accuracy or completeness of the information obtained from Bloomberg L.P. On the pricing date, the closing level of the Index was
409.41.
Historical Performance of the Index

This historical data on the Index is not necessarily indicative of the future performance of the Index or
what the value of the notes may be. Any historical upward or downward trend in the level of the Index during any period set forth above is not an indication that the level of the Index is more or less likely to increase or decrease at any time over the
term of the notes.
You should consult publicly available sources for the levels of the Index.
License Agreement
for a fee, of the right to use the Index, which is owned and published by Nasdaq, Inc. in connection with the notes. The license agreement between Nasdaq, Inc. and BNS provides that the following language must be stated in this term sheet:
The notes are not sponsored, endorsed, sold or promoted by Nasdaq, Inc. or its affiliates (Nasdaq, with its affiliates, are referred to as the
“Corporations”). The Corporations have not passed on the legality or suitability of, or the accuracy or adequacy of descriptions and disclosures relating to, the notes. The Corporations make no 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 PHLX Housing SectorSM Index to track general stock market performance. The
Corporations’ only relationship to BNS (“Licensee”) is in the licensing of the Nasdaq®, PHLX Housing SectorSM, and HGXSM and certain trade names of the Corporations and the use of the PHLX Housing SectorSM Index
which is determined, composed and calculated by Nasdaq without regard to Licensee or the notes. Nasdaq has no obligation to take the needs of the Licensee or the owners of the notes into consideration in determining, composing or calculating the PHLX
Housing SectorSM Index. The Corporations are not responsible for and have not participated in the determination of the timing of, prices at, or quantities of the notes to be issued or in the determination or calculation of the equation by
which the notes are to be converted into cash. The Corporations have no liability in connection with the administration, marketing or trading of the notes.
THE CORPORATIONS DO NOT GUARANTEE THE ACCURACY AND/OR UNINTERRUPTED CALCULATION OF PHLX HOUSING SECTORSM INDEX OR
ANY DATA INCLUDED THEREIN. THE CORPORATIONS MAKE NO WARRANTY, EXPRESS OR IMPLIED, AS TO RESULTS TO BE OBTAINED BY LICENSEE, OWNERS OF THE NOTES, OR ANY OTHER PERSON OR ENTITY FROM THE USE OF THE PHLX HOUSING SECTORSM INDEX OR ANY DATA
INCLUDED THEREIN. THE CORPORATIONS MAKE NO EXPRESS OR IMPLIED WARRANTIES, AND EXPRESSLY DISCLAIM ALL WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR USE WITH RESPECT TO THE PHLX HOUSING SECTORSM INDEX OR ANY DATA
INCLUDED THEREIN. WITHOUT LIMITING ANY OF THE FOREGOING, IN NO EVENT SHALL THE CORPORATIONS HAVE ANY LIABILITY FOR ANY LOST PROFITS OR SPECIAL, INCIDENTAL, PUNITIVE, INDIRECT, OR CONSEQUENTIAL DAMAGES, EVEN IF NOTIFIED OF THE POSSIBILITY OF SUCH
DAMAGES.
Under our distribution agreement with (BofA)S, (BofA)S will purchase the notes from us as principal at the public offering price indicated on the
cover of this term sheet, less the indicated underwriting discount.
MLPF&S will purchase the notes from (BofA)S for resale, and will receive a selling concession in connection with the sale of the notes in an
amount up to the full amount of the underwriting discount set forth on the cover of this term sheet.
We will deliver the notes against payment therefor in New York, New York on a date that is greater than two business days following the pricing
date. Under Rule 15c6-1 of the Securities Exchange Act of 1934, trades in the secondary market generally are required to settle in two business days, unless the parties to any such trade expressly agree otherwise. Accordingly, purchasers who wish to
trade the notes more than two business days prior to the settlement date will be required to specify alternative settlement arrangements to prevent a failed settlement.
The notes will not be listed on any securities exchange. In the original offering of the notes, the notes will be sold in minimum investment
amounts of 100 units. If you place an order to purchase the notes, you are consenting to MLPF&S and/or one of its affiliates acting as a principal in effecting the transaction for your account.
MLPF&S and (BofA)S may repurchase and resell the notes, with repurchases and resales being made at prices related to then-prevailing market
prices or at negotiated prices, and these prices will include MLPF&S’s and (BofA)S’s trading commissions and mark-ups or mark-downs. MLPF&S and (BofA)S may act as principal or agent in these market-making transactions; however, neither is obligated
to engage in any such transactions. At their discretion, for a short, undetermined initial period after the issuance of the notes, MLPF&S and (BofA)S may offer to buy the notes in the secondary market at a price that may exceed the initial estimated
value of the notes. Any price offered by MLPF&S or (BofA)S for the notes will be based on then-prevailing market conditions and other considerations, including the performance of the Index and the remaining term of the notes. However, none of us,
MLPF&S, (BofA)S or any of our respective affiliates is obligated to purchase your notes at any price or at any time, and we cannot assure you that we, MLPF&S, (BofA)S or any of our respective affiliates will purchase your notes at a price that
equals or exceeds the initial estimated value of the notes.
The value of the notes shown on your account statement produced by MLPF&S will be based on (BofA)S’s estimate of the value of the notes if (BofA)S
or another of its affiliates were to make a market in the notes, which it is not obligated to do. That estimate will be based upon the price that (BofA)S may pay for the notes in light of then-prevailing market conditions, and other considerations, as
mentioned above, and will include transaction costs. At certain times, this price may be higher than or lower than the initial estimated value of the notes.
The distribution of the Note Prospectus in connection with these offers or sales will be solely for the purpose of providing investors with the
description of the terms of the notes that was made available to investors in connection with their initial offering. Secondary market investors should not, and will not be authorized to, rely on the Note Prospectus for information regarding BNS or for
any purpose other than that described in the immediately preceding sentence.
The notes are our unsecured senior debt securities, the return on which is linked to the performance of the Index. As is the case for all of our
debt securities, including our market-linked notes, the economic terms of the notes reflect our actual or perceived creditworthiness at the time of pricing. The internal funding rate we use in pricing the market-linked note is typically lower than the
rate we would pay when we issue conventional fixed-rate debt securities of comparable maturity. This generally relatively lower internal funding rate, which is reflected in the economic terms of the notes, along with the fees and charges associated
with market-linked notes, resulted in the initial estimated value of the notes on the pricing date being less than their public offering price.
Payments on the notes, including the amount you receive at maturity or upon an automatic call, will be calculated based on the performance of the
Index and the $10 per unit principal amount. In order to meet these payment obligations, at the time we issue the notes, we may choose to enter into certain hedging arrangements (which may include call options, put options or other derivatives) with
(BofA)S or one of its affiliates. The terms of these hedging arrangements are determined by seeking bids from market participants, including MLPF&S, (BofA)S and its affiliates, and take into account a number of factors, including our creditworthiness,
interest rate movements, the volatility of the Index, the tenor of the notes and the tenor of the hedging arrangements. The economic terms of the notes and their initial estimated value depend in part on the terms of these hedging arrangements.
(BofA)S has advised us that the hedging arrangements will include a hedging related charge of approximately $0.05 per unit, reflecting an estimated
profit to be credited to (BofA)S from these transactions. Since hedging entails risk and may be influenced by unpredictable market forces, additional profits and losses from these hedging arrangements may be realized by (BofA)S or any third party hedge
providers.
For further information, see “Risk Factors” beginning on page PS-7 and “Use of Proceeds and Hedging” on page PS-23 of product prospectus
supplement EQUITY SUN-1.
Summary of Canadian Federal Income Tax Consequences
An investor should read carefully the description of principal Canadian federal income tax considerations under “Canadian Taxation” in the
accompanying prospectus relevant to a holder (as defined on page 20 of the prospectus) owning debt securities, and the description of principal Canadian federal income tax considerations under “Supplemental Discussion of Canadian Federal Income Tax
Consequences” in the product prospectus supplement EQUITY SUN-1.
Summary of U.S. Federal Income Tax Consequences
The following is a general description of certain U.S. federal tax considerations relating to the notes. Prospective purchasers of the notes
should consult their tax advisors as to the consequences under the tax laws of the country of which they are residents for tax purposes and the tax laws of the U.S. of acquiring, holding and disposing of the notes and receiving payments under the
notes. This summary is based upon the law as in effect on the date of this document and is subject to any change in law that may take effect after such date. We urge you to read the more detailed discussion in the “Material U.S. Federal Income Tax
Consequences” section beginning on page PS-42 of product prospectus supplement EQUITY SUN-1.
No statutory, regulatory, judicial or administrative authority directly discusses how the notes should be treated for U.S. federal income tax
purposes. As a result, the U.S. federal income tax consequences of your investment in the notes are uncertain. Accordingly, we urge you to consult your tax advisor as to the tax consequences of your investment in the notes (and of having agreed to the
required tax treatment of your notes described below) and as to the application of state, local or other tax laws to your investment in your notes and the possible effects of changes in federal or other tax laws.
Pursuant to the terms of the notes, BNS and you agree, in the absence of a statutory or regulatory change or an administrative determination or
judicial ruling to the contrary, to characterize your notes as prepaid derivative contracts with respect to the Index. If your notes are so treated, you should generally recognize long-term capital gain or loss if you hold your notes for more than one
year (and, otherwise, short-term capital gain or loss) upon the taxable disposition of your notes in an amount equal to the difference between the amount you receive at such time and the amount you paid for your notes. The deductibility of capital
losses is subject to limitations.
However, it is possible that the Internal Revenue Service (the “IRS”) could assert that your holding period in respect of your notes should end on
the date on which the amount you are entitled to receive upon maturity or automatic call of your notes is determined, even though you will not receive any amounts from BNS in respect of your notes prior to the maturity or automatic call of your notes.
In such case, you may be treated as having a holding period in respect of your notes prior to the maturity or automatic call of your notes, and such holding period may be treated as less than one year even if you receive cash upon the maturity or
automatic call of your notes at a time that is more than one year after the beginning of your holding period.
Based on certain factual representations received from us, our special U.S. tax counsel, Cadwalader, Wickersham & Taft LLP,
is of the opinion that it would be reasonable to treat your notes in the manner described above. 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 for tax purposes as a single contingent payment debt instrument or 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.
Notice 2008-2. In 2007, the IRS released a
notice that may affect the taxation of holders of the notes. According to Notice 2008-2, the IRS and the U.S. Treasury Department (the “Treasury”) are actively considering whether a holder of an instrument such as the notes should be required to accrue
ordinary income on a current basis. It is not possible to determine what guidance they will ultimately issue, if any. It is possible, however, that under such guidance, holders of the notes will ultimately be required to accrue income currently and
this could be applied on a retroactive basis. The IRS and the Treasury are also considering other relevant issues, including whether additional gain or loss from such instruments should be treated as ordinary or capital, whether non-U.S. holders of
such instruments should be subject to withholding tax on any deemed income accruals, and whether the special “constructive ownership rules” of Section 1260 of the Internal Revenue Code of 1986, as amended (the “Code”) should be applied to such
instruments. Both U.S. and non-U.S. holders are urged to consult their tax advisors concerning the significance, and the potential impact, of the above considerations.
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 realized 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 with respect to 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.
Backup Withholding and Information Reporting.
The proceeds received from a taxable disposition of the notes will be subject to information reporting unless you are an “exempt recipient” and may also be subject to backup withholding at the rate specified in the
Code if you fail to provide certain identifying information (such as an accurate taxpayer number, if you are a U.S. holder) or meet certain other
conditions.
Amounts withheld under the backup withholding rules are not additional taxes and may be refunded or credited against your U.S. federal income tax
liability, provided the required information is furnished to the IRS.
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 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 897 of the Code and
Section 871(m) of the Code, discussed herein, gain realized from the taxable disposition of a note 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 897. We will not attempt to ascertain
whether the issuer of any stock included in the Index would be treated as a “United States real property holding corporation” (“USRPHC”) within the meaning of Section 897 of the Code. We also have not attempted to determine whether the notes should be
treated as “United States real property interests” (“USRPI”) as defined in Section 897 of the Code. If any such entity and/or the notes were so treated, certain adverse U.S. federal income tax consequences could possibly apply, including subjecting any
gain realized by a non-U.S. holder in respect of the notes upon a taxable disposition (including cash settlement) of the notes to U.S. federal income tax on a net basis, and the proceeds from such a taxable disposition to a withholding tax. Non-U.S.
holders should consult their tax advisors regarding the potential treatment of any such entity as a USRPHC and/or the notes as USRPI.
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, 2023.
Based on our determination that the notes are not “delta-one” with respect to the Index or any U.S. stock included in the Index, 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 Index, any U.S. stock included in the Index 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 Index or any U.S. stock included in the Index or the
notes. If you enter, or have entered, into other transactions in respect of the Index or any U.S. stock included in the Index 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 or 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.
Proposed Legislation. In 2007, legislation
was introduced in Congress that, if it had been enacted, would have required holders of notes purchased after the bill was enacted to accrue interest income over the term of the notes despite the fact that there will be no interest payments over the
term of the notes.
Furthermore, in 2013 the House Ways and Means Committee released in draft form certain proposed legislation relating to financial instruments. If
it had been enacted, the effect of this legislation generally would have been to require instruments such as the notes to be marked to market on an annual basis with all gains and losses to be treated as ordinary, subject to certain exceptions.
It is not possible to predict whether any similar or identical bills will be enacted in the future, or whether any such bill would affect the tax
treatment of your notes. You are urged to consult your tax advisor regarding the possible changes in law and their possible impact on the tax treatment of your notes.
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 BNS).
& Taft LLP, as special counsel to the issuer, when the notes offered by this term sheet have been executed and issued by the issuer and authenticated by the trustee pursuant to the indenture and delivered, paid for and sold as contemplated
herein, the notes will be valid and binding obligations of the issuer, enforceable against the issuer in accordance with their terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium, receivership or
other laws relating to or affecting creditors’ rights generally, and to general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity). This opinion is given as of the date hereof and is limited to the
laws of the State of New York. Insofar as this opinion involves matters governed by Canadian law, Cadwalader, Wickersham & Taft LLP has assumed, without independent inquiry or investigation, the validity of the matters opined on by Osler, Hoskin
& Harcourt LLP, Canadian legal counsel for the issuer, in its opinion expressed below. In addition, this opinion is subject to customary assumptions about the trustee’s authorization, execution and delivery of the indenture and, with respect to
the notes, authentication of the notes and the genuineness of signatures and certain factual matters, all as stated in the opinion of Cadwalader, Wickersham & Taft LLP dated November 30, 2018 filed with the Securities and Exchange Commission as
Exhibit 5.3 to the Registration Statement on Form F-3 on November 30, 2018.
In the opinion of Osler, Hoskin & Harcourt LLP, the issue and sale of the notes has been duly authorized by all necessary corporate
action of BNS in conformity with the Indenture, and when the notes have been duly executed, authenticated and issued in accordance with the Indenture, the notes will be validly issued and, to the extent validity of the notes is a matter governed by
the laws of the Province of Ontario, or the laws of Canada applicable therein, and will be valid obligations of BNS, subject to the following limitations (i) the enforceability of the Indenture may be limited by the Canada Deposit Insurance
Corporation Act (Canada), the Winding-up and Restructuring Act (Canada) and bankruptcy, insolvency, reorganization, receivership, moratorium, arrangement or winding-up laws or other similar laws affecting the enforcement of creditors’ rights
generally; (ii) the enforceability of the Indenture may be limited by equitable principles, including the principle that equitable remedies such as specific performance and injunction may only be granted in the discretion of a court of competent
jurisdiction; (iii) pursuant to the Currency Act (Canada) a judgment by a Canadian court must be awarded in Canadian currency and that such judgment may be based on a rate of exchange in existence on a day other than the day of payment; and (iv) the
enforceability of the Indenture will be subject to the limitations contained in the Limitations Act, 2002 (Ontario), and such counsel expresses no opinion as to whether a court may find any provision of the Indenture to be unenforceable as an attempt
to vary or exclude a limitation period under that Act. This opinion is given as of the date hereof and is limited to the laws of the Province of Ontario and the federal laws of Canada applicable thereto. In addition, this opinion is subject to
customary assumptions about the Trustees’ authorization, execution and delivery of the Indenture and the genuineness of signatures and certain factual matters, all as stated in the letter of such counsel dated November 30, 2018, which has been filed
as Exhibit 5.2 to BNS’s Form F-3 filed with the SEC on November 30, 2018.
Where You Can Find More Information
We have filed a registration statement (including a product prospectus supplement, a prospectus supplement and a prospectus) with the SEC for the
offering to which this term sheet relates. You should read the Note Prospectus, including this term sheet, and the other documents that we have filed with the SEC, for more complete information about us and this offering. You may get these documents
without cost by visiting EDGAR on the SEC website at www.sec.gov. Alternatively, we, any agent, or any dealer participating in this offering will arrange to send you these documents if you so request by calling MLPF&S or (BofA)S toll-free at
1-800-294-1322.
Bank of America – Form 424B2 (BA)NK OF NOVA SCOTIA
See also Chase Online.
How to Send Money Online.
Partner Banking News.