Form FWP - Filing under Securities Act Rules 163/433 of free writing prospectuses
July 29 2024 - 2:29PM
Edgar (US Regulatory)
Registration
Statement No. 333-264388
Filed Pursuant to Rule 433
Bank of Montreal
Market Linked Securities
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Market Linked Securities—Auto-Callable with Contingent
Coupon and Contingent Downside
Principal at Risk Securities Linked to the Lowest Performing
of the S&P 500® Index, the Russell 2000® Index and the Nasdaq-100 Technology Sector Index due August
27, 2027
Term Sheet to Preliminary Pricing Supplement No. ARC
3764 dated July 29, 2024
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Summary of Terms |
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Hypothetical Payout Profile (maturity payment amount) |
Issuer: |
Bank of Montreal |
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If the securities are not automatically called prior
to stated maturity and the ending level is less than its threshold level, you will lose more than 25%, and possibly all, of the face amount
of your securities at stated maturity.
Any return on the securities will be limited to the sum
of your contingent coupon payments, if any. You will not participate in any appreciation of any Index, but you will have full downside
exposure to the lowest performing Index if its ending level is less than its threshold level.
On the date of the accompanying preliminary
pricing supplement, the estimated initial value of the securities is 965.70 per security. The estimated initial value of the securities
on the pricing date may differ from this value but will not be less than $915.00 per security. However, as discussed in more detail in
the accompanying preliminary pricing supplement, the actual value of the securities at any time will reflect many factors and cannot be
predicted with accuracy. See “Estimated Value of the Securities” in the accompanying preliminary pricing supplement.
Preliminary Pricing Supplement: http://www.sec.gov/Archives/edgar/data/927971/000121465924013066/o729244fwp.htm
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Market Measures: |
The S&P 500® Index, the Russell 2000® Index and the Nasdaq-100 Technology Sector Index (each referred to as an “Index,” and collectively as the “Indices”). |
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Pricing Date*: |
August 30, 2024 |
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Issue Date*: |
September 5, 2024 |
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Face Amount and Original
Offering Price: |
$1,000 per security |
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Contingent Coupon
Payments: |
On each contingent coupon payment date, you will receive a contingent coupon payment at a per annum rate equal to the contingent coupon rate if the closing level of the lowest performing Index on the related calculation day is greater than or equal to its threshold level. Each “contingent coupon payment,” if any, will be calculated per security as follows: ($1,000 × contingent coupon rate)/4 |
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Contingent Coupon
Payment Dates: |
Quarterly, on the third business day following each calculation day; provided that the contingent coupon payment date with respect to the final calculation day will be the stated maturity date |
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Contingent Coupon Rate: |
At least 9.30% per annum, to be determined on the pricing date |
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Automatic Call: |
If the closing level of the lowest performing Index on any of the calculation days scheduled to occur from February 2025 to May 2027, inclusive, is greater than or equal to its starting value, the securities will be automatically called, and on the related call settlement date, you will be entitled to receive a cash payment per security in U.S. dollars equal to the face amount plus a final contingent coupon payment |
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Call Settlement Date: |
Three business days after the applicable calculation day |
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Calculation Days*: |
Quarterly, on the 24th day of each February, May, August and November, commencing in November 2024 and ending in May 2027, and August 24, 2027 (the “final calculation day”) |
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Maturity Payment Amount
(per security): |
· if
the ending level of the lowest performing Index on the final calculation day is greater than or equal to its threshold level: $1,000;
or
· if
the ending level of the lowest performing Index on the final calculation day is less than its threshold level:
$1,000 × performance factor of
the lowest performing Index on the final calculation day
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Stated Maturity Date*: |
August 27, 2027 |
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Lowest Performing Index: |
For any calculation day, the “lowest performing Index” will be the Index with the lowest performance factor on that calculation day. |
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Performance Factor: |
With respect to an Index on any calculation day, its closing level on such day divided by its starting level (expressed as a percentage) |
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Starting Level: |
With respect to each Index, its closing level on the pricing date |
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Ending Level: |
With respect to each Index, its closing level on the final calculation day |
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Threshold Level: |
With respect to each Index, 75% of its starting level |
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Calculation Agent: |
BMO Capital Markets Corp., an affiliate of the issuer |
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Denominations: |
$1,000 and any integral multiple of $1,000 |
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Agent Discount**: |
Up to 2.325%; dealers, including those using the trade name Wells Fargo Advisors (“WFA”), may receive a selling concession of up to 1.75% and WFS may pay 0.075% of the agent’s discount to WFA as a distribution expense fee |
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CUSIP: |
06376BAX6 |
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Material Tax Consequences: |
See the preliminary pricing supplement. |
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*subject to change
** In addition, selected dealers may receive a fee of up
to 0.25% for marketing and other services. |
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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”
in this term sheet and the accompanying preliminary pricing supplement and “Risk Factors” in the accompanying product supplement.
This introductory term sheet
does not provide all of the information that an investor should consider prior to making an investment decision.
Investors should carefully review the accompanying
preliminary pricing supplement, product supplement, prospectus supplement and prospectus before making a decision to invest in the securities.
NOT A BANK DEPOSIT AND NOT INSURED OR GUARANTEED BY THE FDIC OR
ANY OTHER GOVERNMENTAL AGENCY
Selected Risk Considerations
The risks set forth below are discussed in detail
in the “Selected Risk Considerations” section in the accompanying preliminary pricing supplement and the “Risk Factors”
section in the accompanying product supplement. Please review those risk disclosures carefully.
Risks Relating To The Terms And Structure Of The Securities
· If
The Securities Are Not Automatically Called Prior To Stated Maturity, You May Lose Some Or All Of The Face Amount Of Your Securities At
Stated Maturity.
· The
Securities Do Not Provide For Fixed Payments Of Interest And You May Receive No Coupon Payments On One Or More Contingent Coupon Payment
Dates, Or Even Throughout The Entire Term Of The Securities.
· The
Securities Are Subject To The Full Risks Of Each Index And Will Be Negatively Affected If Any Index Performs Poorly, Even If The Other
Indices Perform Favorably.
· Your
Return On The Securities Will Depend Solely On The Performance Of The Index That Is The Lowest Performing Index On Each Calculation Day,
And You Will Not Benefit In Any Way From The Performance Of The Better Performing Indices.
· You
Will Be Subject To Risks Resulting From The Relationship Among The Indices.
· You
May Be Fully Exposed To The Decline In The Lowest Performing Index On The Final Calculation Day From Its Starting Level, But Will Not
Participate In Any Positive Performance Of Any Index.
· Higher
Contingent Coupon Rates Are Associated With Greater Risk.
· You
Will Be Subject To Reinvestment Risk.
· A
Contingent Coupon Payment Date, A Call Settlement Date And The Stated Maturity Date May Be Postponed If A Calculation Day Is Postponed.
· The
Securities Are Subject To Credit Risk.
· Significant
Aspects Of The Tax Treatment Of The Securities Are Uncertain.
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.
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· The
Terms Of The Securities Are Not Determined By Reference To The Credit Spreads For Our Conventional Fixed-Rate Debt.
· 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.
· The
Value Of The Securities Prior To Stated Maturity Will Be Affected By Numerous Factors, Some Of Which Are Related In Complex Ways.
· The
Securities Will Not Be Listed On Any Securities Exchange And We Do Not Expect A Trading Market For The Securities To Develop.
Risks Relating To The Indices
· An
Investment In The Securities Is Subject To Risks Associated With Investing In Stocks With A Small Market Capitalization.
· An
Investment In The Securities Is Subject To Risks Associated With The Technology Sector.
· An
Investment In The Securities Is Subject To Risks Associated With Non-U.S. Securities.
· Any
Payments On The Securities And Whether The Securities Are Automatically Called Will Depend Upon The Performance Of The Indices And Therefore
The Securities Are Subject To A Variety of Risks, As Discussed In More Detail In The Accompanying Product Supplement.
Risks Relating To Conflicts Of Interest
· Our
Economic Interests And Those Of Any Dealer Participating In The Offering Are Potentially Adverse To Your Interests.
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The Issuer has filed a registration statement (including
a prospectus) with the SEC for the offering to which this document relates. Before you invest, you should read the prospectus in that
registration statement and the other documents that the Issuer has filed with the SEC for more complete information about us and this
offering. You may obtain these documents free of charge by visiting the SEC’s website at http://www.sec.gov. Alternatively, the
Issuer will arrange to send to you the prospectus (as supplemented by the prospectus supplement) if you request it by calling the Issuer’s
agent toll-free at 1-877-369-5412.
Wells Fargo Advisors is a trade name used by Wells Fargo
Clearing Services, LLC and Wells Fargo Advisors Financial Network, LLC, members SIPC, separate registered broker-dealers and non-bank
affiliates of Wells Fargo & Company.
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