Pricing Supplement dated December 18, 2024
(To Product Supplement No. RLN-1 dated November 25, 2024, Prospectus
Supplement dated May 26, 2022 and Prospectus dated May 26, 2022) |
Filed Pursuant to Rule 424(b)(2)
Registration Statement No. 333-264388
|
$105,000,000
Senior Medium-Term Notes, Series I
Floating Rate Notes Linked to Compounded SOFR, Due December 23, 2026
Terms of the Notes |
Issuer: |
Bank of Montreal |
Principal Amount: |
$1,000 per Note |
Trade Date: |
December 18, 2024 |
Issue Date: |
December 23, 2024 |
Stated Maturity Date: |
December 23, 2026. The Notes are not subject to redemption by Bank of Montreal or repayment at the option of any holder of the Notes prior to the Stated Maturity Date. |
Payment at Maturity: |
A holder will receive on the Stated Maturity Date a cash payment in U.S. dollars equal to $1,000 per Note, plus any accrued and unpaid interest. |
Interest Rate: |
With respect to each Interest Period, a floating rate per annum equal to the Reference Rate determined for the relevant Observation Period plus the Spread, subject to the Minimum Interest Rate. |
Reference Rate: |
Compounded SOFR. With respect to the Observation Period corresponding to any Interest Period, Compounded SOFR will be a compounded average of daily SOFR over such Observation Period determined in the manner described under “General Terms of the Notes—Determination of Reference Rates—SOFR, Average SOFR and Compounded SOFR—Compounded SOFR” in the accompanying product supplement. |
Spread: |
0.60% |
Interest Payment Dates: |
Quarterly on the 23rd day of each March, June, September and December, commencing March 23, 2025, and ending on the Stated Maturity Date. |
Interest Period: |
With respect to an Interest Payment Date, the period from, and including, the immediately preceding Interest Payment Date (or, in the case of the first Interest Period, the Issue Date) to, but excluding, that Interest Payment Date. |
Observation Period: |
With respect to each Interest Period, the period from, and including, the date two U.S. Government Securities Business Days preceding the first date in such Interest Period to, but excluding, the date two U.S. Government Securities Business Days preceding the Interest Payment Date for such Interest Period. |
Minimum Interest Rate: |
0.75% per annum |
Day Count Convention: |
30/360; Unadjusted |
Calculation Agent: |
BMO Capital Markets Corp. (“BMOCM”) |
Listing: |
The Notes will not be listed on any securities exchange. |
Denominations: |
$1,000 and any integral multiples of $1,000 |
CUSIP: |
06376BYY8 |
Bail-inable Notes: |
The Notes are bail-inable notes (as defined in the accompanying prospectus
supplement) and are subject to conversion in whole or
in part—by means of a transaction or series of transactions and
in one or more steps—into common shares of Bank of Montreal or
any of its affiliates under subsection 39.2(2.3) of the Canada Deposit
Insurance Corporation Act (the “CDIC Act”) and to variation
or extinguishment in consequence, and subject to the application of
the laws of the Province of Ontario and the federal laws of
Canada applicable therein in respect of the operation of the CDIC Act
with respect to the Notes. |
The Notes involve risks not associated with an investment in conventional
debt securities. See “Selected Risk Considerations” beginning on page PS-4 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 Notes are the unsecured obligations of Bank of Montreal, and, accordingly,
all payments on the Notes are subject to the credit risk of Bank of Montreal. If Bank of Montreal defaults on its obligations, you could
lose some or all of your investment. The Notes are not insured by the Federal Deposit Insurance Corporation, the Deposit Insurance Fund,
the Canada Deposit Insurance Corporation or any other governmental agency.
Neither the Securities and Exchange Commission nor any state securities
commission or other regulatory body has approved or disapproved of these Notes or passed upon the accuracy or adequacy of this pricing
supplement or the accompanying product supplement, prospectus supplement and prospectus. Any representation to the contrary is a criminal
offense.
|
Original Issue Price(1) |
Underwriting Discount(2) |
Proceeds to Bank of Montreal(2) |
Per Note |
$1,000.00 |
$1.00 |
$999.00 |
Total |
$105,000,000.00 |
$105,000.00 |
$104,895,000.00 |
| (1) | The original issue price for an eligible institutional investor and an investor purchasing the Notes in a fee-based advisory account
will vary based on then-current market conditions and the negotiated price determined at the time of each sale; provided, however, the
original issue price for such investors will not be less than $999.00 per Note and will not be more than $1,000 per Note. The original
issue price for such investors reflects a foregone selling concession with respect to such sales as described below. The total price to
public in the table above assumes a price to public of $1,000 per Note for each Note sold in this offering. |
| (2) | BMO Capital Markets Corp. (“BMOCM”) and Mizuho Securities USA LLC (“Mizuho”) are the agents
in connection with the sale of the notes. The agents will receive discounts and commissions of up to $1.00 per Note, and from such underwriting
discount will allow selected dealers a selling concession of up to $1.00 per Note depending on market conditions that are relevant to
the value of the Notes at the time an order to purchase the Notes is submitted to such agent. Dealers who purchase the Notes for sales
to eligible institutional investors and fee-based advisory accounts may forgo some or all selling concessions. The per Note discounts
and commissions in the table above represents the maximum discounts and commissions payable per Note and the per Note proceeds to the
Issuer represents the minimum proceeds to the Issuer per Note (based on the maximum discounts and commissions). The total discounts and
commissions in the table above reflects the difference between the assumed total price to public described above and the actual proceeds
to the Issuer. See “Supplemental Plan of Distribution” below. |
BMO CAPITAL MARKETS |
|
MIZUHO SECURITIES USA LLC |
ADDITIONAL INFORMATION ABOUT THE ISSUER AND
THE NOTES
You should read this pricing supplement together
with product supplement no. RLN-1 dated November 25, 2024, the prospectus supplement dated May 26, 2022 and the prospectus dated May 26,
2022 for additional information about the Notes. To the extent that disclosure in this pricing supplement is inconsistent with the disclosure
in the product supplement, prospectus supplement or prospectus, the disclosure in this pricing supplement will control. Certain defined
terms used but not defined herein have the meanings set forth in the product supplement, prospectus supplement or prospectus.
Our Central Index Key, or CIK, on the SEC website
is 927971. When we refer to “we,” “us” or “our” in this pricing supplement, we refer only to Bank
of Montreal.
You may access the product supplement, prospectus
supplement and prospectus on the SEC website www.sec.gov as follows (or if such address has changed, by reviewing our filings for the
relevant date on the SEC website):
| · | Product Supplement No. RLN-1 dated November 25, 2024: |
https://www.sec.gov/Archives/edgar/data/927971/000121465924019570/x1121240424b2.htm
| · | Prospectus Supplement and Prospectus dated May 26, 2022: |
https://www.sec.gov/Archives/edgar/data/927971/000119312522160519/d269549d424b5.htm
AGREEMENT WITH RESPECT TO THE EXERCISE OF
CANADIAN BAIL-IN POWERS
By its acquisition of the Notes, each holder or beneficial owner of
that Note is deemed to (i) agree to be bound, in respect of that Note, by the CDIC Act, including the conversion of that Note, in whole
or in part—by means of a transaction or series of transactions and in one or more steps— into common shares of Bank of Montreal
or any of its affiliates under subsection 39.2(2.3) of the CDIC Act and the variation or extinguishment of that Note in consequence, and
by the application of the laws of the Province of Ontario and the federal laws of Canada applicable therein in respect of the operation
of the CDIC Act with respect to that Note; (ii) attorn and submit to the jurisdiction of the courts in the Province of Ontario with respect
to the CDIC Act and those laws; (iii) have represented and warranted that Bank of Montreal has not directly or indirectly provided financing
to the holder or beneficial owner of the bail-inable notes for the express purpose of investing in the bail-inable notes; and (iv) acknowledge
and agree that the terms referred to in paragraphs (i) and (ii), above, are binding on that holder or beneficial owner despite any provisions
in the indenture or that Note, any other law that governs that Note and any other agreement, arrangement or understanding between that
holder or beneficial owner and Bank of Montreal with respect to that Note.
Holders and beneficial owners of any Note will have no further rights
in respect of that Note to the extent that Note is converted in a bail-in conversion, other than those provided under the bail-in regime,
and by its acquisition of an interest in any Note, each holder or beneficial owner of that Note is deemed to irrevocably consent to the
converted portion of the Principal Amount of that Note and any accrued and unpaid interest thereon being deemed paid in full by Bank of
Montreal by the issuance of common shares of Bank of Montreal (or, if applicable, any of its affiliates) upon the occurrence of a bail-in
conversion, which bail-in conversion will occur without any further action on the part of that holder or beneficial owner or the trustee;
provided that, for the avoidance of doubt, this consent will not limit or otherwise affect any rights that holders or beneficial owners
may have under the bail-in regime.
See “Risk Factors— The Notes Will Be Subject to Risks,
Including Non-payment In Full or, in the Case of Bail-inable Notes, Conversion in Whole or in Part – By Means of a Transaction or
Series of Transactions and in One or More Steps – Into Common Shares of the Bank or Any of its Affiliates, Under Canadian Bank Resolution
Powers” and “Description of the Notes We May Offer—Special Provisions Related to Bail-inable Notes” in the accompanying
prospectus supplement and prospectus for a description of provisions applicable to the Notes as a result of Canadian bail-in powers.
SELECTED RISK CONSIDERATIONS
The Notes involve risks not associated with an investment in conventional
debt securities. Some of the risks that apply to an investment in the Notes are summarized below, but we urge you to read the more detailed
explanation of the risks relating to the Notes generally in the “Risk Factors” sections 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 Notes in light of your particular circumstances.
Risks Relating To The Notes Generally
The Amount Of Interest You Receive May Be Less Than The Return You
Could Earn On Other Investments.
Interest rates may change significantly over the term of the Notes,
and it is impossible to predict what interest rates will be at any point in the future. The interest rate on the Notes will be based on
Compounded SOFR during the relevant Observation Period as described herein and may be as low as the Minimum Interest Rate. Therefore,
the interest rate that will apply at any time on the Notes may be more or less than other prevailing market interest rates at such time.
As a result, the amount of interest you receive on the Notes may be less than the return you could earn on other investments.
The Notes Are Subject To Credit Risk.
The Notes are our obligations and are not, either directly or indirectly,
an obligation of any third party. Any amounts payable under the Notes are subject to our creditworthiness. As a result, our actual and
perceived creditworthiness may affect the value of the Notes and, in the event we were to default on our obligations under the Notes,
you may not receive any amounts owed to you under the terms of the Notes.
Risks Relating To SOFR, Compounded SOFR And A Benchmark Replacement
The Interest Rate On The Notes Is Based On Compounded SOFR And Therefore
The Notes Are Subject To The Following Risks, Each As Discussed In More Detail In The Accompanying Product Supplement.
| · | SOFR Has A Limited History; The Future Performance
of SOFR Cannot Be Predicted Based On Historical Performance. |
| · | Any Failure Of SOFR To Maintain Market Acceptance
Could Adversely Affect The Notes. |
| · | The Interest Rate On The Notes Is Based On A Compounded
Average of Daily SOFR, Which Is Relatively New In The Marketplace. |
| · | The Amount Of Interest Payable With Respect To Each
Interest Period Will Be Determined Near The End Of The Interest Period. |
| · | The Composition And Characteristics of SOFR Are
Not The Same As Those Of LIBOR. |
| · | The SOFR Administrator May Make Changes That Could
Change The Value of SOFR Or Discontinue SOFR And Has No Obligation To Consider Your Interests In Doing So. |
| · | If A Benchmark Transition Event And Its Related
Benchmark Replacement Date Occur With Respect To Compounded SOFR (Including Daily SOFR), The Interest Rate For Any Applicable Interest
Period Will No Longer Be Determined By Reference To Compounded SOFR. |
| · | The Benchmark Replacement Is Uncertain. |
| · | The Calculation Agent Will Have Authority To Make
Determinations, Elections, Calculations And Adjustments That Could Affect The Value Of And Your Return On The Notes. |
| · | Research Reports By Us Or Our Affiliates May Be Inconsistent With An Investment In The Notes. |
| · | The Secondary Trading Market For Notes Linked To Compounded SOFR May Be Limited. |
Risks Relating To The Value Of The Notes And Any Secondary Market
The Underwriting Discount, Offering Expenses And Certain Hedging
Costs Are Likely To Adversely Affect The Price At Which You Can Sell Your Notes.
Assuming no changes in market conditions or any other relevant factors,
the price, if any, at which you may be able to sell the Notes will likely be lower than the original issue price. The original issue price
includes, and any price quoted to you is likely to exclude, the underwriting discount paid in connection with the initial distribution,
offering expenses and the projected profit that our hedge counterparty (which may be one of our affiliates) expects to realize in consideration
for assuming the risks inherent in hedging our obligations under the Notes. In addition, any such price is also likely to reflect dealer
discounts, mark-ups and other transaction costs, such as a discount to account for costs associated with establishing or unwinding any
related hedge transaction. The price at which BMOCM or any other potential buyer may be willing to buy your Notes will also be affected
by the interest rate provided by the Notes and by the market and other conditions discussed in the next risk factor.
The Value Of The Notes Prior To Maturity Will Be Affected By Numerous
Factors, Some Of Which Are Related In Complex Ways.
The value of the Notes prior to maturity will be affected by 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 Notes: interest rates; our creditworthiness; the then-current level of SOFR; the time
remaining to maturity; and the volatility of SOFR.
The Notes Will Not Be Listed On Any Securities Exchange And We Do
Not Expect A Trading Market For The Notes To Develop.
The Notes will not be listed or displayed on any securities exchange.
Although BMOCM and/or its affiliates may purchase the Notes from holders, they are not obligated to do so and are not required to make
a market for the Notes. 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 Notes, the price at which you may be able to sell your Notes is likely to depend on the
price, if any, at which BMOCM is willing to buy your Notes.
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 Notes prior to maturity. This may affect the price you receive upon such
sale. Consequently, you should be willing to hold the Notes to maturity.
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 Notes, which we refer to as a “participating
dealer,” are potentially adverse to your interests as an investor in the Notes. In engaging in certain of the activities described
below, our affiliates or any participating dealer or its affiliates may take actions that may adversely affect the value of and your return
on the Notes, and in so doing they will have no obligation to consider your interests as an investor in the Notes. 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
return on the Notes.
| · | The Calculation Agent is our affiliate and, as a result, potential conflicts of interest could arise.
BMOCM, which is our affiliate, will be the Calculation Agent for the Notes. Although the Calculation Agent will exercise its judgment
in good faith when performing its functions, potential conflicts of interest may exist between the Calculation Agent and you. |
| · | 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 Notes to you. If any participating dealer or any of its affiliates conducts hedging activities for us in connection with the
Notes, that participating dealer or its affiliates will expect to realize a projected profit from such hedging activities and this projected
profit will be in addition to any concession and/or other fee that the participating dealer realizes for the sale of the Notes to you.
This additional projected profit may create a further incentive for the participating dealer to sell the Notes to you. |
SUPPLEMENTAL TAX CONSIDERATIONS
In the opinion of our counsel, Davis Polk & Wardwell LLP, it is
reasonable to treat the Notes as “variable rate debt instruments” for U.S. federal tax
purposes and the remainder of this discussion so assumes. Under this treatment, we intend to treat the Notes as providing for a single
qualified floating rate, with consequences to U.S. investors described in “United States Federal Income Tax Considerations—Tax
Consequences to U.S. Holders—Floating Rate Notes” in the accompanying product supplement.
If you are a non-U.S. holder,
please read the section of the accompanying product supplement entitled “United States Federal Income Tax Considerations—Tax
Consequences to Non-U.S. Holders.”
You should consult your tax
advisor regarding all aspects of the U.S. federal 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.
This discussion supplements
the discussion in “United States Federal Income Tax Considerations” in the accompanying product supplement and should be read
in conjunction therewith.
SUPPLEMENTAL PLAN OF DISTRIBUTION
BMOCM, a wholly owned subsidiary of Bank of Montreal, and Mizuho are
the agents for the distribution of the Notes. We have agreed to sell to the agents, and the agents have agreed to purchase from us, all
of the Notes at the original issue price less the underwriting discount specified on the cover page of this pricing supplement. The agents
may resell the Notes to other securities dealers at the original issue price less a concession not in excess of the underwriting discount.
The agents will receive an underwriting discount in the amount indicated on the cover hereof, and from such underwriting discount will
allow selected dealers a selling concession in an amount not to exceed such underwriting discount depending on market conditions that
are relevant to the value of the Notes at the time an order to purchase the Notes is submitted to such agent. Dealers who purchase the
Notes for sales to eligible institutional investors and fee-based advisory accounts may forgo some or all selling concessions.
BMOCM or another affiliate of ours expects to realize hedging profits
projected by its proprietary pricing models to the extent it assumes the risks inherent in hedging our obligations under the Notes. If
any dealer participating in the distribution of the Notes or any of its affiliates conducts hedging activities for us in connection with
the Notes, that dealer or its affiliate will expect to realize a profit projected by its proprietary pricing models from such hedging
activities. Any such projected profit will be in addition to any discount or concession received in connection with the sale of the Notes
to you.
If all of the Notes are not sold on the Trade Date at the original
offering price, the agents and/or dealers may change the offering price and the other selling terms and thereafter from time to time may
offer the Notes for sale in one or more transactions at market prices prevailing at the time of sale, at prices related to market prices
or at negotiated prices.
BMOCM may, but is not obligated to, make a market in the Notes. BMOCM
will determine any secondary market prices that it is prepared to offer in its sole discretion.
We may use this pricing supplement in the initial sale of the Notes.
In addition, BMOCM or another of our affiliates may use this pricing supplement in market-making transactions in any Notes after their
initial sale. Unless BMOCM or we inform you otherwise in the confirmation of sale, this pricing supplement is being used by BMOCM in a
market-making transaction.
See “Supplemental Plan of Distribution” in the accompanying
product supplement, “Supplemental Plan of Distribution (Conflicts of Interest)” in the accompanying prospectus supplement
and “Plan of Distribution (Conflicts of Interest)” in the accompanying prospectus for more information.
VALIDITY OF THE NOTES
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 the Bank of Montreal in conformity with the indenture, and
when this pricing supplement has been attached to, and duly notated on, the master note that represents the Notes, the Notes will have
been validly executed, authenticated, issued and delivered, to the extent that validity of the Notes is a matter governed by the laws
of the Province of Ontario and the federal laws of Canada applicable therein and will be valid obligations of the Bank of Montreal, 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 Provinces of Ontario and the federal laws of Canada applicable therein. In addition, this opinion is subject to certain assumptions
about (i) the Trustees’ authorization, execution and delivery of the indenture, (ii) the genuineness of signatures and (iii) certain
other matters, all as stated in the letter of such counsel dated May 26, 2022, which has been filed as Exhibit 5.3 to Bank of Montreal’s
Form 6-K filed with the SEC and dated May 26, 2022.
In the opinion of Davis Polk & Wardwell LLP, as special United
States products counsel to the Bank of Montreal, when the Notes offered by this pricing supplement have been issued by the Bank of Montreal
pursuant to the indenture, the trustee has made the appropriate entries or notations to the master global note that represents such Notes
(the “master note”), and such Notes have been delivered against payment as contemplated herein, such Notes will be valid and
binding obligations of the Bank of Montreal, enforceable in accordance with their terms, subject to applicable bankruptcy, insolvency
and similar laws affecting creditors’ rights generally, concepts of reasonableness and equitable principles of general applicability
(including, without limitation, concepts of good faith, fair dealing and the lack of bad faith) and possible judicial or regulatory actions
or applications giving effect to governmental actions or foreign laws affecting creditors’ rights, provided that such counsel
expresses no opinion as to (i) the enforceability of any waiver of rights under any usury or stay law; or (ii) the effect of fraudulent
conveyance, fraudulent transfer or similar provision of applicable law on the conclusions expressed above. This opinion is given as of
the date hereof and is limited to the laws of the State of New York. Insofar as the foregoing opinion involves matters governed by the
laws of the Provinces of Ontario and Québec and the federal laws of Canada, you have received, and we understand that you are relying
upon, the opinion of Osler, Hoskin & Harcourt LLP, Canadian counsel for the Bank of Montreal, set forth above. In addition, this opinion
is subject to customary assumptions about the trustee’s authorization, execution and delivery of the indenture and the authentication
of the master note and the validity, binding nature and enforceability of the indenture with respect to the trustee, all as stated in
the opinion of Davis Polk & Wardwell LLP dated November 20, 2024, which has been filed as an exhibit to Bank of Montreal’s report
on Form 6-K filed with the SEC on November 20, 2024.
PS-8
424B2
EX-FILING FEES
0000927971
333-264388
0000927971
2024-12-19
2024-12-19
iso4217:USD
xbrli:pure
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EX-FILING FEES
CALCULATION OF FILING FEE TABLES
F-3
BANK OF MONTREAL /CAN/
Narrative Disclosure
The maximum aggregate offering price of the securities to which the prospectus relates is $105,000,000.
The
prospectus is a final prospectus for the related offering.
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