BMO Capital Markets Citigroup Goldman Sachs & Co. LLC J.P
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PRICING SUPPLEMENT dated April 22, 2020 (to prospectus dated April 20, 2020 and prospectus supplement dated April 20, 2020) US$1,500,000,000 Senior Medium-Term Notes, Series F consisting of US$1,500,000,000 1.850% Senior Notes due 2025 This is an offering of US$1,500,000,000 aggregate principal amount of our 1.850% Senior Notes due 2025, which we refer to as the “Notes”. The Notes will mature on May 1, 2025. We will pay interest on the Notes semi-annually on each May 1 and November 1, beginning on November 1, 2020. The Notes will be bail-inable notes (as defined in the accompanying prospectus supplement dated April 20, 2020) and 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 (Canada) (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. We may redeem the Notes in whole at any time upon the occurrence of certain events pertaining to Canadian taxation at 100% of their principal amount, plus accrued and unpaid interest to, but excluding, the date of redemption. See “Specific Terms of the Notes — Tax Redemption.” The Notes will be our senior unsecured obligations and will rank equally in right of payment with all of our existing and future unsubordinated, unsecured indebtedness. The Notes will be issued only in registered book-entry form, in minimum denominations of US$2,000 and integral multiples of US$1,000 in excess thereof. Investing in the Notes involves risks, including the risks described in the “Risk Factors” section beginning on page S-1 of the accompanying prospectus supplement and those described in management’s discussion and analysis included in our Annual Report on Form 40-F for the year ended October 31, 2019, which is incorporated by reference in the accompanying prospectus, dated April 20, 2020, as supplemented by the accompanying prospectus supplement, dated April 20, 2020, and this pricing supplement. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these Notes or passed upon the adequacy or accuracy of this pricing supplement or the accompanying prospectus and prospectus supplement. Any representation to the contrary is a criminal offense. The Notes will be our senior unsecured obligations and will not be savings accounts or deposits that are insured by the United States Federal Deposit Insurance Corporation, the Bank Insurance Fund, the Canada Deposit Insurance Corporation (the “CDIC”) or any other governmental agency or instrumentality or other entity. Per Note Total Price to Public(1) ................................ 99.924% US$1,498,860,000 Underwriting Commissions ........................ 0.350% US$ 5,250,000 Proceeds, Before Expenses, to Bank of Montreal ....... 99.574% US$1,493,610,000 (1) Plus accrued interest, if any, from April 27, 2020, if settlement occurs after that date. The underwriters expect to deliver the Notes through the book-entry delivery system of The Depository Trust Company on or about April 27, 2020. BMO Capital Markets Citigroup Goldman Sachs & Co. LLC J.P. Morgan Morgan Stanley BofA Securities Barclays BNP PARIBAS Credit Agricole CIB Credit Suisse Desjardins Capital HSBC National Bank of Canada US Bancorp Wells Fargo Securities Markets Financial Markets The date of this pricing supplement is April 22, 2020. TABLE OF CONTENTS Pricing Supplement Page Incorporation of Certain Information by Reference ........................................... PS-1 Use of Proceeds ....................................................................... PS-3 Specific Terms of the Notes ............................................................. PS-4 Supplemental Tax Considerations ......................................................... PS-9 Employee Retirement Income Security Act ................................................. PS-11 Supplemental Plan of Distribution (Conflicts of Interest) ...................................... PS-13 Validity of the Notes ................................................................... PS-18 Prospectus Supplement Page About This Prospectus Supplement ........................................................ S-1 Risk Factors .......................................................................... S-1 Use of Proceeds ....................................................................... S-14 Description of the Notes We May Offer .................................................... S-14 Certain Income Tax Consequences ........................................................ S-43 Supplemental Plan of Distribution (Conflicts of Interest) ...................................... S-46 Documents Filed as Part of the Registration Statement ........................................ S-48 Prospectus Page About This Prospectus .................................................................. 1 Presentation of Financial Information ...................................................... 3 Caution Regarding Forward-Looking Statements ............................................. 4 Where You Can Find More Information .................................................... 6 Incorporation of Certain Information by Reference ........................................... 7 Risk Factors .......................................................................... 8 Bank of Montreal ...................................................................... 9 Use of Proceeds ....................................................................... 12 Description of Common Shares and Preferred Shares ......................................... 13 Description of Debt Securities We May Offer ............................................... 23 United States Federal Income Taxation .................................................... 48 Canadian Taxation ..................................................................... 62 Employee Retirement Income Security Act ................................................. 65 Plan of Distribution (Conflicts of Interest) .................................................. 67 Limitations on Enforcement of U.S. Laws Against the Bank, Our Management and Others ........... 70 Validity of the Securities ................................................................ 70 Experts .............................................................................. 71 Other Expenses of Issuance and Distribution ................................................ 71 We are responsible for the information contained or incorporated by reference in this pricing supplement, the accompanying prospectus supplement, the accompanying prospectus, and in any free writing prospectus we may authorize to be delivered to you. We have not, and the underwriters have not, authorized anyone to give you any other information, and take no responsibility for any other information PS-i that others may give you. We are not, and the underwriters are not, making an offer to sell the Notes in any jurisdiction where the offer or sale is not permitted. You should not assume that the information contained in this pricing supplement, the accompanying prospectus supplement, the accompanying prospectus, the documents incorporated by reference or any free writing prospectus we may authorize to be delivered to you is accurate as of any date other than the dates thereon. Our business, financial condition, results of operations and prospects may have changed since those dates. This pricing supplement, the accompanying prospectus supplement and the accompanying prospectus have been prepared on the basis that any offer of Notes in any member state (the “Member States” and each, a “Member State”) of the European Economic Area (“EEA”) or the United Kingdom (the “UK”) will be made pursuant to an exemption under the Prospectus Directive from the requirement to publish a prospectus for offers of Notes. Accordingly, any person making or intending to make an offer in that Member State of Notes which are the subject of the offering contemplated in this pricing supplement, the accompanying prospectus supplement and the accompanying prospectus may only do so in circumstances in which no obligation arises for Bank of Montreal or any underwriter to publish a prospectus pursuant to Article 3 of the Prospectus Directive in relation to such offer. The expression Prospectus Directive means Directive 2003/71/EC (as amended), and includes any relevant implementing measure in the Member State concerned. The Notes are not intended to be offered, sold or otherwise made available to and should not be offered, sold or otherwise made available to any retail investor in the EEA or in the UK. For these purposes, a retail investor means a person who is one (or more) of: (i) a retail client as defined in point (11) of Article 4(1) of MiFID II; or (ii) a customer within the meaning of Directive 2002/92/EC, as amended, where that customer would not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II; or (iii) not a qualified investor as defined in the Prospectus Directive, and the expression “offer” includes the communication in any form and by any means of sufficient information on the terms of the offer and the Notes to be offered so