Filed pursuant to Rule 433
Registration No. 333-200089
Dated October 14, 2015
U.S.$1,000,000,000
The Bank of Nova Scotia
U.S.$1,000,000,000 2.35% Senior Notes Due 2020
__________________________________________
U.S.$1,000,000,000 2.35% Senior Notes due 2020
| Issuer: | The Bank of Nova Scotia (the “Bank”) |
| Title of Securities: | 2.35% Senior Notes due 2020 (the “Notes”) |
| Principal Amount: | U.S.$1,000,000,000 |
| Maturity Date: | October 21, 2020 |
| Price to Public: | 99.967% of the principal amount of the Securities, plus accrued interest, if any, from October 21, 2015 |
| Underwriters’ Fee: | 0.350% |
| Net Proceeds to the Bank After Underwriters’ Fee and Before Expenses: | U.S.$996,170,000 |
| Coupon (Interest Rate): | 2.35% |
| Re-offer Yield: | 2.357% |
| Spread to Benchmark Treasury: | T +107 basis points |
| Benchmark Treasury: | 1.375% due September 30, 2020 |
| Benchmark Treasury Yield: | 1.287% |
| Interest Payment Dates: | April 21 and October 21 of each year, commencing on April 21, 2016 |
| Day Count / Business Day Convention: | 30/360; Following, Unadjusted |
| Trade Date: | October 14, 2015 |
| Settlement Date: | October 21, 2015 (T+5) |
| CUSIP / ISIN: | 064159GW0 / US064159GW01 |
Underwriters:
|
Underwriter |
Principal
Amount of |
|
| Scotia Capital (USA) Inc. | U.S.$ 200,000,000 | |
| J.P. Morgan Securities LLC | 200,000,000 | |
| Morgan Stanley & Co. LLC | 160,000,000 | |
|
Merrill Lynch, Pierce, Fenner & Smith Incorporated |
150,000,000 | |
| Wells Fargo Securities, LLC | 150,000,000 | |
| Barclays | 50,000,000 | |
| Citigroup Global Markets Inc. | 30,000,000 | |
| Deutsche Bank Securities Inc. | 20,000,000 | |
| Goldman, Sachs & Co. | 20,000,000 | |
| HSBC Securities (USA) Inc. |
20,000,000 |
|
| Total |
U.S.$ 1,000,000,000 |
|
| 1 |
The Bank has filed a registration statement (File No. 333-200089) (including a base shelf prospectus dated December 1, 2014) and a preliminary prospectus supplement dated October 14, 2015 (including the base shelf prospectus, the “Prospectus”) with the U.S. Securities and Exchange Commission (the “SEC”) for the offering to which this communication relates. Before you invest, you should read the Prospectus and the documents incorporated therein by reference that the Bank has filed with the SEC for more complete information about the Bank and this offering. You may obtain these documents for free by visiting EDGAR on the SEC website at www.sec.gov or by visiting the Canadian System for Electronic Document Analysis and Retrieval (SEDAR) website, which may be accessed at www.sedar.com. Alternatively, the Bank or any underwriter participating in the offering will arrange to send you the Prospectus and any document incorporated therein by reference if you request such documents by calling Scotia Capital (USA) Inc. at 1-800-372-3930, Merrill Lynch, Pierce, Fenner & Smith Incorporated at 1-800-294-1322, J.P. Morgan Securities LLC at 212-834-4533, Morgan Stanley & Co. LLC at 1-866-718-1649 and Wells Fargo Securities, LLC at 1-800-645-3751.
| 2 |