Supplementing the Preliminary Prospectus

    Filed Pursuant to Rule 433

Supplement dated March 4, 2024

    Registration Statement No. 333-260091

(To Prospectus dated October 6, 2021)

    and 333-260091-03

$1,000,000,000

Chubb INA Holdings Inc.

5.000% Senior Notes due 2034

Fully and Unconditionally Guaranteed by

Chubb Limited

Pricing Term Sheet

March 4, 2024

 

Issuer:    Chubb INA Holdings Inc.
Guarantor:    Chubb Limited
Ratings (Moody’s / S&P / Fitch)(1):    A3 (Positive) / A (Stable) / A (Stable)
Offering Format:    SEC Registered
Security Type:    Senior Unsecured Notes
Description of Securities:    5.000% Senior Notes due 2034 (the “Notes”)
Pricing Date:    March 4, 2024
Settlement Date(2):    March 7, 2024 (T+3)
Maturity Date:    March 15, 2034
Aggregate Principal Amount:    $1,000,000,000
Public Offering Price:    99.648% of the principal amount
Coupon (Interest Rate):    5.000%
Interest Payment Dates:    Semi-annually on March 15 and September 15, commencing September 15, 2024 (long first interest period)
Benchmark Treasury:    UST 4.000% due February 15, 2034
Benchmark Treasury Price / Yield:    98-06 / 4.225%
Spread to Benchmark Treasury:    +82 basis points
Yield to Maturity:    5.045%
Optional Redemption:    In each case, as described in the Preliminary Prospectus Supplement
  

•

   

Make-Whole Call prior to December 15, 2033

(T + 15 basis points)

  

•

    Par Call on or after December 15, 2033

CUSIP/ISIN:    171239AK2 / US171239AK24
Joint Book-Running Managers:   

Citigroup Global Markets Inc.

HSBC Securities (USA) Inc.

Wells Fargo Securities, LLC

Barclays Capital Inc.

BofA Securities, Inc.

Goldman Sachs & Co. LLC

J.P. Morgan Securities LLC

RBC Capital Markets, LLC

Co-Managers:   

ANZ Securities, Inc.

MUFG Securities Americas Inc.

UBS Securities LLC

BNY Mellon Capital Markets, LLC

Drexel Hamilton, LLC

ING Financial Markets LLC

PNC Capital Markets LLC

Scotia Capital (USA) Inc.

Standard Chartered Bank

 

 

(1) 

Note: A security rating is not a recommendation to buy, sell or hold securities and should be evaluated independently of any other rating. Each rating is subject to revision or withdrawal at any time by the assigning rating organization.

(2) 

It is expected that delivery of the notes will be made against payment therefor on or about March 7, 2024, which is the third business day following the date hereof. Under Rule 15c6-1 of the Securities Exchange Act of 1934, as amended, trades in the secondary market generally are required to settle in two business days unless the parties to that trade expressly agree otherwise. Accordingly, purchasers who wish to trade the notes on any date prior to the second business day before delivery will be required, by virtue of the fact that the notes initially will settle in T+3, to specify an alternative settlement cycle at the time of any such trade to prevent failed settlement. Purchasers of the notes who wish to trade the notes prior to their date of delivery hereunder should consult their own advisors.

The issuer and the guarantor have filed a registration statement (including a prospectus) with the SEC for the offerings to which this communication relates. Before you invest, you should read the prospectus in that registration statement and other documents the issuer or the guarantor has filed with the SEC for more complete information about the issuer, the guarantor and these offerings. You may get these documents for free by visiting EDGAR on the SEC Web site at www.sec.gov. Alternatively, the issuer, any underwriter or any dealer participating in these offerings will arrange to send you the prospectus if you request it by calling Citigroup Global Markets Inc. at 1-800-831-9146, HSBC Securities (USA) Inc. at 1-866-811-8049 and Wells Fargo Securities, LLC at 1-800-645-3751.

This Pricing Term Sheet is not a prospectus for the purposes of Regulation (EU) 2017/1129, including as the same forms part of domestic law in the United Kingdom by virtue of the European Union (Withdrawal) Act 2018, as amended by the European Union (Withdrawal Agreement) Act 2020.

No PRIIPs or UK PRIIPs KID – No PRIIPs or UK PRIIPs key information document (KID) has been prepared as not available to retail in EEA or UK.

In the UK, this Pricing Term Sheet and any other document or materials relating to the issue of the Notes offered hereby is being distributed only to and is directed only at: (i) persons who are “investment professionals” falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (as amended, the “Order”), (ii) high net worth companies, unincorporated associations and other bodies within the categories described in Article 49(2)(a) to (d) of the Order and (iii) any other persons to whom an invitation or inducement to engage in investment activity (within the meaning of Section 21 of the United Kingdom’s Financial Services and Markets Act 2000, as amended (the “FSMA”)) in connection with the issue or sale of the Notes may otherwise lawfully be communicated or caused to be communicated (all such persons together being referred to as “relevant persons”). Any person who is not a relevant person should not act or rely on this Pricing Term Sheet or any of its contents. Any investment or investment activity to which this Pricing Term Sheet relates is available only to relevant persons and will be engaged in only with relevant persons.

Any disclaimers or notices that may appear on this Pricing Term Sheet below the text of this legend are not applicable to this Pricing Term Sheet and should be disregarded. Such disclaimers may have been electronically generated as a result of this Pricing Term Sheet being sent via, or posted on, Bloomberg or another electronic mail system.

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