Free Writing Prospectus - Filing Under Securities Act Rules 163/433 (fwp)
01 März 2023 - 12:27PM
Edgar (US Regulatory)
Free Writing Prospectus filed pursuant to Rule 433
Relating to the Preliminary Prospectus Supplement dated February
28, 2023 to the Prospectus dated May 24, 2021
Registration Statement No. 333-256406
Final Term Sheet
AstraZeneca Finance LLC
$1,100,000,000 4.875% Notes due 2028
$650,000,000 4.900% Notes due 2030
$500,000,000 4.875% Notes due 2033
Final Term Sheets
|
Issuer: |
AstraZeneca Finance
LLC |
| Guarantor: |
AstraZeneca PLC |
| Trade Date: |
February 28, 2023 |
| Settlement Date: |
March 3, 2023 (T+3) |
| Expected Ratings: |
Moody’s: A3; S&P: A |
$1,100,000,000 4.875% Notes due 2028:
|
Security Type: |
Senior Notes |
| Aggregate Principal Amount: |
$1,100,000,000 |
| Maturity Date: |
March 3, 2028 |
| Coupon: |
4.875% |
| Benchmark Treasury: |
4.000% due February 29, 2028 |
| Benchmark Treasury Price and Yield: |
99-07+, 4.171% |
| Spread to Benchmark Treasury: |
+75 basis points |
| Yield to Maturity: |
4.921% |
| Price to Public: |
99.798% of the Aggregate Principal
Amount |
| Interest Payment Dates: |
March 3 and September 3, commencing September 3,
2023 |
| Gross Proceeds to Issuer: |
$1,097,778,000 |
| Underwriting Discount: |
0.225% of the Aggregate Principal
Amount |
| Net Proceeds to Issuer (before
expenses): |
$1,095,303,000 |
| Redemption Provisions: |
|
|
Optional Redemption: |
At the option of the Issuer, from
time to time, in whole or in part, as follows: (i) prior to
February 3, 2028, at a redemption price equal to the greater of (1)
(a) the sum of the present values of the remaining scheduled
payments of principal and interest on the Notes to be redeemed
discounted to the redemption date (assuming such Notes matured on
February 3, 2028) on a semi-annual basis (assuming a 360-day year
consisting of twelve 30-day months) at the treasury rate plus 15
basis points less (b) interest accrued to the date of redemption,
and (2) 100% of the principal amount of the Notes to be redeemed,
plus, in either case, accrued and unpaid interest on the Notes to
be redeemed to the redemption date and (ii) on or after February 3,
2028, at a redemption price equal to 100% of the principal amount
of the Notes to be redeemed, plus accrued interest thereon to but
excluding the date of redemption. |
|
Optional Tax Redemption: |
In the event of certain tax law
changes and other limited circumstances relating to tax matters, in
whole but not in part, at a price equal to 100% of the principal
amount of the Notes to be redeemed plus accrued interest thereon to
but excluding the redemption date. |
| CUSIP: |
04636NAF0 |
| ISIN: |
US04636NAF06 |
$650,000,000 4.900% Notes due 2030:
|
Security Type: |
Senior Notes |
| Aggregate Principal Amount: |
$650,000,000 |
| Maturity Date: |
March 3, 2030 |
| Coupon: |
4.900% |
| Benchmark Treasury: |
4.000% due February 28, 2030 |
| Benchmark Treasury Price and Yield: |
99-18+, 4.070% |
| Spread to Benchmark Treasury: |
+90 basis points |
| Yield to Maturity: |
4.970% |
| Price to Public: |
99.590% of the Aggregate Principal
Amount |
| Interest Payment Dates: |
March 3 and September 3, commencing September 3,
2023 |
| Gross Proceeds to Issuer: |
$647,335,000 |
| Underwriting Discount: |
0.275% of the Aggregate Principal
Amount |
| Net Proceeds to Issuer (before
expenses): |
$645,547,500 |
| Redemption Provisions: |
|
|
Optional Redemption: |
At the option of the Issuer, from
time to time, in whole or in part, as follows: (i) prior to January
3, 2030, at a redemption price equal to the greater of (1) (a) the
sum of the present values of the remaining scheduled payments of
principal and interest on the Notes to be redeemed discounted to
the redemption date (assuming such Notes matured on January 3,
2030) on a semi-annual basis (assuming a 360-day year consisting of
twelve 30-day months) at the treasury rate plus 15 basis points
less (b) interest accrued to the date of redemption, and (2) 100%
of the principal amount of the Notes to be redeemed, plus, in
either case, accrued and unpaid interest on the Notes to be
redeemed to the redemption date and (ii) on or after January 3,
2030, at a redemption price equal to 100% of the principal amount
of the Notes to be redeemed, plus accrued interest thereon to but
excluding the date of redemption. |
| Optional Tax Redemption: |
In the event of certain tax law changes and other
limited circumstances relating to tax matters, in whole but not in
part, at a price equal to 100% of the principal amount of the Notes
to be redeemed plus accrued interest thereon to but excluding the
redemption date. |
| CUSIP: |
04636NAG8 |
| ISIN: |
US04636NAG88 |
$500,000,000 4.875% Notes due 2033:
|
Security Type: |
Senior Notes |
| Aggregate Principal Amount: |
$500,000,000 |
| Maturity Date: |
March 3, 2033 |
| Coupon: |
4.875% |
| Benchmark Treasury: |
3.500% due February 15, 2033 |
| Benchmark Treasury Price and Yield: |
96-20+, 3.910% |
| Spread to Benchmark Treasury: |
+100 basis points |
| Yield to Maturity: |
4.910% |
| Price to Public: |
99.726% of the Aggregate Principal
Amount |
| Interest Payment Dates: |
March 3 and September 3, commencing September 3,
2023 |
| Gross Proceeds to Issuer: |
$498,630,000 |
| Underwriting Discount: |
0.325% of the Aggregate Principal
Amount |
| Net Proceeds to Issuer (before
expenses): |
$497,005,000 |
| Redemption Provisions: |
|
| Optional Redemption: |
At the option of the Issuer, from time to time,
in whole or in part, as follows: (i) prior to December 3, 2032, at
a redemption price equal to the greater of (1) (a) the sum of the
present values of the remaining scheduled payments of principal and
interest on the Notes to be redeemed discounted to the redemption
date (assuming such Notes matured on December 3, 2032) on a
semi-annual basis (assuming a 360-day year consisting of twelve
30-day months) at the treasury rate plus 15 basis points less (b)
interest accrued to the date of redemption, and (2) 100% of the
principal amount of the Notes to be redeemed, plus, in either case,
accrued and unpaid interest on the Notes to be redeemed to the
redemption date and (ii) on or after December 3, 2032, at a
redemption price equal to 100% of the principal amount of the Notes
to be redeemed, plus accrued interest thereon to but excluding the
date of redemption. |
| Optional Tax Redemption: |
In the event of certain tax law changes and other
limited circumstances relating to tax matters, in whole but not in
part, at a price equal to 100% of the principal amount of the Notes
to be redeemed plus accrued interest thereon to but excluding the
redemption date. |
|
CUSIP: |
04636NAH6 |
| ISIN: |
US04636NAH61 |
|
Joint Book-Running
Managers: |
BofA Securities, Inc.
HSBC Securities (USA) Inc.
Mizuho Securities USA LLC
Santander US Capital Markets LLC
|
| Co-Managers: |
Barclays Capital Inc.
BNP Paribas
Citigroup Global Markets Inc.
Deutsche Bank Securities Inc.
Goldman Sachs & Co. LLC
J.P. Morgan Securities LLC
Morgan Stanley & Co. LLC
SEB Securities, Inc.
SG Americas Securities, LLC
R. Seelaus & Co., LLC
Tigress Financial Partners, LLC
|
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*****
No EEA or UK PRIIPs key information document (KID) has been
prepared as the Notes are not available to retail in the EEA or the
UK.
Note: A securities rating is not a recommendation to buy, sell or
hold securities and may be subject to revision or withdrawal at any
time.
The Issuer has filed a registration statement (including a
prospectus supplement and accompanying prospectus) with the SEC for
the offering to which this communication relates. Before you
invest, you should read the prospectus in that registration
statement, the preliminary prospectus supplement and other
documents incorporated by reference therein that the issuer has
filed with the SEC for more complete information about the issuer
and this offering. You may get these documents for free by visiting
EDGAR on the SEC Website at www.sec.gov. Alternatively, the issuer,
any underwriter or any dealer participating in the offering will
arrange to send you the prospectus if you request it from BofA
Securities, Inc., NC1-004-03-43, 200 North College Street, 3rd
floor, Charlotte NC 28255-0001, Attention: Prospectus Department,
by telephone at +1-800-294-1322 or by emailing
dg.prospectus_requests@bofa.com; HSBC Securities (USA) Inc., 452
Fifth Avenue, New York, NY 10018, by telephone at +1-866-811-8049;
Mizuho Securities USA LLC, 1271 Avenue of the Americas, New York,
NY 10020, by telephone at +1 866-271-7403; or Santander US Capital
Markets LLC by telephone at +1-855-403-3636.
It is expected that delivery of the notes will be made against
payment on or about the Settlement Date, which will be the third
business day following the Trade Date of the notes (such settlement
being referred to as “T+3”). Trades in the secondary market are
required to settle in two business days, unless the parties to any
such trade expressly agree otherwise. Accordingly, purchasers who
wish to trade notes prior to the delivery of the notes hereunder
may be required, by virtue of the fact that the notes will
initially settle in T+3, to specify an alternate settlement
arrangement at the time of any such trade to prevent a failed
settlement. Purchasers of the notes who wish to trade the notes
prior to their date of delivery hereunder should consult their
advisors.
Any disclaimer or other notice that may appear below is not
applicable to this communication and should be disregarded. Such
disclaimer or notice was automatically generated as a result of
this communication being sent by Bloomberg or another email
system.
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