Free Writing Prospectus - Filing Under Securities Act Rules 163/433 (fwp)
23 Februar 2023 - 11:31PM
Edgar (US Regulatory)
Free Writing Prospectus
Filed Pursuant to Rule 433
Registration Statement
No. 333-267664
February 23, 2023
United Parcel Service, Inc.
FINAL TERM SHEET
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|
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| Security Offered: |
|
4.875% Senior Notes due 2033 (the “2033
Notes”) |
|
|
| Issuer: |
|
United Parcel Service, Inc. (the “Company”) |
|
|
| Expected Ratings (Moody’s / S&P):* |
|
A2/A |
|
|
| Principal Amount: |
|
$900,000,000 |
|
|
| Trade Date: |
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February 23, 2023 |
|
|
| Settlement Date: |
|
February 27, 2023 (T+2) |
|
|
| Maturity Date: |
|
March 3, 2033 |
|
|
| Price to Public: |
|
99.968% of the principal amount |
|
|
| Benchmark Treasury: |
|
3.500% due February 15, 2033 |
|
|
| Benchmark Treasury Price / Yield: |
|
96-28+ /
3.879% |
|
|
| Spread to Benchmark Treasury: |
|
+100 basis points |
|
|
| Yield to Maturity: |
|
4.879% |
|
|
| Coupon (Interest Rate): |
|
4.875% |
|
|
| Record Dates: |
|
February 15 and August 15 of each year,
commencing on August 15, 2023 |
|
|
| Interest Payment Dates: |
|
March 3 and September 3 of each year,
commencing September 3, 2023 |
|
|
| Minimum Denominations: |
|
The 2033 Notes will be issued in denominations of
$2,000 and in integral multiples of $1,000. |
|
|
| Optional Redemption: |
|
The 2033 Notes will be redeemable at any time
prior to December 3, 2032 (the “2033 Notes Par Call Date”), as
a whole or in part, at the option of the Company, on at least 10
days’, but not more than 60 days’, prior written notice mailed to
the registered address of each holder of the notes to be redeemed,
at a redemption price (expressed as a percentage of principal
amount and rounded to three decimal places) equal to the greater
of: (1) (a) the sum of the present values of the remaining
scheduled payments of principal and interest thereon discounted to
the redemption date (assuming the 2033 Notes matured on the 2033
Notes Par Call Date) on a semi-annual basis (assuming a
360-day year consisting of
twelve 30-day months) at
the Treasury Rate, as defined in the preliminary prospectus
supplement of the Company dated the date hereof, plus 15 basis
points less (b) interest accrued to the date of redemption,
and (2) 100% of the principal amount of the 2033 Notes to be
redeemed, plus, in either case, accrued and unpaid interest, if
any, on the principal amount of the 2033 Notes to be redeemed to,
but excluding, the redemption date. |
|
|
|
|
|
The 2033 Notes will be redeemable at any time on
or after the 2033 Notes Par Call Date, as a whole or in part, at
the option of the Company, on at least 10 days’, but not more than
60 days’, prior notice mailed to the registered address of each
holder of 2033 Notes to be redeemed, at a redemption price equal to
100% of the principal amount of the 2033 Notes to be redeemed, plus
accrued and unpaid interest, if any, on the principal amount of the
2033 Notes to be redeemed to, but excluding, the redemption
date. |
|
|
| CUSIP: |
|
911312 BZ8 |
|
|
| ISIN: |
|
US911312BZ82 |
|
|
| Form: |
|
DTC, Book-Entry |
|
|
| Law: |
|
New York |
|
|
| Joint Book-Running Managers: |
|
Barclays Capital Inc.
Citigroup Global Markets Inc.
Morgan Stanley & Co. LLC
SG Americas Securities, LLC
Wells Fargo Securities, LLC
BNP Paribas Securities Corp.
BofA Securities, Inc.
Goldman Sachs & Co. LLC
J.P. Morgan Securities LLC
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|
|
|
Senior Co-Managers:
Co-Managers:
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TD Securities (USA) LLC
U.S. Bancorp Investments, Inc.
UBS Securities LLC
ANZ Securities, Inc.
BNY Mellon Capital Markets, LLC
CastleOak Securities, L.P.
Fifth Third Securities, Inc.
HSBC Securities (USA) Inc.
Loop Capital Markets LLC
Mizuho Securities USA LLC
MUFG Securities Americas Inc.
Siebert Williams Shank & Co., LLC
Standard Chartered Bank
Truist Securities, Inc.
|
|
|
| Concurrent Offering: |
|
Concurrent with the offering of the 2033 Notes,
the Company is offering its 5.050% Senior Notes due 2053. |
IV-2
To the extent any Underwriter that is not a U.S. registered
broker-dealer intends to effect sales of 2033 Notes in the United
States, it will do so through one or more U.S. registered
broker-dealers in accordance with the applicable U.S. securities
laws and regulations. Standard Chartered Bank will not effect any
offers or sales of any notes in the United States unless it is
through one or more U.S. registered broker-dealers as permitted by
the regulations of FINRA.
| * |
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 Company has filed a registration statement (including a base
prospectus) and a preliminary prospectus supplement with the SEC
for the offering to which this communication relates. The Company
files annual, quarterly, and current reports, proxy statements and
other information with the SEC. Before you invest, you should read
the preliminary prospectus supplement for this offering, the
Company’s prospectus in that registration statement and any other
documents the Company has filed with the SEC for more complete
information about the Company and this offering. We urge you to
read these documents and any other relevant documents when they
become available because they contain and will contain important
information about the Company and this offering. You may get these
documents for free by visiting EDGAR on the SEC Website at
www.sec.gov.
Alternatively, the Company, any Underwriter or any dealer
participating in the offering will arrange to send you the
prospectus if you request it by contacting Barclays Capital Inc.
toll free at (888) 603-5847; Citigroup Global Markets Inc.
toll-free at (800) 831-9146; Morgan Stanley & Co.
LLC toll free at (866) 718-1649; SG Americas Securities, LLC
toll free at (855) 881-2108; or Wells Fargo Securities,
LLC toll-free at (800) 645-3751.
This pricing term sheet supplements the preliminary prospectus
supplement issued by United Parcel Service, Inc. on
February 23, 2023 relating to its prospectus dated
September 30, 2022 (such prospectus, as supplemented by such
preliminary prospectus supplement, the “Preliminary Prospectus”).
The information in this pricing term sheet supersedes the
information in the Preliminary Prospectus to the extent
inconsistent with the information in the Preliminary
Prospectus.
No EEA or UK PRIIPs KID – No EEA or UK PRIIPs key information
document (KID) has been prepared as not available to retail in EEA
or the UK.
ANY DISCLAIMERS OR OTHER NOTICES THAT MAY APPEAR BELOW ARE NOT
APPLICABLE TO THIS COMMUNICATION AND SHOULD BE DISREGARDED. SUCH
DISCLAIMERS OR OTHER NOTICES WERE AUTOMATICALLY GENERATED AS A
RESULT OF THIS COMMUNICATION BEING SENT VIA BLOOMBERG OR ANOTHER
EMAIL SYSTEM.
IV-3
Registration Statement
No. 333-267664
February 23, 2023
United Parcel Service, Inc.
FINAL TERM SHEET
|
|
|
| Security Offered: |
|
5.050% Senior Notes due 2053 (the “2053
Notes”) |
|
|
| Issuer: |
|
United Parcel Service, Inc. (the “Company”) |
|
|
| Expected Ratings (Moody’s / S&P):* |
|
A2/A |
|
|
| Principal Amount: |
|
$1,100,000,000 |
|
|
| Trade Date: |
|
February 23, 2023 |
|
|
| Settlement Date: |
|
February 27, 2023 (T+2) |
|
|
| Maturity Date: |
|
March 3, 2053 |
|
|
| Price to Public: |
|
99.478% of the principal amount |
|
|
| Benchmark Treasury: |
|
4.000% due November 15, 2052 |
|
|
| Benchmark Treasury Price / Yield: |
|
102-01 /
3.884% |
|
|
| Spread to Benchmark Treasury: |
|
+120 basis points |
|
|
| Yield to Maturity: |
|
5.084% |
|
|
| Coupon (Interest Rate): |
|
5.050% |
|
|
| Record Dates: |
|
February 15 and August 15 of each year,
commencing on August 15, 2023 |
|
|
| Interest Payment Dates: |
|
March 3 and September 3 of each year,
commencing September 3, 2023 |
|
|
| Minimum Denominations: |
|
The 2053 Notes will be issued in denominations of
$2,000 and in integral multiples of $1,000. |
|
|
|
| Optional Redemption: |
|
The 2053 Notes will be redeemable at any time
prior to September 3, 2052 (the “2053 Notes Par Call Date”),
as a whole or in part, at the option of the Company, on at least 10
days’, but not more than 60 days’, prior written notice mailed to
the registered address of each holder of the notes to be redeemed,
at a redemption price (expressed as a percentage of principal
amount and rounded to three decimal places) equal to the greater
of: (1) (a) the sum of the present values of the remaining
scheduled payments of principal and interest thereon discounted to
the redemption date (assuming the 2053 Notes matured on the 2053
Notes Par Call Date) on a semi-annual basis (assuming a
360-day year consisting of
twelve 30-day months) at
the Treasury Rate, as defined in the preliminary prospectus
supplement of the Company dated the date hereof, plus 20 basis
points less (b) interest accrued to the date of redemption,
and (2) 100% of the principal amount of the 2053 Notes to be
redeemed, plus, in either case, accrued and unpaid interest, if
any, on the principal amount of the 2053 Notes to be redeemed to,
but excluding, the redemption date. |
IV-1
|
|
|
|
|
|
|
The 2053 Notes will be redeemable at any time on
or after the 2053 Notes Par Call Date, as a whole or in part, at
the option of the Company, on at least 10 days’, but not more than
60 days’, prior notice mailed to the registered address of each
holder of 2053 Notes to be redeemed, at a redemption price equal to
100% of the principal amount of the 2053 Notes to be redeemed, plus
accrued and unpaid interest, if any, on the principal amount of the
2053 Notes to be redeemed to, but excluding, the redemption
date. |
|
|
| CUSIP: |
|
911312 CA2 |
|
|
| ISIN: |
|
US911312CA23 |
|
|
| Form: |
|
DTC, Book-Entry |
|
|
| Law: |
|
New York |
|
|
| Joint Book-Running Managers: |
|
Barclays Capital Inc.
Citigroup Global Markets Inc.
Morgan Stanley & Co. LLC
SG Americas Securities, LLC
Wells Fargo Securities, LLC
BNP Paribas Securities Corp.
BofA Securities, Inc.
Goldman Sachs & Co. LLC
J.P. Morgan Securities LLC
|
|
|
| Senior Co-Managers: |
|
TD Securities (USA) LLC
U.S. Bancorp Investments, Inc.
UBS Securities LLC
|
|
|
| Co-Managers: |
|
ANZ Securities, Inc.
BNY Mellon Capital Markets, LLC
CastleOak Securities, L.P.
Fifth Third Securities, Inc.
HSBC Securities (USA) Inc.
Loop Capital Markets LLC
Mizuho Securities USA LLC
MUFG Securities Americas Inc.
Siebert Williams Shank & Co., LLC
Standard Chartered Bank
Truist Securities, Inc.
|
|
|
| Concurrent Offering: |
|
Concurrent with the offering of the 2053 Notes,
the Company is offering its 4.875% Senior Notes due 2033. |
IV-2
To the extent any Underwriter that is not a U.S. registered
broker-dealer intends to effect sales of 2053 Notes in the United
States, it will do so through one or more U.S. registered
broker-dealers in accordance with the applicable U.S. securities
laws and regulations. Standard Chartered Bank will not effect any
offers or sales of any notes in the United States unless it is
through one or more U.S. registered broker-dealers as permitted by
the regulations of FINRA.
| * |
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 Company has filed a registration statement (including a base
prospectus) and a preliminary prospectus supplement with the SEC
for the offering to which this communication relates. The Company
files annual, quarterly, and current reports, proxy statements and
other information with the SEC. Before you invest, you should read
the preliminary prospectus supplement for this offering, the
Company’s prospectus in that registration statement and any other
documents the Company has filed with the SEC for more complete
information about the Company and this offering. We urge you to
read these documents and any other relevant documents when they
become available because they contain and will contain important
information about the Company and this offering. You may get these
documents for free by visiting EDGAR on the SEC Website at
www.sec.gov.
Alternatively, the Company, any Underwriter or any dealer
participating in the offering will arrange to send you the
prospectus if you request it by contacting Barclays Capital Inc.
toll free at (888) 603-5847; Citigroup Global Markets Inc.
toll-free at (800) 831-9146; Morgan Stanley & Co.
LLC toll free at (866) 718-1649; SG Americas Securities, LLC
toll free at (855) 881-2108; or Wells Fargo Securities,
LLC toll-free at (800) 645-3751.
This pricing term sheet supplements the preliminary prospectus
supplement issued by United Parcel Service, Inc. on
February 23, 2023 relating to its prospectus dated
September 30, 2022 (such prospectus, as supplemented by such
preliminary prospectus supplement, the “Preliminary Prospectus”).
The information in this pricing term sheet supersedes the
information in the Preliminary Prospectus to the extent
inconsistent with the information in the Preliminary
Prospectus.
No EEA or UK PRIIPs KID – No EEA or UK PRIIPs key information
document (KID) has been prepared as not available to retail in EEA
or the UK.
ANY DISCLAIMERS OR OTHER NOTICES THAT MAY APPEAR BELOW ARE NOT
APPLICABLE TO THIS COMMUNICATION AND SHOULD BE DISREGARDED. SUCH
DISCLAIMERS OR OTHER NOTICES WERE AUTOMATICALLY GENERATED AS A
RESULT OF THIS COMMUNICATION BEING SENT VIA BLOOMBERG OR ANOTHER
EMAIL SYSTEM.
B-1
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