Free Writing Prospectus - Filing Under Securities Act Rules 163/433 (fwp)
March 09 2017 - 6:04AM
Edgar (US Regulatory)
Filed Pursuant to Rule
433
Registration No. 333-213943
The Western Union Company
$400,000,000
3.600%
Notes due 2022
March 8, 2017
Pricing Term Sheet
Issuer:
|
|
The Western Union
Company
|
Securities:
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|
3.600% Notes due
2022
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Format:
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SEC-Registered
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Trade Date:
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March 8,
2017
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Settlement
Date*:
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March 15, 2017 (T+5)
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Maturity
Date:
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|
March 15, 2022
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Principal
Amount:
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$400,000,000
|
Price to
Public:
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99.859%
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Net Proceeds (before
expenses) to Issuer:
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$397,036,000
|
Spread to Benchmark
Treasury:
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+155 basis points
|
Benchmark
Treasury:
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|
UST 1.875% due
February 28, 2022
|
Benchmark Treasury
Price / Yield:
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|
99-01 / 2.081%
|
Yield to
Maturity:
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|
3.631%
|
Coupon (Interest
Rate):
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|
3.600%
|
Interest Payment Dates:
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Semi-annually on each
March 15 and September 15 of each year, commencing on September 15, 2017
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Interest Rate
Adjustment:
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The interest rate
payable on the notes will be subject to adjustment from time to time if
either Moodys or S&P (or any Substitute Rating Agency (as defined in
the preliminary prospectus supplement)) downgrades (or subsequently
upgrades) the debt rating assigned to the notes as described under
Description of the NotesGeneralInterest Rate Adjustment in the
preliminary prospectus supplement
|
Optional
RedemptionMake-Whole Call:
|
|
Make-whole call at any
time prior to February 15, 2022, at the greater of 100% of the principal
amount of the notes being redeemed and discounted present value at
Treasury rate plus 25 basis points
|
Optional RedemptionPar
Call:
|
|
Par call at any time on
or after February 15, 2022, at a price equal to 100% of the principal
amount of the notes being redeemed, plus accrued interest but unpaid
interest thereon to, but excluding, the date of redemption
|
Change of Control:
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|
If a Change of Control
Triggering Event occurs, unless the Issuer has exercised its right to
redeem the notes, the Issuer will be required to offer to repurchase the
notes at a price equal to 101% of the aggregate principal amount of notes
repurchased, plus accrued and unpaid interest, if any, on the notes
repurchased to, but not including, the date of repurchase
|
Minimum
Denominations:
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|
$2,000 and integral
multiples of $1,000 in excess thereof
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Day Count
Convention:
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30/360
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Business Days:
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New York
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CUSIP / ISIN:
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959802 AU3 /
US959802AU35
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Use of Proceeds:
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The Issuer intends to
use the net proceeds from the sale of the notes for general corporate
purposes, including to fund a portion of the payments due under the Joint
Settlement Agreement, as described under Prospectus Supplement
SummaryRecent Developments in the preliminary prospectus
supplement.
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Joint Book-Running
Managers:
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Barclays Capital Inc.
Citigroup Global Markets Inc.
Merrill Lynch, Pierce, Fenner &
Smith Incorporated
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Co-Managers:
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BNY Mellon Capital
Markets, LLC
U.S. Bancorp Investments, Inc.
CIBC World Markets
Corp.
Credit Suisse Securities (USA) LLC
Fifth Third Securities,
Inc.
J.P. Morgan Securities
LLC
Scotia Capital (USA) Inc.
|
*The Issuer expects to deliver
the notes against payment on or about March 15, 2017, which is the fifth U.S.
business day following the date of this pricing term sheet (such settlement
being referred to as T+5). Under Rule 15c6-1 under the Exchange Act, trades in
the secondary market are required to settle in three U.S. business days, unless
the parties to any such trade expressly agree otherwise. Accordingly, purchasers
who wish to trade the notes prior to the third U.S. business day before the
settlement date will be required, by virtue of the fact that the notes initially
settle in T+5, 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 the third U.S. business day before the settlement date
should consult their advisors.
The Issuer has filed a
registration statement (including a base prospectus and a prospectus supplement)
with the U.S. Securities and Exchange Commission (SEC) for the offering to which
this communication relates. Capitalized terms used herein and not otherwise
defined herein have the meanings specified in the prospectus supplement. Before
you invest, you should read the prospectus supplement for this offering, the
prospectus in that registration statement and any other documents 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 searching the SEC online data
base (EDGAR) on the SEC web site at http://www.sec.gov. Alternatively, the
Issuer, any underwriter or any dealer participating in the offering will arrange
to send you the prospectus supplement and prospectus if you request it by
calling Barclays Capital Inc. toll-free at 1-888-603-5847, Citigroup Global
Markets Inc. toll-free at 1-800-831-9146, or Merrill Lynch, Pierce, Fenner &
Smith Incorporated toll-free at 1-800-294-1322.
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.
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