SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned, thereunto duly authorized.
Date: March 12, 2018
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Mitsubishi UFJ Financial Group, Inc.
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By:
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/s/ Zenta Morokawa
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Name:
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Zenta Morokawa
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Title:
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Chief Manager
Documentation & Corporate Secretary Department
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Corporate Administration Division
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Mitsubishi UFJ Financial Group, Inc.
MUFG Announces Early Tender Results of Debt Tender Offers
Japan, March
12, 2018
Mitsubishi UFJ Financial Group, Inc. (MUFG) announced today the early results of its
previously announced partial cash tender offers for the debt securities listed below (the Notes). The tender offers are being made on the terms and subject to the conditions set forth in MUFGs Offer to Purchase, dated February 26,
2018.
The principal amounts of the Notes listed in the table below were validly tendered and not validly withdrawn at or prior to 5:00 p.m., New York
City time, on March 9, 2018 (the Early Tender Date). The Early Tender Date was not extended, and those tendered Notes may no longer be withdrawn.
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Title of Security
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CUSIP
Number
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Outstanding
Principal
Amount
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Aggregate
Principal
Amount
Tendered
(a)
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Maximum
Series Tender
Cap
(b)
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U.S. Treasury
Reference
Security
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Bloomberg
Reference
Page
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Fixed
Spread
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Early
Tender
Payment
(c)(d)
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Total
Consideration
(c)(d)
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2.95% Senior Notes due March 1, 2021
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606822 AA2
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$
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3,100,000,000
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$
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2,046,101,000
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$
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850,000,000
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2.25% U.S.
Treasury Notes due 02/15/2021
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FIT1
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+35 bps
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$
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50.00
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To be
determined as
set forth herein
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Floating Rate Senior Notes due March 1, 2021
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606822 AB0
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$
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900,000,000
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$
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261,029,000
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$
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150,000,000
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$
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50.00
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$1,048.75
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(a)
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As reported by D.F. King & Co., Inc., the tender and information agent for the tender offers.
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(b)
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The Maximum Series Tender Cap is the maximum aggregate principal amount of the applicable series of Notes to be purchased by MUFG.
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(c)
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Per $1,000 principal amount.
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(d)
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The Total Consideration payable for each $1,000 principal amount of the Notes validly tendered at or prior to the Early Tender Date and accepted for purchase by MUFG includes the applicable Early Tender Payment. In
addition, holders whose Notes are accepted for purchase by MUFG will also receive accrued interest on such Notes.
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Because the aggregate
principal amount of each series of Notes that were validly tendered and not validly withdrawn at or prior to the Early Tender Date exceeded the applicable Maximum Series Tender Cap, MUFG intends to purchase such Notes on a prorated basis using a
proration factor of approximately 42.5% for the 2.95% Senior Notes due March 1, 2021 (the Fixed Rate Notes) and a proration factor of approximately 58.9% for the Floating Rate Senior Notes due March 1, 2021 (the Floating
Rate Notes). After proration is applied, each holder will have a fraction of the principal amount of validly tendered Notes purchased, rounded down to the nearest $1,000 principal amount equal to or in excess of $200,000 to avoid the purchase
of Notes in a principal amount less than $200,000 and other than in multiples of $1,000 in excess thereof. MUFG will not accept any tender of Notes that would result in Notes in a principal amount of less than $200,000 being returned to the holder
after proration.
The tender offers will expire at 11:59 p.m., New York City time, on March 23, 2018. However, because the tender offers were fully
subscribed as of the Early Tender Date, MUFG does not intend to accept for purchase any Notes tendered subsequent to the Early Tender Date. All Notes not accepted for purchase will be promptly returned or credited to the respective holders
accounts.
Holders who validly tendered their Notes at or prior to the Early Tender Date and accepted for purchase will receive the Total Consideration
(which includes the Early Tender Payment) set forth in the table above. The Total Consideration to be paid per $1,000 principal amount of Fixed Rate Notes will be determined at 11:00 a.m., New York City time, on March 12, 2018, in the
manner described in the Offer to Purchase by reference to the Fixed Spread specified in the table above
plus
the applicable yield to maturity based on the
bid-side
price of the applicable U.S. Treasury
Reference Security specified in the table above. The Total Consideration to be paid per $1,000 principal amount of Floating Rate Notes is the amount set forth in the table above.
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The holders of the Notes purchased will also receive accrued and unpaid interest from the last interest payment
date applicable to the relevant series of Notes up to, but not including, the Early Settlement Date, which is expected to be March 14, 2018, when payment for the Notes that are validly tendered prior to or at the Early Tender Date and that are
accepted for purchase is expected to be made.
On March 2, 2018, MUFG completed an
SEC-registered
offering of
senior unsecured notes on terms and conditions satisfactory to MUFG. MUFGs obligation to accept for purchase and to pay for the Notes validly tendered in the tender offers is subject to the satisfaction or waiver of the remaining conditions
described in the Offer to Purchase.
Information Relating to the Tender Offers
Morgan Stanley & Co. LLC and MUFG Securities Americas Inc. are acting as the dealer managers for the tender offers. D.F. King & Co., Inc. is
the information agent and the tender agent for the tender offers.
Questions regarding the tender offers may be directed to: Morgan Stanley & Co.
LLC at (800)
624-1808
(U.S. toll free) or (212)
761-1057
(collect), or MUFG Securities Americas Inc. at (877)
744-4532
(U.S. toll
free) or (212)
405-7481
(collect). The Offer to Purchase may be obtained from D.F. King & Co., Inc. by calling toll-free at (800) 859-8508 (bankers and brokers can call collect at (212)
269-5550)
or
e-mailing
mufg@dfking.com.
This press release is for
informational purposes only and is not an offer to purchase or a solicitation of an offer to sell the Notes or any other securities. MUFG is making the tender offers only by, and pursuant to, the terms of the Offer to Purchase. The tender offers are
not being made in any jurisdiction in which the making or acceptance thereof would not be in compliance with the securities laws, blue sky laws or other laws of such jurisdiction. None of MUFG, the dealer managers, and the tender and information
agent is making any recommendation in connection with the tender offers.
Cautionary Statement Concerning Forward-Looking Statements
This press release includes forward-looking statements. They are based on current expectations and projections about future events, and are
therefore subject to risks and uncertainties which are outside of MUFGs control and could cause actual results to differ materially from the future results expressed or implied by the forward looking statements. Words such as
expect(s), feel(s), believe(s), will, may, anticipate(s), estimate(s), plan(s), should, intend(s), forecast(s),
guidance, could, would and similar expressions are intended to identify forward-looking statements. Forward-looking statements are based on MUFGs current understanding and assessment of relevant factors and
reasonable assumptions about the future. They are subject to known and unknown risks and uncertainties, including, but not limited to, the deterioration of the Japanese and global economies, changes in borrower conditions, fluctuations in interest
rates, foreign currency exchange rates, stock prices, commodities prices and real estate prices, legal proceedings, changes in the regulatory and competitive environment, malfunctions and deficiencies in MUFGs IT systems, natural disasters,
cyber-attacks and other external events, and difficulties in hiring and retaining qualified employees.
Given these uncertainties, investors are cautioned
not to place undue reliance on forward-looking statements. Investors are also urged to carefully review and consider the various disclosures that MUFG makes, which attempt to advise interested parties of the factors that affect MUFGs business,
including the Risk Factors included in the Offer to Purchase and the reports MUFG files with, or furnishes to, the SEC from time to time, specifically MUFGs annual report on Form 20-F and current reports on Form 6-K. Except as
required by law, MUFG disclaims any intent or obligation to update publicly any forward-looking statements set forth in this press release, whether as a result of new information, future events or otherwise.
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Contact:
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Mitsubishi UFJ Financial Group, Inc.
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Financial Planning Division
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+81-3-3240-6949
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