Issuer Free Writing Prospectus
Filed Pursuant to Rule 433
Registration Statement No. 333-238120
Xilinx, Inc.
$750,000,000 2.375% Senior Notes due 2030
May 12, 2020
Term Sheet
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Issuer
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Xilinx, Inc.
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Description of Security
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2.375% Senior Notes due 2030
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Security Type
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Senior Notes
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Legal Format
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SEC Registered
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Trade Date
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May 12, 2020
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Rating
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A3/A- (Moody's / Fitch)*
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Settlement Date
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May 19, 2020 (T+5)**
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Principal Amount
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$750,000,000
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Maturity Date
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June 1, 2030
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Interest Payment Dates
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Semi-annually on June 1 and December 1 of each year, commencing on December 1, 2020
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Coupon
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2.375%
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Benchmark Treasury
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1.500% due February 15, 2030
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Benchmark Treasury Price / Yield
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107-24 / 0.678%
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Spread to Benchmark Treasury
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+170 basis points
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Yield to Maturity
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2.378%
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Public Offering Price
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99.973% of the principal amount
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Optional Redemption
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Make-whole call at any time prior to March 1, 2030 at the greater of 100% of the principal amount or a discount rate of Treasury plus 30 basis points. Par call on or after March 1, 2030.
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CUSIP Number
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983919 AK7
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ISIN
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US983919AK78
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Joint Book-Running Managers
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BofA Securities, Inc.
Morgan Stanley & Co. LLC
Wells Fargo Securities, LLC
Barclays Capital Inc.
Citigroup Global Markets Inc.
U.S. Bancorp Investments, Inc.
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Co-Managers
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ANZ Securities, Inc.
BNY Mellon Capital Markets, LLC
HSBC Securities (USA) Inc.
MUFG Securities Americas Inc.
Westpac Capital Markets, LLC
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*A securities rating is not a recommendation to buy, sell or hold securities and may be subject to revision or withdrawal by the assigning rating organization at any time. Each rating should be evaluated independently of any other rating.
**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 any such trade expressly agree otherwise. Accordingly, purchasers who wish to trade the notes prior to two business days before the date of delivery 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 two business days before the date of delivery should consult their advisors.
The issuer has filed a registration statement (including a prospectus) and a preliminary prospectus supplement with the U.S. Securities and Exchange Commission (“SEC”) for this offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement, and 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 visiting the SEC web site at www.sec.gov. Alternatively, the issuer, the underwriter or any dealer participating in the offering will arrange to send you the prospectus, the preliminary prospectus supplement and, when available, the final prospectus supplement if you request it by calling BofA Securities, Inc. toll-free at 1-800-294-1322, Morgan Stanley & Co. LLC toll-free at 1-800-718-1649, Wells Fargo Securities, LLC toll-free at 1-800-645-3751, Barclays Capital Inc. toll-free at 1-888-603-5847, Citigroup Global Markets Inc. toll-free at 1-800-831-9146 or U.S. Bancorp Investments, Inc. toll-free at 1-877-558-2607.
Term Sheet dated May 12, 2020, to the Preliminary Prospectus Supplement dated May 12, 2020, and the accompanying Prospectus dated May 8, 2020 (together, the “Preliminary Prospectus”) of Xilinx, Inc. The information in this Term Sheet supplements the Preliminary Prospectus and supersedes the information in the Preliminary Prospectus to the extent it is inconsistent with the information in the Preliminary Prospectus. This Term Sheet is qualified in its entirety by reference to the Preliminary Prospectus. Financial information presented in the Preliminary Prospectus is deemed to have changed to the extent affected by the changes described herein. This pricing term sheet should be read together with the Preliminary Prospectus, including the documents incorporated by reference therein, before making a decision in connection with an investment in the securities. Capitalized terms used in this Term Sheet but not defined have the meanings given them in the Preliminary Prospectus.