Free Writing Prospectus - Filing Under Securities Act Rules 163/433 (fwp)
March 03 2021 - 6:02AM
Edgar (US Regulatory)
Filed pursuant to Rule 433
Registration No. 333-253041
Issuer Free Writing Prospectus dated March 2, 2021
Relating to Preliminary Prospectus Supplement dated March 2, 2021
Mastercard Incorporated
$600,000,000 1.900% Notes due 2031
$700,000,000 2.950% Notes due 2051
Pricing Term Sheet
March 2, 2021
The information in
this pricing term sheet supplements Mastercard Incorporated’s preliminary prospectus supplement, dated March 2, 2021 (the “Preliminary Prospectus Supplement”), and supersedes the information in the Preliminary Prospectus
Supplement to the extent inconsistent with the information in the Preliminary Prospectus Supplement. In all other respects, this pricing term sheet is qualified in its entirety by reference to the Preliminary Prospectus Supplement. Terms used herein
but not defined herein shall have the respective meanings as set forth in the Preliminary Prospectus Supplement.
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Issuer:
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Mastercard Incorporated
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Security Title:
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1.900% Notes due 2031
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2.950% Notes due 2051
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Offering Format:
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SEC Registered
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SEC Registered
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Size:
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$600,000,000
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$700,000,000
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Maturity Date:
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March 15, 2031
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March 15, 2051
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Coupon:
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1.900%
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2.950%
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Interest
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Payment Dates:
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Semi-annually on March 15 and September 15 of each year, commencing September 15, 2021
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Semi-annually on March 15 and September 15 of each year, commencing September 15, 2021
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Price to Public:
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99.872%
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99.053%
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Benchmark Treasury:
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UST 1.125% due February 15, 2031
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UST 1.625% due November 15, 2050
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Benchmark Treasury Price and Yield:
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97-10+; 1.414%
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87-04+; 2.218%
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Spread to Benchmark Treasury:
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+ 50 basis points
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+ 78 basis points
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Reoffer Yield:
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1.914%
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2.998%
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Optional Redemption:
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Make-Whole Call:
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+ 10 basis points prior to December 15, 2030
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+ 15 basis points prior to September 15, 2050
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Par Call:
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On or after December 15, 2030 (3 months prior to the maturity date of the Notes)
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On or after September 15, 2050 (6 months prior to the maturity date of the Notes)
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CUSIP / ISIN:
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57636Q AS3 /
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57636Q AT1 /
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US57636QAS30
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US57636QAT13
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Denominations:
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$2,000 and integral multiples
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of $1,000 in excess thereof
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Trade Date:
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March 2, 2021
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Expected Settlement Date:
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March 4, 2021 (T+2)
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Joint Book-Running
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Managers:
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BofA Securities, Inc.
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Deutsche Bank Securities Inc.
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NatWest Markets Securities Inc.
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U.S. Bancorp Investments, Inc.
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Citigroup Global Markets Inc.
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Commerz Markets LLC
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HSBC Securities (USA) Inc.
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Lloyds Securities Inc.
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PNC Capital Markets LLC
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Santander Investment Securities Inc.
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SG Americas Securities, LLC
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Wells Fargo Securities, LLC
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Senior Co-Managers:
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Barclays Capital Inc.
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ICBC Standard Bank Plc
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Loop Capital Markets LLC
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Mizuho Securities USA LLC
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MUFG Securities Americas Inc.
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Co-Managers:
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AmeriVet Securities, Inc.
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Blaylock Van, LLC
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Samuel A. Ramirez & Company, Inc.
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Siebert Williams Shank & Co., LLC
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Tigress Financial Partners LLC
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The issuer has filed a registration statement (including a prospectus) with the SEC for the 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 EDGAR on the SEC Web site 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 by calling BofA Securities,
Inc. at 1-800-294-1322, Deutsche Bank Securities Inc. at 1-800-503-4611, NatWest Markets Securities Inc. at 1-203-897-6166, or U.S.
Bancorp Investments, Inc. at 1-877-558-2607.
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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