Free Writing Prospectus - Filing Under Securities Act Rules 163/433 (fwp)
August 08 2018 - 04:41PM
Edgar (US Regulatory)
Free Writing Prospectus
Filed Pursuant to Rule 433
Registration Statement
333-223773
NATIONAL FUEL GAS COMPANY
Final Term Sheet
August 8, 2018
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Issuer:
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National Fuel Gas Company
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Security:
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4.75% Notes due 2028
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Ratings*:
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Baa3/BBB/BBB (Moodys/S&P/Fitch)
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Trade Date:
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August 8, 2018
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Settlement Date**:
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August 17, 2018 (T+7)
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Size:
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$300,000,000
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Maturity:
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September 1, 2028
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Benchmark Treasury:
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2.875% due May 15, 2028
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Benchmark Treasury Yield:
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2.967%
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Spread to Benchmark Treasury:
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187.5 basis points
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Yield to Maturity:
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4.842%
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Price to Public:
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99.273%
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Coupon (Interest Rate):
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4.75% per annum
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Interest Payment Dates:
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March 1 and September 1, commencing March 1, 2019
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Make-Whole Optional Redemption:
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At any time prior to June 1, 2028 (the par call date) at a discount rate of Treasury plus 30 basis points (calculated to the par call date)
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At Par Optional Redemption:
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On or after the par call date
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CUSIP/ISIN:
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636180 BP5 / US636180BP52
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Joint Book-Running Managers:
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J.P. Morgan Securities LLC
HSBC Securities
(USA) Inc.
Merrill Lynch, Pierce, Fenner & Smith
Incorporated
CIBC World Markets Corp.
KeyBanc Capital
Markets Inc.
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Senior
Co-Managers:
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Citizens Capital Markets, Inc.
PNC Capital
Markets LLC
U.S. Bancorp Investments, Inc.
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Co-Managers:
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BB&T Capital Markets, a division of BB&T Securities, LLC
BNY Mellon Capital Markets, LLC
Comerica Securities,
Inc.
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*
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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.
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**
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It is expected that delivery of the notes will be made, against payment for the notes, on or about
August 17, 2018, which will be the seventh business day following the pricing of the notes. Under Rule
15c6-1
under the Exchange Act, trades in the secondary market generally are required to settle in two
business days, unless the parties to a trade expressly agree otherwise. Accordingly, purchasers of the notes who wish to trade the notes on the date of this prospectus supplement or the next succeeding four business days will be required, because
the notes initially will settle within seven business days (T+7), to specify an alternate settlement cycle at the time of any such trade to prevent a failed settlement. Purchasers of the notes who wish to trade on the date of this prospectus
supplement or the next four succeeding business days should consult their own legal advisors.
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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, J.P. Morgan Securities LLC, HSBC Securities (USA) Inc. or Merrill Lynch, Pierce, Fenner & Smith Incorporated can arrange to send you the
prospectus if you request it by calling J.P. Morgan Securities LLC collect at
1-212-834-4533,
HSBC Securities (USA) Inc.
toll-free at
1-866
811-8049
or Merrill Lynch, Pierce, Fenner & Smith Incorporated toll-free at
1-800-294-1322.
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