Form FWP - Filing under Securities Act Rules 163/433 of free writing prospectuses
February 20 2025 - 5:12PM
Edgar (US Regulatory)
Issuer Free Writing Prospectus
Filed Pursuant to Rule 433
Registration Statement No. 333-279815
February 20, 2025
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5.900% Senior Notes due 2035
Term Sheet
February 20, 2025
This final term sheet relates to the offering of the securities specified
herein and should be read together with the preliminary prospectus supplement, dated February 20, 2025 (the “Preliminary Prospectus
Supplement”), including the documents incorporated by reference therein, and the accompanying prospectus dated May 30, 2024,
filed pursuant to Rule 424(b) under the Securities Act of 1933 (Registration Statement File No. 333-279815). The information
in this final term sheet supplements the Preliminary Prospectus Supplement, is qualified in its entirety by reference to the Preliminary
Prospectus Supplement and supersedes the information in the Preliminary Prospectus Supplement only to the extent it is inconsistent with
the information contained in the Preliminary Prospectus Supplement. Capitalized terms used but not defined herein shall have the respective
meanings as set forth in the Preliminary Prospectus Supplement.
Issuer: |
Selective Insurance Group, Inc. |
Expected Ratings
(Moody’s/S&P/Fitch)*: |
Baa2 (Stable) / BBB (Stable) / BBB+ (Stable) |
Security: |
5.900% Senior Notes due 2035 (the “Notes”) |
Format: |
SEC Registered |
Principal Amount: |
$400,000,000 |
Trade Date: |
February 20, 2025 |
Settlement Date: |
February 25, 2025 (“T+3”). Under Rule 15c6-1 under the Securities Exchange Act of 1934, trades in the secondary market are required to settle in one business day, unless the parties to any such trade expressly agree otherwise. Accordingly, purchasers who wish to trade the Notes on any date prior to one business day before delivery will be required, by virtue of the fact that the Notes initially settle in T+3, to specify an alternate settlement arrangement at the time of any such trade to prevent a failed settlement. |
Maturity Date: |
April 15, 2035 |
Interest Payment Dates: |
April 15 and October 15 of each year, commencing on October 15, 2025 |
Coupon (Interest Rate): |
5.900% |
Yield to
Maturity: |
5.901% |
Benchmark Treasury: |
4.625% due February 15, 2035 |
Spread to Benchmark
Treasury: |
T + 140 basis points |
Benchmark Treasury
Price / Yield: |
100-31+ / 4.501% |
Price to Public: |
99.978% of the principal
amount, plus accrued interest, if any, from the Settlement Date if settlement occurs after that date |
Net Proceeds, Before
Expenses, to the Issuer: |
$397,312,000 |
Optional Redemption: |
|
Make-Whole
Call: |
Prior to January 15,
2035 (three months prior to the maturity date) (the “Par Call Date”), the issuer may redeem the Notes at its option,
in whole or in part, at any time and from time to time, at a redemption price (expressed as a percentage of principal amount and
rounded to three decimal places) equal to the greater of (1) (a) the sum of the present values of the remaining scheduled
payments of principal and interest thereon discounted to, but excluding, the redemption date (assuming the Notes matured on the Par
Call Date) on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate plus 25 basis
points less (b) interest accrued to, but excluding, the redemption date, and (2) 100% of the principal amount of the Notes
to be redeemed, plus, in either case, accrued and unpaid interest thereon to, but excluding, the redemption date. |
Par
Call: |
On or after the
Par Call Date, the issuer may redeem the Notes, in whole or in part, at any time and from time to time, at a redemption price equal
to 100% of the principal amount of the Notes being redeemed, plus accrued and unpaid interest thereon to, but excluding, the redemption
date. |
Use of Proceeds: |
The issuer intends to
use the net proceeds from this offering for general corporate purposes, including to support organic growth opportunities. |
CUSIP / ISIN: |
816300 AJ6 / US816300AJ62 |
Joint Book-Running
Managers: |
Goldman Sachs & Co. LLC
BofA Securities, Inc.
Wells Fargo Securities, LLC |
Senior Co-Manager: |
RBC Capital Markets, LLC |
Co-Managers: |
J.P. Morgan Securities LLC
Keefe, Bruyette, & Woods, Inc.
Morgan Stanley & Co. LLC
|
*Note: A securities rating is not a recommendation to buy, sell
or hold securities. The ratings may be subject to revision, suspension or withdrawal at any time. Each of the security ratings above should
be evaluated independently of any other security rating. No report of any rating agency is incorporated by reference herein.
The
issuer has filed a registration statement (including a base prospectus) and a preliminary prospectus supplement with the U.S. Securities
and Exchange Commission (the “SEC”) for the offering to which this communication relates. Before you invest, you should read
the preliminary 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 visiting
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 preliminary prospectus supplement and prospectus if you request it by calling Goldman Sachs &
Co. LLC toll-free at 1-866-471-2526, BofA Securities, Inc. toll-free at 1-800-294-1322, or Wells Fargo Securities, LLC toll-free
at 1-800-645-3751.
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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