Free Writing Prospectus - Filing Under Securities Act Rules 163/433 (fwp)
July 21 2022 - 6:04AM
Edgar (US Regulatory)
Filed Pursuant
to Rule 433
Registration Number 333-262911
$1,000,000,000 4.000% Notes
due 2025
$750,000,000 4.150% Notes
due 2027
$750,000,000 4.400% Notes
due 2032
$750,000,000 4.900% Notes due 2052
International Business Machines Corporation
July 20, 2022
Pricing Term Sheet
Issuer |
International Business Machines Corporation |
Issuer Ratings* |
A3 / A- (Moody’s/S&P) |
Format |
SEC Registered |
Trade Date |
July 20, 2022 |
Settlement Date** |
July 27, 2022 (T+5) |
Joint Bookrunning Managers |
BNP Paribas Securities Corp., J.P. Morgan Securities LLC, RBC Capital Markets, LLC, Santander Investment Securities Inc. and Wells Fargo Securities, LLC |
Co-Managers |
BBVA Securities Inc., PNC Capital Markets LLC, SG Americas Securities, LLC, Bancroft Capital, LLC and Drexel Hamilton, LLC |
Minimum Denomination |
$100,000 and multiples of $1,000 in excess thereof |
|
2025 Notes |
2027 Notes |
2032 Notes |
2052 Notes |
Size |
$1,000,000,000 |
$750,000,000 |
$750,000,000 |
$750,000,000 |
Maturity |
July 27, 2025 |
July 27, 2027 |
July 27, 2032 |
July 27, 2052 |
Interest Payment Dates |
Semi-annually on January 27 and July 27 |
Semi-annually on January 27 and July 27 |
Semi-annually on January 27 and July 27 |
Semi-annually on January 27 and July 27 |
First Interest Payment Date |
January 27, 2023 |
January 27, 2023 |
January 27, 2023 |
January 27, 2023 |
Coupon |
4.000% |
4.150% |
4.400% |
4.900% |
Benchmark Treasury |
3.000% due July 15, 2025 |
3.250% due June 30, 2027 |
2.875% due May 15, 2032 |
2.250% due February 15, 2052 |
Benchmark Treasury Yield |
3.250% |
3.179% |
3.040% |
3.190% |
Spread to Benchmark Treasury |
T + 75 bps |
T + 100 bps |
T + 145 bps |
T + 180 bps |
Yield to Maturity |
4.000% |
4.179% |
4.490% |
4.990% |
Make-Whole Call |
Prior to July 27, 2025 at T + 12.5 bps |
Prior to June 27, 2027 at T + 15 bps |
Prior to April 27, 2032 at T + 25 bps |
Prior to January 27, 2052 at T + 30 bps |
Par Call |
— |
On or after June 27, 2027 |
On or after April 27, 2032 |
On or after January 27, 2052 |
Price to Public |
100.000% |
99.870% |
99.281% |
98.608% |
Underwriting Discount |
0.150% |
0.250% |
0.400% |
0.800% |
Day Count |
30/360 |
30/360 |
30/360 |
30/360 |
CUSIP |
459200 KS9 |
459200 KT7 |
459200 KU4 |
459200 KV2 |
ISIN |
US459200KS93 |
US459200KT76 |
US459200KU40 |
US459200KV23 |
*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.
**Note: We expect that delivery of the notes
will be made to investors on or about July 27, 2022, which will be the fifth business day following the date of this final term sheet
(such settlement being referred to as “T+5”). Under Rule 15c6-1 under the Securities Exchange Act of 1934, as amended, trades
in the secondary market are required to settle in two business days, unless the parties to any such trade expressly agree otherwise. Accordingly,
purchasers who wish to trade notes on the date of the prospectus supplement or the next two succeeding business days 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 on the date of the prospectus supplement or the next
two succeeding business days should consult their advisors.
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 website 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 BNP Paribas
Securities Corp. at 1-800-854-5674, J.P. Morgan Securities LLC at 1-212-834-4533, RBC Capital Markets, LLC at 1-866-375-6829, Santander
Investment Securities Inc. at 1-855-403-3636 or Wells Fargo Securities, LLC at 1-800-645-3751.
This pricing term sheet supplements the preliminary
form of prospectus supplement, pertaining to the notes issuance referenced above, issued by International Business Machines Corporation
on July 20, 2022 relating to its Prospectus dated February 22, 2022.
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