Filed Pursuant to Rule 424(b)(2)
Registration No. 333-242048
PROSPECTUS
SUPPLEMENT
(To prospectus dated August 7, 2020)
Mitsubishi UFJ Financial Group, Inc.
$1,000,000,000 0.962% Senior Callable Fixed-to-Fixed Reset Rate Notes due October 11, 2025
$1,250,000,000 1.640% Senior Callable Fixed-to-Fixed Reset Rate Notes due October 13, 2027
$750,000,000 2.494% Senior Callable Fixed-to-Fixed Reset Rate Notes due October 13, 2032
Mitsubishi UFJ Financial Group, Inc., or MUFG, expects to issue the above-listed senior notes, collectively the Notes, pursuant to a senior indenture, dated
March 1, 2016, or the Indenture. MUFG Securities Americas Inc. and other broker-dealers may use this prospectus supplement and the accompanying prospectus in connection with market-making transactions in the Notes after their initial sale.
The senior callable fixed-to-fixed reset rate notes due October 11, 2025, or the 4-year notes, will bear interest from (and including) October 13 , 2021
to (but excluding) October 11, 2024 at the fixed per annum rate listed above, payable semi-annually in arrears on April 11 and October 11 of each year, with the first interest payment to be made on April 11, 2022 (short-first coupon). From
(and including) October 11, 2024 to (but excluding) the maturity date, the 4-year notes will bear interest at a fixed per annum rate equal to the applicable U.S. Treasury Rate (as defined below) as determined by the Calculation Agent (as defined
below) on the 4-year notes Reset Determination Date (as defined below), plus 0.45%, payable semi-annually in arrears on April 11, 2025 and October 11, 2025.
The senior callable fixed-to-fixed reset rate notes due October 13, 2027, or the 6-year notes, will bear interest from (and including) October 13, 2021 to
(but excluding) October 13, 2026 at the fixed per annum rate listed above, payable semi-annually in arrears on April 13 and October 13 of each year, with the first interest payment to be made on April 13, 2022. From (and including)
October 13, 2026 to (but excluding) the maturity date, the 6-year notes will bear interest at a fixed per annum rate equal to the applicable U.S. Treasury Rate as determined by the Calculation Agent on the 6-year notes Reset Determination Date
(as defined below), plus 0.67%, payable semi-annually in arrears on April 13, 2027 and October 13, 2027.
The senior callable fixed-to-fixed reset
rate notes due October 13, 2032, or the 11-year notes, will bear interest from (and including) October 13, 2021 to (but excluding) October 13, 2031 at the fixed per annum rate listed above, payable semi-annually in arrears on April 13 and October 13
of each year, with the first interest payment to be made on April 13, 2022. From (and including) October 13, 2031 to (but excluding) the maturity date, the 11-year notes will bear interest at a fixed per annum rate equal to the applicable U.S.
Treasury Rate as determined by the Calculation Agent on the 11-year notes Reset Determination Date (as defined below), plus 0.97%, payable semi-annually in arrears on April 13, 2032 and October 13, 2032.
We may at our option and in our sole discretion redeem a series of Notes in whole, but not in part, on the date that is one year prior to the maturity date
of such series of Notes at 100% of their principal amount plus any accrued and unpaid interest to (but excluding) the date of redemption, subject to certain conditions. See Description of the NotesOptional Redemption in this
prospectus supplement. In addition, we may at our option redeem a series of Notes in whole, but not in part, at 100% of their principal amount plus any accrued and unpaid interest to (but excluding) the date of redemption upon the occurrence of
certain tax events, subject to certain conditions. See Description of Senior Debt SecuritiesOptional Tax Redemption in the accompanying prospectus.
The Notes are intended to qualify as external total loss-absorbing capacity, or External TLAC, debt under the Japanese TLAC Standard (as defined below). The
Notes will be our senior unsecured obligations but will be structurally subordinated to the liabilities of MUFG s subsidiaries. See Risk Factors and Description of Senior Debt Securities in the accompanying prospectus.
We have made an application to the Luxembourg Stock Exchange to list the Notes on the official list of the Luxembourg Stock Exchange and for the
Notes to be admitted to trading on the Luxembourg Stock Exchanges Euro MTF Market. The Luxembourg Stock Exchanges Euro MTF Market is not a regulated market for the purposes of Directive 2014/65/EU. This prospectus supplement with the
accompanying prospectus constitutes the listing prospectus for purposes of Part IV of the Luxembourg law on prospectus for securities dated July 16, 2019. This prospectus supplement and the accompanying prospectus do not constitute a prospectus for
the purposes of Regulation (EU) 2017/1129 (the Prospectus Regulation) or the Prospectus Regulation as it forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018 (the UK Prospectus Regulation).
Investing in the Notes involves risks. See Risk Factors beginning on page SP-1 of this prospectus supplement and
page 6 of the accompanying prospectus and as incorporated by reference herein from our most recent annual report on Form 20-F.
Neither the U.S. Securities and
Exchange Commission, or the SEC, nor any state securities regulators has approved or disapproved of these securities or determined if this prospectus supplement or the accompanying prospectus is truthful or complete. Any representation to the
contrary is a criminal offense.
These securities are not deposits or savings accounts. These securities are not insured by the U.S. Federal
Deposit Insurance Corporation, or the FDIC, or any other governmental agency or instrumentality.
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Price to Public(1)
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Underwriting Discounts
and Commissions(2)
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Proceeds to us
(before
expenses)(1)
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Per Note due 2025
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100.000
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%
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0.250
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%
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99.750
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%
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Total Notes due 2025
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$
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1,000,000,000
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$
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2,500,000
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$
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997,500,000
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Per Note due 2027
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100.000
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%
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0.350
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%
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99.650
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%
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Total Notes due 2027
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$
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1,250,000,000
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$
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4,375,000
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$
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1,245,625,000
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Per Note due 2032
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100.000
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%
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0.450
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%
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99.550
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%
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Total Notes due 2032
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$
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750,000,000
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$
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3,375,000
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$
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746,625,000
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(1)
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Plus accrued interest, if any, after October 13, 2021.
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(2)
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For additional underwriting compensation information, see Underwriting (Conflicts of Interest).
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The Notes are expected to be delivered to purchasers in book-entry form only through the facilities of The Depository Trust
Company, or DTC, for the accounts of its participants, including Euroclear Bank SA/NV, or Euroclear, and Clearstream Banking S.A., or Clearstream, Luxembourg, on or about October 13, 2021.
Joint Lead Managers and Joint Bookrunners
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Citigroup
(4-year notes)
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J.P. Morgan
(6-year notes)
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BofA Securities
(11-year notes)
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Senior Co-Managers
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Barclays
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BofA Securities
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Citigroup
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J.P.Morgan
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(4-year notes and 6-year notes)
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(6-year notes and 11-year notes)
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(4-year notes and 11-year notes)
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Co-Managers
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BNP PARIBAS
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Crédit Agricole CIB
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HSBC
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Natixis
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Nomura
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Société Générale Corporate & Investment Banking
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Wells Fargo Securities
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CastleOak Securities L.P.
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Penserra Securities LLC
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Roberts & Ryan
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R. Seelaus & Co., LLC
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Bank of China
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ICBC Singapore
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The date of this prospectus supplement is October 5, 2021