Form FWP - Filing under Securities Act Rules 163/433 of free writing prospectuses
September 06 2023 - 8:42AM
Edgar (US Regulatory)
Filed Pursuant to Rule 433
Registration No. 333-273003
Pricing Term Sheet 5.716% Senior Notes due 2028
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Issuer: |
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Sumitomo Mitsui Financial Group, Inc. (SMFG) |
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Securities Offered: |
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U.S.$1,100,000,000 aggregate principal amount of 5.716% senior notes due 2028 (the Notes) |
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Offer and Sale: |
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SEC registered |
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Expected Security Ratings: |
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A1 (Moodys) / A- (S&P) |
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Denomination: |
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U.S.$200,000 and integral multiples of U.S.$1,000 in excess thereof |
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Offering Price: |
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100.000% |
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Pricing Date: |
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September 5, 2023 |
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Settlement Date: |
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September 14, 2023 |
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Maturity Date: |
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September 14, 2028 |
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Redemption: |
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The Notes will only be redeemable at SMFGs option, subject to prior confirmation of the Financial Services Agency of Japan (if such confirmation is required under applicable Japanese laws or regulations then in effect), upon
the occurrence of certain changes in tax law, as set forth in the preliminary prospectus supplement dated September 5, 2023 |
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Ranking of the Notes: |
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The Notes will constitute direct, unconditional, unsecured and unsubordinated general obligations of SMFG and will at all times rank pari passu without any preference among themselves and with all other unsecured obligations
of SMFG, other than subordinated obligations of SMFG and except for statutorily preferred obligations |
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Coupon Payment Dates: |
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Payable semiannually in arrears on March 14 and September 14 of each year beginning on March 14, 2024. Such semiannual interest will amount to U.S.$28.58 per U.S.$1,000 in nominal amount of the Notes for each interest
payment date |
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Spread to Benchmark: |
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T+135 bps |
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Coupon: |
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5.716% |
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Day Count Basis: |
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30/360, unadjusted |
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Business Day: |
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New York, London and Tokyo |
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Use of Proceeds: |
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SMFG intends to use the net proceeds of the offering to extend unsecured loans, intended to qualify as internal TLAC, to Sumitomo Mitsui Banking Corporation (SMBC) and SMBC intends to use the proceeds of the loans for
general corporate purposes |
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Listing: |
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Luxembourg Stock Exchanges Euro MTF Market |
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Settlement: |
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DTC, Euroclear and Clearstream |
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CUSIP: |
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86562M DG2 |
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ISIN: |
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US86562MDG24 |
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Common Code: |
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267274509 |
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Legal Entity Identifier: |
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35380028MYWPB6AUO129 |
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Joint Lead Managers and Joint Bookrunners: |
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SMBC Nikko Securities America, Inc. Goldman
Sachs & Co. LLC Jefferies LLC BofA Securities,
Inc. |
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Co-Managers: |
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Barclays Capital Inc. Citigroup Global Markets
Inc. J.P. Morgan Securities LLC Nomura Securities
International, Inc. Daiwa Capital Markets America Inc. HSBC
Securities (USA) Inc. AmeriVet Securities, Inc. Great Pacific
Securities Loop Capital Markets LLC R. Seelaus &
Co., LLC |
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Stabilization Manager: |
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SMBC Nikko Securities America, Inc. |
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Trustee, Paying Agent, Transfer Agent and Registrar: |
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The Bank of New York Mellon |
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.
The issuer has filed a registration statement (including a prospectus) and a preliminary prospectus supplement with the
SEC for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement, the preliminary prospectus supplement 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 and the preliminary prospectus supplement if you request it by calling SMBC Nikko Securities America, Inc. toll-free at
1-888-868-6856, Goldman Sachs & Co. LLC at 1-212-902-1171 (Prospectus Department), Jefferies LLC at 1-212-284-2300 and BofA
Securities, Inc. toll-free at 1-800-294-1322 or by calling SMFGs investor relations department at 81-3-3282-8111.
No PRIIPs KID or U.K. PRIIPs KID -
No PRIIPs key information document (KID) or U.K. PRIIPs KID has been prepared as not available to retail in EEA or U.K., respectively. See PROHIBITION OF SALES TO EEA RETAIL INVESTORS and PROHIBITION OF SALES TO U.K. RETAIL
INVESTORS in the preliminary prospectus supplement dated September 5, 2023.
This communication is intended for the sole use of the
person to whom it is provided by us.
This notice does not constitute an offer to sell or a solicitation of an offer to buy or an advertisement in
respect of Notes in any jurisdiction where such offer or solicitation or advertisement would be unlawful.
Pricing Term Sheet 5.808% Senior Notes due 2033
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Issuer: |
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Sumitomo Mitsui Financial Group, Inc. (SMFG) |
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Securities Offered: |
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U.S.$900,000,000 aggregate principal amount of 5.808% senior notes due 2033 (the Notes) |
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Offer and Sale: |
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SEC registered |
|
|
Expected Security Ratings: |
|
A1 (Moodys) / A- (S&P) |
|
|
Denomination: |
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U.S.$200,000 and integral multiples of U.S.$1,000 in excess thereof |
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Offering Price: |
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100.000% |
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Pricing Date: |
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September 5, 2023 |
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Settlement Date: |
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September 14, 2023 |
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Maturity Date: |
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September 14, 2033 |
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Redemption: |
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The Notes will only be redeemable at SMFGs option, subject to prior confirmation of the Financial Services Agency of Japan (if such confirmation is required under applicable Japanese laws or regulations then in effect), upon
the occurrence of certain changes in tax law, as set forth in the preliminary prospectus supplement dated September 5, 2023 |
|
|
Ranking of the Notes: |
|
The Notes will constitute direct, unconditional, unsecured and unsubordinated general obligations of SMFG and will at all times rank pari passu without any preference among themselves and with all other unsecured obligations
of SMFG, other than subordinated obligations of SMFG and except for statutorily preferred obligations |
|
|
Coupon Payment Dates: |
|
Payable semiannually in arrears on March 14 and September 14 of each year beginning on March 14, 2024. Such semiannual interest will amount to U.S.$29.04 per U.S.$1,000 in nominal amount of the Notes for each interest
payment date |
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Spread to Benchmark: |
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T+155 bps |
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Coupon: |
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5.808% |
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Day Count Basis: |
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30/360, unadjusted |
|
|
Business Day: |
|
New York, London and Tokyo |
|
|
Use of Proceeds: |
|
SMFG intends to use the net proceeds of the offering to extend unsecured loans, intended to qualify as internal TLAC, to Sumitomo Mitsui Banking Corporation (SMBC) and SMBC intends to use the proceeds of the loans for
general corporate purposes |
|
|
Listing: |
|
Luxembourg Stock Exchanges Euro MTF Market |
|
|
Settlement: |
|
DTC, Euroclear and Clearstream |
|
|
CUSIP: |
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86562M DJ6 |
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ISIN: |
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US86562MDJ62 |
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Common Code: |
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267274533 |
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Legal Entity Identifier: |
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35380028MYWPB6AUO129 |
|
|
Joint Lead Managers and Joint Bookrunners: |
|
SMBC Nikko Securities America, Inc. Goldman
Sachs & Co. LLC Jefferies LLC BofA Securities,
Inc. |
|
|
|
Co-Managers: |
|
Barclays Capital Inc. Citigroup Global Markets
Inc. J.P. Morgan Securities LLC Nomura Securities
International, Inc. Daiwa Capital Markets America Inc. HSBC
Securities (USA) Inc. AmeriVet Securities, Inc. Great Pacific
Securities Loop Capital Markets LLC R. Seelaus &
Co., LLC |
|
|
Stabilization Manager: |
|
SMBC Nikko Securities America, Inc. |
|
|
Trustee, Paying Agent, Transfer Agent and Registrar: |
|
The Bank of New York Mellon |
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.
The issuer has filed a registration statement (including a prospectus) and a preliminary prospectus supplement with the
SEC for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement, the preliminary prospectus supplement 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 and the preliminary prospectus supplement if you request it by calling SMBC Nikko Securities America, Inc. toll-free at
1-888-868-6856, Goldman Sachs & Co. LLC at 1-212-902-1171 (Prospectus Department), Jefferies LLC at 1-212-284-2300 and BofA
Securities, Inc. toll-free at 1-800-294-1322 or by calling SMFGs investor relations department at 81-3-3282-8111.
No PRIIPs KID or U.K. PRIIPs KID -
No PRIIPs key information document (KID) or U.K. PRIIPs KID has been prepared as not available to retail in EEA or U.K., respectively. See PROHIBITION OF SALES TO EEA RETAIL INVESTORS and PROHIBITION OF SALES TO U.K. RETAIL
INVESTORS in the preliminary prospectus supplement dated September 5, 2023.
This communication is intended for the sole use of the
person to whom it is provided by us.
This notice does not constitute an offer to sell or a solicitation of an offer to buy or an advertisement in
respect of Notes in any jurisdiction where such offer or solicitation or advertisement would be unlawful.
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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