Filed Pursuant to Rule 433
Registration No. 333-228913
Pricing Term Sheet 2.448% Senior Notes due 2024
Issuer: | Sumitomo Mitsui Financial Group, Inc. (SMFG) | |
Securities Offered: | U.S.$1,000,000,000 aggregate principal amount of 2.448% senior notes due 2024 (the Notes) | |
Offer and Sale: | SEC registered | |
Expected Security Ratings: | A1 (Moodys) / A- (S&P) | |
Denomination: | U.S.$200,000 and integral multiples of U.S.$1,000 in excess thereof | |
Offering Price: | 100.000% | |
Pricing Date: | September 24, 2019 | |
Settlement Date: | September 27, 2019 | |
Maturity Date: | September 27, 2024 | |
Redemption: | 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 24, 2019 | |
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 27 and September 27 of each year beginning on March 27, 2020. Such semiannual interest will amount to U.S.$12.24 per U.S.$1,000 in nominal amount of the Notes for each interest payment date | |
Spread to Benchmark: | T+95 bps | |
Coupon: | 2.448% | |
Day Count Basis: | 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: | 86562M BT6 | |
ISIN: | US86562MBT62 | |
Common Code: | 205519092 | |
Legal Entity Identifier: | 35380028MYWPB6AUO129 | |
Joint Lead Managers and Joint Bookrunners: |
SMBC Nikko Securities America, Inc. Goldman Sachs & Co. LLC BofA Securities, Inc. Citigroup Global Markets Inc. |
Senior Co-Managers: | Barclays Capital Inc. J.P. Morgan Securities LLC Nomura Securities International, Inc. | |
Co-Managers*: | Daiwa Capital Markets America Inc. HSBC Securities (USA) Inc. Natixis Securities Americas LLC Société Générale Standard Chartered Bank UniCredit Capital Markets LLC | |
Stabilization Manager: |
SMBC Nikko Securities America, Inc. | |
Trustee, Paying Agent, Transfer Agent and Registrar: |
The Bank of New York Mellon |
* One or more of the underwriters may not be U.S.-registered broker-dealers. All sales of securities in the United States will be made by or through U.S.-registered broker-dealers, which may include affiliates of one or more of the underwriters.
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), Citigroup Global Markets Inc. toll-free at 1-800-831-9146, BofA Securities, Inc. collect at 1-800-294-1322 or by calling SMFGs investor relations department at 81-3-3282-8111.
No PRIIPs KID - No PRIIPs key information document (KID) has been prepared as not available to retail in EEA. See PROHIBITION OF SALES TO EEA RETAIL INVESTORS in the preliminary prospectus supplement dated September 24, 2019.
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 in Canada where such offer or solicitation or advertisement would be unlawful. The Notes will be offered only to purchasers purchasing, or deemed to be purchasing, as principal that are accredited investors as defined in National Instrument 45-106 Prospectus Exemptions or Section 73.3(1) of the Securities Act (Ontario) and are permitted clients as defined in National Instrument 31-103 Registration Requirements, Exemptions and Ongoing Registrant Obligations.
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.
Pricing Term Sheet 2.724% Senior Notes due 2029
Issuer: | Sumitomo Mitsui Financial Group, Inc. (SMFG) | |
Securities Offered: | U.S.$500,000,000 aggregate principal amount of 2.724% senior notes due 2029 (the Notes) | |
Offer and Sale: | SEC registered | |
Expected Security Ratings: | A1 (Moodys) / A- (S&P) | |
Denomination: | U.S.$200,000 and integral multiples of U.S.$1,000 in excess thereof | |
Offering Price: | 100.000% | |
Pricing Date: | September 24, 2019 | |
Settlement Date: | September 27, 2019 | |
Maturity Date: | September 27, 2029 | |
Redemption: | 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 24, 2019 | |
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 27 and September 27 of each year beginning on March 27, 2020. Such semiannual interest will amount to U.S.$13.62 per U.S.$1,000 in nominal amount of the Notes for each interest payment date | |
Spread to Benchmark: | T+110 bps | |
Coupon: | 2.724% | |
Day Count Basis: | 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: | 86562M BU3 | |
ISIN: | US86562MBU36 | |
Common Code: | 205519106 | |
Legal Entity Identifier: | 35380028MYWPB6AUO129 | |
Joint Lead Managers and Joint Bookrunners: |
SMBC Nikko Securities America, Inc. Goldman Sachs & Co. LLC BofA Securities, Inc. Citigroup Global Markets Inc. |
Senior Co-Managers: | Barclays Capital Inc. J.P. Morgan Securities LLC Nomura Securities International, Inc. | |
Co-Managers*: |
Daiwa Capital Markets America Inc. HSBC Securities (USA) Inc. Natixis Securities Americas LLC Société Générale Standard Chartered Bank UniCredit Capital Markets LLC | |
Stabilization Manager: |
SMBC Nikko Securities America, Inc. | |
Trustee, Paying Agent, Transfer Agent and Registrar: |
The Bank of New York Mellon |
* One or more of the underwriters may not be U.S.-registered broker-dealers. All sales of securities in the United States will be made by or through U.S.-registered broker-dealers, which may include affiliates of one or more of the underwriters.
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), Citigroup Global Markets Inc. toll-free at 1-800-831-9146, BofA Securities, Inc. collect at 1-800-294-1322 or by calling SMFGs investor relations department at 81-3-3282-8111.
No PRIIPs KID - No PRIIPs key information document (KID) has been prepared as not available to retail in EEA. See PROHIBITION OF SALES TO EEA RETAIL INVESTORS in the preliminary prospectus supplement dated September 24, 2019.
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 in Canada where such offer or solicitation or advertisement would be unlawful. The Notes will be offered only to purchasers purchasing, or deemed to be purchasing, as principal that are accredited investors as defined in National Instrument 45-106 Prospectus Exemptions or Section 73.3(1) of the Securities Act (Ontario) and are permitted clients as defined in National Instrument 31-103 Registration Requirements, Exemptions and Ongoing Registrant Obligations.
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.