Filed Pursuant to Rule 433
Registration No. 333-269836
May 13, 2024
Pricing Term Sheet
Johnson & Johnson
4.800% Notes due 2029
4.900% Notes due 2031
4.950% Notes due 2034
5.250% Notes due 2054
Issuer: |
Johnson & Johnson | |||||||
Security: |
4.800% Notes due 2029 |
4.900% Notes due 2031 |
4.950% Notes due 2034 |
5.250% Notes due 2054 | ||||
Size: |
$1,150,000,000 | $1,150,000,000 | $850,000,000 | $850,000,000 | ||||
Maturity Date: |
June 1, 2029 | June 1, 2031 | June 1, 2034 | June 1, 2054 | ||||
Coupon: |
4.800% | 4.900% | 4.950% | 5.250% | ||||
Interest Payment Dates: |
Paid semi-annually on June 1 and December 1, commencing December 1, 2024 |
Paid semi-annually on June 1 and December 1, commencing December 1, 2024 |
Paid semi-annually on June 1 and December 1, commencing December 1, 2024 |
Paid semi-annually on June 1 and December 1, commencing December 1, 2024 | ||||
Price to Public: |
99.879% | 99.910% | 99.943% | 99.923% | ||||
Underwriting Discount: |
0.300% | 0.350% | 0.400% | 0.750% | ||||
Benchmark Treasury: |
4.625% due April 30, 2029 |
4.625% due April 30, 2031 |
4.375% due May 15, 2034 |
4.250% due February 15, 2054 | ||||
Benchmark Treasury Price and Yield: |
100-16+, 4.507% | 100-24+, 4.495% | 99-03+, 4.487% | 93-26, 4.635% | ||||
Spread to Benchmark Treasury: |
32 bps | 42 bps | 47 bps | 62 bps | ||||
Yield: |
4.827% | 4.915% | 4.957% | 5.255% | ||||
Make-Whole Call: |
Treasury +5 bps prior to May 1, 2029 |
Treasury +10 bps prior to April 1, 2031 |
Treasury +10 bps prior to March 1, 2034 |
Treasury +10 bps prior to December 1, 2053 | ||||
Par Call: |
Any time on or after May 1, 2029, at 100% |
Any time on or after April 1, 2031, at 100% |
Any time on or after March 1, 2034, at 100% |
Any time on or after December 1, 2053, at 100% | ||||
Trade Date: |
May 13, 2024 | |||||||
Expected Settlement Date*: |
May 20, 2024 (T+5) | |||||||
CUSIP: |
478160CU6 | 478160CV4 | 478160CW2 | 478160CX0 | ||||
ISIN: |
US478160CU63 | US478160CV47 | US478160CW20 | US478160CX03 | ||||
Expected Ratings**: |
Aaa (stable) (Moodys) / AAA (negative) (S&P) | |||||||
Use of Proceeds: |
The Company intends to use the net proceeds of the offering of notes, together with the proceeds from the concurrent euro notes offering, borrowings under the Companys commercial paper program and cash on hand, to fund the recently announced acquisition of Shockwave Medical, Inc., a company that provides intravascular lithotripsy (IVL) technology for the treatment of calcified coronary artery disease and peripheral artery disease. The acquisition is subject to the receipt of Shockwaves shareholder approval, as well as the receipt of applicable regulatory approvals and other customary closing conditions. Any net proceeds not so applied will be used for general corporate purposes. |
Joint Book-Running Managers: |
J.P. Morgan Securities LLC BofA Securities, Inc. Citigroup Global Markets Inc. Deutsche Bank Securities Inc. Goldman Sachs & Co. LLC BNP Paribas Securities Corp. HSBC Securities (USA) Inc. NatWest Markets Securities Inc. RBC Capital Markets, LLC | |||||||
Senior Co-Managers: |
ING Financial Markets LLC Santander US Capital Markets LLC UBS Securities LLC UniCredit Capital Markets LLC | |||||||
Co-Managers: |
BBVA Securities Inc. Intesa Sanpaolo IMI Securities Corp. MUFG Securities Americas Inc. Standard Chartered Bank Academy Securities, Inc. R Seelaus & Co., LLC Samuel A. Ramirez & Company, Inc. Siebert Williams Shank & Co., LLC |
* | We expect to deliver the notes against payment therefor on or about May 20, 2024, which will be the fifth business day following the date of the pricing of the notes (such settlement cycle being herein referred to as T+5). Under Rule 15c6-1 of the Exchange Act of 1934, as amended, trades in the secondary market are required to settle in two business days, unless the parties to a trade expressly agree otherwise. Accordingly, purchasers who wish to trade notes prior to the second business day preceding the settlement date will be required, by virtue of the fact that the notes initially will settle T+5, to specify alternative settlement arrangements to prevent a failed settlement. Purchasers of notes who wish to trade notes prior to the second business day preceding the settlement date should consult their own advisers. |
** | 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) 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. This pricing term sheet supplements, and should be read in conjunction with, the issuers preliminary prospectus supplement dated May 13, 2024 and the accompanying prospectus dated February 16, 2023 and the documents incorporated by reference therein.
You may obtain 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 if you request it by calling J.P. Morgan Securities LLC collect at 1-212-834-4533, BofA Securities, Inc. at 1-800-294-1322 or Citigroup Global Markets Inc. at 1-800-831-9146.