-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, SeiiA7zvEX6K3xeSa9GduJPlfTL0b98ZVU1pGVM+h8xFAI/ZsOsNQ1rOxrMiS7MN SHQPEcaWkRawWZ+Vcl/L/A== 0001104659-06-037012.txt : 20060523 0001104659-06-037012.hdr.sgml : 20060523 20060523172159 ACCESSION NUMBER: 0001104659-06-037012 CONFORMED SUBMISSION TYPE: FWP PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20060523 DATE AS OF CHANGE: 20060523 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: AMERIPRISE FINANCIAL INC CENTRAL INDEX KEY: 0000820027 IRS NUMBER: 133180631 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: FWP SEC ACT: 1934 Act SEC FILE NUMBER: 333-133860 FILM NUMBER: 06862212 BUSINESS ADDRESS: STREET 1: 50591 AMERIPRISE FINANCIAL CENTER STREET 2: GENERAL COUNSEL'S OFFICE CITY: MINNEAPOLIS STATE: MN ZIP: 55474 BUSINESS PHONE: 612-671-4471 MAIL ADDRESS: STREET 1: 50591 AMERIPRISE FINANCIAL CENTER STREET 2: GENERAL COUNSEL'S OFFICE CITY: MINNEAPOLIS STATE: MN ZIP: 55474 FORMER COMPANY: FORMER CONFORMED NAME: AMERICAN EXPRESS FINANCIAL CORP DATE OF NAME CHANGE: 20030513 FORMER COMPANY: FORMER CONFORMED NAME: AMERICAN EXPRESS FINANCIAL ADVISORS DATE OF NAME CHANGE: 19950711 FORMER COMPANY: FORMER CONFORMED NAME: IDS FINANCIAL CORP/MN/ DATE OF NAME CHANGE: 19920703 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: AMERIPRISE FINANCIAL INC CENTRAL INDEX KEY: 0000820027 STANDARD INDUSTRIAL CLASSIFICATION: UNKNOWN SIC - 0000 [0000] IRS NUMBER: 133180631 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: FWP BUSINESS ADDRESS: STREET 1: 50591 AMERIPRISE FINANCIAL CENTER STREET 2: GENERAL COUNSEL'S OFFICE CITY: MINNEAPOLIS STATE: MN ZIP: 55474 BUSINESS PHONE: 612-671-4471 MAIL ADDRESS: STREET 1: 50591 AMERIPRISE FINANCIAL CENTER STREET 2: GENERAL COUNSEL'S OFFICE CITY: MINNEAPOLIS STATE: MN ZIP: 55474 FORMER COMPANY: FORMER CONFORMED NAME: AMERICAN EXPRESS FINANCIAL CORP DATE OF NAME CHANGE: 20030513 FORMER COMPANY: FORMER CONFORMED NAME: AMERICAN EXPRESS FINANCIAL ADVISORS DATE OF NAME CHANGE: 19950711 FORMER COMPANY: FORMER CONFORMED NAME: IDS FINANCIAL CORP/MN/ DATE OF NAME CHANGE: 19920703 FWP 1 a06-11933_2fwp.htm FILING UNDER SECURITIES ACT RULES 163/433 OF FREE WRITING PROSPECTUSES

 

Filed pursuant to Rule 433

Registration Statement No. 333-133860

May 23, 2006

 

TERM SHEET FOR AMERIPRISE FINANCIAL, INC. 7.518% JUNIOR SUBORDINATED NOTES DUE 2066

 

Issuer:

 

Ameriprise Financial, Inc. (NYSE Symbol: AMP)

Securities:

 

7.518% Junior Subordinated Notes due 2066

Legal Format:

 

SEC Registered

Amount:

 

$500,000,000

CUSIP:

 

03076C AC 0

Ratings: (1)

 

Moody’s Investors Service: Baa2
Standard & Poor’s: BBB
Fitch: BBB+
A.M. Best: bbb

Settlement Date:

 

May 26, 2006 (T+3)

Maturity Date:

 

June 1, 2066

Fixed Rate Period:

 

7.518% coupon paid semi-annually in arrears until June 1, 2016, payable on June 1 and December 1, commencing December 1, 2006, subject to Company’s right to defer

Floating Rate Period:

 

From June 1, 2016, at a floating rate of 3-month LIBOR (Telerate Page 3750) plus a margin of 290.5 basis points, payable quarterly in arrears on March 1, June 1, September 1 and December 1, subject to Company’s right to defer

Benchmark Treasury Rate:

 

5.068% (UST 5.125% due May 15, 2016)

Spread to Benchmark Treasury:

 

245 basis points (2.450%)

Day Count Convention:

 

30/360 (fixed rate period), Actual/360 (floating rate period)

Redemption at Par:

 

First call date of June 1, 2016 and thereafter

Make-Whole Call for Tax Event:

 

Discounted present value of Treasury plus 50 basis points

Make-Whole Call for Other Reason:

 

Discounted present value of Treasury plus 40 basis points

Public Offering Price:

 

$1,000

Net Proceeds after Expenses to Ameriprise:

 

$494,000,000

Share Cap:

 

55,000,000 shares of common stock of Ameriprise Financial, Inc.

Denominations:

 

$1,000

Structuring Advisor:

 

Lehman Brothers Inc.

Joint Bookrunners:

 

Lehman Brothers Inc. and J.P. Morgan Securities Inc.

 

Allocation:

 

Principal Amount

 

Lehman Brothers Inc.

 

$

350,000,000

 

J.P. Morgan Securities Inc.

 

150,000,000

 

Total

 

$

500,000,000

 

 

(1)  An explanation of the significance of ratings may be obtained from the rating agencies. Generally, rating agencies base their ratings on such material and information, and such of their own investigations, studies and assumptions, as they deem appropriate. The rating of the notes should be evaluated independently from similar ratings of other securities. A credit rating of a security is not a recommendation to buy, sell or hold securities and may be subject to review, revision, suspension, reduction or withdrawal at any time by the assigning rating agency.

 

OTHER INFORMATION

 

As adjusted to give effect to this offering, as of March 31, 2006 Ameriprise and its subsidiaries would have had $2,421 million in total short- and long-term debt (including non-recourse debt) and $9,762 million of total capitalization (including non-recourse debt) on a consolidated basis.

 

On May 16, 2006, the Company filed a Current Report on Form 8-K pursuant to Item 8.01 of such Form, which is incorporated by reference into the Prospectus Supplement. On May 17, 2006, the Company amended such report.

 

The issuer has filed a registration statement (including a prospectus) with the U.S. Securities and Exchange Commission (the “SEC”) for this offering. Before you invest, you should read the prospectus for this offering 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 searching the SEC online database (EDGAR®) at www.sec.gov. Alternatively, you may obtain a copy of the prospectus from Lehman Brothers Inc. by calling 888-603-5847 or J.P. Morgan Securities Inc. by calling collect 212-834-4533.

 

 

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