0001104659-13-032705.txt : 20130425 0001104659-13-032705.hdr.sgml : 20130425 20130425081912 ACCESSION NUMBER: 0001104659-13-032705 CONFORMED SUBMISSION TYPE: FWP PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20130425 DATE AS OF CHANGE: 20130425 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: DIAGEO CAPITAL PLC CENTRAL INDEX KEY: 0001063250 STANDARD INDUSTRIAL CLASSIFICATION: BEVERAGES [2080] IRS NUMBER: 000000000 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: FWP SEC ACT: 1934 Act SEC FILE NUMBER: 333-179426-02 FILM NUMBER: 13780947 BUSINESS ADDRESS: STREET 1: EDINBURGH PARK STREET 2: 5 LOCHSIDE WAY CITY: EDINBURGH EH12 9DT STATE: X0 MAIL ADDRESS: STREET 1: EDINBURGH PARK STREET 2: 5 LOCHSIDE WAY CITY: EDINBURGH EH12 9DT STATE: X0 ZIP: 00000 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: DIAGEO PLC CENTRAL INDEX KEY: 0000835403 STANDARD INDUSTRIAL CLASSIFICATION: BEVERAGES [2080] IRS NUMBER: 000000000 STATE OF INCORPORATION: X0 FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: FWP BUSINESS ADDRESS: STREET 1: LAKESIDE DRIVE STREET 2: PARK ROYAL CITY: LONDON STATE: X0 ZIP: NW10 7HQ BUSINESS PHONE: 442089786000 MAIL ADDRESS: STREET 1: LAKESIDE DRIVE STREET 2: PARK ROYAL CITY: LONDON STATE: X0 ZIP: NW10 7HQ FORMER COMPANY: FORMER CONFORMED NAME: GRAND METROPOLITAN PUBLIC LIMITED CO DATE OF NAME CHANGE: 19971218 FWP 1 a13-10660_2fwp.htm FWP

 

Free Writing Prospectus dated April 24, 2013

 

Filed Pursuant to Rule 433(d)

 

 

Registration Statement No. 333 — 179426

 

 

April 24, 2013

 

Diageo Capital plc

U.S.$750,000,000 0.625% Notes due 2016

Guaranteed as to the payment of Principal and Interest by

Diageo plc

 

Final Term Sheet

 

Issuer:

 

Diageo Capital plc

Guarantor:

 

Diageo plc

Security:

 

0.625% Notes due 2016

Format:

 

SEC Registered

Principal Amount:

 

U.S.$750,000,000

Net Proceeds (after underwriting discount before expenses):

 

U.S.$747,120,000

Minimum Denomination:

 

U.S.$1,000

Day Count:

 

30/360

Reoffer Price:

 

99.816%

Reoffer Yield:

 

0.687%

Coupon:

 

0.625%

Underlying Treasury:

 

0.250% due April 2016

Treasury Price / Yield:

 

99-23¾ / 0.337%

Spread:

 

0.350%

Settlement Date:

 

April 29, 2013 (T+3)

Maturity Date:

 

April 29, 2016

Interest Payment Dates:

 

April 29 and October 29 of each year, commencing on October 29, 2013

Business Days:

 

New York / London

Optional Redemption:

 

The greater of 100% of principal amount or present value at a discount rate of Treasury plus 5 bps

Use of Proceeds:

 

General corporate purposes, including the repayment of maturing long-term debt and outstanding commercial paper

Joint Bookrunners:

 

Barclays Capital Inc.

Goldman, Sachs & Co.

J.P. Morgan Securities LLC

Merrill Lynch, Pierce, Fenner & Smith

Incorporated

Santander Investment Securities Inc.

Standard Chartered Bank

UBS Securities LLC

Expected Rating:

 

Moody’s: A3 / S&P: A- / Fitch: A-

Expected Listing:

 

NYSE (expected within 30 days after Settlement Date)

CUSIP:

 

25243Y AS8

ISIN:

 

US25243YAS81

 


 

Diageo Capital plc

U.S.$650,000,000 1.125% Notes due 2018

Guaranteed as to the payment of Principal and Interest by

Diageo plc

 

Final Term Sheet

 

Issuer:

 

Diageo Capital plc

Guarantor:

 

Diageo plc

Security:

 

1.125% Notes due 2018

Format:

 

SEC Registered

Principal Amount:

 

U.S.$650,000,000

Net Proceeds (after underwriting discount before expenses):

 

U.S.$644,345,000

Minimum Denomination:

 

U.S.$1,000

Day Count:

 

30/360

Reoffer Price:

 

99.430%

Reoffer Yield:

 

1.243%

Coupon:

 

1.125%

Underlying Treasury:

 

0.750% due March 2018

Treasury Price / Yield:

 

100-8¾ / 0.693%

Spread:

 

0.550%

Settlement Date:

 

April 29, 2013 (T+3)

Maturity Date:

 

April 29, 2018

Interest Payment Dates:

 

April 29 and October 29 of each year, commencing on October 29, 2013

Business Days:

 

New York / London

Optional Redemption:

 

The greater of 100% of principal amount or present value at a discount rate of Treasury plus 10 bps

Use of Proceeds:

 

General corporate purposes, including the repayment of maturing long-term debt and outstanding commercial paper

Joint Bookrunners:

 

Barclays Capital Inc.

Goldman, Sachs & Co.

J.P. Morgan Securities LLC

Merrill Lynch, Pierce, Fenner & Smith

Incorporated

Santander Investment Securities Inc.

Standard Chartered Bank

UBS Securities LLC

Expected Rating:

 

Moody’s: A3 / S&P: A- / Fitch: A-

Expected Listing:

 

NYSE (expected within 30 days after Settlement Date)

CUSIP:

 

25243Y AT6

ISIN:

 

US25243YAT64

 

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Diageo Capital plc

U.S.$1,350,000,000 2.625% Notes due 2023

Guaranteed as to the payment of Principal and Interest by

Diageo plc

 

Final Term Sheet

 

Issuer:

 

Diageo Capital plc

Guarantor:

 

Diageo plc

Security:

 

2.625% Notes due 2023

Format:

 

SEC Registered

Principal Amount:

 

U.S.$1,350,000,000

Net Proceeds (after underwriting discount before expenses):

 

U.S.$1,341,292,500

Minimum Denomination:

 

U.S.$1,000

Day Count:

 

30/360

Reoffer Price:

 

99.755%

Reoffer Yield:

 

2.653%

Coupon:

 

2.625%

Underlying Treasury:

 

2.000% due February 2023

Treasury Price / Yield:

 

102-21+ / 1.703%

Spread:

 

0.950%

Settlement Date:

 

April 29, 2013 (T+3)

Maturity Date:

 

April 29, 2023

Interest Payment Dates:

 

April 29 and October 29 of each year, commencing on October 29, 2013

Business Days:

 

New York / London

Optional Redemption:

 

Prior to January 29, 2023, the greater of 100% of principal amount or present value at a discount rate of Treasury plus 15 bps

On or after January 29, 2023, 100% of the principal amount

Use of Proceeds:

 

General corporate purposes, including the repayment of maturing long-term debt and outstanding commercial paper

Joint Bookrunners:

 

Barclays Capital Inc.

Goldman, Sachs & Co.

J.P. Morgan Securities LLC

Merrill Lynch, Pierce, Fenner & Smith

Incorporated

Santander Investment Securities Inc.

Standard Chartered Bank

UBS Securities LLC

Expected Rating:

 

Moody’s: A3 / S&P: A- / Fitch: A-

Expected Listing:

 

NYSE (expected within 30 days after Settlement Date)

CUSIP:

 

25243Y AU3

ISIN:

 

US25243YAU38

 

3


 

Diageo Capital plc

U.S.$500,000,000 3.875% Notes due 2043

Guaranteed as to the payment of Principal and Interest by

Diageo plc

 

Final Term Sheet

 

Issuer:

 

Diageo Capital plc

Guarantor:

 

Diageo plc

Security:

 

3.875% Notes due 2043

Format:

 

SEC Registered

Principal Amount:

 

U.S.$500,000,000

Net Proceeds (after underwriting discount before expenses):

 

U.S.$488,915,000

Minimum Denomination:

 

U.S.$1,000

Day Count:

 

30/360

Reoffer Price:

 

98.533%

Reoffer Yield:

 

3.959%

Coupon:

 

3.875%

Underlying Treasury:

 

2.750% due November 2042

Treasury Price / Yield:

 

96-27+ / 2.909%

Spread:

 

1.050%

Settlement Date:

 

April 29, 2013 (T+3)

Maturity Date:

 

April 29, 2043

Interest Payment Dates:

 

April 29 and October 29 of each year, commencing on October 29, 2013

Business Days:

 

New York / London

Optional Redemption:

 

Prior to October 29, 2042, the greater of 100% of principal amount or present value at a discount rate of Treasury plus 15 bps

On or after October 29, 2042, 100% of the principal amount

Use of Proceeds:

 

General corporate purposes, including the repayment of maturing long-term debt and outstanding commercial paper

Joint Bookrunners:

 

Barclays Capital Inc.

Goldman, Sachs & Co.

J.P. Morgan Securities LLC

Merrill Lynch, Pierce, Fenner & Smith

Incorporated

Santander Investment Securities Inc.

Standard Chartered Bank

UBS Securities LLC

Expected Rating:

 

Moody’s: A3 / S&P: A- / Fitch: A-

Expected Listing:

 

NYSE (expected within 30 days after Settlement Date)

CUSIP:

 

25243Y AV1

ISIN:

 

US25243YAV11

 

4


 

This document includes disclosure about Diageo’s debt rating. A security rating is not a recommendation to buy, sell or hold securities and may be subject to revision or withdrawal at any time by the assigning rating organisation. Each rating should be evaluated independently of any other rating.

 

Diageo 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 Diageo has filed with the SEC for more complete information about Diageo and this offering. You may get these documents for free by visiting EDGAR on the SEC Web site at www.sec.gov.  Alternatively, any underwriter or any dealer participating in the offering will arrange to send you the prospectus if you request it by calling Barclays Capital Inc. at 1-888-603-5847, Goldman, Sachs & Co. at 1-866-471-2526, J.P. Morgan Securities LLC collect at 1-212-834-4533, Merrill Lynch, Pierce, Fenner & Smith Incorporated toll-free at 1-800-294-1322, Santander Investment Securities Inc. at 1-212-407-0995, or UBS Securities LLC toll-free at 1-877-827-6444, ext. 561 3884.

 

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