FWP 1 d512172dfwp.htm FWP FWP

Filed Pursuant to Rule 433

Registration No. 333-265485

 

LOGO

$750,000,000 5.450% Senior Notes due 2053

PRICING TERM SHEET

May 22, 2023

 

 

 

Issuer:    The Travelers Companies, Inc.
Title of Securities:    5.450% Senior Notes due 2053
Security Type:    Senior Unsecured Notes
Legal Format:    SEC Registered
Expected Ratings:*    Moody’s: A2 (stable) / S&P: A (stable) / Fitch: A (stable)
Aggregate Principal Amount:    $750,000,000
Trade Date:    May 22, 2023
Settlement Date (T+3):    May 25, 2023
Interest Payment Dates:    May 25 and November 25, commencing November 25, 2023
Maturity Date:    May 25, 2053
Public Offering Price:    99.604% of the principal amount
Coupon:    5.450%
Benchmark Treasury:    3.625% due February 15, 2053
Benchmark Treasury Price / Yield:    93-28+; 3.977%
Re-offer Spread to Benchmark Treasury:    150 bps
Yield to Maturity:    5.477%
Optional Redemption:   

Make-Whole Call:

   Treasury Rate plus 25 bps (prior to November 25, 2052)

Par Call:

   On or after November 25, 2052 (six months prior to maturity)
CUSIP / ISIN:    89417E AS8 / US89417EAS81
Joint Book-Running Managers:   

Citigroup Global Markets Inc.

Goldman Sachs & Co. LLC

Morgan Stanley & Co. LLC

TD Securities (USA) LLC

Wells Fargo Securities, LLC


Co-Managers:   

Barclays Capital Inc.

BofA Securities, Inc.

BNY Mellon Capital Markets, LLC

Credit Suisse Securities (USA) LLC

HSBC Securities (USA) Inc.

J.P. Morgan Securities LLC

Jefferies LLC

Truist Securities, Inc.

U.S. Bancorp Investments, Inc.

Academy Securities, Inc.

Siebert Williams Shank & Co., LLC

It is expected that delivery of the notes will be made against payment therefor on or about May 25, 2023, which is the third business day following the date hereof (such settlement cycle being referred to as “T+3”). Under Rule 15c6-1 under the Securities Exchange Act of 1934, as amended, trades in the secondary market generally are required to settle in two business days unless the parties to any such trade expressly agree otherwise. Accordingly, purchasers who wish to trade the notes on the date of pricing will be required, by virtue of the fact that the notes initially will settle in T+3, to specify an alternative settlement cycle at the time of any such trade to prevent failed settlement. Purchasers of the notes who wish to trade the notes on the date of pricing should consult their own advisors.

* Note: 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.

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. 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 if you request it by contacting Citigroup Global Markets Inc. toll-free at 1-800-831-9146, Goldman Sachs & Co. LLC toll-free at 1-866-471-2526, Morgan Stanley & Co. LLC toll-free at 1-866-718-1649, TD Securities (USA) LLC toll-free at 1-855-495-9846 or Wells Fargo Securities, LLC toll-free at 1-800-645-3751.

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.

 

2