0001193125-22-153153.txt : 20220517 0001193125-22-153153.hdr.sgml : 20220517 20220517172036 ACCESSION NUMBER: 0001193125-22-153153 CONFORMED SUBMISSION TYPE: FWP PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20220517 DATE AS OF CHANGE: 20220517 GROUP MEMBERS: RELX PLC SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: RELX Capital Inc. CENTRAL INDEX KEY: 0000943890 STANDARD INDUSTRIAL CLASSIFICATION: MISCELLANEOUS PUBLISHING [2741] IRS NUMBER: 510365797 STATE OF INCORPORATION: DE FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: FWP SEC ACT: 1934 Act SEC FILE NUMBER: 333-264569 FILM NUMBER: 22935915 BUSINESS ADDRESS: STREET 1: 1105 NORTH MARKET ST STE 501 CITY: WILMINGTON STATE: DE ZIP: 19801 BUSINESS PHONE: 302-427-9299 MAIL ADDRESS: STREET 1: 1105 NORTH MARKET ST STE 501 CITY: WILMINGTON STATE: DE ZIP: 19801 FORMER COMPANY: FORMER CONFORMED NAME: REED ELSEVIER CAPITAL INC DATE OF NAME CHANGE: 19950413 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: RELX Capital Inc. CENTRAL INDEX KEY: 0000943890 STANDARD INDUSTRIAL CLASSIFICATION: MISCELLANEOUS PUBLISHING [2741] IRS NUMBER: 510365797 STATE OF INCORPORATION: DE FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: FWP BUSINESS ADDRESS: STREET 1: 1105 NORTH MARKET ST STE 501 CITY: WILMINGTON STATE: DE ZIP: 19801 BUSINESS PHONE: 302-427-9299 MAIL ADDRESS: STREET 1: 1105 NORTH MARKET ST STE 501 CITY: WILMINGTON STATE: DE ZIP: 19801 FORMER COMPANY: FORMER CONFORMED NAME: REED ELSEVIER CAPITAL INC DATE OF NAME CHANGE: 19950413 FWP 1 d341644dfwp.htm FWP FWP

Filed Pursuant to Rule 433

Registration No. 333-264569

May 17, 2022

PRICING TERM SHEET

RELX Capital Inc.

$500,000,000 4.750% Notes due 2032

Fully and unconditionally guaranteed by

RELX PLC

 

Issuer:    RELX Capital Inc.
Guarantor:    RELX PLC
Title of Securities:    4.750% Notes due 2032 (the “Notes”)
Principal Amount Offered:    $500,000,000
Maturity Date:    May 20, 2032
Coupon (Interest Rate):    4.750% per annum
Interest Payment Dates:    Semi-annually on May 20 and November 20 of each year, beginning on November 20, 2022
Record Dates:    The 15th calendar day preceding each Interest Payment Date, whether or not such day is a Business Day
Day Count Fraction:    30/360
Price to Public (Issue Price):    99.121% of principal amount, plus accrued interest from the expected settlement date
Net Proceeds to the Issuer:    $493,355,000 (after underwriting discount and before other offering expenses)
Benchmark Treasury:    UST 2.875% due May 15, 2032
Benchmark Treasury Price/Yield:    99-08 / 2.962%
Spread to Benchmark Treasury:    +190 basis points
Yield to Maturity:    4.862%

Make-Whole Call:    Make-whole call at the applicable Treasury Rate plus 30 basis points (before February 20, 2032 (the date that is three months prior to the Maturity Date))
Par Call:    At any time on or after February 20, 2032 (the date that is three months prior to the Maturity Date), the Notes will be redeemable in whole or in part at 100% of the principal amount of the Notes being redeemed, plus accrued interest on the principal amount being redeemed to the redemption date.
Trade Date:    May 17, 2022
Expected Settlement Date (T+3)*:    May 20, 2022
ISIN:    US74949LAE20
CUSIP:    74949L AE2
Listing / Trading:    Application will be made to the New York Stock Exchange for the Notes to be listed and traded thereon. There can be no assurance that any such application will be successful or that any such listing will be granted or maintained.
Denominations / Multiple:    $1,000 / $1,000
Delivery:    DTC
Ratings**:    Moody’s: Baa1 (stable); S&P: BBB+ (stable); Fitch: BBB+ (stable)
Joint Book-Running Managers:   

BofA Securities, Inc.

Citigroup Global Markets Inc.

RBC Capital Markets, LLC

SMBC Nikko Securities America, Inc.

 

*

It is expected that delivery of the Notes will be made against payment therefore on or about May 20, 2022, 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: 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 and the Guarantor have 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 and the Guarantor have filed with the SEC for more complete information about the Issuer, the Guarantor and this offering. Certain restrictions relating to the offering that are set forth in the prospectus apply to this document.

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 calling BofA Securities, Inc. at + 1-800-294-1322, Citigroup Global Markets Inc. at + 1 800-831-9146, RBC Capital Markets, LLC at + 1-866-375-6829 or SMBC Nikko Securities America, Inc. at + 1-888-868-6856.

Any disclaimers or other notices that may appear below are not applicable to this communication and should be disregarded. Such disclaimers or other notices were automatically generated as a result of this communication being sent via Bloomberg or another email system.