Filed Pursuant to Rule 433
Registration No. 333-209069
Pricing Term Sheet – 2.058% Senior Notes due 2021
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Issuer: | | Sumitomo Mitsui Financial Group, Inc. (“SMFG”) |
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Securities Offered: | | U.S.$1,750,000,000 aggregate principal amount of 2.058% senior notes due 2021 (the “Notes”) |
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Offer and Sale: | | SEC registered |
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Expected Security Ratings: | | A1 (Moody’s) / A- (S&P) |
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Denomination: | | U.S.$2,000 and integral multiples of U.S.$1,000 in excess thereof |
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Offering Price: | | 100% |
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Pricing Date: | | July 7, 2016 |
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Settlement Date: | | July 14, 2016 |
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Maturity Date: | | July 14, 2021 |
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Redemption: | | The Notes will only be redeemable at SMFG’s option, subject to prior confirmation of the Financial Services Agency of Japan (if such confirmation is required under applicable Japanese laws or regulations then in effect), upon the occurrence of certain changes in tax law, as set forth in the preliminary prospectus supplement dated July 7, 2016 |
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Ranking of the Notes: | | The Notes will constitute direct, unconditional, unsecured and unsubordinated general obligations of SMFG and will at all times rankpari passu without any preference among themselves and with all other unsecured obligations of SMFG, other than subordinated obligations of SMFG and except for statutorily preferred obligations |
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Coupon Payment Dates: | | Payable semiannually in arrears on January 14 and July 14 of each year beginning on January 14, 2017. Such semiannual interest will amount to U.S.$10.29 per each U.S.$1,000 in nominal amount of the Notes |
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Spread to Benchmark: | | T+110 bps |
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Coupon: | | 2.058% |
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Day Count Basis: | | 30/360, unadjusted |
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Business Day: | | New York, London and Tokyo |
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Use of Proceeds: | | SMFG intends to use the net proceeds of the offering to extend senior unsecured loans to Sumitomo Mitsui Banking Corporation (“SMBC”) and SMBC intends to use the proceeds of the loans for general corporate purposes |
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Listing: | | Luxembourg Stock Exchange’s Euro MTF Market |
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Settlement: | | DTC, Euroclear and Clearstream |
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CUSIP: | | 86562M AE0 |
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ISIN: | | US86562MAE03 |
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Common Code: | | 144315367 |
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Joint Lead Managers and Joint Bookrunners: | | Goldman, Sachs & Co. SMBC Nikko Securities America, Inc. Citigroup Global Markets Inc. J.P. Morgan Securities LLC |
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| | Barclays Capital Inc. Merrill Lynch, Pierce, Fenner & Smith Incorporated HSBC Securities (USA) Inc. Nomura Securities International, Inc. |
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Co-Managers: | | Daiwa Capital Markets America Inc. Credit Agricole Securities (USA) Inc. Société Générale Wells Fargo Securities, LLC |
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Stabilization Manager: | | Goldman, Sachs & Co. |
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Paying Agent: | | The Bank of New York Mellon |
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 has filed a registration statement (including a prospectus) and a preliminary prospectus supplement with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement, the preliminary prospectus supplement 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 and the preliminary prospectus supplement if you request it by calling Goldman, Sachs & Co. at 1-212-902-1171 (Prospectus Department), SMBC Nikko Securities America, Inc. toll-free at1-888-868-6856, Citigroup Global Markets Inc. toll-free at 1-800-831-9146, J.P. Morgan Securities LLC collect at 1-212-834-4533 or by calling SMFG’s investor relations department at 81-3-3282-8111.
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.
Pricing Term Sheet – 2.632% Senior Notes due 2026
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Issuer: | | Sumitomo Mitsui Financial Group, Inc. (“SMFG”) |
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Securities Offered: | | U.S.$2,250,000,000 aggregate principal amount of 2.632% senior notes due 2026 (the “Notes”) |
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Offer and Sale: | | SEC registered |
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Expected Security Ratings: | | A1 (Moody’s) / A- (S&P) |
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Denomination: | | U.S.$2,000 and integral multiples of U.S.$1,000 in excess thereof |
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Offering Price: | | 100% |
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Pricing Date: | | July 7, 2016 |
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Settlement Date: | | July 14, 2016 |
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Maturity Date: | | July 14, 2026 |
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Redemption: | | The Notes will only be redeemable at SMFG’s option, subject to prior confirmation of the Financial Services Agency of Japan (if such confirmation is required under applicable Japanese laws or regulations then in effect), upon the occurrence of certain changes in tax law, as set forth in the preliminary prospectus supplement dated July 7, 2016 |
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Ranking of the Notes: | | The Notes will constitute direct, unconditional, unsecured and unsubordinated general obligations of SMFG and will at all times rankpari passu without any preference among themselves and with all other unsecured obligations of SMFG, other than subordinated obligations of SMFG and except for statutorily preferred obligations |
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Coupon Payment Dates: | | Payable semiannually in arrears on January 14 and July 14 of each year beginning on January 14, 2017. Such semiannual interest will amount to U.S.$13.16 per each U.S.$1,000 in nominal amount of the Notes |
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Spread to Benchmark: | | T+125 bps |
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Coupon: | | 2.632% |
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Day Count Basis: | | 30/360, unadjusted |
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Business Day: | | New York, London and Tokyo |
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Use of Proceeds: | | SMFG intends to use the net proceeds of the offering to extend senior unsecured loans to Sumitomo Mitsui Banking Corporation (“SMBC”) and SMBC intends to use the proceeds of the loans for general corporate purposes |
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Listing: | | Luxembourg Stock Exchange’s Euro MTF Market |
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Settlement: | | DTC, Euroclear and Clearstream |
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CUSIP: | | 86562M AF7 |
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ISIN: | | US86562MAF77 |
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Common Code: | | 144315421 |
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Joint Lead Managers and Joint Bookrunners: | | Goldman, Sachs & Co. SMBC Nikko Securities America, Inc. Citigroup Global Markets Inc. J.P. Morgan Securities LLC Barclays Capital Inc. Merrill Lynch, Pierce, Fenner & Smith Incorporated |
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| | HSBC Securities (USA) Inc. Nomura Securities International, Inc. |
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Co-Managers: | | Daiwa Capital Markets America Inc. Credit Agricole Securities (USA) Inc. Société Générale Wells Fargo Securities, LLC |
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Stabilization Manager: | | Goldman, Sachs & Co. |
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Paying Agent: | | The Bank of New York Mellon |
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 has filed a registration statement (including a prospectus) and a preliminary prospectus supplement with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement, the preliminary prospectus supplement 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 and the preliminary prospectus supplement if you request it by calling Goldman, Sachs & Co. at 1-212-902-1171 (Prospectus Department), SMBC Nikko Securities America, Inc. toll-free at1-888-868-6856, Citigroup Global Markets Inc. toll-free at 1-800-831-9146, J.P. Morgan Securities LLC collect at 1-212-834-4533 or by calling SMFG’s investor relations department at 81-3-3282-8111.
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.
Pricing Term Sheet – Senior Floating Rate Notes due 2021
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Issuer: | | Sumitomo Mitsui Financial Group, Inc. (“SMFG”) |
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Securities Offered: | | U.S.$500,000,000 aggregate principal amount of senior floating rate notes due 2021 (the “Notes”) |
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Offer and Sale: | | SEC registered |
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Expected Security Ratings: | | A1 (Moody’s) / A- (S&P) |
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Denomination: | | U.S.$2,000 and integral multiples of U.S.$1,000 in excess thereof |
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Offering Price: | | 100% |
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Pricing Date: | | July 7, 2016 |
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Settlement Date: | | July 14, 2016 |
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Maturity Date: | | July 14, 2021 |
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Redemption: | | The Notes will only be redeemable at SMFG’s option, subject to prior confirmation of the Financial Services Agency of Japan (if such confirmation is required under applicable Japanese laws or regulations then in effect), upon the occurrence of certain changes in tax law, as set forth in the preliminary prospectus supplement dated July 7, 2016 |
| |
Ranking of the Notes: | | The Notes will constitute direct, unconditional, unsecured and unsubordinated general obligations of SMFG and will at all times rankpari passu without any preference among themselves and with all other unsecured obligations of SMFG, other than subordinated obligations of SMFG and except for statutorily preferred obligations |
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Coupon Payment Dates: | | Payable quarterly in arrears on each U.S.$1,000 in nominal amount of the Notes on January 14, April 14, July 14 and October 14 of each year beginning on October 14, 2016, subject to the Business Day Convention. |
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Coupon: | | Three-month U.S. Dollar LIBOR plus 1.11%. Three-month U.S. Dollar LIBOR will be determined at 11:00 a.m. (London time) on the second London business day before the first day of each interest period |
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Interest Period: | | Except as described below for the first interest period, on each interest payment date, interest will be paid or duly provided for the period commencing on and including the immediately preceding interest payment date and ending on but excluding the relevant interest payment date (each such period, an “interest period”). The first interest period will begin on and include the Settlement Date and will end on but exclude the first interest payment date |
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Day Count Basis: | | ACT/360 |
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Business Day: | | New York, London and Tokyo |
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Business Day Convention: | | If any interest payment date falls on a day that is not a Business Day, that interest payment date will be postponed to the next succeeding Business Day, unless that Business Day is in the next succeeding month, in which case the interest payment date will be the immediately preceding Business Day |
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Use of Proceeds: | | SMFG intends to use the net proceeds of the offering to extend senior unsecured loans to Sumitomo Mitsui Banking Corporation (“SMBC”) and SMBC intends to use the proceeds of the loans for general corporate purposes |
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Listing: | | Luxembourg Stock Exchange’s Euro MTF Market |
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Settlement: | | DTC, Euroclear and Clearstream |
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CUSIP: | | 86562M AG5 |
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ISIN: | | US86562MAG50 |
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Common Code: | | 144315405 |
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Joint Lead Managers and Joint Bookrunners: | | Goldman, Sachs & Co. SMBC Nikko Securities America, Inc. Citigroup Global Markets Inc. J.P. Morgan Securities LLC Barclays Capital Inc. Merrill Lynch, Pierce, Fenner & Smith Incorporated HSBC Securities (USA) Inc. Nomura Securities International, Inc. |
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Co-Managers: | | Daiwa Capital Markets America Inc. Credit Agricole Securities (USA) Inc. Société Générale Wells Fargo Securities, LLC |
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Stabilization Manager: | | Goldman, Sachs & Co. |
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Paying Agent: | | The Bank of New York Mellon |
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Calculation Agent: | | The Bank of New York Mellon |
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 has filed a registration statement (including a prospectus) and a preliminary prospectus supplement with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement, the preliminary prospectus supplement 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 and the preliminary prospectus supplement if you request it by calling Goldman, Sachs & Co. at 1-212-902-1171 (Prospectus Department), SMBC Nikko Securities America, Inc. toll-free at1-888-868-6856, Citigroup Global Markets Inc. toll-free at 1-800-831-9146, J.P. Morgan Securities LLC collect at 1-212-834-4533 or by calling SMFG’s investor relations department at 81-3-3282-8111.
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.