Free Writing Prospectus
Filed Pursuant to Rule 433
Relating to the Preliminary Prospectus Supplement
dated March 20, 2020
To the Prospectus dated February 25, 2020
Registration StatementNo. 333-236611
Moody’s Corporation
Pricing Term Sheet
March 20, 2020
| Issuer: | Moody’s Corporation | |
| Trade Date: | March 20, 2020 | |
| Settlement Date: | March 24, 2020 (T+2) | |
| Ratings:* | BBB+ by Standard & Poor’s Rating Services BBB+ by Fitch Ratings |
3.750% Senior Notes due 2025
| Principal Amount: | $700,000,000 | |
| Maturity Date: | March 24, 2025 | |
| Coupon: | 3.750% | |
| Benchmark Treasury: | 1.125% due February 28, 2025 | |
| Benchmark Treasury Price and Yield: | 102-29+ / 0.525% | |
| Spread to Benchmark Treasury: | + 325 basis points | |
| Yield to Maturity: | 3.775% | |
| Public Offering Price: | 99.887% | |
| Interest Payment Dates: | March 24 and September 24, commencing September 24, 2020 | |
| Make-whole Call: | Callable at any time at the greater of par and the make whole redemption price (Treasury plus 50 basis points) | |
| Par Call: | Callable on or after February 24, 2025, the date that is one month prior to the Maturity Date, at a redemption price equal to 100% of the principal amount of the notes being redeemed | |
| CUSIP/ISIN: | 615369AS4/ US615369AS40 | |
| Joint Book-Running Managers: | BofA Securities, Inc. Citigroup Global Markets Inc. J.P. Morgan Securities LLC | |
| Co-Managers: | Barclays Capital Inc. Citizens Capital Markets, Inc. Fifth Third Securities, Inc. HSBC Securities (USA) Inc. Loop Capital Markets LLC MUFG Securities Americas Inc. PNC Capital Markets LLC Scotia Capital (USA) Inc. TD Securities (USA) LLC U.S. Bancorp Investments, Inc. |
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| * | 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) with the Securities and Exchange Commission (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 Website 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.(1-800-294-1322), Citigroup Global Markets Inc.(1-800-831-9146) or J.P. Morgan Securities LLC(1-212-834-4533).
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