| Supplementing the Preliminary Prospectus | Filed Pursuant to Rule 433 | |
| Supplement dated October 23, 2015 | Registration Statement No. 333-207570 | |
| (To Prospectus dated October 23, 2015) | and 333-207570-03 |
$5,300,000,000
ACE INA Holdings Inc.
$1,300,000,000 2.300% Senior Notes due 2020
$1,000,000,000 2.875% Senior Notes due 2022
$1,500,000,000 3.350% Senior Notes due 2026
$1,500,000,000 4.350% Senior Notes due 2045
Each Fully and Unconditionally Guaranteed by
ACE Limited
Pricing Term Sheet
October 27, 2015
| Issuer: | ACE INA Holdings Inc. (“ACE INA”) | |
| Guarantor: | ACE Limited | |
| Ratings (Moody’s / S&P / Fitch):* | A3 (stable) / A (negative) / A (stable) | |
| Security Type: | Senior Unsecured Notes | |
| Description of Securities: | 2.300% Senior Notes due 2020 (the “2020 Notes”) | |
| 2.875% Senior Notes due 2022 (the “2022 Notes”) | ||
| 3.350% Senior Notes due 2026 (the “2026 Notes”) | ||
| 4.350% Senior Notes due 2045 (the “2045 Notes” and, together with the 2020 | ||
| Notes, the 2022 Notes and the 2026 Notes, the “Notes”) | ||
| Pricing Date: | October 27, 2015 | |
| Settlement Date: | November 3, 2015 (T+5) | |
| Maturity Date: | 2020 Notes: November 3, 2020 | |
| 2022 Notes: November 3, 2022 | ||
| 2026 Notes: May 3, 2026 | ||
| 2045 Notes: November 3, 2045 | ||
| Principal Amount: | 2020 Notes: $1,300,000,000 | |
| 2022 Notes: $1,000,000,000 | ||
| 2026 Notes: $1,500,000,000 | ||
| 2045 Notes: $1,500,000,000 | ||
| Public Offering Price: | 2020 Notes: 99.944% | |
| 2022 Notes: 99.874% | ||
| 2026 Notes: 99.693% | ||
| 2045 Notes: 99.750% | ||
| Coupon (Interest Rate): | 2020 Notes: 2.300% per year | |
| 2022 Notes: 2.875% per year | ||
| 2026 Notes: 3.350% per year | ||
| 2045 Notes: 4.350% per year | ||
| Interest Payment Dates: | 2020 Notes: May 3 and November 3, beginning May 3, 2016 | |
| 2022 Notes: May 3 and November 3, beginning May 3, 2016 | ||
| 2026 Notes: May 3 and November 3, beginning May 3, 2016 | ||
| 2045 Notes: May 3 and November 3, beginning May 3, 2016 | ||
| Benchmark Treasury: | 2020 Notes: UST 1.375% due September 30, 2020 | |
| 2022 Notes: UST 1.750% due September 30, 2022 | ||
| 2026 Notes: UST 2.000% due August 15, 2025 | ||
| 2045 Notes: UST 3.000% due May 15, 2045 | ||
| Benchmark Treasury Price / Yield: | 2020 Notes: 100-02 / 1.362% | |||
| 2022 Notes: 100-01 / 1.745% | ||||
| 2026 Notes: 99-22 / 2.035% | ||||
| 2045 Notes: 102-21+ / 2.865% | ||||
| Spread to Benchmark Treasury: | 2020 Notes: +95 bps | |||
| 2022 Notes: +115 bps | ||||
| 2026 Notes: +135 bps | ||||
| 2045 Notes: +150 bps | ||||
| Yield to Maturity: | 2020 Notes: 2.312% | |||
| 2022 Notes: 2.895% | ||||
| 2026 Notes: 3.385% | ||||
| 2045 Notes: 4.365% | ||||
| Optional Redemption: | In each case as described in the Preliminary Prospectus Supplement – | |||
| 2020 Notes: | • Make-Whole Call prior to October 3, 2020 (T + 15 bps) | |||
• Par Call on or after October 3, 2020 | ||||
| 2022 Notes: | • Make-Whole Call prior to September 3, 2022 (T + 20 bps) | |||
• Par Call on or after September 3, 2022 | ||||
| 2026 Notes: | • Make-Whole Call prior to February 3, 2026 (T + 20 bps) | |||
• Par Call on or after February 3, 2026 | ||||
| 2045 Notes: | • Make-Whole Call prior to May 3, 2045 (T + 25 bps) | |||
• Par Call on or after May 3, 2045 | ||||
| Special Mandatory Redemption: | As described in the Preliminary Prospectus Supplement, if the Chubb Merger (as defined in the Preliminary Prospectus Supplement) is not consummated on or prior to September 30, 2016 or the Merger Agreement (as defined in the Preliminary Prospectus Supplement) is terminated, special mandatory redemption at 101%. | |||
| CUSIP / ISIN: | 2020 Notes: 00440EAT4 / US00440EAT47 | |||
| 2022 Notes: 00440EAU1 / US00440EAU10 | ||||
| 2026 Notes: 00440EAV9 / US00440EAV92 | ||||
| 2045 Notes: 00440EAW7 / US00440EAW75 | ||||
| Joint Book-Running Managers: | Morgan Stanley & Co. LLC | |||
| J.P. Morgan Securities LLC | ||||
| Citigroup Global Markets Inc. | ||||
| Joint Lead Managers: | Mitsubishi UFJ Securities (USA), Inc. | |||
| Wells Fargo Securities, LLC | ||||
| Co-Managers: | ANZ Securities, Inc. | |||
| Barclays Capital Inc. | ||||
| Merrill Lynch, Pierce, Fenner & Smith Incorporated | ||||
| Goldman, Sachs & Co. | ||||
| HSBC Securities (USA) Inc. | ||||
| ING Financial Markets LLC | ||||
| Lloyds Securities Inc. | ||||
| RBS Securities Inc. | ||||
| BNY Mellon Capital Markets, LLC | ||||
| Deutsche Bank Securities Inc. | ||||
| RBC Capital Markets, LLC | ||||
| Standard Chartered Bank | ||||
| BNP Paribas Securities Corp. | ||||
| Boenning & Scattergood, Inc. | ||||
| Credit Suisse Securities (USA) LLC | ||||
| Drexel Hamilton, LLC | ||||
| Lebenthal & Co., LLC | ||||
| Macquarie Capital (USA) Inc. | ||||
| UBS Securities LLC | ||||
| Williams Capital Group, L.P. | ||||
| Ranking: | The 2020 Notes, the 2022 Notes, the 2026 Notes and the 2045 Notes will constitute four separate series of debt securities, will be senior unsecured obligations of ACE INA and will rank equally in right of payment with all of ACE INA’s other unsecured and unsubordinated indebtedness from time to time outstanding. The guarantee will be a senior unsecured obligation of ACE Limited and will rank equally in right of payment with all of ACE Limited’s other unsecured and unsubordinated indebtedness from time to time outstanding. The Notes will be structurally subordinated to all obligations of ACE INA’s subsidiaries, including claims with respect to trade payables. The guarantee will be structurally subordinated to all obligations of ACE Limited’s subsidiaries, including claims with respect to trade payables. At June 30, 2015, ACE INA and its subsidiaries had a total of approximately $6 billion of indebtedness outstanding (other than trade payables). On a pro forma basis, after giving effect to the sale of the Notes and the consummation of the Chubb Merger and the merger of Chubb with and into ACE INA, at June 30, 2015, ACE INA and its subsidiaries had a total of approximately $15.180 billion of indebtedness outstanding (other than trade payables). On a pro forma basis, after giving effect to the sale of the Notes and the consummation of the Chubb Merger, at June 30, 2015, ACE had approximately $15.732 billion of indebtedness (other than trade payables) outstanding on a consolidated basis, all of which would be structurally senior to ACE Limited’s guarantee of the Notes. |
| * | 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 offerings to which this communication relates. Before you invest, you should read the prospectus in that registration statement and other documents the issuer or the guarantor has filed with the SEC for more complete information about the issuer, the guarantor and these offerings. 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 these offerings will arrange to send you the prospectus if you request it by calling Morgan Stanley & Co. LLC at 1-866-718-1649, J.P. Morgan Securities LLC at 1-212-834-4533 or Citigroup Global Markets Inc. at 1-800-831-9146.
