Filed Pursuant to Rule 433
Dated as of July 29, 2019
Registration StatementNo. 333-222514
Term Sheet to Preliminary
Prospectus Supplement dated July 29, 2019
Pricing Term Sheet
Owens Corning
$450,000,000
3.950% Senior Notes due 2029
This pricing term sheet to the preliminary prospectus supplement dated July 29, 2019 should be read together with the preliminary prospectus supplement before making a decision in connection with an investment in the securities. The information in this pricing term sheet supersedes the information contained in the preliminary prospectus supplement to the extent that it is inconsistent therewith. Terms used but not defined herein have the meaning ascribed to them in the preliminary prospectus supplement.
| Issuer: | Owens Corning | |
| Expected Ratings (Moody’s / S&P / Fitch):* | Ba1/BBB/BBB- | |
| Security: | 3.950% Senior Notes due 2029 | |
| Principal Amount: | $450,000,000 | |
| Trade Date: | July 29, 2019 | |
| Settlement Date: | August 12, 2019 (T+10) | |
| Interest Payment Dates: | February 15 and August 15, commencing February 15, 2020 | |
| Maturity Date: | August 15, 2029 | |
| Coupon: | 3.950% | |
| Public Offering Price: | 99.787% of the principal amount | |
| Benchmark Treasury: | 2.375% due May 15, 2029 | |
| Benchmark Treasury Price / Yield: | 102-26 /2.056% | |
| Spread to Benchmark Treasury: | +192 basis points | |
| Yield to Maturity: | 3.976% | |
| Optional Redemption Provisions: | ||
Make-Whole Call: | Prior to May 15, 2029 (three months prior to their maturity), greater of par and a make whole at Treasury plus 30 basis points, plus accrued and unpaid interest to, but not including, the date of redemption. | |
Par Call: | On or after May 15, 2029 (three months prior to their maturity), par plus accrued and unpaid interest to, but not including, the date of redemption. | |
| CUSIP / ISIN: | 690742 AJ0 /US690742AJ00 | |
| Joint Book-Running Managers: | BofA Securities, Inc. | |
| Citigroup Global Markets Inc. | ||
| Wells Fargo Securities, LLC | ||
| SeniorCo-Managers: | Credit Agricole Securities (USA) Inc. | |
| Goldman Sachs & Co. LLC | ||
| Co-Managers: | BNP Paribas Securities Corp. | |
| Fifth Third Securities, Inc. | ||
| HSBC Securities (USA) Inc. | ||
| J.P. Morgan Securities LLC | ||
| Loop Capital Markets LLC | ||
| PNC Capital Markets LLC | ||
| Scotia Capital (USA) Inc. | ||
| * | 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 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 calling BofA Securities, Inc. toll free at1-800-294-1322, Citigroup Global Markets Inc. toll-free at1-800-831-9146, or Wells Fargo Securities, LLC toll-free1-800-645-3751.
