February 27, 2018
Filed pursuant to Rule 433
Registration Statement No. 333-215186
FMS Wertmanagement
Pricing Term Sheet
U.S.$1,500,000,000 2.750% Notes due March 6, 2023
Issuer: | FMS Wertmanagement | |
Issuer Ratings1: | AAA by Standard & Poor’s and Aaa by Moody’s Investors Service | |
Status of the Notes: | Senior, unsecured, unsubordinated | |
Currency/Size: | U.S.$1,500,000,000 | |
Pricing: | February 27, 2018 | |
Settlement: | March 6, 2018 (T + 5) | |
Maturity: | March 6, 2023 | |
Interest Payment Dates: | March 6 and September 6, with the Notes bearing interest from March 6, 2018, with the initial interest payment being made on September 6, 2018. | |
Coupon: | 2.750% per annum, payable semi-annually in arrears, 30/360 unadjusted following | |
Reoffer Spread vs Midswaps: | MS + 10 bps | |
Reoffer Spread vs Benchmark: | UST + 22.1 bps | |
Reoffer Price: | 99.579% | |
Reoffer Yield: | 2.841% semi-annually / 2.861 annually | |
Underwriting Commissions: | 0.125% | |
All-in Price: | 99.454% | |
1 | A security rating is not a recommendation to buy, sell or hold securities. Ratings are subject to revision or withdrawal at any time by the assigning rating organization. Each rating should be evaluated independently of any other rating. |
All-in Yield: | 2.868% semi-annually | |
Net Proceeds to the Issuer: | U.S.$1,491,810,000.00 | |
Settlement: | DTC (deliverable through Euroclear and Clearstream) | |
Benchmark: | UST 2.625% due February 28, 2023 | |
Benchmark Yield: | 2.62% | |
Denominations: | U.S.$200,000and integral multiples of U.S.$1,000 in excess thereof | |
Joint-Leads: | Barclays Bank PLC Goldman Sachs International HSBC Bank plc Merrill Lynch International | |
Business Days: | New York | |
Listing: | Expected on Luxembourg Stock Exchange | |
ISIN / CUSIP: | US30254WAN92 / 30254WAN9 | |
Governing Law: | New York law | |
The Notes are expected to be listed on the Luxembourg Stock Exchange. Offers and sales in the United States will be made through affiliates of the underwriters that are registered as broker-dealers, acting as U.S. selling agents.
It is expected that delivery of the Notes will occur on or about March 6, 2018, which will be the fifth business day following the initial date of trading of the Notes, such settlement cycle being referred to as “T+5”. Under applicable rules and regulations, 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 Notes on the initial trading date of the Notes and the next succeeding business day will be required, by virtue of the fact that the Notes initially will settle in T+5, to specify an alternate settlement cycle at the time of any such trade to prevent a failed settlement. Purchasers of Notes who wish to trade Notes on the initial date of trading of the Notes or the next succeeding business day should consult their own advisor.
The issuer has filed a registration statement (including a preliminary prospectus, which contains information that is not complete and may be changed) with the SEC for the offering to which this communication relates. Before you invest, you should read the preliminary 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
2
the prospectus if you request it by calling+1-866-811-8049. The registration statement including the preliminary prospectus may also be accessed through the hyperlinkhttps://www.sec.gov/Archives/edgar/data/1556421/000119312516797847/0001193125-16-797847-index.htm, and the preliminary prospectus supplement may be accessed through the hyperlinkhttps://www.sec.gov/Archives/edgar/data/1556421/000119312518059309/0001193125-18-059309-index.htm. Information found through hyperlinks from the above hyperlink is not part of this pricing term sheet.
ANY DISCLAIMER 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.
3