Filed Pursuant to Rule 433
Registration StatementNo. 333-219695
Dated May 29, 2019
ILLINOIS TOOL WORKS INC.
Pricing Term Sheet
May 29, 2019
Issuer: | Illinois Tool Works Inc. | |||||
Format: | SEC Registered | |||||
Ranking: | Senior Unsecured Notes | |||||
Size: | €600,000,000 | €500,000,000 | €500,000,000 | |||
Price to Public: | 99.662% | 99.343% | 98.982% | |||
Maturity Date: | December 5, 2024 | December 5, 2027 | June 5, 2031 | |||
Interest Rate: | 0.250% | 0.625% | 1.000% | |||
Yield to Maturity: | 0.312% | 0.705% | 1.091% | |||
Spread to Benchmark Security: | +86.3 basis points | +103.1 basis points | +126.5 basis points | |||
Benchmark Security: | DBR 1% due August 2024 | DBR 0.5% due August 2027 | DBR 0.25% due February 2029 | |||
Benchmark Security Price: | 108.220 | 106.882 | 104.160 | |||
Spread toMid-Swap: | +35 basis points | +48 basis points | +58 basis points | |||
Mid-Swap Yield: | -0.038% | 0.225% | 0.511% | |||
Net Proceeds to Issuer (after underwriting discount but before expenses): | €596,172,000 | €494,715,000 | €492,660,000 | |||
Use of Proceeds: | Repay short-term indebtedness under commercial paper program and general corporate purposes. | |||||
Interest Payment Date: | December 5 of each year, commencing December 5, 2019 | December 5 of each year, commencing December 5, 2019 | June 5 of each year, commencing June 5, 2020 | |||
Day Count Convention: | ACTUAL/ACTUAL (ICMA) | |||||
Redemption Provisions: | Prior to September 5, 2024, at any time at a discount rate of Comparable Government Bond plus 15 basis points.
On or after September 5, 2024, at any time at par.
At any time at par if certain events occur involving changes in United States taxation. | Prior to September 5, 2027, at any time at a discount rate of Comparable Government Bond plus 20 basis points.
On or after September 5, 2027, at any time at par.
At any time at par if certain events occur involving changes in United States taxation. | Prior to March 5, 2031, at any time at a discount rate of Comparable Government Bond plus 20 basis points.
On or after March 5, 2031, at any time at par.
At any time at par if certain events occur involving changes in United States taxation. | |||
Trade Date: | May 29, 2019 | |||||
Expected Ratings*: | A2/A+ (Moody’s/S&P; Stable/Stable) | |||||
Expected Listing: | NYSE | |||||
Settlement Date: | June 5, 2019 (T+5) | |||||
Denominations: | €100,000 x €1,000 | |||||
ISIN; Common Code: | XS1843435253; 184343525 | XS1843435170; 184343517 | XS1843434793; 184343479 | |||
CUSIP: | 452308AY5 | 452308AZ2 | 452308BA6 | |||
Governing Law: | Illinois | |||||
Joint Book-Running Managers: | Citigroup Global Markets Limited J.P. Morgan Securities plc Barclays Bank PLC Commerzbank Aktiengesellschaft HSBC Bank plc Société Générale | |||||
Co-Managers: | Danske Bank A/S Goldman Sachs & Co. LLC ING Bank N.V., Belgian Branch Mizuho International plc Wells Fargo Securities, LLC ANZ Securities, Inc. Bank of Montreal, London Branch Loop Capital Markets LLC U.S. Bancorp Investments, Inc. | |||||
The issuer has filed a registration statement (including a prospectus and preliminary prospectus supplement) with the U.S. Securities and Exchange Commission (the “Commission”) for the offering to which this pricing term sheet relates. This offering will be made only by means of a prospectus and preliminary prospectus supplement. The information in this pricing term sheet supersedes the information contained in the prospectus and 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 prospectus and preliminary prospectus supplement.
Before you invest, you should read the prospectus and preliminary prospectus supplement in that registration statement and other documents the issuer has filed with the Commission for more complete information about the issuer and this offering. You may get these documents for free by visiting EDGAR on the SEC’s website at www.sec.gov. Alternatively, copies of the prospectus and preliminary prospectus supplement may be obtained by contacting Citigroup Global Markets Limited by telephone toll-free at+1-800-831-9146 or J.P. Morgan Securities plc by telephone collect at+44-207-134-2468.
* 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.
ANY DISCLAIMERS 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.
