Issuer Free Writing Prospectus
Filed by Mitsubishi UFJ Financial Group, Inc. | ||||
| Pursuant to Rule 433 Reg-Statement No. 333-229697 February 26, 2019 | |||
3-Year Floating Rate Notes Due 2022
3-Year Fixed Rate Notes Due 2022
5-Year Fixed Rate Notes Due 2024
10-Year Fixed Rate Notes Due 2029
20-Year Fixed Rate Notes Due 2039
3-Year Floating Rate Notes Due 2022
| Issuer: | Mitsubishi UFJ Financial Group, Inc. | |
| Size: | U.S.$ 500,000,000 | |
| Issuer Ratings (Moody’s / S&P / Fitch) *: | A1 / A- / A | |
| Expected Security Ratings (Moody’s /S&P / Fitch) *: | A1 / A- / A | |
| Security Type: | Senior Notes | |
| Currency: | U.S.$ | |
| Interest: | Per annum rate equal to U.S. Dollar3-month LIBOR + 70 basis points | |
| Trade Date: | February 26, 2019 | |
| Settlement Date: | March 7, 2019 | |
| Maturity: | March 7, 2022 | |
| Interest Payment Dates: | Quarterly in arrears on March 7, June 7, September 7 and December 7 of each year | |
| First Interest Payment Date: | June 7, 2019 | |
| Pricing Benchmark: | U.S. Dollar3-month LIBOR | |
| Spread to Benchmark: | 70 basis points | |
| Issue Price: | 100% of principal amount plus accrued interest, if any, from March 7, 2019 | |
| Underwriting Discount: | 0.25% | |
| Net Proceeds before Expenses: | U.S.$ 498,750,000 | |
| Day Count: | Actual/360 | |
| Business Days: | New York, Tokyo and London Banking Day | |
1
| Business Day Convention: | Modified Following Business Day Convention (Following Business Day Convention for the maturity date and any other date fixed for redemption) | |
| Denominations: | U.S.$2,000 x U.S.$1,000 | |
| Listing: | Luxembourg Stock Exchange’s Euro MTF Market | |
| Governing Law: | New York law | |
| Billing & Delivering: | MUFG Securities Americas Inc. | |
| Joint Lead Managers and Joint Bookrunners: | Morgan Stanley & Co. LLC
MUFG Securities Americas Inc.
Merrill Lynch, Pierce, Fenner & Smith Incorporated | |
| SeniorCo-Managers: | Barclays Capital Inc.
Citigroup Global Markets Inc.
J.P. Morgan Securities LLC | |
| Co-Managers: | Bank of China Limited
BNP Paribas
Crédit Agricole Securities (USA) Inc.
HSBC Securities (USA) Inc.
Nomura Securities International, Inc.
Wells Fargo Securities, LLC | |
| Security Codes: | CUSIP: 606822 BF0
ISIN: US606822BF02
Common Code: 195830673 | |
| Definitions: | Unless otherwise defined herein, all capitalized terms have the meaning set forth in the Preliminary Prospectus (as defined below). | |
2
| 3-Year Fixed Rate Notes Due 2022 | ||
| Issuer: | Mitsubishi UFJ Financial Group, Inc. | |
| Size: | U.S.$ 1,500,000,000 | |
| Issuer Ratings (Moody’s / S&P / Fitch) *: | A1 / A- / A | |
| Expected Security Ratings (Moody’s /S&P / Fitch) *: | A1 / A- / A | |
| Security Type: | Senior Notes | |
| Currency: | U.S.$ | |
| Interest: | 3.218 % per annum | |
| Trade Date: | February 26, 2019 | |
| Settlement Date: | March 7, 2019 | |
| Maturity: | March 7, 2022 | |
| Interest Payment Dates: | Semi-annually in arrears on March 7 and September 7 of each year | |
| First Interest Payment Date: | September 7, 2019 | |
| Pricing Benchmark: | 2.500% due 2/2022 | |
| Benchmark Spot (Price/Yield): | 100-04 3/4 / 2.448% | |
| Spread to Benchmark: | 77 basis points | |
| Issue Price: | 100% of principal amount plus accrued interest, if any, from March 7, 2019 | |
| Yield to Maturity: | 3.218 % | |
| Underwriting Discount: | 0.25% | |
| Net Proceeds before Expenses: | U.S.$ 1,496,250,000 | |
| Day Count: | 30/360 | |
| Business Days: | New York and Tokyo | |
| Business Day Convention: | Following Business Day Convention | |
| Denominations: | U.S.$2,000 x U.S.$1,000 | |
| Listing: | Luxembourg Stock Exchange’s Euro MTF Market | |
| Governing Law: | New York law | |
| Billing & Delivering: | MUFG Securities Americas Inc. | |
| Joint Lead Managers and Joint Bookrunners: | Morgan Stanley & Co. LLC
MUFG Securities Americas Inc.
Merrill Lynch, Pierce, Fenner & Smith Incorporated | |
3
SeniorCo-Managers: | Barclays Capital Inc.
Citigroup Global Markets Inc.
J.P. Morgan Securities LLC | |
Co-Managers: | Bank of China Limited
BNP Paribas
Crédit Agricole Securities (USA) Inc.
HSBC Securities (USA) Inc.
Nomura Securities International, Inc.
Wells Fargo Securities, LLC | |
Security Codes: | CUSIP: 606822 BG8
ISIN: US606822BG84
Common Code: 195830690 | |
Definitions: | Unless otherwise defined herein, all capitalized terms have the meaning set forth in the Preliminary Prospectus (as defined below). | |
4
| 5-Year Fixed Rate Notes Due 2024 | ||
| Issuer: | Mitsubishi UFJ Financial Group, Inc. | |
| Size: | U.S.$ 1,500,000,000 | |
| Issuer Ratings (Moody’s / S&P / Fitch) *: | A1 / A- / A | |
| Expected Security Ratings (Moody’s /S&P / Fitch) *: | A1 / A- / A | |
| Security Type: | Senior Notes | |
| Currency: | U.S.$ | |
| Interest: | 3.407 % per annum | |
| Trade Date: | February 26, 2019 | |
| Settlement Date: | March 7, 2019 | |
| Maturity: | March 7, 2024 | |
| Interest Payment Dates: | Semi-annually in arrears on March 7 and September 7 of each year | |
| First Interest Payment Date: | September 7, 2019 | |
| Pricing Benchmark: | 2.500% due 1/2024 | |
| Benchmark Spot (Price/Yield): | 100-06 1/4 / 2.457% | |
| Spread to Benchmark: | 95 basis points | |
| Issue Price: | 100% of principal amount plus accrued interest, if any, from March 7, 2019 | |
| Yield to Maturity: | 3.407% | |
| Underwriting Discount: | 0.35% | |
| Net Proceeds before Expenses: | U.S.$ 1,494,750,000 | |
| Day Count: | 30/360 | |
| Business Days: | New York and Tokyo | |
| Business Day Convention: | Following Business Day Convention | |
| Denominations: | U.S.$2,000 x U.S.$1,000 | |
| Listing: | Luxembourg Stock Exchange’s Euro MTF Market | |
| Governing Law: | New York law | |
| Billing & Delivering: | Morgan Stanley & Co. LLC | |
| Joint Lead Managers and Joint Bookrunners: | Morgan Stanley & Co. LLC
MUFG Securities Americas Inc.
Citigroup Global Markets Inc. | |
5
| SeniorCo-Managers: | Barclays Capital Inc.
J.P. Morgan Securities LLC
Merrill Lynch, Pierce, Fenner & Smith Incorporated | |
| Co-Managers: | Bank of China Limited
BNP Paribas
Crédit Agricole Securities (USA) Inc.
HSBC Securities (USA) Inc.
Nomura Securities International, Inc.
Wells Fargo Securities, LLC | |
| Security Codes: | CUSIP: 606822 BD5
ISIN: US606822BD53
Common Code: 195688737 | |
| Definitions: | Unless otherwise defined herein, all capitalized terms have the meaning set forth in the Preliminary Prospectus (as defined below). | |
6
| 10-Year Fixed Rate Notes Due 2029 | ||
| Issuer: | Mitsubishi UFJ Financial Group, Inc. | |
| Size: | U.S.$ 1,500,000,000 | |
| Issuer Ratings (Moody’s / S&P / Fitch) *: | A1 / A- / A | |
| Expected Security Ratings (Moody’s /S&P / Fitch) *: | A1 / A- / A | |
| Security Type: | Senior Notes | |
| Currency: | U.S.$ | |
| Interest: | 3.741 % per annum | |
| Trade Date: | February 26, 2019 | |
| Settlement Date: | March 7, 2019 | |
| Maturity: | March 7, 2029 | |
| Interest Payment Dates: | Semi-annually in arrears on March 7 and September 7 of each year | |
| First Interest Payment Date: | September 7, 2019 | |
| Pricing Benchmark: | 2.625% due 2/2029 | |
| Benchmark Spot (Price/Yield): | 99-27+ / 2.641% | |
| Spread to Benchmark: | 110 basis points | |
| Issue Price: | 100% of principal amount plus accrued interest, if any, from March 7, 2019 | |
| Yield to Maturity: | 3.741 % | |
| Underwriting Discount: | 0.45% | |
| Net Proceeds before Expenses: | U.S.$ 1,493,250,000 | |
| Day Count: | 30/360 | |
| Business Days: | New York and Tokyo | |
| Business Day Convention: | Following Business Day Convention | |
| Denominations: | U.S.$2,000 x U.S.$1,000 | |
| Listing: | Luxembourg Stock Exchange’s Euro MTF Market | |
| Governing Law: | New York law | |
| Billing & Delivering: | MUFG Securities Americas Inc. | |
| Joint Lead Managers and Joint Bookrunners: | Morgan Stanley & Co. LLC
MUFG Securities Americas Inc.
J.P. Morgan Securities LLC | |
7
| SeniorCo-Managers: | Barclays Capital Inc.
Citigroup Global Markets Inc.
Merrill Lynch, Pierce, Fenner & Smith Incorporated | |
| Co-Managers: | Bank of China Limited
BNP Paribas
Crédit Agricole Securities (USA) Inc.
HSBC Securities (USA) Inc.
Nomura Securities International, Inc.
Wells Fargo Securities, LLC | |
| Security Codes: | CUSIP: 606822 BH6
ISIN: US606822BH67
Common Code: 195830738 | |
| Definitions: | Unless otherwise defined herein, all capitalized terms have the meaning set forth in the Preliminary Prospectus (as defined below). | |
8
| 20-Year Fixed Rate Notes Due 2039 | ||
| Issuer: | Mitsubishi UFJ Financial Group, Inc. | |
| Size: | U.S.$ 500,000,000 | |
| Issuer Ratings (Moody’s / S&P / Fitch) *: | A1 / A- / A | |
| Expected Security Ratings (Moody’s /S&P / Fitch) *: | A1 / A- / A | |
| Security Type: | Senior Notes | |
| Currency: | U.S.$ | |
| Interest: | 4.153 % per annum | |
| Trade Date: | February 26, 2019 | |
| Settlement Date: | March 7, 2019 | |
| Maturity: | March 7, 2039 | |
| Interest Payment Dates: | Semi-annually in arrears on March 7 and September 7 of each year | |
| First Interest Payment Date: | September 7, 2019 | |
| Pricing Benchmark: | 3.375% due 11/2048 | |
| Benchmark Spot (Price/Yield): | 107-08+ / 3.003% | |
| Spread to Benchmark: | 115 basis points | |
| Issue Price: | 100% of principal amount plus accrued interest, if any, from March 7, 2019 | |
| Yield to Maturity: | 4.153 % | |
| Underwriting Discount: | 0.875% | |
| Net Proceeds before Expenses: | U.S.$ 495,625,000 | |
| Day Count: | 30/360 | |
| Business Days: | New York and Tokyo | |
| Business Day Convention: | Following Business Day Convention | |
| Denominations: | U.S.$2,000 x U.S.$1,000 | |
| Listing: | Luxembourg Stock Exchange’s Euro MTF Market | |
| Governing Law: | New York law | |
| Billing & Delivering: | Morgan Stanley & Co. LLC | |
| Joint Lead Managers and Joint Bookrunners: | Morgan Stanley & Co. LLC
MUFG Securities Americas Inc.
Citigroup Global Markets Inc. | |
9
| SeniorCo-Managers: | Barclays Capital Inc.
J.P. Morgan Securities LLC
Merrill Lynch, Pierce, Fenner & Smith Incorporated | |
| Co-Managers: | Bank of China Limited
BNP Paribas
Crédit Agricole Securities (USA) Inc.
HSBC Securities (USA) Inc.
Nomura Securities International, Inc.
Wells Fargo Securities, LLC | |
| Security Codes: | CUSIP: 606822 BE3
ISIN: US606822BE37
Common Code: 195689601 | |
| Definitions: | Unless otherwise defined herein, all capitalized terms have the meaning set forth in the Preliminary Prospectus (as defined below). | |
10
This communication is intended for the sole use of the person to whom it is provided by us. This communication does not constitute an offer to sell or the solicitation of an offer to buy any securities in any jurisdiction or to any person to whom it is unlawful to make such offer or solicitation in such jurisdiction.
The Issuer has filed a registration statement (including a prospectus dated February 15, 2019 (the “Base Prospectus”)) and a preliminary prospectus supplement dated February 26, 2019 (the “Preliminary Prospectus Supplement,” and together with the Base Prospectus, the “Preliminary Prospectus”) with the U.S. Securities and Exchange Commission (“SEC”) for this offering. Before you invest, you should read the Preliminary Prospectus for this offering, and other documents the Issuer has filed with the SEC and which are incorporated by reference therein for more complete information about the Issuer and this offering. You may get these documents for free by searching the SEC online database (EDGAR®) at www.sec.gov.
Alternatively, the Issuer, any underwriter or any dealer participating in the transaction will arrange to send you the Preliminary Prospectus if you request it by calling Morgan Stanley & Co. LLC toll-free at1-866-718-1649 or MUFG Securities Americas Inc. toll-free at1-877-649-6848.
Singapore Securities and Futures Act Product Classification—Solely for the purposes of its obligations pursuant to sections 309B(1)(a) and 309B(1)(c) of the Securities and Futures Act (Chapter 289 of Singapore), the Issuer has determined, and hereby notifies all relevant persons (as defined in Regulation 3(b) of the Securities and Futures (Capital Markets Products) Regulations 2018 (the “SF (CMP) Regulations”) that the Notes are “prescribed capital markets products” (as defined in the SF (CMP) Regulations) and Excluded Investment Products (as defined in MAS Notice SFA04-N12: Notice on the Sale of Investment Products and MAS NoticeFAA-N16: Notice on Recommendations on Investment Products).
*Note: A security rating is not a recommendation to buy, sell or hold securities and may be subject to revision, suspension or withdrawal at any time.
11