Filed Pursuant to Rule 433
Registration Statement No. 333-237546
Supplementing the Preliminary Prospectus Supplement
dated April 2, 2020 (To Prospectus dated April 2, 2020)
$2,000,000,000
ROSS STORES, INC.
$700,000,000 4.600% Senior Notes due 2025
$400,000,000 4.700% Senior Notes due 2027
$400,000,000 4.800% Senior Notes due 2030
$500,000,000 5.450% Senior Notes due 2050
Pricing Term Sheet
April 2, 2020
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| Issuer: | Ross Stores, Inc. | | | | | | |
| Anticipated Ratings:* | A2 (Stable) / BBB+ (Negative) (Moody’s/S&P) | | | | | | |
| Offering Format: | SEC Registered | | | | | | |
| Trade Date: | April 2, 2020 | | | | | | |
| Settlement Date: | April 6, 2020 (T+2) | | | | | | |
| Joint Book-Running Managers: | BofA Securities, Inc. J.P. Morgan Securities LLC MUFG Securities Americas Inc. U.S. Bancorp Investments, Inc.
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| Co-Manager: | SunTrust Robinson Humphrey, Inc. | | | | | | |
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| 2025 Notes | | 2027 Notes | | 2030 Notes | | 2050 Notes |
| Principal Amount: | $700,000,000 | | $400,000,000 | | $400,000,000 | | $500,000,000 |
| Maturity Date: | April 15, 2025 | | April 15, 2027 | | April 15, 2030 | | April 15, 2050 |
| Coupon (Interest Rate): | 4.600% | | 4.700% | | 4.800% | | 5.450% |
| Interest Payment Dates: | Semi-annually on April 15 and October 15, beginning on October 15, 2020 | | Semi-annually on April 15 and October 15, beginning on October 15, 2020 | | Semi-annually on April 15 and October 15, beginning on October 15, 2020 | | Semi-annually on April 15 and October 15, beginning on October 15, 2020 |
| Benchmark Treasury: | UST 0.500% due March 31, 2025 | | UST 0.625% due March 31, 2027 | | UST 1.500% due February 15, 2030 | | UST 2.375% due November 15, 2049 |
| Benchmark Treasury Price/Yield: | 100-19; 0.380% | | 100-21; 0.529% | | 108-14+; 0.616% | | 127-03; 1.274% |
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| Spread to Benchmark Treasury: | 4.250% (425 basis points) | | 4.250% (425 basis points) | | 4.250% (425 basis points) | | 4.250% (425 basis points) |
| Yield to Maturity: | 4.630% | | 4.779% | | 4.866% | | 5.524% |
| Price to Public: | 99.866% | | 99.532% | | 99.480% | | 98.919% |
| Make-Whole Call: | Prior to March 15, 2025, T+50 basis points | | Prior to February 15, 2027, T+50 basis points | | Prior to January 15, 2030, T+50 basis points | | Prior to October 15, 2049, T+50 basis points |
| Par Call: | On or after March 15, 2025 | | On or after February 15, 2027 | | On or after January 15, 2030 | | On or after October 15, 2049 |
| Change of Control: | If the Issuer experiences a Change of Control Repurchase Event (as defined in the Preliminary Prospectus Supplement), it will be required, unless it has exercised the right to redeem the notes, to offer to repurchase the notes at a purchase price equal to 101% of their principal amount, plus accrued and unpaid interest to the repurchase date. | | If the Issuer experiences a Change of Control Repurchase Event (as defined in the Preliminary Prospectus Supplement), it will be required, unless it has exercised the right to redeem the notes, to offer to repurchase the notes at a purchase price equal to 101% of their principal amount, plus accrued and unpaid interest to the repurchase date. | | If the Issuer experiences a Change of Control Repurchase Event (as defined in the Preliminary Prospectus Supplement), it will be required, unless it has exercised the right to redeem the notes, to offer to repurchase the notes at a purchase price equal to 101% of their principal amount, plus accrued and unpaid interest to the repurchase date. | | If the Issuer experiences a Change of Control Repurchase Event (as defined in the Preliminary Prospectus Supplement), it will be required, unless it has exercised the right to redeem the notes, to offer to repurchase the notes at a purchase price equal to 101% of their principal amount, plus accrued and unpaid interest to the repurchase date. |
| CUSIP/ISIN: | 778296 AB9 / US778296AB92 | | 778296 AC7 / US778296AC75 | | 778296 AD5 / US778296AD58 | | 778296 AE3 / US778296AE32 |
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, BofA Securities, Inc. or J.P. Morgan Securities LLC can arrange to send you the prospectus if you request it by calling BofA Securities, Inc. at 1-800-294-1322 or J.P. Morgan Securities LLC collect at 1-212-834-4533.
