Filed pursuant to Rule 433
RegistrationNo. 333-237390
Issuer Free Writing Prospectus dated March 26, 2020
Relating to Preliminary Prospectus Supplement dated March 26, 2020
(to Prospectus dated March 26, 2020)
NVIDIA CORPORATION
Transaction Overview
Issuer: | NVIDIA Corporation |
Issue: | Senior Unsecured Notes |
Issue Size: | $5,000,000,000 |
Use of Proceeds: | General corporate purposes, which may include, among other things, repayment of indebtedness |
Title: | 2.850% Notes due 2030 (the “2030 Notes”) |
3.500% Notes due 2040 (the “2040 Notes”)
3.500% Notes due 2050 (the “2050 Notes”)
3.700% Notes due 2060 (the “2060 Notes”)
Principal Amount: | 2030 Notes: $1,500,000,000 |
2040 Notes: $1,000,000,000
2050 Notes: $2,000,000,000
2060 Notes: $500,000,000
Trade Date: | March 26, 2020 |
Maturity Date: | 2030 Notes: April 1, 2030 |
2040 Notes: April 1, 2040
2050 Notes: April 1, 2050
2060 Notes: April 1, 2060
Coupon: | 2030 Notes: 2.850% |
2040 Notes: 3.500%
2050 Notes: 3.500%
2060 Notes: 3.700%
Price to Public: | 2030 Notes: 99.629% of face amount, plus accrued interest, if any, from March 31, 2020 |
2040 Notes: 99.800% of face amount, plus accrued interest, if any, from March 31, 2020
2050 Notes: 99.742% of face amount, plus accrued interest, if any, from March 31, 2020
2060 Notes: 99.709% of face amount, plus accrued interest, if any, from March 31, 2020
Net Proceeds (before expenses and underwriting discounts and commissions): | $4,985,820,000 |
Yield to Maturity: | 2030 Notes: 2.893% |
2040 Notes: 3.514%
2050 Notes: 3.514%
2060 Notes: 3.714%
Benchmark Treasury: | 2030 Notes: UST 1.500% due February 15, 2030 |
2040 Notes: UST 2.375% due November 15, 2049
2050 Notes: UST 2.375% due November 15, 2049
2060 Notes: UST 2.375% due November 15, 2049
Spread to Benchmark Treasury: | 2030 Notes: T+ 205 bps |
2040 Notes: T+ 205 bps
2050 Notes: T+ 205 bps
2060 Notes: T+ 225 bps
Benchmark Treasury Price and Yield: | 2030 Notes: 106-07; 0.843% |
2040 Notes: 121-27; 1.464%
2050 Notes: 121-27; 1.464%
2060 Notes: 121-27; 1.464%
Interest Payment Dates: | April 1 and October 1, commencing October 1, 2020 |
Optional Redemption: | 2030 Notes: Prior to January 1, 2030 (3 months prior to their maturity date), make-whole call at any time at the greater of a price of 100% or a discount rate of Treasury plus 35 basis points; on or after January 1, 2030, at any time at par, plus, in each case, accrued and unpaid interest, if any. |
2040 Notes: Prior to October 1, 2039 (6 months prior to their maturity date), make-whole call at any time at the greater of a price of 100% or a discount rate of Treasury plus 35 basis points; on or after October 1, 2039, at any time at par, plus, in each case, accrued and unpaid interest, if any. |
2050 Notes: Prior to October 1, 2049 (6 months prior to their maturity date), make-whole call at any time at the greater of a price of 100% or a discount rate of Treasury plus 35 basis points; on or after October 1, 2049, at any time at par, plus, in each case, accrued and unpaid interest, if any. |
2060 Notes: Prior to October 1, 2059 (6 months prior to their maturity date), make-whole call at any time at the greater of a price of 100% or a discount rate of Treasury plus 35 basis points; on or after October 1, 2059, at any time at par, plus, in each case, accrued and unpaid interest, if any. |
Change of Control Put: | 101% of the principal amount plus accrued and unpaid interest, if any |
Settlement Date:* | March 31, 2020 (T+3) |
Expected Ratings:** | Moody’s: A3 (Positive) |
S&P:A- (Stable)
Fitch: A (Stable)
CUSIP/ISIN: | 2030 Notes: 67066G AF1 / US67066GAF19 |
2040 Notes: 67066G AG9 / US67066GAG91
2050 Notes: 67066G AH7 / US67066GAH74
2060 Notes: 67066G AJ3 / US67066GAJ31
Denominations: | Minimum denominations of $2,000 and integral multiples of $1,000 in excess thereof. |
Book-Running Manager: | Goldman Sachs & Co. LLC |
* | Under Rule15c6-1 of the Securities Exchange Act of 1934, as amended, 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 the notes prior to two business days before the date of delivery will be required, by virtue of the fact that the notes initially settle in T+3, to specify an alternate settlement arrangement at the time of any such trade to prevent a failed settlement. Purchasers of the notes who wish to trade the notes prior to two business days before the date of delivery should consult their advisors. |
** | A securities rating is not a recommendation to buy, sell or hold securities and may be subject to revision or withdrawal by the assigning rating organization at any time. Each rating should be evaluated independently of any other rating. The ratings may be subject to review, revision, suspension, reduction or withdrawal at any time. |
The issuer has filed a registration statement (including a prospectus) and a preliminary prospectus supplement with the Securities and Exchange Commission (the “SEC”) for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement, the preliminary prospectus supplement 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, the underwriter or any dealer participating in the offering will arrange to send you the prospectus and the prospectus supplement if you request it by calling Goldman Sachs & Co. LLC at1-866-471-2526.
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