Filed Pursuant to Rule 433
Registration No. 333-270086
March 7, 2023
Magna International Inc.
Pricing Term Sheet
$300,000,000 5.980% Senior Notes due 2026
$500,000,000 5.500% Senior Notes due 2033
Issuer | Magna International Inc. | |
Format | SEC Registered | |
Trade Date | March 7, 2023 | |
Settlement Date | March 21, 2023 (T+10) | |
Joint Book-Running Managers | BofA Securities, Inc. Citigroup Global Markets Inc. J.P. Morgan Securities LLC BNP Paribas Securities Corp. RBC Capital Markets, LLC Scotia Capital (USA) Inc. TD Securities (USA) LLC | |
Co-Managers | ICBC Standard Bank Plc Loop Capital Markets LLC Commerz Markets LLC HSBC Securities (USA) Inc. ING Financial Markets LLC Wells Fargo Securities, LLC BMO Capital Markets Corp. CIBC World Markets Corp. Goldman Sachs & Co. LLC | |
$300,000,000 5.980% Senior Notes due 2026 | ||
Issue of Securities | 5.980% Senior Notes due 2026 | |
Aggregate Principal Amount Offered | $300,000,000 | |
Maturity Date | March 21, 2026 | |
Expected Ratings* | A3 (Stable) / A- (Stable) (Moody’s / S&P) | |
Interest Rate | 5.980% per year |
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Benchmark Treasury | UST 4.000% due February 15, 2026 | |
Spread to Benchmark Treasury | +125 basis points | |
Benchmark Treasury Price and Yield | 98-00+; 4.730% | |
Yield to Maturity | 5.980% | |
Price to Public | 100.000%, plus accrued interest, if any, from March 21, 2023 | |
Interest Payment Dates | Semi-annually in arrears on March 21 and September 21 of each year, beginning on September 21, 2023 | |
Make-Whole Call | Prior to March 21, 2024; T+20 basis points | |
Par Call | On or after March 21, 2024 | |
Special Mandatory Redemption | In the event that (x) the Veoneer Acquisition is not consummated on or prior to December 19, 2023 or such later date as the parties to the Equity Purchase Agreement may agree as the “End Date” thereunder or (y) the Equity Purchase Agreement is terminated, the issuer will be required to redeem all of the notes then outstanding at a redemption price equal to 101% of the principal amount of the notes plus accrued and unpaid interest, if any, to, but excluding, the Special Mandatory Redemption Date. | |
Denominations | Minimum of $2,000 and integral multiples of $1,000 in excess thereof. | |
CUSIP / ISIN | 559222AX2 / US559222AX24 | |
$500,000,000 5.500% Senior Notes due 2033 | ||
Issue of Securities | 5.500% Senior Notes due 2033 | |
Aggregate Principal Amount Offered | $500,000,000 | |
Maturity Date | March 21, 2033 | |
Expected Ratings* | A3 (Stable) / A- (Stable) (Moody’s / S&P) | |
Interest Rate | 5.500% per year | |
Benchmark Treasury | UST 3.500% due February 15, 2033 | |
Spread to Benchmark Treasury | +155 basis points |
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Benchmark Treasury Price and Yield | 96-03; 3.979% | |
Yield to Maturity | 5.529% | |
Price to Public | 99.780%, plus accrued interest, if any, from March 21, 2023 | |
Interest Payment Dates | Semi-annually in arrears on March 21 and September 21 of each year, beginning on September 21, 2023 | |
Make-Whole Call | Prior to December 21, 2032; T+25 basis points | |
Par Call | On or after December 21, 2032 | |
Special Mandatory Redemption | In the event that (x) the Veoneer Acquisition is not consummated on or prior to December 19, 2023 or such later date as the parties to the Equity Purchase Agreement may agree as the “End Date” thereunder or (y) the Equity Purchase Agreement is terminated, the issuer will be required to redeem all of the notes then outstanding at a redemption price equal to 101% of the principal amount of the notes plus accrued and unpaid interest, if any, to, but excluding, the Special Mandatory Redemption Date. | |
Denominations | Minimum of $2,000 and integral multiples of $1,000 in excess thereof. | |
CUSIP / ISIN | 559222AY0 / US559222AY07 |
* | A securities rating is not a recommendation to buy, sell or hold securities and may be subject to revision or withdrawal at any time. |
It is expected that delivery of the notes will be made against payment therefor on or about March 21, 2023, which will be the tenth New York City business day following the date of pricing of the notes (this settlement cycle being referred to as “T+10”). Under Rule 15c6-1 of the U.S. 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 a trade expressly agree otherwise. Accordingly, purchasers who wish to trade notes prior to the second business day before the settlement date will be required, by virtue of the fact that the notes initially will settle in T+10, to specify alternative settlement arrangements to prevent a failed settlement.
The issuer has filed a registration statement (including a base prospectus) and a preliminary prospectus supplement with the United States 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 website at www.sec.gov. Alternatively, the issuer, any underwriter or any dealer participating in the offering will arrange to send you the base prospectus and the prospectus supplement if you request it by calling BofA Securities, Inc. toll-free at 1-800-294-1322, Citigroup Global Markets Inc. toll-free at 1-800-831-9146 or J.P. Morgan Securities LLC collect at 1-212-834-4533.
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ICBC Standard Bank Plc is restricted in its U.S. securities dealings under the United States Bank Holding Company Act and may not underwrite, subscribe, agree to purchase or procure purchasers to purchase notes that are offered or sold in the United States. Accordingly, ICBC Standard Bank Plc shall not be obligated to, and shall not, underwrite, subscribe, agree to purchase or procure purchasers to purchase notes that may be offered or sold by other underwriters in the United States. ICBC Standard Bank Plc shall offer and sell the notes constituting part of its allotment solely outside the United States.
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