Free Writing Prospectus - Filing Under Securities Act Rules 163/433 (fwp)
23 Fevereiro 2023 - 06:12PM
Edgar (US Regulatory)
Issuer Free Writing Prospectus, dated
February 23, 2023
Filed pursuant to Rule 433 under the Securities
Act of 1933, as amended
Supplementing the Preliminary Prospectus
Supplement, dated February 21, 2023
Registration Statement No. 333-254093
V.F. Corporation
€500,000,000 4.125% Senior Notes due 2026
€500,000,000 4.250% Senior
Notes due 2029
Pricing Term Sheet
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Issuer: |
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V.F. Corporation |
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Ratings (Moody’s / S&P): |
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Baa2 (S) / BBB+ (N)* |
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Trade Date: |
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February 23, 2023 |
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Title of Securities: |
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4.125% Senior Notes due 2026 (the “2026 Notes”)
4.250% Senior Notes due 2029 (the “2029
Notes”)
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Distribution: |
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SEC Registered |
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Aggregate Principal Amount: |
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€500,000,000 (2026 Notes)
€500,000,000 (2029 Notes)
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Net Proceeds (before expenses): |
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€497,020,000 (2026 Notes)
€495,850,000 (2029 Notes)
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Issue Price: |
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99.704% (2026 Notes)
99.570% (2029 Notes)
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Maturity Date: |
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March 7, 2026 (2026 Notes)
March 7, 2029 (2029 Notes)
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Coupon: |
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4.125% (2026 Notes)
4.250% (2029 Notes)
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Yield to Maturity: |
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4.232% (2026 Notes)
4.333% (2029 Notes)
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Benchmark DBR: |
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DBR 0.500% due February 15, 2026 (2026 Notes)
DBR 0.250% due February 15, 2029 (2029 Notes)
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Benchmark Bund Yield: |
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2.695% (2026 Notes)
2.490% (2029 Notes)
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Spread to DBR: |
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+153.7 basis points (2026 Notes)
+184.3 basis points (2029 Notes)
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Mid-Swap
Yield: |
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3.382% (2026 Notes)
3.133% (2029 Notes)
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Spread to Mid-Swap: |
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+85 basis points (2026 Notes)
+120 basis points (2029 Notes)
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Interest Payment Date: |
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Annually on March 7 each year, beginning on
March 7, 2024 |
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Optional Redemption: |
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2026 Notes:
At any time prior to February 7, 2026 (one month prior to
maturity): make-whole redemption based on a discount rate of the
applicable Comparable Government Bond Rate plus +25 basis
points
On or after February 7, 2026 (one month prior to maturity):
redemption at par
2029 Notes:
At any time prior to December 7, 2028 (three months prior to
maturity): make-whole redemption based on a discount rate of the
applicable Comparable Government Bond Rate plus +30 basis
points
On or after December 7, 2028 (three months prior to maturity):
redemption at par
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Change of Control Repurchase Event: |
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Puttable at 101% of principal plus accrued and
unpaid interest upon a Change of Control Repurchase Event |
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Settlement: |
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March 7, 2023 (T+8)
It is expected that delivery of the Notes will be made against
payment therefor on or about March 7, 2023, which is the
eighth business day following the date hereof (such settlement date
being referred to as “T+8”). Under Rule 15c6-1 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 that
trade expressly agree otherwise. Accordingly, purchasers who wish
to trade the Notes on any date prior to the second business day
before delivery thereof will be required, by virtue of the fact
that the Notes initially will settle in T+8, to specify an
alternative settlement cycle at the time of any such trade to
prevent failed settlement. Purchasers of the Notes who wish to
trade the Notes prior to the second business day preceding the
delivery date of the Notes should consult their own advisors.
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Common Code Number: |
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259265924 (2026 Notes)
259265967 (2029 Notes)
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ISIN Number: |
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XS2592659242 (2026 Notes)
XS2592659671 (2029 Notes)
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CUSIP Number: |
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918204 BD9 (2026 Notes)
918204 BE7 (2029 Notes)
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Denominations: |
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Denominations of €100,000 and integral multiples
of €1,000 in excess thereof |
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Listing: |
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The Issuer intends to apply to list the notes on
The New York Stock Exchange. |
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Clearing Systems: |
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Clearstream/Euroclear |
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Co-Global Coordinators
and
Joint Book-Running Managers:
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J.P. Morgan Securities plc
Morgan Stanley & Co. International plc
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Joint Book-Running Managers |
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Barclays Bank PLC
Goldman Sachs & Co. LLC
The Toronto-Dominion Bank
Wells Fargo Securities International Limited
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Senior Co-Managers: |
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PNC Capital Markets LLC
Truist Securities, Inc.
U.S. Bancorp Investments, Inc.
Merrill Lynch International
HSBC Bank plc
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Co-Managers: |
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BNP Paribas
ING Bank N.V. Belgian Branch
Credit Suisse International
Standard Chartered Bank
Citigroup Global Markets Limited
Siebert Williams Shank & Co., LLC
Scotiabank (Ireland) Designated Activity Company
UniCredit Bank AG
BNY Mellon Capital Markets, LLC
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* |
A securities rating is not a recommendation to buy,
sell or hold securities and may be subject to revision or
withdrawal at any time.
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This communication is intended for the sole use of the person to
whom it is provided by us.
The Issuer has filed a shelf registration statement (including a
prospectus) and a preliminary prospectus supplement with the U.S.
Securities and Exchange Commission (the “SEC”) for the offering to
which this communication relates. Before you invest, you should
read the prospectus supplement for this offering, including the
documents incorporated by reference therein, the Issuer’s
prospectus in that registration statement and any 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 searching the SEC online data base (EDGAR) on the SEC web
site at http://www.sec.gov. Alternatively, the Issuer, any
underwriter or any dealer participating in the offering will
arrange to send you the prospectus supplement and prospectus if you
request it by calling: J.P. Morgan Securities plc toll-free at
+44-207-134-2468, Morgan
Stanley & Co. International plc toll-free at (866)
718-1649, Barclays Bank PLC
toll-free at 1-888-603-5847, or
Goldman Sachs & Co. LLC toll-free at (866) 471-2526.
MiFID II and UK MiFIR professionals/ECPs-only / No PRIIPs KID —
Manufacturer target market (MiFID II and UK MiFIR product
governance) is eligible counterparties and professional clients
only (all distribution channels). No PRIIPs key information
document (KID) has been prepared as not available to retail
investors in EEA or the United Kingdom.
The 2026 Notes and the 2029 Notes will be represented by
beneficial interests in fully registered permanent global notes
without interest coupons attached, which will be registered in the
name of, and shall be deposited on or about March 7, 2023 with
a common depositary for, and in respect of interests held through,
Euroclear Bank, S.A./N.V., as operator of the Euroclear System
(“Euroclear”), and Clearstream Banking, société anonyme
(“Clearstream”). Any notes represented by global notes held by a
nominee of Euroclear or Clearstream will be subject to the then
applicable procedures of Euroclear and Clearstream, as applicable.
Euroclear and Clearstream’s current practice is to make payments in
respect of global notes to participants of record that hold an
interest in the relevant global notes at the close of business on
the date that is the clearing system business day (for these
purposes, Monday to Friday inclusive except December 25th and January
1st)
immediately preceding each applicable interest payment
date.
Any disclaimer or other notice that may appear below is not
applicable to this communication and should be disregarded. Such
disclaimer or notice was automatically generated as a result of
this communication being sent by Bloomberg or another email
system.
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