Free Writing Prospectus - Filing Under Securities Act Rules 163/433 (fwp)
01 Março 2023 - 8:27AM
Edgar (US Regulatory)
Free Writing Prospectus filed pursuant
to Rule 433
Relating to the Preliminary Prospectus Supplement dated February 28, 2023 to the Prospectus dated May 24, 2021
Registration
Statement No. 333-256406
Final Term Sheet
AstraZeneca Finance LLC
$1,100,000,000 4.875% Notes due 2028
$650,000,000 4.900% Notes due 2030
$500,000,000 4.875% Notes due 2033
Final Term Sheets
| Issuer: |
AstraZeneca Finance LLC |
| Guarantor: |
AstraZeneca PLC |
| Trade Date: |
February 28, 2023 |
| Settlement Date: |
March 3, 2023 (T+3) |
| Expected Ratings: |
Moody’s: A3; S&P: A |
$1,100,000,000 4.875% Notes due 2028:
| Security Type: |
Senior Notes |
| Aggregate Principal Amount: |
$1,100,000,000 |
| Maturity Date: |
March 3, 2028 |
| Coupon: |
4.875% |
| Benchmark Treasury: |
4.000% due February 29, 2028 |
| Benchmark Treasury Price and Yield: |
99-07+, 4.171% |
| Spread to Benchmark Treasury: |
+75 basis points |
| Yield to Maturity: |
4.921% |
| Price to Public: |
99.798% of the Aggregate Principal Amount |
| Interest Payment Dates: |
March 3 and September 3, commencing September 3, 2023 |
| Gross Proceeds to Issuer: |
$1,097,778,000 |
| Underwriting Discount: |
0.225% of the Aggregate Principal Amount |
| Net Proceeds to Issuer (before expenses): |
$1,095,303,000 |
| Redemption Provisions: |
|
| Optional Redemption: |
At the option of the Issuer, from time to time, in whole or in part, as follows: (i) prior to February 3, 2028, at a redemption price equal to the greater of (1) (a) the sum of the present values of the remaining scheduled payments of principal and interest on the Notes to be redeemed discounted to the redemption date (assuming such Notes matured on February 3, 2028) on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the treasury rate plus 15 basis points less (b) interest accrued to the date of redemption, and (2) 100% of the principal amount of the Notes to be redeemed, plus, in either case, accrued and unpaid interest on the Notes to be redeemed to the redemption date and (ii) on or after February 3, 2028, at a redemption price equal to 100% of the principal amount of the Notes to be redeemed, plus accrued interest thereon to but excluding the date of redemption. |
| Optional Tax Redemption: |
In the event of certain tax law changes and other limited circumstances relating to tax matters, in whole but not in part, at a price equal to 100% of the principal amount of the Notes to be redeemed plus accrued interest thereon to but excluding the redemption date. |
| CUSIP: |
04636NAF0 |
| ISIN: |
US04636NAF06 |
$650,000,000 4.900% Notes due 2030:
| Security Type: |
Senior Notes |
| Aggregate Principal Amount: |
$650,000,000 |
| Maturity Date: |
March 3, 2030 |
| Coupon: |
4.900% |
| Benchmark Treasury: |
4.000% due February 28, 2030 |
| Benchmark Treasury Price and Yield: |
99-18+, 4.070% |
| Spread to Benchmark Treasury: |
+90 basis points |
| Yield to Maturity: |
4.970% |
| Price to Public: |
99.590% of the Aggregate Principal Amount |
| Interest Payment Dates: |
March 3 and September 3, commencing September 3, 2023 |
| Gross Proceeds to Issuer: |
$647,335,000 |
| Underwriting Discount: |
0.275% of the Aggregate Principal Amount |
| Net Proceeds to Issuer (before expenses): |
$645,547,500 |
| Redemption Provisions: |
|
| Optional Redemption: |
At the option of the Issuer, from time to time, in whole or in part, as follows: (i) prior to January 3, 2030, at a redemption price equal to the greater of (1) (a) the sum of the present values of the remaining scheduled payments of principal and interest on the Notes to be redeemed discounted to the redemption date (assuming such Notes matured on January 3, 2030) on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the treasury rate plus 15 basis points less (b) interest accrued to the date of redemption, and (2) 100% of the principal amount of the Notes to be redeemed, plus, in either case, accrued and unpaid interest on the Notes to be redeemed to the redemption date and (ii) on or after January 3, 2030, at a redemption price equal to 100% of the principal amount of the Notes to be redeemed, plus accrued interest thereon to but excluding the date of redemption. |
| Optional Tax Redemption: |
In the event of certain tax law changes and other limited circumstances relating to tax matters, in whole but not in part, at a price equal to 100% of the principal amount of the Notes to be redeemed plus accrued interest thereon to but excluding the redemption date. |
| CUSIP: |
04636NAG8 |
| ISIN: |
US04636NAG88 |
$500,000,000 4.875% Notes due 2033:
| Security Type: |
Senior Notes |
| Aggregate Principal Amount: |
$500,000,000 |
| Maturity Date: |
March 3, 2033 |
| Coupon: |
4.875% |
| Benchmark Treasury: |
3.500% due February 15, 2033 |
| Benchmark Treasury Price and Yield: |
96-20+, 3.910% |
| Spread to Benchmark Treasury: |
+100 basis points |
| Yield to Maturity: |
4.910% |
| Price to Public: |
99.726% of the Aggregate Principal Amount |
| Interest Payment Dates: |
March 3 and September 3, commencing September 3, 2023 |
| Gross Proceeds to Issuer: |
$498,630,000 |
| Underwriting Discount: |
0.325% of the Aggregate Principal Amount |
| Net Proceeds to Issuer (before expenses): |
$497,005,000 |
| Redemption Provisions: |
|
| Optional Redemption: |
At the option of the Issuer, from time to time, in whole or in part, as follows: (i) prior to December 3, 2032, at a redemption price equal to the greater of (1) (a) the sum of the present values of the remaining scheduled payments of principal and interest on the Notes to be redeemed discounted to the redemption date (assuming such Notes matured on December 3, 2032) on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the treasury rate plus 15 basis points less (b) interest accrued to the date of redemption, and (2) 100% of the principal amount of the Notes to be redeemed, plus, in either case, accrued and unpaid interest on the Notes to be redeemed to the redemption date and (ii) on or after December 3, 2032, at a redemption price equal to 100% of the principal amount of the Notes to be redeemed, plus accrued interest thereon to but excluding the date of redemption. |
| Optional Tax Redemption: |
In the event of certain tax law changes and other limited circumstances relating to tax matters, in whole but not in part, at a price equal to 100% of the principal amount of the Notes to be redeemed plus accrued interest thereon to but excluding the redemption date. |
| CUSIP: |
04636NAH6 |
| ISIN: |
US04636NAH61 |
| Joint Book-Running Managers: |
BofA Securities, Inc.
HSBC Securities (USA) Inc.
Mizuho Securities USA LLC
Santander US Capital Markets LLC
|
| Co-Managers: |
Barclays Capital Inc.
BNP Paribas
Citigroup Global Markets Inc.
Deutsche Bank Securities Inc.
Goldman Sachs & Co. LLC
J.P. Morgan Securities LLC
Morgan Stanley & Co. LLC
SEB Securities, Inc.
SG Americas Securities, LLC
R. Seelaus & Co., LLC
Tigress Financial Partners, LLC |
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*****
No EEA or UK PRIIPs key information document (KID) has been prepared
as the Notes are not available to retail in the EEA or the UK.
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
supplement and accompanying prospectus) with 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 incorporated by reference
therein that 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 prospectus if you request it from BofA Securities, Inc., NC1-004-03-43, 200 North College Street,
3rd floor, Charlotte NC 28255-0001, Attention: Prospectus Department, by telephone at +1-800-294-1322 or by emailing dg.prospectus_requests@bofa.com;
HSBC Securities (USA) Inc., 452 Fifth Avenue, New York, NY 10018, by telephone at +1-866-811-8049; Mizuho Securities USA LLC, 1271 Avenue
of the Americas, New York, NY 10020, by telephone at +1 866-271-7403; or Santander US Capital Markets LLC by telephone at +1-855-403-3636.
It is expected that delivery of the notes will be made against
payment on or about the Settlement Date, which will be the third business day following the Trade Date of the notes (such settlement
being referred to as “T+3”). Trades in the secondary market are required to settle in two business days, unless the parties
to any such trade expressly agree otherwise. Accordingly, purchasers who wish to trade notes prior to the delivery of the notes hereunder
may be required, by virtue of the fact that the notes will 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 their date of
delivery hereunder should consult their advisors.
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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