Free Writing Prospectus - Filing Under Securities Act Rules 163/433 (fwp)
11 Maio 2023 - 06:26PM
Edgar (US Regulatory)
Filed pursuant to Rule 433
Registration No. 333-262523
Issuer Free Writing Prospectus dated May 11,
2023
Relating to Preliminary Prospectus Supplement dated
May 11, 2023
TEXAS INSTRUMENTS INCORPORATED
Pricing Term Sheet
4.600% Notes due 2028
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| Issuer: |
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Texas Instruments Incorporated (“TI”) |
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| Principal Amount: |
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$200,000,000 (the “2028 Additional Notes”)
The 2028 Additional Notes offered hereby constitute a further
issuance of the 4.600% Notes due 2028 that TI issued prior to the
date hereof (the “2028 Existing Notes”) and will be consolidated
with, and form a single series with, the 2028 Existing Notes for
all purposes under the indenture governing the 2028 Existing Notes,
including with respect to voting (the 2028 Existing Notes, together
with the 2028 Additional Notes, the “2028 Notes”). Upon issuance,
the 2028 Additional Notes will have the same terms as the 2028
Existing Notes (other than the issue date, price to public and
interest accrued prior to the issue date of the 2028 Additional
Notes), will be fungible with the 2028 Existing Notes for U.S.
federal income tax purposes and will have the same CUSIP and ISIN
numbers as the 2028 Existing Notes.
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| Maturity: |
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February 15, 2028 |
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| Coupon: |
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4.600% |
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| Price to Public: |
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102.404% of principal amount, plus accrued
interest from (and including) February 15, 2023 to (but
excluding) the Settlement Date |
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| Interest Payment Dates: |
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February 15 and August 15, beginning on
August 15, 2023, and on the maturity date |
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| Day Count Convention: |
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30/360 |
1
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| Proceeds (before expenses) to TI: |
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$204,208,000, plus accrued interest from (and
including) February 15, 2023 to (but excluding) the Settlement
Date |
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| Benchmark Treasury: |
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3.500% due April 30, 2028 |
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| Spread to Benchmark Treasury: |
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67 basis points |
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| Reoffer Yield to Maturity: |
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4.028% |
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| Benchmark Treasury Price and Yield: |
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100-205/8; 3.358% |
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| Make-Whole Call: |
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At any time before January 15, 2028 (one
month before the maturity date) at the greater of: (1) (a) the sum
of the present values of the remaining scheduled payments of
principal and interest thereon discounted to the redemption date
(assuming the Notes matured on January 15, 2028) on a
semi-annual basis (assuming a 360-day year consisting of twelve
30-day months) at the
Treasury Rate plus 12.5 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 thereon to the redemption date. |
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| Par Call: |
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At any time on or after January 15, 2028 (one
month before the maturity date) at 100% of the principal amount of
notes being redeemed plus accrued and unpaid interest thereon to
the redemption date. |
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| Trade Date: |
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May 11, 2023 |
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| Settlement Date: |
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May 18, 2023 (T+5) |
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| Denominations: |
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$2,000 and multiples of $1,000 thereafter |
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| CUSIP/ISIN: |
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882508 BV5/US882508BV59 |
2
4.900% Notes due 2033
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| Issuer: |
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Texas Instruments Incorporated (“TI”) |
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| Principal Amount: |
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$200,000,000 (the “2033 Additional Notes”)
The 2033 Additional Notes offered hereby constitute a further
issuance of the 4.900% Notes due 2033 that TI issued prior to the
date hereof (the “2033 Existing Notes”) and will be consolidated
with, and form a single series with, the 2033 Existing Notes for
all purposes under the indenture governing the 2033 Existing Notes,
including with respect to voting (the 2033 Existing Notes, together
with the 2033 Additional Notes, the “2033 Notes”). Upon issuance,
the 2033 Additional Notes will have the same terms as the 2033
Existing Notes (other than the issue date, price to public and
interest accrued prior to the issue date of the 2033 Additional
Notes), will be fungible with the 2033 Existing Notes for U.S.
federal income tax purposes and will have the same CUSIP and ISIN
numbers as the 2033 Existing Notes.
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| Maturity: |
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March 14, 2033 |
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| Coupon: |
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4.900% |
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| Price to Public: |
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103.751% of principal amount, plus accrued
interest from (and including) March 14, 2023 to (but
excluding) the Settlement Date |
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| Interest Payment Dates: |
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March 14 and September 14, beginning on
September 14, 2023, and on the maturity date |
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| Day Count Convention: |
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30/360 |
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| Proceeds (before expenses) to TI: |
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$206,802,000, plus accrued interest from (and
including) March 14, 2023 to (but excluding) the Settlement
Date |
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| Benchmark Treasury: |
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3.500% due February 15, 2033 |
3
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| Spread to Benchmark Treasury: |
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102 basis points |
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| Reoffer Yield to Maturity: |
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4.415% |
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| Benchmark Treasury Price and Yield: |
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100-27+;
3.395% |
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| Make-Whole Call: |
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At any time before December 14, 2032 (three
months before the maturity date) at the greater of: (1) (a) the sum
of the present values of the remaining scheduled payments of
principal and interest thereon discounted to the redemption date
(assuming the Notes matured on December 14, 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 thereon to the redemption date. |
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| Par Call: |
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At any time on or after December 14, 2032
(three months before the maturity date) at 100% of the principal
amount of notes being redeemed plus accrued and unpaid interest
thereon to the redemption date. |
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| Trade Date: |
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May 11, 2023 |
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| Settlement Date: |
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May 18, 2023 (T+5) |
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| Denominations: |
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$2,000 and multiples of $1,000 thereafter |
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| CUSIP/ISIN: |
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882508CB8/US882508CB86 |
5.050% Notes due 2063
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| Issuer: |
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Texas Instruments Incorporated (“TI”) |
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| Principal Amount: |
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$1,200,000,000 |
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| Maturity: |
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May 18, 2063 |
4
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| Coupon: |
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5.050% |
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| Price to Public: |
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99.167% of principal amount |
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| Interest Payment Dates: |
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May 18 and November 18, beginning on
November 18, 2023, and on the maturity date |
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| Day Count Convention: |
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30/360 |
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| Proceeds (before expenses) to TI: |
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$1,182,804,000 |
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| Benchmark Treasury: |
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4.000% due November 15, 2052 |
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| Spread to Benchmark Treasury: |
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137 basis points |
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| Yield to Maturity: |
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5.099% |
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| Benchmark Treasury Price and Yield: |
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104-26+;
3.729% |
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| Make-Whole Call: |
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At any time before November 18, 2062 (six
months before the maturity date) at the greater of: (1) (a) the sum
of the present values of the remaining scheduled payments of
principal and interest thereon discounted to the redemption date
(assuming the Notes matured on November 18, 2062) on a
semi-annual basis (assuming a 360-day year consisting of twelve
30-day months) at the
Treasury Rate plus 25 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 thereon to the redemption date. |
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| Par Call: |
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At any time on or after November 18, 2062
(six months before the maturity date) at 100% of the principal
amount of notes being redeemed plus accrued and unpaid interest
thereon to the redemption date. |
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| Trade Date: |
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May 11, 2023 |
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| Settlement Date: |
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May 18, 2023 (T+5) |
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| Denominations: |
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$2,000 and multiples of $1,000 thereafter |
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| CUSIP/ISIN: |
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882926AA6/US882926AA67 |
5
Other Information
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| Ratings:* |
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Moody’s: Aa3 (stable outlook)
S&P: A+ (stable outlook)
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| Joint Book-Running Managers: |
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J.P. Morgan Securities LLC
Morgan Stanley & Co. LLC
U.S. Bancorp Investments, Inc.
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6
| * |
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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It is expected that delivery of the notes will be made against
payment therefore on or about May 18, 2023, which is the fifth
business day following the date hereof (such settlement cycle being
referred to as “T+5”). Under Rule 15c6-1 under 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 the second business day before
the delivery of the notes will be required, by virtue of the fact
that the notes initially will settle in T+5, 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 before the
delivery of the notes should consult their own advisors.
The issuer has filed a registration statement (including a
prospectus) and a prospectus supplement with the Securities and
Exchange Commission (“SEC”) for the offering to which this
communication relates. Before you invest, you should read the
prospectus in that registration statement, the 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, any underwriter
or any dealer participating in the offering will arrange to send
you the prospectus and prospectus supplement if you request it by
calling J.P. Morgan Securities LLC at (212) 834-4533 (collect), Morgan
Stanley & Co. LLC at (866) 718-1649 (toll-free) or U.S. Bancorp
Investments, Inc. at (877) 558-2607.
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.
7
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