Form FWP - Filing under Securities Act Rules 163/433 of free writing prospectuses
2024年5月17日 - 5:02AM
Edgar (US Regulatory)
Filed Pursuant to Rule 433
Registration No. 333-258382
The Timken Company
600,000,000
4.125% Senior
Notes due 2034
Final Term Sheet
May 16, 2024
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Issuer: |
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The Timken Company (NYSE: TKR) |
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Title of Security: |
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4.125% Senior Notes due 2034 (the Notes) |
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Principal Amount: |
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600,000,000 |
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Expected Ratings*: |
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Baa2 / BBB- (Outlook: Stable / Stable) (Moodys / S&P) |
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Trade Date: |
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May 16, 2024 |
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Settlement Date (T+5)**: |
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May 23, 2024 |
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Maturity Date: |
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May 23, 2034 |
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Minimum Denomination / Multiples: |
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100,000 / 1,000 |
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Interest Payment Date: |
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May 23 |
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First Interest Payment Date: |
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May 23, 2025
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Change of Control Offer to Repurchase: |
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If issuer is subject to a Change of Control Triggering Event, at 101% of principal, plus accrued and unpaid interest thereon to, but excluding, the repurchase date.
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Optional Redemption: |
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Prior to February 23, 2034 (the Par Call Date), in whole or in part, at any time and from time to time, at a redemption
price equal to the greater of: (1) 100% of the principal amount of the notes to be redeemed; and (2) the sum of the present values of the remaining scheduled payments of principal and interest on the notes to be redeemed (exclusive of interest
accrued to the date of redemption), discounted to the redemption date on an annual basis (ACTUAL/ACTUAL (ICMA)), at the applicable Comparable Government Bond Rate plus 30 basis points, plus, in either case, accrued and unpaid interest thereon to,
but excluding, the redemption date. On or after the Par Call Date, in whole or in
part, at any time and from time to time, at a redemption price equal to 100% of the principal amount of the Notes being redeemed plus accrued and unpaid interest thereon to, but excluding, the redemption date. |
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Reference Benchmark Bund: |
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DBR 2.200% due February 15, 2034 |
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Bund Bid Price: |
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97.910 |
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Bund Bid Yield |
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2.443% |
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Spread to Benchmark Bund: |
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+182.8 bps |
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EUR Mid-Swap Yield: |
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2.721% |
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Spread to Mid-Swap Yield: |
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+155 bps |
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Re-offer Yield: |
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4.271% |
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Coupon: |
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4.125% |
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Issue Price: |
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98.832% of face amount |
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Day Count: |
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Actual / Actual (ICMA) |
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Proceeds, before Expenses and Discounts: |
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592,992,000 |
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CUSIP: |
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887389 AP9 |
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ISIN: |
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XS2824606532 |
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Common Code: |
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282460653 |
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Legal Entity Identifier (LEI) Code: |
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B0I35MLPFXZSE70ASS73 |
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Listing: |
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Application will be made to list the notes on the New York Stock Exchange |
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Stabilization: |
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Stabilization/FCA |
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Target Market: |
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MiFID II and/or the UK MiFIR Product Governance Rules professionals/ECPs-only / No PRIIPs KID and/or UK PRIIPs KID Manufacturer target market (MIFID II product governance and/or the UK MiFIR Product Governance Rules) is
eligible counterparties and professional clients only (all distribution channels). No PRIIPs and/or UK PRIIPs key information document (KID) has been prepared as not available to retail investors in the European Economic Area or the United
Kingdom |
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Joint Book-Running Managers: |
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Goldman Sachs & Co. LLC J.P. Morgan
Securities plc |
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Merrill Lynch International Wells Fargo
Securities International Limited |
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Senior Co-Managers: |
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HSBC Securities (USA) Inc. KeyBanc Capital
Markets Inc. PNC Capital Markets LLC Société
Générale |
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Co-Managers: |
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Loop Capital Markets LLC MUFG Securities EMEA
plc RBC Europe Limited Standard Chartered Bank
U.S. Bancorp Investments, Inc. WauBank Securities
LLC |
2
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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. |
** |
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 any such trade expressly agree otherwise. Accordingly, purchasers who wish to trade the Notes on the Trade Date or any date prior to two
business days before delivery of the notes will be required, by virtue of the fact that the Notes initially will not settle in T+2, to specify an alternative settlement cycle at the time of any such trade to prevent a failed settlement and should
consult their own advisor. |
The issuer has filed a registration statement (including a prospectus and a prospectus supplement) with
the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus and the prospectus supplement in that registration statement 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, you may request these documents by contacting Timkens Investor Relations team at 234-262-2310 or investors@timken.com.
3
Timken (NYSE:TKR)
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から 11 2024 まで 12 2024
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過去 株価チャート
から 12 2023 まで 12 2024