Filed Pursuant to Rule 433
Registration Number 333-190160
1,000,000,000 0.500% Notes Due 2021
750,000,000 1.125% Notes Due 2024
500,000,000 1.750% Notes Due 2028
International Business Machines Corporation
February 29, 2016
Pricing Term Sheet
Issuer |
|
International Business Machines Corporation | ||||
Issuer Ratings* |
|
Aa3/AA-/A+ (Moodys/S&P/Fitch) | ||||
Format |
|
SEC Registered | ||||
Form |
|
Registered Form | ||||
Trade Date |
|
February 29, 2016 | ||||
Settlement Date** |
|
March 7, 2016 (T+5) | ||||
Listing |
|
Application will be made to list the Notes on the New York Stock Exchange | ||||
Bookrunners |
|
Deutsche Bank AG, London Branch, Goldman, Sachs & Co., Merrill Lynch International, Société Générale and UniCredit Bank AG | ||||
Co-Managers |
|
ING Bank N.V. Belgian Branch and TD Securities (USA) LLC | ||||
|
|
2021 Notes |
|
2024 Notes |
|
2028 Notes |
Size |
|
1,000,000,000 |
|
750,000,000 |
|
500,000,000 |
Maturity |
|
September 7, 2021 |
|
September 6, 2024 |
|
March 7, 2028 |
Interest Payment Date |
|
September 7 of each year |
|
September 6 of each year |
|
March 7 of each year |
First Payment Date |
|
September 7, 2016 |
|
September 6, 2016 |
|
March 7, 2017 |
Benchmark Bund |
|
OBL 0.000% due April 9, 2021 |
|
DBR 1.000% due August 15, 2024 |
|
DBR 0.500% due February 15, 2026 |
Benchmark Bund Yield |
|
-0.403% |
|
-0.094% |
|
0.107% |
Spread to Benchmark Bund |
|
+102.6 bps |
|
+129.4 bps |
|
+175 bps |
Mid Swaps Yield |
|
0.023% |
|
0.350% |
|
0.657% |
Spread to Mid Swaps |
|
+60 bps |
|
+85 bps |
|
+120 bps |
Yield to Maturity |
|
0.623% |
|
1.200% |
|
1.857% |
Coupon |
|
0.500% (payable annually) |
|
1.125% (payable annually) |
|
1.750% (payable annually) |
Make-Whole Call |
|
|
|
|
|
|
Reference Bund |
|
OBL 0.000% due April 9, 2021 |
|
DBR 1.000% due August 15, 2024 |
|
DBR 0.500% due February 15, 2026 |
Spread to Reference Bund |
|
+15 bps |
|
+20 bps |
|
+30 bps |
Price to Public |
|
99.337% |
|
99.399% |
|
98.858% |
Underwriting Discount |
|
0.250% |
|
0.325% |
|
0.425% |
Price to Issuer |
|
99.087% |
|
99.074% |
|
98.433% |
Day Count |
|
Actual / Actual (ICMA) |
|
Actual / Actual (ICMA) |
|
Actual / Actual (ICMA) |
Minimum Denomination |
|
100,000 and integral multiples of 1,000 in excess thereof |
|
100,000 and integral multiples of 1,000 in excess thereof |
|
100,000 and integral multiples of 1,000 in excess thereof |
CUSIP / ISIN / Common Code |
|
459200JJ1 / XS1375841159 / 137584115 |
|
459200JK8 / XS1375841233 / 137584123 |
|
459200JL6 / XS1375955678 / 137595567 |
*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.
**We expect that delivery of the notes will be made to investors on or about March 7, 2016, which will be the fifth business day following the date of this final term sheet (such settlement being referred to as T+5). Under Rule 15c6-1 under the Securities Exchange Act of 1934, as amended, trades in the secondary market are required to settle in three business days, unless the parties to any such trade expressly agree otherwise. Accordingly, purchasers who wish to trade notes on the date of the prospectus supplement or the next succeeding business day will be required, by virtue of the fact that the notes initially settle in T+5, 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 on the date of the prospectus supplement or the next succeeding business day should consult their advisors.
The issuer has filed a registration statement (including a prospectus) with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus 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, the issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus if you request it by calling Deutsche Bank AG, London Branch, toll-free at (800) 503-4611, Goldman, Sachs & Co. at (866) 471-2526, Merrill Lynch International, toll-free at (800) 294-1322, Société Générale at +44 20 7676 7618, or UniCredit Bank AG at +49 89 378 41771.
This pricing term sheet supplements the preliminary form of prospectus supplement issued by International Business Machines Corporation on February 29, 2016 relating to its Prospectus dated July 26, 2013.