Filed pursuant to Rule 433
Registration Statement No. 333-238010
June 9, 2020
Pricing Term Sheet
Mohawk Capital Finance S.A.
500,000,000 1.750% Senior Notes due 2027
|Issuer||Mohawk Capital Finance S.A.|
|Guarantor||Mohawk Industries, Inc.|
|Issue of Notes||1.750% Senior Notes due 2027|
|Guarantor Ratings*||Baa1 / BBB+ / BBB+ (Moodys / S&P / Fitch)|
|Expected Ratings of Notes*||Baa1 / BBB+ / BBB+ (Moodys / S&P / Fitch)|
|Offering Format||SEC Registered|
|Denominations||100,000 and integral multiples of 100,000 in excess thereof|
|Trade Date||June 9, 2020|
|Issue Date**||June 12, 2020 (T+3)|
|Maturity Date||June 12, 2027|
|Interest Payment Dates||Annually on June 12 of each year, commencing June 12, 2021|
|Interest Rate||1.750% per annum|
|Public Offering Price||99.889%|
|Yield to Maturity||1.767%|
|Benchmark Bund||DBR 0.25% due February 15, 2027|
|Spread to Benchmark Bund||+227.7 bps|
|Benchmark Bund Price||105.180%|
|Spread to Mid-Swap Yield:||+195 bps|
|Make-whole Call||Bund +35 bps (at any time prior to April 12, 2027)|
|Par Call||At any time on or after April 12, 2027|
|ISIN / Common Code||XS2177443343 / 217744334|
|Day Count Convention||Actual / Actual (ICMA)|
|Listing||Application has been made to list the notes on the Euro MTF Market of the Luxembourg Stock Exchange|
|Target Market||Manufacturer target market (MiFID II 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 in EEA or the United Kingdom|
|New Safekeeping Structure||Yes, and the notes are intended to be held in a manner that would allow eligibility as collateral for Eurosystem intra-day credit and monetary policy operations|
|Joint Book-Running Managers|| |
J.P. Morgan Securities plc
Merrill Lynch International
Mizuho International plc
PNC Capital Markets LLC
Wells Fargo Securities, LLC
UniCredit Bank AG
Barclays Bank PLC
U.S. Bancorp Investments, Inc.
SunTrust Robinson Humphrey, Inc.
Goldman Sachs & Co. LLC
KBC Bank NV
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. Each of Moodys, Fitch and S&P is established in the European Union and is registered under Regulation (EC) no 1060/2009 (the CRA Regulation). As such, each of the rating agencies is included in the list of credit rating agencies published by the European Securities and Markets Authority on its website in accordance with the CRA Regulation as of the date of this pricing term sheet.
We expect that delivery of the notes will be made against payment therefor on or about the closing date which will be on or about the third business day following the date of pricing of the notes (this settlement cycle being referred to as T+3). Under Rule 15c6-l of the Exchange Act, trades in the secondary market are generally 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 two business days before the date of delivery will be required, by virtue of the fact that the notes initially will settle in T+3, 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) 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, BNP Paribas, J.P. Morgan Securities plc and Merrill Lynch International can arrange to send you the prospectus if you request it by calling BNP Paribas toll-free at 1-800-854-5674, J.P. Morgan Securities plc toll-free at +44-207-134-2468 or Merrill Lynch International toll free at 1-800-294-1322.
This pricing term sheet supplements the preliminary prospectus supplement issued by Mohawk Capital Finance S.A. dated June 9, 2020.