FWP 1 d52491dfwp.htm FREE WRITING PROSPECTUS FREE WRITING PROSPECTUS

Filed Pursuant to Rule 433
Registration No. 333-228913

Pricing Term Sheet – Reopening of 1.474% Senior Notes due 2025

 

Issuer:    Sumitomo Mitsui Financial Group, Inc. (“SMFG”)
Securities Offered:    U.S.$850,000,000 aggregate principal amount of 1.474% senior notes due 2025 (the “Notes”)
Further Issue:    The Notes will be a further issuance of, and will be consolidated and form a single series with, the 1.474% senior notes due 2025 issued on July 8, 2020 by SMFG.
Total Amount Outstanding
After Reopening:
   U.S.$2,350,000,000
Offer and Sale:    SEC registered
Expected Security Ratings:    A1 (Moody’s) / A- (S&P)
Denomination:    U.S.$200,000 and integral multiples of U.S.$1,000 in excess thereof
Offering Price:    102.160% of the principal amount, plus the amount equal to accrued interest in respect of the period from (and including) July 8, 2020 to (but excluding) September 23, 2020. The amount of accrued interest on September 23, 2020 will be U.S.$3.07 per U.S.$1,000 principal amount of the Notes.
Pricing Date:    September 14, 2020
Settlement Date:    September 23, 2020
Maturity Date:    July 8, 2025
Redemption:    The Notes will only be redeemable at SMFG’s option, subject to prior confirmation of the Financial Services Agency of Japan (if such confirmation is required under applicable Japanese laws or regulations then in effect), upon the occurrence of certain changes in tax law, as set forth in the Preliminary Prospectus Supplement.
Ranking of the Notes:    The Notes will constitute direct, unconditional, unsecured and unsubordinated general obligations of SMFG and will at all times rank pari passu without any preference among themselves and with all other unsecured obligations of SMFG, other than subordinated obligations of SMFG and except for statutorily preferred obligations.
Coupon Payment Dates:    Payable semiannually in arrears on January 8 and July 8 of each year beginning on January 8, 2021. Such semiannual interest will amount to U.S.$7.37 per U.S.$1,000 in nominal amount of the Notes for each interest payment date.
Spread to Benchmark:    T+75 bps
Yield to Maturity:    1.011%
Coupon:    1.474%
Day Count Basis:    30/360, unadjusted
Business Day:    New York, London and Tokyo
Use of Proceeds:    SMFG intends to use the net proceeds of the offering to extend unsecured loans, intended to qualify as internal TLAC, to Sumitomo Mitsui Banking Corporation (“SMBC”) and SMBC intends to use the proceeds of the loans for general corporate purposes.
Listing:    Luxembourg Stock Exchange’s Euro MTF Market


Settlement:    DTC, Euroclear and Clearstream
CUSIP:    86562M CA6
ISIN:    US86562MCA62
Common Code:    219791186
Legal Entity Identifier:    35380028MYWPB6AUO129
Sole Bookrunner:    SMBC Nikko Securities America, Inc.
Stabilization Manager:    SMBC Nikko Securities America, Inc.
Trustee, Paying Agent,
Transfer Agent and
Registrar:
   The Bank of New York Mellon

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) and a preliminary prospectus supplement 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 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 the preliminary prospectus supplement if you request it by calling SMBC Nikko Securities America, Inc. toll-free at 1-888-868-6856 or by calling SMFG’s investor relations department at 81-3-3282-8111.

No PRIIPs KID - No PRIIPs key information document (KID) has been prepared as not available to retail in EEA or U.K. See “PROHIBITION OF SALES TO EEA AND U.K. RETAIL INVESTORS” in the preliminary prospectus supplement dated September 14, 2020.

This notice does not constitute an offer to sell or a solicitation of an offer to buy or an advertisement in respect of Notes in any jurisdiction in Canada where such offer or solicitation or advertisement would be unlawful. The Notes will be offered only to purchasers purchasing, or deemed to be purchasing, as principal that are both “accredited investors” as defined in National Instrument 45-106 Prospectus Exemptions or Section 73.3(1) of the Securities Act (Ontario) and “permitted clients” as defined in National Instrument 31-103 Registration Requirements, Exemptions and Ongoing Registrant Obligations.

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