Free Writing Prospectus - Filing Under Securities Act Rules 163/433 (fwp)
August 15 2017 - 5:28PM
Edgar (US Regulatory)
Filed Pursuant to Rule
433
Registration No. 333-213943
The Western Union
Company
$250,000,000 Floating Rate
Notes due 2019
August 15, 2017
Pricing Term
Sheet
Issuer:
|
The Western Union
Company
|
|
Securities:
|
Floating Rate
Notes due 2019
|
|
Format:
|
SEC-Registered
|
|
Trade
Date:
|
August 15,
2017
|
|
Settlement
Date*:
|
August 22, 2017
(T+5)
|
|
Maturity
Date:
|
May 22,
2019
|
|
Principal
Amount:
|
$250,000,000
|
|
Price to
Public:
|
100.000%
|
|
Net Proceeds
(before expenses) to Issuer:
|
$249,375,000
|
|
Coupon (Interest
Rate):
|
Three-month LIBOR
+ 80 basis points
|
|
Interest Payment
Dates:
|
February 22, May
22, August 22 and November 22 of each year, beginning November 22,
2017
|
|
|
Change of
Control:
|
If a Change of Control Triggering Event
occurs, unless the Issuer has exercised its right to redeem the notes, the
Issuer will be required to offer to repurchase the notes at a price equal
to 101% of the aggregate principal amount of notes repurchased, plus
accrued and unpaid interest, if any, on the notes repurchased to, but not
including, the date of repurchase
|
|
|
Minimum
Denominations:
|
$2,000 and
integral multiples of $1,000 in excess
thereof
|
Day Count
Convention:
|
Actual/360
|
|
|
Business
Days:
|
New
York
|
|
|
CUSIP /
ISIN:
|
959802 AV1 /
US959802AV18
|
|
|
Use of
Proceeds:
|
The Issuer intends to use the net
proceeds from the sale of the notes for general corporate
purposes
|
|
|
Joint
Book-Running Managers:
|
Citigroup Global
Markets Inc.
|
|
|
|
U.S. Bancorp
Investments, Inc.
|
|
|
Co-Managers:
|
BNY Mellon
Capital Markets, LLC
|
|
|
|
Credit Suisse
Securities (USA) LLC
|
|
|
|
Mizuho Securities
USA LLC
|
|
|
|
Scotia Capital
(USA) Inc.
|
*The Issuer expects to deliver
the notes against payment on or about August 22, 2017, which is the fifth U.S.
business day following the date of this pricing term sheet (such settlement
being referred to as T+5). Under Rule 15c6-1 under the Securities Exchange Act
of 1934, trades in the secondary market are required to settle in three U.S.
business days, unless the parties to any such trade expressly agree otherwise.
Accordingly, purchasers who
wish to trade the notes prior to the third U.S. business day before the
settlement date 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 prior to the third U.S. business day before the settlement date
should consult their advisors.
The Issuer has filed a
registration statement (including a base prospectus and a prospectus supplement)
with the U.S. Securities and Exchange Commission (SEC) for the offering to which
this communication relates. Capitalized terms used herein and not otherwise
defined herein have the meanings specified in the prospectus supplement. Before
you invest, you should read the prospectus supplement for this offering, the
prospectus in that registration statement and any 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 searching the SEC online data
base (EDGAR) on the SEC web site at http://www.sec.gov. Alternatively, the
Issuer, any underwriter or any dealer participating in the offering will arrange
to send you the prospectus supplement and prospectus if you request it by
calling Citigroup Global Markets Inc. toll-free at 1-800-831-9146, or U.S.
Bancorp Investments, Inc. toll-free at 1-877-558-2607.
Any disclaimers or other
notices that may appear below are not applicable to this communication and
should be disregarded. Such disclaimers or other notices were automatically
generated as a result of this communication being sent via Bloomberg or another
email system.
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