Filed Pursuant to Rule 424(b)(2)
Registration No. 333-242048
PROSPECTUS
SUPPLEMENT
(To prospectus dated August 7, 2020)
Mitsubishi UFJ Financial Group, Inc.
$1,500,000,000 0.848% Senior Callable Fixed-to-Fixed Reset Rate Notes due September 15, 2024
Mitsubishi UFJ Financial Group, Inc., or MUFG, expects to issue the above-listed senior notes, or the Notes, pursuant to a senior indenture, dated March 1,
2016, or the Indenture. MUFG Securities Americas Inc. and other broker-dealers may use this prospectus supplement and the accompanying prospectus in connection with market-making transactions in the Notes after their initial sale.
The Notes will bear interest from (and including) September 15, 2020 to (but excluding) September 15, 2023 (the Reset Date) at the fixed per
annum rate listed above, payable semi-annually in arrears on March 15 and September 15 of each year, with the first interest payment to be made on March 15, 2021. From (and including) the Reset Date to (but excluding) the maturity date, the
Notes will bear interest at a fixed per annum rate equal to the applicable U.S. Treasury Rate (as defined below) as determined by the Calculation Agent (as defined below) on the Reset Determination Date (as defined below), plus 0.68%, payable semi-annually in arrears on March 15, 2024 and September 15, 2024.
We may at our option and in our sole discretion
redeem the Notes in whole, but not in part, on September 15, 2023 at 100% of their principal amount plus any accrued and unpaid interest to (but excluding) September 15, 2023, subject to certain conditions. See Description of the
Notes in this prospectus supplement. In addition, we may at our option redeem the Notes in whole, but not in part, at 100% of their principal amount plus any accrued and unpaid interest to (but excluding) the date of redemption upon the
occurrence of certain tax events, subject to certain conditions. See Description of Senior Debt SecuritiesOptional Tax Redemption in the accompanying prospectus.
The Notes are intended to qualify as external total loss-absorbing capacity, or External TLAC, debt under the Japanese TLAC Standard (as defined below). The
Notes will be our senior unsecured obligations and will rank senior to all of our existing and future subordinated debt, will rank equally in right of payment with all of our existing and future unsecured and unsubordinated debt (except for
statutorily preferred exceptions) and will be effectively subordinated to any secured indebtedness we incur, to the extent of the value of the assets securing the same. The Notes will be structurally subordinated to the liabilities of MUFG s
subsidiaries, including the Bank, the Trust Bank, the Securities HD and MUMSS (each as defined in this prospectus supplement). The Notes may become subject to loss absorption if MUFG becomes subject to orderly resolution measures under the Deposit
Insurance Act of Japan and Japanese insolvency laws. As a result, the value of the Notes could be materially adversely affected, and you may lose all or a portion of your investments. See Risk Factors and Description of Senior Debt
Securities in the accompanying prospectus.
We have made an application to the Luxembourg Stock Exchange to list the Notes on the official list
of the Luxembourg Stock Exchange and for the Notes to be admitted to trading on the Luxembourg Stock Exchanges Euro MTF Market. The Luxembourg Stock Exchanges Euro MTF Market is not a regulated market for the purposes of Directive
2014/65/EU. This prospectus supplement with the accompanying prospectus constitutes the listing prospectus for purposes of Part IV of the Luxembourg law on prospectus for securities dated July 16, 2019. This prospectus supplement and the
accompanying prospectus may be used only for the purposes for which it has been published, and does not constitute a prospectus for the purposes of the Prospectus Regulation (EU) 2017/1129 (the Prospectus Regulation).
Investing in the Notes involves risks. See Risk Factors beginning on page SP-1 of this prospectus supplement and
page 6 of the accompanying prospectus and as incorporated by reference herein from our most recent annual report on Form 20-F.
Neither the U.S. Securities and
Exchange Commission, or the SEC, nor any state securities regulators has approved or disapproved of these securities or determined if this prospectus supplement or the accompanying prospectus is truthful or complete. Any representation to the
contrary is a criminal offense.
These securities are not deposits or savings accounts. These securities are not insured by the U.S. Federal
Deposit Insurance Corporation, or the FDIC, or any other governmental agency or instrumentality.
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Price to Public(1)
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Underwriting Discounts
and Commissions(2)
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Proceeds to us
(before
expenses)(1)
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Per Note due 2024
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100.000
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%
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0.250
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%
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99.750
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%
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Total Notes due 2024
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$
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1,500,000,000
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$
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3,750,000
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$
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1,496,250,000
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(1)
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Plus accrued interest, if any, after September 15, 2020.
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(2)
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For additional underwriting compensation information, see Underwriting (Conflicts of Interest).
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The Notes are expected to be delivered to purchasers in book-entry form only through the facilities of The Depository Trust
Company, or DTC, for the accounts of its participants, including Euroclear Bank SA/NV, or Euroclear, and Clearstream Banking S.A., or Clearstream, Luxembourg, on or about September 15, 2020.
Joint Lead Managers and Joint Bookrunners
J.P. Morgan
Senior Co-Managers
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Barclays
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BofA Securities
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CITIGROUP
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Co-Managers
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BNP PARIBAS
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Wells Fargo Securities
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Bank of China
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Crédit Agricole CIB
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HSBC
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Natixis
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Nomura
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Société Générale Corporate
& Investment Banking
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Drexel Hamilton
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Ramirez & Co., Inc.
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R. Seelaus & Co., LLC
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Siebert Williams Shank
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The date of this prospectus supplement is September 8, 2020