Filed Pursuant to Rule
424(b)(2)
Registration No. 333-242048
PROSPECTUS SUPPLEMENT
(To prospectus dated August 7,
2020)
Mitsubishi UFJ Financial Group, Inc.
$600,000,000 Senior Callable Floating Rate Notes due February 20, 2026
$1,650,000,000 5.719% Senior Callable Fixed-to-Fixed Reset Rate Notes due February 20 , 2026
$1,000,000,000 5.422% Senior Callable Fixed-to-Fixed Reset Rate Notes due February 22 , 2029
$500,000,000 5.475% Senior Callable Fixed-to-Fixed Reset Rate Notes due February 22 , 2031
$1,250,000,000 5.441% Senior Callable Fixed-to-Fixed Reset Rate Notes due February 22 , 2034
Mitsubishi UFJ Financial Group, Inc., or MUFG, expects to issue the above-listed senior notes, or, collectively, 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 senior callable floating rate notes due February 20, 2026, or the floating rate notes, will bear interest from (and including) February 22,
2023 to (but excluding) February 20, 2026 at a floating rate, payable quarterly in arrears on February 20, May 20, August 20 and November 20 of each year, subject to adjustments, with the first interest payment to be made on May 20, 2023 (short
first coupon). The interest rate on the floating rate notes for each interest period will be a per annum rate equal to Compounded Daily SOFR (as defined below), plus 0.94%, to be determined as described under Description of the
NotesFloating Rate Notes.
The senior callable fixed-to-fixed reset rate notes due February 20, 2026, or the 3-year notes, the senior
callable fixed-to-fixed reset rate notes due February 22, 2029, or the 6-year notes, the senior callable fixed-to-fixed reset rate notes due February 22, 2031, or the 8-year notes, and the senior callable fixed-to-fixed reset rate notes due February
22, 2034, or the 11-year notes, collectively referred to as the fixed-to-fixed reset rate notes, will bear interest from (and including) February 22, 2023 to (but excluding) the applicable Reset Date, which, with respect to the 3-year notes, is
February 20 of the year immediately preceding the maturity date and, with respect to the 6-year notes, the 8-year notes and the 11-year notes, is February 22 of the year immediately preceding the applicable maturity date, at the fixed per annum
rate listed above, payable, with respect to the 3-year notes, semi-annually in arrears on February 20 and August 20 of each year, with the first interest payment to be made on August 20, 2023 (short first coupon), and, with respect to the 6-year
notes, the 8-year notes and the 11-year notes, semi-annually in arrears on February 22 and August 22 of each year, with the first interest payment to be made on August 22, 2023.
Each series of the fixed-to-fixed reset rate notes will bear interest from (and including) the applicable Reset Date to (but excluding) the applicable
maturity date at a fixed per annum rate equal to the applicable U.S. Treasury Rate (as defined below) as determined by the calculation agent on the applicable Reset Determination Date (as defined below), plus 1.08% on the 3-year notes, 1.38% on the
6-year notes, 1.53% on the 8-year notes and 1.63% on the 11-year notes, respectively, payable, with respect to the 3-year notes, semi-annually in arrears on August 20 and February 20 immediately following the
applicable Reset Date, and, with respect to the 6-year notes, the 8-year notes and the 11-year notes, semi-annually in arrears on August 22 and February 22 immediately following the applicable Reset Date.
We may at our option and in our sole discretion redeem a series of Notes in whole, but not in part, on the date that is one year prior to the maturity date
of such series of Notes at 100% of their principal amount plus any accrued and unpaid interest to (but excluding) the date of redemption, subject to certain conditions. See Description of the NotesOptional Redemption in this
prospectus supplement. In addition, we may at our option redeem a series of 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 but will be structurally subordinated to the liabilities of MUFGs subsidiaries. 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 prospectuses for securities dated July 16, 2019. This prospectus supplement and the accompanying prospectus do not constitute a
prospectus for the purposes of Regulation (EU) 2017/1129 (the Prospectus Regulation) or the Prospectus Regulation as it forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018 (the UK 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 Floating Rate Note due 2026 |
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100.000 |
% |
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0.200 |
% |
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99.800 |
% |
Total Floating rate Notes due 2026 |
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$ |
600,000,000 |
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$ |
1,200,000 |
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$ |
598,800,000 |
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Per 3-year Note due 2026 |
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100.000 |
% |
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0.200 |
% |
|
|
99.800 |
% |
Total 3-year Notes due 2026 |
|
$ |
1,650,000,000 |
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$ |
3,300,000 |
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$ |
1,646,700,000 |
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Per 6-year Note due 2029 |
|
|
100.000 |
% |
|
|
0.350 |
% |
|
|
99.650 |
% |
Total 6-year Notes due 2029 |
|
$ |
1,000,000,000 |
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$ |
3,500,000 |
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$ |
996,500,000 |
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Per 8-year Note due 2031 |
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100.000 |
% |
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0.400 |
% |
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|
99.600 |
% |
Total 8-year Notes due 2031 |
|
$ |
500,000,000 |
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$ |
2,000,000 |
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$ |
498,000,000 |
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Per 11-year Note due 2034 |
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100.000 |
% |
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0.450 |
% |
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99.550 |
% |
Total 11-year Notes due 2034 |
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$ |
1,250,000,000 |
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$ |
5,625,000 |
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$ |
1,244,375,000 |
|
(1) |
Plus accrued interest, if any, after February 22, 2023. |
(2) |
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 February 22, 2023.
Joint Lead
Managers and Joint Bookrunners
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BNP PARIBAS (3-year floating rate
notes) |
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Barclays
(3-year fixed-to-fixed reset rate notes) |
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BofA Securities
(6-year notes) |
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Citigroup
(8-year notes) |
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J.P. Morgan
(11-year notes) |
Senior Co-Managers
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Barclays |
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BofA Securities |
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Citigroup |
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J.P. Morgan |
(3-year floating rate notes, 6-year notes, 8-year notes and 11-year notes) |
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(3-year floating rate notes, 3-year fixed-to-fixed reset rate notes, 8-year notes and 11-year notes) |
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(3-year floating rate notes, 3-year fixed-to-fixed reset rate notes, 6-year notes and 11-year notes) |
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(3-year floating rate notes, 3-year fixed-to-fixed reset rate notes, 6-year notes and 8-year notes) |
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Co-Managers
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TD Securities
Crédit Agricole CIB |
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BNP PARIBAS
Natixis |
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HSBC
Société Générale Corporate & Investment Banking |
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Nomura |
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Wells Fargo Securities |
The date of this prospectus supplement is February 15, 2023