Form FWP - Filing under Securities Act Rules 163/433 of free writing prospectuses
08 May 2024 - 7:24AM
Edgar (US Regulatory)
Filed pursuant to Rule 433
Registration No. 333-277032
Issuer Free Writing Prospectus dated May 7, 2024
Relating to Preliminary Prospectus Supplement dated May 7, 2024
Mastercard Incorporated
$1,000,000,000 4.875% Notes due 2034
Pricing Term Sheet
May
7, 2024
The information in this pricing term sheet supplements Mastercard Incorporated’s preliminary prospectus supplement, dated May 7, 2024
(the “Preliminary Prospectus Supplement”), and supersedes the information in the Preliminary Prospectus Supplement to the extent inconsistent with the information in the Preliminary Prospectus Supplement. In all other respects, this
pricing term sheet is qualified in its entirety by reference to the Preliminary Prospectus Supplement. Terms used herein but not defined herein shall have the respective meanings as set forth in the Preliminary Prospectus Supplement.
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| Issuer: |
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Mastercard Incorporated |
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| Security Title: |
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4.875% Notes due 2034 |
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| Offering Format: |
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SEC Registered |
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| Size: |
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$1,000,000,000 |
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| Maturity Date: |
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May 9, 2034 |
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| Coupon: |
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4.875% |
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| Interest Payment Dates: |
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Semi-annually on May 9 and November 9 of each year, commencing November 9, 2024 |
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| Price to Public: |
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98.940% |
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| Benchmark Treasury: |
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UST 4.000% due February 15, 2034 |
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| Benchmark Treasury Price and Yield: |
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96-12; 4.461% |
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| Spread to Benchmark Treasury: |
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+ 55 basis points |
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| Reoffer Yield: |
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5.011% |
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| Optional Redemption: |
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| Make-Whole Call: |
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+ 10 basis points prior to February 9, 2034 |
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| Par Call: |
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On or after February 9, 2034 (three months prior to the maturity date of the Notes) |
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| CUSIP / ISIN: |
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57636Q AZ7 / US57636QAZ72 |
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| Denominations: |
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$2,000 and integral multiples of $1,000 in excess thereof |
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| Trade Date: |
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May 7, 2024 |
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| Expected Settlement Date: |
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May 9, 2024 (T+2) |
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| Joint Book-Running Managers: |
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Citigroup Global Markets Inc. Deutsche Bank
Securities Inc. MUFG Securities Americas Inc. Santander US
Capital Markets LLC U.S. Bancorp Investments, Inc. |
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Barclays Capital Inc. Wells Fargo Securities,
LLC Morgan Stanley & Co. LLC Mizuho Securities USA
LLC HSBC Securities (USA) Inc. NatWest Markets Securities
Inc. SG Americas Securities, LLC |
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| Senior Co-Managers: |
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Loop Capital Markets LLC ICBC Standard Bank
Plc BMO Capital Markets Corp. Commonwealth Bank of
Australia |
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| Co-Managers: |
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Academy Securities, Inc. Blaylock Van, LLC
Samuel A. Ramirez & Company, Inc. R. Seelaus &
Co., LLC |
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, the issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus if you request it by calling (i) Citigroup
Global Markets Inc. at 1-800-831-9146, (ii) Deutsche Bank Securities Inc. at 1-800-503-4611, (iii) MUFG Securities Americas Inc. at 1-877- 649-6848, (iv) Santander US Capital Markets LLC at facsimile 1-212-407-0930 or e-mail: DCMAmericas@santander.us or (v) U.S. Bancorp Investments, Inc. at 1-877-558-2607.
Any disclaimer or other notice that may appear below is not applicable to this communication and should be disregarded. Such disclaimer or notice
was automatically generated as a result of this communication being sent by Bloomberg or another email system.
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