0001193125-21-272189.txt : 20210914 0001193125-21-272189.hdr.sgml : 20210914 20210914071852 ACCESSION NUMBER: 0001193125-21-272189 CONFORMED SUBMISSION TYPE: FWP PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20210914 DATE AS OF CHANGE: 20210914 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: SUMITOMO MITSUI FINANCIAL GROUP, INC. CENTRAL INDEX KEY: 0001022837 STANDARD INDUSTRIAL CLASSIFICATION: COMMERCIAL BANKS, NEC [6029] IRS NUMBER: 000000000 STATE OF INCORPORATION: M0 FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: FWP SEC ACT: 1934 Act SEC FILE NUMBER: 333-228913 FILM NUMBER: 211251223 BUSINESS ADDRESS: STREET 1: 1-2, MARUNOUCHI 1-CHOME STREET 2: CHIYODA-KU CITY: TOKYO STATE: M0 ZIP: 100-0005 BUSINESS PHONE: 81-3-3282-8111 MAIL ADDRESS: STREET 1: 1-2, MARUNOUCHI 1-CHOME STREET 2: CHIYODA-KU CITY: TOKYO STATE: M0 ZIP: 100-0005 FORMER COMPANY: FORMER CONFORMED NAME: SUMITOMO MITSUI FINANCIAL GROUP/FI DATE OF NAME CHANGE: 20021226 FORMER COMPANY: FORMER CONFORMED NAME: SUMITOMO BANK LTD TOKYO /FI DATE OF NAME CHANGE: 19960913 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: SUMITOMO MITSUI FINANCIAL GROUP, INC. CENTRAL INDEX KEY: 0001022837 STANDARD INDUSTRIAL CLASSIFICATION: COMMERCIAL BANKS, NEC [6029] IRS NUMBER: 000000000 STATE OF INCORPORATION: M0 FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: FWP BUSINESS ADDRESS: STREET 1: 1-2, MARUNOUCHI 1-CHOME STREET 2: CHIYODA-KU CITY: TOKYO STATE: M0 ZIP: 100-0005 BUSINESS PHONE: 81-3-3282-8111 MAIL ADDRESS: STREET 1: 1-2, MARUNOUCHI 1-CHOME STREET 2: CHIYODA-KU CITY: TOKYO STATE: M0 ZIP: 100-0005 FORMER COMPANY: FORMER CONFORMED NAME: SUMITOMO MITSUI FINANCIAL GROUP/FI DATE OF NAME CHANGE: 20021226 FORMER COMPANY: FORMER CONFORMED NAME: SUMITOMO BANK LTD TOKYO /FI DATE OF NAME CHANGE: 19960913 FWP 1 d221853dfwp.htm FREE WRITING PROSPECTUS FREE WRITING PROSPECTUS

Filed Pursuant to Rule 433
Registration No. 333-228913

Pricing Term Sheet – 1.402% Senior Notes due 2026

 

Issuer:    Sumitomo Mitsui Financial Group, Inc. (“SMFG”)
Securities Offered:    U.S.$2,000,000,000 aggregate principal amount of 1.402% senior notes due 2026 (the “Notes”)
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:    100.000%
Pricing Date:    September 13, 2021
Settlement Date:    September 17, 2021
Maturity Date:    September 17, 2026
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 dated September 13, 2021
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 March 17 and September 17 of each year beginning on March 17, 2022. Such semiannual interest will amount to U.S.$7.01 per U.S.$1,000 in nominal amount of the Notes for each interest payment date
Spread to Benchmark:    T+60 bps
Coupon:    1.402%
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 CH1
ISIN:    US86562MCH16
Common Code:    238726336
Legal Entity Identifier:    35380028MYWPB6AUO129
Joint Lead Managers and
Joint Bookrunners:		   

SMBC Nikko Securities America, Inc.

Goldman Sachs & Co. LLC

BofA Securities, Inc.

J.P. Morgan Securities LLC

Co-Managers*:

   

Barclays Capital Inc.

Citigroup Global Markets

Nomura Securities International, Inc.

China Construction Bank (Asia) Corporation Limited

Daiwa Capital Markets America Inc.

HSBC Securities (USA) Inc.

Société Générale

TD Securities (USA) LLC

Stabilization Manager:    SMBC Nikko Securities America, Inc.
Trustee, Paying Agent,
Transfer Agent and
Registrar:		    The Bank of New York Mellon

* One or more of the underwriters may not be U.S.-registered broker-dealers. All sales of securities in the United States will be made by or through U.S.-registered broker-dealers, which may include affiliates of one or more of the underwriters.

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, Goldman Sachs & Co. LLC at 1-212-902-1171 (Prospectus Department), BofA Securities, Inc. toll-free at 1-800-294-1322, J.P. Morgan Securities LLC collect at 1-212-834-4533 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 RETAIL INVESTORS” and “PROHIBITION OF SALES TO U.K. RETAIL INVESTORS” in the preliminary prospectus supplement dated September 13, 2021.

This communication is intended for the sole use of the person to whom it is provided by us.

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.

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.

Pricing Term Sheet – 1.902% Senior Notes due 2028

 

Issuer:    Sumitomo Mitsui Financial Group, Inc. (“SMFG”)
Securities Offered:    U.S.$2,000,000,000 aggregate principal amount of 1.902% senior notes due 2028 (the “Notes”)
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:    100.000%
Pricing Date:    September 13, 2021
Settlement Date:    September 17, 2021
Maturity Date:    September 17, 2028
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 dated September 13, 2021
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 March 17 and September 17 of each year beginning on March 17, 2022. Such semiannual interest will amount to U.S.$9.51 per U.S.$1,000 in nominal amount of the Notes for each interest payment date
Spread to Benchmark:    T+80 bps
Coupon:    1.902%
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 CG3
ISIN:    US86562MCG33
Common Code:    238726328
Legal Entity Identifier:    35380028MYWPB6AUO129
Joint Lead Managers and
Joint Bookrunners:		   

SMBC Nikko Securities America, Inc.

Goldman Sachs & Co. LLC

BofA Securities, Inc.

J.P. Morgan Securities LLC

Co-Managers*:   

Barclays Capital Inc.

Citigroup Global Markets

Nomura Securities International, Inc.

China Construction Bank (Asia) Corporation Limited

Daiwa Capital Markets America Inc.

HSBC Securities (USA) Inc.

Société Générale

TD Securities (USA) LLC

Stabilization Manager:    SMBC Nikko Securities America, Inc.
Trustee, Paying Agent,
Transfer Agent and
Registrar:		    The Bank of New York Mellon

* One or more of the underwriters may not be U.S.-registered broker-dealers. All sales of securities in the United States will be made by or through U.S.-registered broker-dealers, which may include affiliates of one or more of the underwriters.

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, Goldman Sachs & Co. LLC at 1-212-902-1171 (Prospectus Department), BofA Securities, Inc. toll-free at 1-800-294-1322, J.P. Morgan Securities LLC collect at 1-212-834-4533 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 RETAIL INVESTORS” and “PROHIBITION OF SALES TO U.K. RETAIL INVESTORS” in the preliminary prospectus supplement dated September 13, 2021.

This communication is intended for the sole use of the person to whom it is provided by us.

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.

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.

Pricing Term Sheet – 2.222% Senior Notes due 2031

 

Issuer:    Sumitomo Mitsui Financial Group, Inc. (“SMFG”)
Securities Offered:    U.S.$1,000,000,000 aggregate principal amount of 2.222% senior notes due 2031 (the “Notes”)
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:    100.000%
Pricing Date:    September 13, 2021
Settlement Date:    September 17, 2021
Maturity Date:    September 17, 2031
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 dated September 13, 2021
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 March 17 and September 17 of each year beginning on March 17, 2022. Such semiannual interest will amount to U.S.$11.11 per U.S.$1,000 in nominal amount of the Notes for each interest payment date
Spread to Benchmark:    T+90 bps
Coupon:    2.222%
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 CJ7
ISIN:    US86562MCJ71
Common Code:    238726425
Legal Entity Identifier:    35380028MYWPB6AUO129
Joint Lead Managers and
Joint Bookrunners:		   

SMBC Nikko Securities America, Inc.

Goldman Sachs & Co. LLC

BofA Securities, Inc.

J.P. Morgan Securities LLC

Co-Managers*:   

Barclays Capital Inc.

Citigroup Global Markets

Nomura Securities International, Inc.

China Construction Bank (Asia) Corporation Limited

Daiwa Capital Markets America Inc.

HSBC Securities (USA) Inc.

Société Générale

TD Securities (USA) LLC

Stabilization Manager:    SMBC Nikko Securities America, Inc.
Trustee, Paying Agent,
Transfer Agent and
Registrar:		    The Bank of New York Mellon

* One or more of the underwriters may not be U.S.-registered broker-dealers. All sales of securities in the United States will be made by or through U.S.-registered broker-dealers, which may include affiliates of one or more of the underwriters.

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, Goldman Sachs & Co. LLC at 1-212-902-1171 (Prospectus Department), BofA Securities, Inc. toll-free at 1-800-294-1322, J.P. Morgan Securities LLC collect at 1-212-834-4533 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 RETAIL INVESTORS” and “PROHIBITION OF SALES TO U.K. RETAIL INVESTORS” in the preliminary prospectus supplement dated September 13, 2021.

This communication is intended for the sole use of the person to whom it is provided by us.

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.

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.