Filed pursuant to Rule 433
Registration No. 333-204959
Issuer Free Writing Prospectus dated November 23, 2015
Relating to Preliminary Prospectus Supplement dated November 23, 2015
MasterCard Incorporated
€1,650,000,000
€700,000,000 1.100% Notes due 2022
€800,000,000 2.100% Notes due 2027
€150,000,000 2.500% Notes due 2030
Pricing Term Sheet
November 23, 2015
| Issuer: |
MasterCard Incorporated | |||||
| Security: |
1.100% Notes due 2022 | 2.100% Notes due 2027 | 2.500% Notes due 2030 | |||
| Format: |
SEC Registered | |||||
| Expected Ratings*: |
Moody’s: A2 (Stable) / S&P: A (Stable) | |||||
| Size: |
€700,000,000 | €800,000,000 | €150,000,000 | |||
| Maturity Date: |
December 1, 2022 | December 1, 2027 | December 1, 2030 | |||
| Coupon: |
1.100% | 2.100% | 2.500% | |||
| Interest Payment Dates: |
Annually on December 1 of each year, commencing December 1, 2016 | Annually on December 1 of each year, commencing December 1, 2016 | Annually on December 1 of each year, commencing December 1, 2016 | |||
| Price to Public: |
99.459% | 99.622% | 99.740% | |||
| Benchmark Bund: |
1.500% due September 4, 2022 | 1.000% due August 15, 2025 | 6.250% due January 4, 2030 | |||
| Benchmark Bund Price and Yield: |
109.63 / 0.075% | 104.30 / 0.545% | 172.49 / 0.797% | |||
| Spread to Benchmark Bund: |
+110.6 basis points | +159.1 basis points | +172.4 basis points | |||
| Yield to Maturity: |
1.181% | 2.136% | 2.521% | |||
| Spread to Mid Swaps: |
+70 basis points | +107 basis points | +125 basis points | |||
| Mid Swaps Yield: |
0.481% | 1.066% | 1.271% | |||
| Net Proceeds (after discount but before expenses): |
692,888,000 | 792,576,000 | 148,822,500 | |||
| Optional Redemption: |
||||||
| Make-Whole Call: |
+20 bp prior to September 1, 2022 | +25 bp prior to September 1, 2027 | +30 bp prior to September 1, 2030 | |||
| Par Call: |
On or after September 1, 2022 | On or after September 1, 2027 | On or after September 1, 2030 | |||
| ISIN / Common Code: |
XS1327027998 / 132702799 | XS1327028459 / 132702845 | XS1327055932 / 132705593 | |||
| Denominations: |
€100,000 and integral multiples of €1,000 in excess thereof | |||||
| Day Count Convention: |
Actual / Actual (ICMA) | |||||
| Trade Date: |
November 23, 2015 | |||||
| Expected Settlement Date: |
December 1, 2015 (T+6) | |||||
| Listing: |
Application will be made to list the notes on the New York Stock Exchange | |||||
| Stabilization: |
Stabilization/FCA | |||||
| Joint Book-Runners: | Barclays Bank PLC, Citigroup Global Markets Limited, Deutsche Bank AG, London Branch, Merrill Lynch International, Goldman, Sachs & Co., J.P. Morgan Securities plc, Lloyds Bank plc, Mitsubishi UFJ Securities International plc, Mizuho International plc, The Royal Bank of Scotland plc and U.S. Bancorp Investments, Inc. | |||||
| Senior Co-Managers: | Banco Santander, S.A., Bank of Montreal, London Branch, Commerzbank Aktiengesellschaft, HSBC Bank plc, Loop Capital Markets LLC, PNC Capital Markets LLC and Standard Chartered Bank | |||||
| Co-Managers: | Academy Securities, Inc., Blaylock Beal Van, LLC, Cabrera Capital Markets, LLC, Great Pacific Securities and Siebert Brandford Shank & Co., L.L.C. | |||||
| * | 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) 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 Barclays Bank PLC toll-free at 1-888-603-5847, Citigroup Global Markets Limited toll-free at 1-800-831-9146, Deutsche Bank AG, London Branch toll free at 1-800-503-4611 and Merrill Lynch International at 1-800-294-1322 or Dg.prospectus_requests@baml.com.
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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