Free Writing Prospectus - Filing Under Securities Act Rules 163/433 (fwp)
08 Décembre 2015 - 11:28PM
Edgar (US Regulatory)
Final Term Sheet
Filed Pursuant to Rule 433
Registration Statement
No. 333-192369
December 8, 2015
United Parcel Service, Inc.
Floating Rate Notes
FINAL TERM
SHEET
Security Offered: |
Floating Rate Notes (the Notes) |
Issuer: |
United Parcel Service, Inc. (the Company) |
Principal Amount: |
$39,582,000 |
Trade Date: |
December 8, 2015 |
Settlement Date: |
December 15, 2015 (T+5) |
Maturity: |
September 15, 2065 |
Net Proceeds to Company: |
$39,186,180 |
Base Rate: |
LIBOR (Reuters Page LIBOR01) |
Designated LIBOR Currency: |
U.S. Dollars |
Interest Reset Dates: |
March 15, June 15, September 15, and December 15 of each year |
Interest Determination Dates: |
Quarterly, two London Banking Days prior to each Interest Reset Date |
Interest Rate Reset Period: |
Quarterly |
Record Dates: |
March 1, June 1, September 1 and December 1, of each year, commencing on March 1, 2016 |
Interest Payment Dates: |
March 15, June 15, September 15, and December 15 of each year, commencing on March 15, 2016 |
Maximum Interest Rate: |
N/A |
Minimum Interest Rate: |
0.00% |
Minimum Denominations: |
The Notes will be issued in denominations of $1,000 and in integral multiples of $1,000 |
CUSIP/ISIN: |
911312 AT3 / US911312AT32 |
Put Provision: |
The Notes will be repayable at the option of the holder on at least 30 days notice on the following days and at the following prices: |
|
September 15, 2016 98.00% |
|
September 15, 2017 98.00% |
|
September 15, 2018 98.00% |
|
September 15, 2019 98.00% |
|
September 15, 2020 98.00% |
|
September 15, 2021 99.00% |
|
September 15, 2022 99.00% |
|
September 15, 2023 99.00% |
|
September 15, 2024 99.00% |
|
September 15, 2025 99.00% |
|
September 15, 2026 100.00% |
and each third anniversary
thereafter to September 15, 2062
Call Provision: |
The Notes may be redeemed at any time, at the option of the Company, in whole or in part, in amounts of $1,000 or any multiple of $1,000 at the following redemption prices, if redeemed during the 12 month period beginning on September 15 of
any of the following years: |
|
September 15, 2045 105.00% |
|
September 15, 2046 104.50% |
|
September 15, 2047 104.00% |
|
September 15, 2048 103.50% |
|
September 15, 2049 103.00% |
|
September 15, 2050 102.50% |
|
September 15, 2051 102.00% |
|
September 15, 2052 101.50% |
|
September 15, 2053 101.00% |
|
September 15, 2054 100.50% |
|
September 15, 2055 and 100.00% |
thereafter to maturity
Day Count Convention: |
Actual/360 |
Underwriters: |
UBS Securities LLC |
|
J.P. Morgan Securities LLC |
|
Wells Fargo Securities, LLC |
Certain United States Federal Income Tax Considerations:
Notes Used as Qualified Replacement Property
Prospective investors seeking to treat the Notes as qualified replacement property for purposes of Section 1042 of the
Internal Revenue Code of 1986, as amended (the Code), should be aware that Section 1042 requires the issuer to meet certain requirements in order for the Notes to constitute qualified replacement property. In general, qualified
replacement property is a security issued by a domestic operating corporation that did not, for the taxable year preceding the taxable year in which such security was purchased, have passive investment income in excess of 25 percent of
the gross receipts of such corporation for such preceding taxable year (the passive income test). For purposes of the passive income test, where the issuing corporation is in control of one or more corporations or such issuing
corporation is controlled by one or more other corporations, all such corporations are treated as one corporation (the affiliated group) when computing the amount of passive investment income for purposes of Section 1042.
The Company believes that it qualifies as a domestic operating corporation and that less than 25 percent of its affiliated groups gross
receipts is passive investment income for the taxable year ended December 31, 2014. In making this determination, the Company has made certain assumptions and used procedures which it believes are reasonable. The Company cannot give any
assurance as to whether it will continue to qualify as a domestic operating corporation or meet the passive income test. It is, in addition, possible that the Internal Revenue Service may disagree with the manner in which the Company has calculated
the affiliated groups gross receipts (including the characterization thereof) and passive investment income and the conclusions reached in this discussion. Prospective purchasers of the Notes should consult with their own tax advisors with
respect to these and other tax matters relating to the Notes.
The Notes are securities with no established trading market. No assurance
can be given as to whether a trading market for the Notes will develop or as to the liquidity of a trading market for the Notes. The availability and liquidity of a trading market for the Notes will also be affected by the degree to which purchasers
treat the Notes as qualified replacement property.
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 Website 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 contacting UBS Securities LLC toll free at 1-888-827-7275; or J.P. Morgan Securities LLC collect at (212) 834-4533; or Wells Fargo Securities, LLC toll-free at 1-800-645-3751
or e-mail wfscustomerservice@wellsfargo.com.
ANY DISCLAIMERS OR OTHER NOTICES THAT MAY APPEAR BELOW ARE NOT APPLICABLE TO THIS COMMUNICATION AND
SHOULD BE DISREGARDED. SUCH DISCLAIMERS OR OTHER NOTICES WERE AUTOMATICALLY GENERATED AS A RESULT OF THIS COMMUNICATION BEING SENT VIA BLOOMBERG OR ANOTHER EMAIL SYSTEM.
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