Free Writing Prospectus - Filing Under Securities Act Rules 163/433 (fwp)
07 Juin 2022 - 10:58PM
Edgar (US Regulatory)
Pricing Term Sheet
Filed Pursuant to Rule 433
to Preliminary Prospectus dated June 7,
2022
Registration Statement No. 333-255225
Date: June 7, 2022
Allegion plc
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Issuer: |
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Allegion US Holding Company Inc. |
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Guarantor: |
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Allegion plc |
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Security: |
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Unsecured Senior Notes |
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Ratings(1): |
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Baa2 (stable)/ BBB (stable) / BBB- (stable) |
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Format: |
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SEC-Registered |
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Security Description: |
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5.411% Senior Notes due 2032 (the
“Notes”) |
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Maturity Date: |
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July 1, 2032 |
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Principal Amount: |
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$600,000,000 |
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Gross Proceeds: |
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$599,988,000 |
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Net Proceeds (Before Expenses): |
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$596,088,000 |
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Coupon: |
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5.411% |
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Offering Price: |
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99.998% |
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Yield to Maturity: |
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5.411% |
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Spread to Benchmark Treasury: |
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+ 245 bps |
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Benchmark Treasury: |
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2.875% UST due May 15, 2032 |
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Benchmark Treasury Price and Yield: |
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99-08+ / 2.961% |
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Trade Date: |
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June 7, 2022 |
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Settlement Date(2): |
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June 22, 2022 (T+10) |
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Record Dates: |
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Every December 15 and June 15
preceding each Interest Payment Date |
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Interest Payment Dates: |
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Semi-annually on January 1 and July 1
of each year, beginning on January 1, 2023 |
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Make-Whole Call: |
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Make-whole call at T+40 bps prior to
April 1, 2032 |
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Par Call: |
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Beginning on April 1, 2032 |
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Special Redemption for Taxation
Reasons: |
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Special optional redemption at 100% of
principal plus accrued and unpaid interest upon the occurrence of
specified tax events described under the caption “Description of
the Notes—Redemption for Taxation Reasons” in the Preliminary
Prospectus. |
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Change of Control Repurchase Event
Put: |
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At 101% of principal plus accrued and unpaid
interest |
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Listing: |
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The Issuer will use its reasonable best efforts
to list the Notes on the New York Stock Exchange. The Issuer cannot
assure you that the Notes will be listed, or if listed, that such
listing will be maintained for the term of the Notes. |
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Denominations: |
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$2,000 x $1,000 |
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Bond Identifiers: |
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CUSIP:
01748T AC5 |
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ISIN:
US01748TAC53 |
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Bookrunners: |
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Goldman Sachs & Co. LLC
BofA Securities, Inc.
J.P. Morgan Securities LLC
BNP Paribas Securities Corp.
Citigroup Global Markets Inc.
Wells Fargo Securities, LLC
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Co-Managers: |
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Fifth Third Securities, Inc.
Huntington Securities, Inc.
PNC Capital Markets LLC
TD Securities (USA) LLC
U.S. Bancorp Investments, Inc.
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(1) |
An explanation of the significance of ratings may be
obtained from the rating agencies. Generally, rating agencies base
their ratings on such material and information, and such of their
own investigations, studies and assumptions, as they deem
appropriate. The rating of the Notes should be evaluated
independently from similar ratings of other securities. A credit
rating of a security is not a recommendation to buy, sell or hold
securities and may be subject to review, revision, suspension,
reduction or withdrawal at any time by the assigning rating
agency.
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(2) |
We expect that delivery of the notes will be made
against payment therefor on or about June 22, 2022, which is
the 10 business day following the date of pricing of the notes
(this settlement cycle being referred to as “T+10”). Under Rule
15c6-1 of the Exchange Act,
trades in the secondary market generally are required to settle in
two business days, unless the parties to any such trade expressly
agree otherwise. Accordingly, purchasers who wish to trade notes on
the date of pricing or the next seven succeeding business days will
be required, by virtue of the fact that the notes initially will
settle in T+10, to specify an alternate settlement cycle at the
time of any such trade to prevent a failed settlement and should
consult their own advisors.
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The Issuer has filed an effective registration statement with the
U.S. Securities and Exchange Commission (SEC) for this offering and
encourages investors to read it (including the accompanying
prospectus, the Preliminary Prospectus and the information
incorporated by reference therein) for more complete information
about the Issuer and this offering. You may obtain these documents
for free by visiting EDGAR on the SEC website at www.sec.gov.
Alternatively, copies may also be obtained by contacting Goldman
Sachs & Co. LLC at the following address: 200 West Street,
New York, New York 10282, Attn: Prospectus Department, or by
calling 1-866-471-2526; BofA
Securities, Inc. at the following address: NC1-004-03-43, 200 North
College Street, 3rd Floor, Charlotte, North Carolina, 28255-0001,
Attn: Prospectus Department, or by calling 1-800-294-1322, or by
emailing dg.prospectus_requests@baml.com, or J.P. Morgan Securities
LLC at the following address: J.P. Morgan Securities LLC, 383
Madison Avenue, New York, New York, 10179, Attn: Investment Grade
Syndicate Desk, 3rd Floor, or by calling collect 1-212-834-4533.
This pricing term sheet is dated June 7, 2022. The information
in this pricing term sheet supplements the preliminary prospectus
of the Issuer, dated June 7, 2022 (the “Preliminary
Prospectus”), and supersedes the information in the Preliminary
Prospectus to the extent it is inconsistent with the information
contained therein. This pricing term sheet is otherwise qualified
in its entirety by reference to the Preliminary Prospectus.
Financial information presented in the Preliminary Prospectus or
incorporated by reference therein is deemed to have changed to the
extent affected by the changes described herein. This pricing term
sheet should be read together with the Preliminary Prospectus,
including the documents incorporated by reference therein, before
making a decision in connection with an investment in the
Notes.
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.
Allegion (NYSE:ALLE)
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