Free Writing Prospectus - Filing Under Securities Act Rules 163/433 (fwp)
08 Mars 2023 - 11:05PM
Edgar (US Regulatory)
Filed pursuant to Rule 433
March 8, 2023
Relating to
Preliminary Prospectus Supplement dated March 8, 2023
to
Prospectus
dated June 21, 2021
Registration Statement No. 333-257218
POPULAR, INC.
Pricing
Term Sheet
$400,000,000 7.25% Senior Notes due 2028
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Issuer: |
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Popular, Inc. (the Company) |
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Expected Ratings*: |
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Ba1 (Stable)/ BB+ (Stable)/ BBB- (Stable) (Moodys/S&P/Fitch) |
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Trade Date: |
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March 8, 2023 |
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Settlement Date**: |
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March 13, 2023 (T+3) |
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Principal Amount: |
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$400,000,000 |
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Stated Maturity Date: |
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March 13, 2028 |
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Coupon: |
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7.25% per annum |
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Benchmark Treasury: |
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4.00% due February 29, 2028 |
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Spread to Benchmark Treasury |
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+ 300 basis points (3.00%) |
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Issue Price (Price to Public): |
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99.637% of principal amount |
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Yield to Maturity: |
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7.338% |
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Payment Frequency: |
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Semi-annually in arrears |
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Interest Payment Dates: |
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March 13 and September 13 of each year, beginning on September 13, 2023 |
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Optional Redemption: |
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Prior to February 13, 2028 (the Par Call Date), the notes will be redeemable at the Companys option, in whole or in part, at any time and from time to time, at a redemption price (expressed as a percentage of
principal amount and rounded to three decimal places) equal to the greater of (1) (a) the sum of the present values of the remaining scheduled payments of principal and interest thereon discounted to the redemption date (assuming the notes matured
on the Par Call Date) on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate plus 45 basis points (0.45%) less
(b) interest accrued to the date of redemption, and (2) 100% of the principal amount of the notes to be redeemed, plus, in either case, accrued and unpaid interest thereon to the redemption date. On or after the Par Call Date, the
Company may redeem the notes, in whole or in part, at any time and from time to time, at a redemption price equal to 100% of the principal amount of the notes being redeemed plus accrued and unpaid interest thereon to the redemption date. See the
preliminary prospectus supplement for the definition of Treasury Rate and for further terms and provisions applicable to optional redemption. |
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Denominations: |
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$2,000 x $1,000 |
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CUSIP/ISIN: |
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733174 AL0 / US733174AL01 |
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Joint Bookrunning Managers: |
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BofA Securities, Inc. Goldman Sachs &
Co. LLC Morgan Stanley & Co. LLC |
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Senior Co-Manager: |
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Popular Securities, LLC |
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Co-Managers: |
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Barclays Capital Inc. Deutsche Bank Securities
Inc. Hovde Group, LLC Keefe, Bruyette & Woods, Inc.
Piper Sandler & Co. PNC Capital Markets LLC
RBC Capital Markets, LLC UBS Securities
LLC |
*A securities rating is not a recommendation to buy, sell or hold securities and may
be subject to revision or withdrawal at any time.
** Pursuant to Rule 15c6-1 under the Securities Exchange
Act of 1934, 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 of the notes who wish to trade the notes on the date hereof
will be required, by virtue of the fact that the notes initially will settle in T+3, to specify an alternative settlement cycle at the time of any such trade to prevent failed settlement. Purchasers of the notes who wish to trade the notes prior to
the settlement date should consult their own advisor.
The issuer has filed a registration statement (including a prospectus) with the SEC for the
offering to which this communication relates. Before you make a decision to invest, you should read the prospectus in that registration statement, the preliminary prospectus supplement dated March 8, 2023 for this offering 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 BofA Securities, Inc. toll-free at (800) 294-1322, Goldman Sachs & Co. LLC at (866) 471-2526 and Morgan Stanley & Co. LLC at (866) 718-1649.
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