By Cristal Cody
Chicago, Oct. 21 – TSMC Arizona Corp., a wholly owned subsidiary of Taiwan Semiconductor Manufacturing Co. Ltd., sold $4.5 billion of notes (Aa3/AA-) in four parts on Wednesday, according to an FWP filed with the Securities and Exchange Commission and details from a market source.
News had earlier been that the company would be pricing three tranches of notes from a 424B5 filing with the SEC.
The company ended up selling:
• $1.25 billion of 1¾% five-year notes at 99.976 to yield 1.755%, or Treasuries plus 60 basis points, 25 bps low to initial price talk in the 85 bps area;
• $1.25 billion of 2½% 10-year notes at 99.561 to yield 2.55%, or a spread of Treasuries plus 90 bps, lower than initial talk in the 115 bps area;
• $1 billion of 3 1/8% 20-year notes at 98.898 to yield 3.2%, or a Treasuries plus 110 bps spread, 25 bps low again to talk in the Treasuries plus 135 bps area; and
• $1 billion of 3¼% 30-year notes at 98.658 for a yield of 3.321%, or at a Treasuries plus 120 bps spread, another quarter-turn lower than talk in the 145 bps area.
All four tranches will have optional make-whole calls and then par calls.
Goldman Sachs & Co. LLC is the global coordinator and bookrunner.
J.P. Morgan Securities LLC, Morgan Stanley & Co. LLC and Citigroup Global Markets Inc. are listed as joint bookrunners.
The notes will be listed on the Singapore Stock Exchange.
Proceeds will be used for general corporate purposes.
The semiconductor manufacturer is based in Hsinchu, Taiwan. TSMC Arizona was incorporated in November 2020 and is expected to be primarily engaged in the manufacture and sale of integrated circuits. The subsidiary plans to spend around $12 billion from 2021 to 2029 to build and operate an advanced semiconductor manufacturing facility in Phoenix. Commercial production is expected to start in 2024.
| Issuer: | TSMC Arizona Corp.
|
| Guarantor: | Taiwan Semiconductor Manufacturing Co. Ltd.
|
| Issue: | Notes
|
| Amount: | $4.5 billion
|
| Bookrunners: | Goldman Sachs & Co. LLC (global coordinator), J.P. Morgan Securities LLC, Morgan Stanley & Co. LLC and Citigroup Global Markets Inc.
|
| Trustee: | Citibank, NA
|
| Counsel to issuer: | Sullivan & Cromwell (Hong Kong) LLP, Fennemore Craig, PC (Arizona), Lee and Li (China)
|
| Counsel to bookrunners: | Latham & Watkins LLP
|
| Trade date: | Oct. 20
|
| Settlement date: | Oct. 25
|
| Ratings: | Moody’s: Aa3
|
| S&P: AA-
|
| Distribution: | SEC registered
|
|
|
| Five-year notes
|
| Amount: | $1.25 billion
|
| Maturity: | Oct. 25, 2026
|
| Coupon: | 1¾%
|
| Price: | 99.976
|
| Yield: | 1.755%
|
| Spread: | Treasuries plus 60 bps
|
| Call features: | Make-whole call at Treasuries plus 10 bps until Sept. 25, 2026; thereafter at par
|
| Price talk: | Treasuries plus 85 bps
|
| Cusip: | 872898AA9
|
|
|
| 10-year notes
|
| Amount: | $1.25 billion
|
| Maturity: | Oct. 25, 2031
|
| Coupon: | 2½%
|
| Price: | 99.561
|
| Yield: | 2.55%
|
| Spread: | Treasuries plus 90 bps
|
| Call features: | Make-whole call at Treasuries plus 15 bps until July 25, 2031; thereafter at par
|
| Price talk: | Treasuries plus 115 bps
|
| Cusip: | 872898AC5
|
|
|
| 20-year notes
|
| Amount: | $1 billion
|
| Maturity: | Oct. 25, 2041
|
| Coupon: | 3 1/8%
|
| Price: | 98.898
|
| Yield: | 3.2%
|
| Spread: | Treasuries plus 110 bps
|
| Call features: | Make-whole call at Treasuries plus 20 bps until April 25, 2041; thereafter at par
|
| Price talk: | Treasuries plus 135 bps
|
| Cusip: | 872898AD3
|
|
|
| 30-year notes
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| Amount: | $1 billion
|
| Maturity: | Oct. 25, 2051
|
| Coupon: | 3¼%
|
| Price: | 98.658
|
| Yield: | 3.321%
|
| Spread: | Treasuries plus 120 bps
|
| Call features: | Make-whole call at Treasuries plus 20 bps until April 25, 2051; thereafter at par
|
| Price talk: | Treasuries plus 145 bps
|
| Cusip: | 872898AE1
|
|
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