By Rebecca Melvin, Wendy Van Sickle and Cristal Cody
Concord, N.H., April 20 – TSMC Arizona Corp., a wholly owned subsidiary of Taiwan Semiconductor Manufacturing Co. Ltd., provided additional details regarding $3.5 billion of notes (Aa3/AA-) in four parts sold on Tuesday, according to a FWP filed with the Securities and Exchange Commission and a market source.
The $1 billion tranche of 3.875% five-year notes priced at 99.829 to yield 3.913%, or Treasuries plus a spread of 100 basis points. Initial price talk was Treasuries plus 120 bps area. The notes have a make-whole call at Treasures plus 15 bps prior to March 22, 2027, followed by a par call.
The $500 million tranche of 4.125% seven-year notes priced at 99.843 to yield 4.151% or a spread to Treasuries of 120 bps. Initial price talk was Treasuries plus 137.5 bps area. They are callable prior to Feb. 22, 2029 for a make-whole premium of Treasuries plus 20 bps, then callable at par.
The $1 billion of 4.25% 10-year notes priced at 99.742 to yield 4.282%, or a spread over Treasuries of 135 bps. Initial price talk was Treasuries plus 155 bps area. They have a make-whole call prior to Jan. 22, 2032 for Treasuries plus 25 bps, followed by a par call.
The $1 billion of 4.5% 30-year notes priced at 99.771 to yield 4.514%, or a spread over Treasuries of 150 bps. Initial price talk was Treasuries plus 175 bps area. They are callable prior to Oct. 22, 2051 for a make-whole premium of Treasuries plus 25 bps, then callable at par.
Goldman Sachs & Co. LLC was global coordinator and bookrunner along with J.P. Morgan Securities LLC, Citigroup Global Markets Inc. and Standard Chartered Bank.
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.
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| Guarantor: | Taiwan Semiconductor Manufacturing Co. Ltd.
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| Amount: | $3.5 billion
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| Issue: | Notes
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| Bookrunners: | Goldman Sachs & Co. LLC (global coordinator), J.P. Morgan Securities LLC, Citigroup Global Markets Inc. and Standard Chartered Bank
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| Trustee: | Citibank, NA
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| Counsel to issuer: | Sullivan & Cromwell (Hong Kong) LLP, Fennemore Craig, PC (Arizona), Lee and Li (China)
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| Counsel to underwriters: | Latham & Watkins LLP
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| Trade date: | April 19
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| Settlement date: | April 22
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| Ratings: | Moody’s: Aa3
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| S&P: AA-
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| Distribution: | SEC registered
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| Five-year notes
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| Amount: | $1 billion
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| Maturity: | April 22, 2027
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| Coupon: | 3.875%
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| Price: | 99.829
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| Yield: | 3.913%
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| Spread: | Treasuries plus 100 bps
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| Calls: | Make-whole call prior to March 22, 2027 for Treasuries plus 15 bps then par call
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| Initial price talk: | Treasuries plus 120 bps area
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| ISIN: | US872898AF83
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| Seven-year notes
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| Amount: | $500 million
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| Maturity: | April 22, 2029
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| Coupon: | 4.125%
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| Price: | 99.843
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| Yield: | 4.151%
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| Spread: | Treasuries plus 120 bps
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| Calls: | Make-whole call prior to Feb. 22, 2029 for Treasuries plus 20 bps, then par call
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| Initial price talk: | Treasuries plus 137.5 bps area
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| ISIN: | US872898AG66
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| 10-year notes
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| Amount: | $1 billion
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| Maturity: | April 22, 2032
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| Coupon: | 4.25%
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| Price: | 99.742
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| Yield: | 4.282%
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| Spread: | Treasuries plus 135 bps
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| Calls: | Make-whole call prior to Jan. 22, 2032 for Treasuries plus 25 bps, then par call
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| Initial price talk: | Treasuries plus 155 bps area
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| ISIN: | US872898AH40
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| 30-year notes
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| Amount: | $1 billion
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| Maturity: | April 22, 2052
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| Coupon: | 4.5%
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| Price: | 99.771
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| Yield: | 4.514%
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| Spread: | Treasuries plus 150 bps
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| Calls: | Make-whole call prior to Oct. 22, 2051 at Treasuries plus 25 bps, then par call
|
| Initial price talk: | Treasuries plus 175 bps area
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| ISIN: | US872898AJ06
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