Free Writing Prospectus - Filing Under Securities Act Rules 163/433 (fwp)
August 20 2020 - 5:29PM
Edgar (US Regulatory)
Filed Pursuant to Rule 433
Registration No. 333-236499
August 20, 2020
Pricing
Term Sheet
Johnson & Johnson
0.550% Senior Unsecured Notes due 2025
0.950% Senior Unsecured Notes due 2027
1.300% Senior Unsecured Notes due 2030
2.100% Senior Unsecured Notes due 2040
2.250% Senior Unsecured Notes due 2050
2.450% Senior Unsecured Notes due 2060
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Issuer:
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Johnson & Johnson
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Security:
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0.550% Senior Unsecured Notes due 2025
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0.950% Senior Unsecured Notes due 2027
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1.300% Senior Unsecured Notes due 2030
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2.100% Senior Unsecured Notes due 2040
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2.250% Senior Unsecured Notes due 2050
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2.450% Senior Unsecured Notes due 2060
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Size:
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$1,000,000,000
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$1,500,000,000
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$1,750,000,000
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$1,000,000,000
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$1,000,000,000
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$1,250,000,000
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Maturity Date:
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September 1, 2025
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September 1, 2027
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September 1, 2030
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September 1, 2040
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September 1, 2050
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September 1, 2060
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Coupon:
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0.550%
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0.950%
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1.300%
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2.100%
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2.250%
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2.450%
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Interest Payment Dates:
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Paid semi-annually on March 1 and September 1, commencing March 1, 2021
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Paid semi-annually on March 1 and September 1, commencing March 1, 2021
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Paid semi-annually on March 1 and September 1, commencing March 1, 2021
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Paid semi-annually on March 1 and September 1, commencing March 1, 2021
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Paid semi-annually on March 1 and September 1, commencing March 1, 2021
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Paid semi-annually on March 1 and September 1, commencing March 1, 2021
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Price to Public:
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99.891%
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99.932%
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99.972%
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99.335%
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99.113%
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98.965%
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Underwriting Discount:
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0.300%
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0.350%
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0.400%
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0.750%
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0.750%
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0.750%
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Benchmark Treasury:
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0.250% due July 15, 2025
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0.375% due July 21, 2027
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0.625% due August 15, 2030
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1.250% due May 15, 2050
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1.250% due May 15, 2050
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1.250% due May 15, 2050
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Benchmark Treasury Price and Yield:
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99-28+, 0.272%
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99-13+, 0.460%
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99-23+, 0.653%
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96-18+, 1.391%
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96-18+, 1.391%
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96-18+, 1.391%
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Spread to Benchmark Treasury:
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30 bps
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50 bps
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65 bps
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75 bps
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90 bps
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110 bps
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Yield:
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0.572%
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0.960%
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1.303%
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2.141%
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2.291%
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2.491%
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Make-Whole Call:
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Treasury +5 bps prior to August 1, 2025
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Treasury +10 bps prior to July 1, 2027
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Treasury +10 bps prior to June 1, 2030
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Treasury +15 bps prior to March 1, 2040
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Treasury +15 bps prior to March 1, 2050
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Treasury +20 bps prior to March 1, 2060
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Par Call:
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Any time on or after August 1, 2025, at 100%
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Any time on or after July 1, 2027, at 100%
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Any time on or after June 1, 2030, at 100%
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Any time on or after March 1, 2040, at 100%
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Any time on or after March 1, 2050, at 100%
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Any time on or after March 1, 2060, at 100%
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Trade Date:
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August 20, 2020
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Expected Settlement Date*:
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August 25, 2020 (T+3)
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CUSIP:
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478160CN2
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478160CP7
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478160CQ5
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478160CR3
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478160CS1
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478160CT9
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ISIN:
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US478160CN21
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US478160CP78
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US478160CQ51
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US478160CR35
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US478160CS18
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US478160CT90
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Expected Ratings**:
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Aaa (negative) (Moodys) / AAA (stable) (S&P)
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Use of Proceeds
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We intend to use approximately $6.5 billion of the net proceeds of the offering of notes to fund our recently announced acquisition of Momenta Pharmaceuticals, Inc., a company that discovers and develops novel
therapies for immune-mediated diseases. The acquisition is conditioned on the tender of a majority of the outstanding shares of Momentas common stock on a fully diluted basis in our tender offer therefor, as well as other customary
closing conditions. Any net proceeds not so applied will be used for general corporate purposes.
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Joint Book-Running Managers
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BofA Securities, Inc.
J.P.
Morgan Securities LLC
Citigroup Global Markets Inc.
Deutsche
Bank Securities Inc.
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Senior Co-Managers:
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BNP Paribas Securities Corp.
HSBC Securities (USA) Inc.
NatWest Markets Securities Inc.
Siebert Williams Shank & Co., LLC
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Co-Managers:
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ING Financial Markets LLC
MUFG
Securities Americas Inc.
RBC Capital Markets, LLC
Santander
Investment Securities Inc.
UBS Securities LLC
UniCredit
Capital Markets LLC
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* We expect to deliver the notes against payment therefore on or about
August 25, 2020, which will be the third business day following the date of the pricing of the notes (such settlement cycle being herein referred to as T+3). Under Rule 15c6-1 of the Exchange
Act of 1934, as amended, trades in the secondary market are required to settle in two business days, unless the parties to a trade expressly agree otherwise. Accordingly, purchasers who wish to trade notes prior to the second business day preceding
the settlement date will be required, by virtue of the fact that the notes initially will settle T+3, to specify alternative settlement arrangements to prevent a failed settlement. Purchasers of notes who wish to trade notes prior to the second
business day preceding the settlement date should consult their own advisers.
** 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. This pricing term sheet supplements, and should be read in conjunction with, the issuers preliminary prospectus supplement dated August 20, 2020 and the accompanying prospectus
dated February 18, 2020 and the documents incorporated by reference therein.
You may obtain 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 1-800-294-1322 or J.P. Morgan Securities LLC collect at 1-212-834-4533.
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