Filed Pursuant to Rule 433
Registration Statement No. 333-183449
Dated May 12, 2014
ILLINOIS TOOL WORKS INC.
Final Term Sheet
May 12, 2014
| Issuer: |
Illinois Tool Works Inc. | |||
| Format: |
SEC registered | |||
| Ranking: |
Senior, Unsecured Notes | |||
| Size: |
€500,000,000 | €500,000,000 | ||
| Price to Public: |
99.160% | 98.089% | ||
| Maturity: |
May 20, 2022 | May 19, 2034 | ||
| Interest Rate: |
1.750% | 3.000% | ||
| Yield to Maturity: |
1.864% | 3.130% | ||
| Spread to Benchmark Security: |
79.4 basis points | 86.2 basis points | ||
| Benchmark Security: |
DBR 2.00% due January 4, 2022 | DBR 4.75% due July 4, 2034 | ||
| Benchmark Security Price and Yield: |
106.785; 1.070% | 139.760; 2.268% | ||
| Spread to Mid-Swap: |
+45 basis points | +80 basis points | ||
| Mid-Swap Yield: |
1.414% | 2.330% | ||
| Net Proceeds to Issuer (after underwriting discount but before expenses): |
€493,675,000 | €487,320,000 | ||
| Use of Proceeds: |
General corporate purposes. | |||
| Interest Payment Date: |
May 20 of each year, commencing May 20, 2015 |
May 19 of each year, commencing May 19, 2015 | ||
| Day Count Convention: |
ACTUAL/ACTUAL (ICMA) | |||
| Redemption Provisions: |
Prior to February 20, 2022,
On or after February 20, 2022, |
Prior to February 19, 2034,
On or after February 19, 2034, | ||
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| At any time at par if certain events occur involving changes in United States taxation. |
At any time at par if certain events occur involving changes in United States taxation. | |||
| Trade Date: |
May 12, 2014 | |||
| Settlement Date: |
May 20, 2014 (T+6) | |||
| Ratings*: |
A2 (Moody’s); A+ (S&P) | |||
| Expected Listing: |
NYSE | |||
| Denominations: |
€100,000 x €1,000 | |||
| ISIN; Common Code: |
XS1028955091; 102895509 | XS1028954870; 102895487 | ||
| Governing Law: |
Illinois | |||
| Joint Book-Running Managers: |
Goldman, Sachs & Co. J.P. Morgan Securities plc Société Générale Barclays Bank PLC Commerzbank AG |
Goldman, Sachs & Co. J.P. Morgan Securities plc Société Générale Banca IMI S.p.A. Danske Bank A/S | ||
| Co-Managers: |
Banca IMI S.p.A. Banco Bilbao Vizcaya Citigroup Global Markets Danske Bank A/S HSBC Bank plc ING Financial Markets LLC Merrill Lynch International Mizuho International plc Wells Fargo Securities, LLC |
Banco Bilbao Vizcaya Barclays Bank PLC Citigroup Global Markets Commerzbank AG HSBC Bank plc ING Financial Markets LLC Merrill Lynch International Mizuho International plc Wells Fargo Securities, LLC | ||
The issuer has filed a registration statement (including a prospectus and preliminary prospectus supplement) with the U.S. Securities and Exchange Commission (the “SEC”) for the offering to which this term sheet relates. This offering will be made only by means of a prospectus and preliminary prospectus supplement. The information in this term sheet supersedes the information contained in the prospectus and preliminary prospectus supplement to the extent that it is inconsistent therewith. Terms used but not defined herein have the meaning ascribed to them in the prospectus and preliminary prospectus supplement.
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Before you invest, you should read the prospectus and preliminary prospectus supplement in that registration statement 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’s website at www.sec.gov. Alternatively, copies of the prospectus and preliminary prospectus supplement may be obtained by contacting J.P. Morgan Securities plc by telephone collect at +44-207-134-2468; Goldman, Sachs & Co. by telephone toll-free at 1-866-471-2526; or Société Générale by telephone collect at +44-20-7676-7618.
*Note: A securities rating is not a recommendation to buy, sell or hold securities, and may be subject to revision or withdrawal at any time.
Any disclaimers or other notices that may appear below this text are not applicable to this term sheet and should be disregarded. Such disclaimers or other notices may have been automatically generated as a result of this term sheet being transmitted via Bloomberg or another electronic mail system.
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