Free Writing Prospectus
Filed Pursuant to Rule 433
Registration No. 333-253425
Supplementing the preliminary prospectus supplement dated March 2, 2022
$400,000,000
AptarGroup, Inc.
3.600% Senior Notes due 2032
Pricing Term Sheet
March 2, 2022
| Issuer: | Aptar Group, Inc. |
| Expected Ratings (Moody’s/S&P/Fitch)*: | Baa3 (Stable Outlook) / BBB- (Stable Outlook) / BBB (Stable Outlook) |
| Format: | SEC Registered |
| Ranking: | Senior Unsecured |
| Principal Amount: | $400,000,000 |
| Trade Date: | March 2, 2022 |
| Settlement Date**: | March 7, 2022 (T+3) |
| Maturity Date: | March 15, 2032 |
| Interest Payment Dates: | Semi-annually, on March 15 and September 15 of each year, beginning September 15, 2022 |
| Benchmark Treasury: | 1.875% UST due February 15, 2032 |
| Benchmark Treasury Price/Yield: | 100-04 / 1.861% |
| Spread to Benchmark Treasury: | + 177 basis points |
| Yield to Maturity: | 3.631% |
| Coupon (Interest Rate): | 3.600% |
| Price to Public (Issue Price): | 99.741% of the principal amount |
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| Optional Redemption: | Prior to December 15, 2031 (three months prior to their maturity date) (the “Par Call Date”), the Issuer may redeem the notes at its 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:
• (a) the sum of the present values of the remaining scheduled payments of principal and interest on the notes to be redeemed 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 (as defined in the preliminary prospectus supplement under “Description of Notes — Optional Redemption”) plus 30 basis points less (b) interest accrued to, but not including, the date of redemption, and
• 100% of the principal amount of the notes to be redeemed,
On or after the Par Call Date, the Issuer may redeem the notes at its option, 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, but not including, the redemption date. |
| Change of Control Repurchase: | Upon the occurrence of a “Change of Control Repurchase Event” (as defined in the preliminary prospectus supplement under “Description of Notes — Change of Control Repurchase Event”), unless the Issuer has exercised its right to redeem the notes, the Issuer will be required to make an offer to each holder of notes to purchase, at such holder’s option and on the terms described in the preliminary prospectus supplement under “Description of Notes — Change of Control Repurchase Event,” all or a portion of such holder’s notes at a purchase price equal to 101% of the principal amount thereof, plus accrued and unpaid interest, if any, to, but not including, the date of repurchase. |
| Joint Book-Running Managers: | BofA Securities, Inc. HSBC Securities (USA) Inc. J.P. Morgan Securities LLC Wells Fargo Securities, LLC SG Americas Securities, LLC |
| Senior Co-Managers: | BNP Paribas Securities Corp. Deutsche Bank Securities Inc. PNC Capital Markets LLC U.S. Bancorp Investments, Inc. |
| Co-Managers: | BBVA Securities Inc. Loop Capital Markets LLC |
| CUSIP / ISIN: | 038336 AA1 / US038336AA11 |
* Note: A securities rating is not a recommendation to buy, sell or hold securities and may be revised or withdrawn at any time.
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** It is expected that delivery of the notes will be made to investors on or about March 7, 2022, which will be the third business day following the date hereof (such settlement being referred to as “T+3”). Under Rule 15c6-1 under the Exchange Act of 1934, as amended, trades in the secondary market 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 prior to two business days before their date of delivery will be required, by virtue of the fact that the notes will initially settle in T+3, to specify an alternate settlement cycle at the time of any such trade to prevent a failed settlement. Purchasers of the notes who wish to trade the notes prior to two business days before their date of delivery should consult their own advisors.
The Issuer has filed a registration statement (including a prospectus and preliminary prospectus supplement) with the Securities and Exchange Commission (the “SEC”) for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement, the preliminary prospectus supplement and the 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. at (800) 294-1322, HSBC Securities (USA) Inc. at (866) 911-8049, J.P. Morgan Securities LLC at (212) 834-4533 or Wells Fargo Securities, LLC at (800) 645-3751.
Any disclaimers or other notices that may appear below are not applicable to this communication and should be disregarded. Such disclaimers or other notices were automatically generated as a result of this communication being sent via Bloomberg or another email system.
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