Filed Pursuant to Rule 433
Dated June 24, 2020
Registration Statement No. 333-239370
Relating to
Preliminary Prospectus Supplement dated June 24, 2020 to
Prospectus dated June 23, 2020
Xylem Inc.
Pricing Term Sheet
$500,000,000 1.950% Senior Notes due 2028
$500,000,000 2.250% Senior Notes due 2031
Terms Applicable to Both Series of Notes
| Issuer: | Xylem Inc. | |
| Expected Ratings (Moody’s / S&P / Fitch)*: | Baa2 / BBB / BBB | |
| Ranking of the Notes: | Senior unsecured | |
| Offering Format: | SEC Registered | |
| Trade Date: | June 24, 2020 | |
| Settlement Date: | June 26, 2020 (T+2) | |
| Joint Book-Running Managers: | BNP Paribas Securities Corp. | |
| Citigroup Global Markets Inc. | ||
| ING Financial Markets LLC | ||
| J.P. Morgan Securities LLC | ||
| Wells Fargo Securities, LLC | ||
| Co-Managers: | ANZ Securities, Inc. | |
| Deutsche Bank Securities Inc. | ||
| MUFG Securities Americas Inc. | ||
| U.S. Bancorp Investments, Inc. | ||
| Skandinaviska Enskilda Banken AB (publ) | ||
| Siebert Williams Shank & Co., LLC | ||
| TD Securities (USA) LLC | ||
| Roberts & Ryan Investments Inc. | ||
| Denominations: | $2,000 and integral multiples of $1,000 in excess thereof | |
| Use of Proceeds: | Xylem intends to allocate an amount equal to the net proceeds from the sale of the notes to a portfolio of Eligible Green Projects across their three business segments: Water Infrastructure, Applied Water, and Measurement & Control Solutions | |
Terms Applicable to the
1.950% Senior Notes due 2028
| Aggregate Principal Amount: | $500,000,000 | |
| Maturity Date: | January 30, 2028 | |
| Public Offering Price: | 99.501% of the principal amount | |
| Benchmark Treasury: | 0.500% due May 31, 2027 | |
| Benchmark Treasury Price and Yield: | 99-27+; 0.521% | |
| Spread to Benchmark Treasury: | +150 bps | |
| Yield to Maturity: | 2.021% | |
| Coupon: | 1.950% | |
| Interest Payment Dates: | January 30 and July 30 of each year, commencing on January 30, 2021 | |
| Day Count Convention: | 30 / 360 | |
| Make-Whole Call: | Prior to November 30, 2027 at +25 bps | |
| Par Call: | On or after November 30, 2027 | |
| Change of Control: | Puttable at 101% of principal plus accrued interest | |
| CUSIP / ISIN: | 98419M AM2 / US98419MAM29 | |
Terms Applicable to the
2.250% Senior Notes due 2031
| Aggregate Principal Amount: | $500,000,000 | |
| Maturity Date: | January 30, 2031 | |
| Public Offering Price: | 99.214% of the principal amount | |
| Benchmark Treasury: | 0.625% due May 15, 2030 | |
| Benchmark Treasury Price and Yield: | 99-14; 0.684% | |
| Spread to Benchmark Treasury: | +165 bps | |
| Yield to Maturity: | 2.334% | |
| Coupon: | 2.250% | |
| Interest Payment Dates: | January 30 and July 30 of each year, commencing on January 30, 2021 | |
| Day Count Convention: | 30 / 360 | |
| Make-Whole Call: | Prior to October 30, 2030 at +25 bps | |
| Par Call: | On or after October 30, 2030 | |
| Change of Control: | Puttable at 101% of principal plus accrued interest | |
| CUSIP / ISIN: | 98419MAL4 / US98419MAL46 | |
| * | 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. |
The issuer has filed a registration statement (including a prospectus, as supplemented) with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus (as supplemented) 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 website 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 BNP Paribas Securities Corp. toll-free at (800) 854-5674, Citigroup Global Markets Inc. toll-free at (800) 831-9146, ING Financial Markets LLC toll-free at (877) 446-4930 or J.P. Morgan Securities LLC toll-free at (866) 803-9204.
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