Filed Pursuant to Rule 433
Registration No. 333-277377
May 13, 2025
Magna International Inc.
Pricing Term Sheet
€575,000,000 3.625% Senior Notes due 2031
| Issuer | Magna International Inc. | |
| Format | SEC Registered | |
| Trade Date | May 13, 2025 | |
| Settlement Date | May 21, 2025 (T+6) | |
| Issue of Securities | 3.625% Senior Notes due 2031 | |
| Aggregate Principal Amount Offered | €575,000,000 | |
| Maturity Date | May 21, 2031 | |
| Expected Ratings* | A3 (Negative Outlook) / A- (Negative Outlook) (Moody’s / S&P) | |
| Interest Rate | 3.625% | |
| Mid-Swap Yield | 2.384% | |
| Spread to Mid-Swap Yield | +135 basis points | |
| Yield to Maturity | 3.734% | |
| Benchmark | DBR 0.000% due February 15, 2031 | |
| Benchmark Price and Yield | 87.763%; 2.294% | |
| Spread to Benchmark | +144 basis points | |
| Price to Public | 99.424%, plus accrued interest, if any, from May 21, 2025 | |
| Interest Payment Dates | Annually in arrears on May 21 of each year, beginning on May 21, 2026 | |
1
| Day Count Fraction | ACTUAL/ACTUAL (ICMA) | |
| Make-Whole Call | Prior to March 21, 2031, Bund Rate +25 basis points | |
| Par Call | On or after March 21, 2031 | |
| Listing | The Issuer intends to apply to list the notes on the New York Stock Exchange. There can be no assurance that any such application will be successful or that any such listing will be granted or maintained. | |
| Denominations | Minimum of €100,000 and integral multiples of €1,000 in excess thereof | |
| Common Code/ISIN/CUSIP | 307002752 / XS3070027522 / C52665AC7 | |
| Joint Book-Running Managers | BNP PARIBAS Citigroup Global Markets Limited Merrill Lynch International Commerzbank Aktiengesellschaft ING Bank N.V. | |
| Co-Managers | Scotiabank (Ireland) Designated Activity Company HSBC Bank plc RBC Europe Limited The Toronto-Dominion Bank Loop Capital Markets LLC ICBC Standard Bank plc J.P. Morgan Securities plc Raiffeisen Bank International AG Wells Fargo Securities International Limited Canadian Imperial Bank of Commerce, London Branch Goldman Sachs & Co. LLC | |
| * | A securities rating is not a recommendation to buy, sell or hold securities and may be subject to revision or withdrawal at any time. |
It is expected that delivery of the notes will be made against payment therefor on or about May 21, 2025, which will be the sixth New York City business day following the date of pricing of the notes (this settlement cycle being referred to as “T+6”). Under Rule 15c6-1 of the U.S. Securities Exchange Act of 1934, as amended, trades in the secondary market generally are required to settle in one business day, unless the parties to a trade expressly agree otherwise. Accordingly, purchasers who wish to trade notes prior to one business day before the settlement date will be required, by virtue of the fact that the notes initially will settle in T+6, to specify alternative settlement arrangements to prevent a failed settlement.
2
The issuer has filed a registration statement (including a base prospectus) and a preliminary prospectus supplement with the United States 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 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 base prospectus and the prospectus supplement if you request it by calling BNP PARIBAS toll-free at 1-800-854-5674, Citigroup Global Markets Limited toll-free at 1-800-831-9146 or Merrill Lynch International toll-free at 1-800-294-1322.
ICBC Standard Bank Plc is restricted in its U.S. securities dealings under the United States Bank Holding Company Act and may not underwrite, subscribe, agree to purchase or procure purchasers to purchase notes that are offered or sold in the United States. Accordingly, ICBC Standard Bank Plc shall not be obligated to, and shall not, underwrite, subscribe, agree to purchase or procure purchasers to purchase notes that may be offered or sold by other underwriters in the United States. ICBC Standard Bank Plc shall offer and sell the Notes constituting part of its allotment solely outside the United States.
3