Filed Pursuant to Rule 433
Registration No. 333-277377
May 13, 2025
Magna International Inc.
Pricing Term Sheet
$400,000,000 5.875% Senior Notes due 2035
| Issuer | Magna International Inc. | |
| Format | SEC Registered | |
| Trade Date | May 13, 2025 | |
| Settlement Date | May 22, 2025 (T+7) | |
| Expected Ratings* | A3 (Negative Outlook) / A- (Negative Outlook) (Moody’s / S&P) | |
| Issue of Securities | 5.875% Senior Notes due 2035 | |
| Aggregate Principal Amount Offered | $400,000,000 | |
| Maturity Date | June 1, 2035 | |
| Interest Rate | 5.875% per year | |
| Benchmark Treasury | UST 4.250% due May 15, 2035 | |
| Spread to Benchmark Treasury | +140 basis points | |
| Benchmark Treasury Price and Yield | 98-02; 4.493% | |
| Yield to Maturity | 5.893% | |
| Price to Public | 99.863%, plus accrued interest, if any, from May 22, 2025 | |
| Interest Payment Dates | Semi-annually in arrears on June 1 and December 1 of each year, beginning on December 1, 2025 (long first coupon) | |
| Make-Whole Call | Prior to March 1, 2035; T+25 basis points | |
| Par Call | On or after March 1, 2035 | |
| Denominations | Minimum of $2,000 and integral multiples of $1,000 in excess thereof. | |
| * | A securities rating is not a recommendation to buy, sell or hold securities and may be subject to revision or withdrawal at any time. |
1
| CUSIP / ISIN | 559222 BD5 / US559222BD50 | |
| Joint Book-Running Managers | BofA Securities, Inc. Citigroup Global Markets Inc. J.P. Morgan Securities LLC BNP Paribas Securities Corp. RBC Capital Markets, LLC Scotia Capital (USA) Inc. TD Securities (USA) LLC Wells Fargo Securities, LLC | |
| Co-Managers | CIBC World Markets Corp. Commerz Markets LLC Goldman Sachs & Co. LLC HSBC Securities (USA) Inc. ICBC Standard Bank Plc ING Financial Markets LLC Loop Capital Markets LLC RB International Markets (USA) LLC | |
It is expected that delivery of the notes will be made against payment therefor on or about May 22, 2025, which will be the seventh New York City business day following the date of pricing of the notes (this settlement cycle being referred to as “T+7”). 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 the business day before the settlement date will be required, by virtue of the fact that the notes initially will settle in T+7, to specify alternative settlement arrangements to prevent a failed settlement.
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 BofA Securities, Inc. toll-free at 1-800-294-1322, Citigroup Global Markets Inc. toll-free at 1-800-831-9146 or J.P. Morgan Securities LLC toll-free at 1-866-803-9204.
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.
2