MANULIFE FINANCIAL CORP

Regulatory Filings • Mar 1, 2016

FWP 1 d153106dfwp.htm FWP FWP

Filed Pursuant to Rule 433

Registration Statement No. 333-208442

Free Writing Prospectus

(To Preliminary Prospectus Supplement dated March 1, 2016 and Prospectus dated December 17, 2015)

MANULIFE FINANCIAL CORPORATION

US$1,000,000,000 4.150% SENIOR NOTES DUE 2026

US$750,000,000 5.375% SENIOR NOTES DUE 2046

FINAL TERM SHEET

MARCH 1, 2016

US$1,000,000,000 4.150% Senior Notes due 2026

Issuer:	Manulife Financial Corporation (the “Company”)
Title of Security:	4.150% Senior Notes due 2026 (the “2026 Notes”)
Aggregate Principal Amount Offered:	US$1,000,000,000
Maturity:	March 4, 2026
Price to Public:	99.757% per 2026 Note and accrued interest, if any
Net Proceeds to the Company before Expenses:	US$993,070,000
Underwriting Discount:	0.450%
Coupon (Interest Rate):	4.150%
Yield:	4.180%
Treasury Price and Yield:	98-04+; 1.830%
Spread to Benchmark Treasury:	T + 235 basis points
Benchmark Treasury:	1.625% due February 15, 2026
Expected Ratings: (1)	S&P: A (stable) / Fitch: A- (stable)
Interest Payment Dates:	March 4 and September 4 of each year, beginning on September 4, 2016

1 These securities ratings have been provided by S&P and Fitch, respectively. None of these ratings is a recommendation to buy, sell or hold these securities. Each rating may be subject to revision or withdrawal at any time, and should be evaluated independently of any other rating.

| Optional Redemption: | The Company may redeem the 2026 Notes, in whole or in part, at any time, and from time to time, at a redemption price equal to the greater of (i) 100% of the principal amount to be redeemed plus accrued and unpaid interest to, but
excluding, the redemption date and (ii) the sum of the present values of the remaining scheduled payments of principal and interest (excluding interest accrued to the redemption date) discounted to the redemption date on a semi-annual basis,
assuming a 360-day year consisting of twelve 30-day months, at the Treasury Rate plus 35 basis points, plus accrued and unpaid interest to, but excluding, the redemption date. |
| --- | --- |
| Trade Date: | March 1, 2016 |
| Settlement Date: | March 4, 2016 (T+3) |
| CUSIP/ISIN: | 56501R AC0 / US56501RAC07 |
| Joint Book-Running Managers: | Citigroup Global Markets Inc. Morgan Stanley
& Co. LLC |
| Co-Managers: | Goldman, Sachs & Co. Merrill Lynch, Pierce,
Fenner & Smith Incorporated J.P. Morgan Securities LLC Wells Fargo Securities, LLC Barclays Capital Inc. BNP Paribas Securities Corp. ANZ Securities, Inc. HSBC Securities (USA) Inc. Mitsubishi UFJ Securities (USA), Inc. SMBC Nikko Securities
America, Inc. Standard Chartered Bank |

US$750,000,000 5.375% Senior Notes due 2046

Issuer:	Manulife Financial Corporation
Title of Security:	5.375% Senior Notes due 2046 (the “2046 Notes”)
Aggregate Principal Amount Offered:	US$750,000,000
Maturity:	March 4, 2046
Price to Public:	99.645% per 2046 Note and accrued interest, if any
Net Proceeds to the Company before Expenses:	US$740,775,000
Underwriting Discount:	0.875%

Coupon (Interest Rate):	5.375%
Yield:	5.399%
Treasury Price and Yield:	106-04; 2.699%
Spread to Benchmark Treasury:	T + 270 basis points
Benchmark Treasury:	3.000% due November 15, 2045
Expected Ratings: (1)	S&P: A (stable) / Fitch: A- (stable)
Interest Payment Dates:	March 4 and September 4 of each year, beginning on September 4, 2016
Optional Redemption:	The Company may redeem the 2046 Notes, in whole or in part, at any time, and from time to time, at a redemption price equal to the greater of (i) 100% of the principal amount to be redeemed plus accrued and unpaid interest to, but
excluding, the redemption date and (ii) the sum of the present values of the remaining scheduled payments of principal and interest (excluding interest accrued to the redemption date) discounted to the redemption date on a semi-annual basis,
assuming a 360-day year consisting of twelve 30-day months, at the Treasury Rate plus 40 basis points, plus accrued and unpaid interest to, but excluding, the redemption date.
Trade Date:	March 1, 2016
Settlement Date:	March 4, 2016 (T+3)
CUSIP/ISIN:	56501RAD8 / US56501RAD89
Joint Book-Running Managers:	Citigroup Global Markets Inc. Morgan Stanley
& Co. LLC
Co-Managers:	Goldman, Sachs & Co. Merrill Lynch, Pierce,
Fenner & Smith Incorporated J.P. Morgan Securities LLC Wells Fargo Securities, LLC Barclays Capital Inc. BNP Paribas Securities Corp. ANZ Securities, Inc. HSBC Securities (USA) Inc. Mitsubishi UFJ Securities (USA), Inc. SMBC Nikko Securities
America, Inc. Standard Chartered Bank

1 These securities ratings have been provided by S&P and Fitch, respectively. None of these ratings is a recommendation to buy, sell or hold these securities. Each rating may be subject to revision or withdrawal at any time, and should be evaluated independently of any other rating.

The Company has filed a registration statement (including a base shelf prospectus dated December 17, 2015) and a preliminary prospectus supplement dated March 1, 2016 (including the base shelf prospectus, the “Prospectus”) with the SEC for the offering to which this communication relates. Before you invest, you should read the Prospectus and the documents incorporated therein by reference that the Company has filed with the SEC for more complete information about the Company and this offering. You may obtain these documents for free by visiting EDGAR on the SEC website at www.sec.gov. Alternatively, the Company or any underwriter participating in the offering will arrange to send you the Prospectus and any document incorporated therein by reference if you request such documents by contacting Citigroup Global Markets Inc., c/o Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, NY 11717, Telephone: (800) 831-9146, E-mail: prospectus@citi.com; or Morgan Stanley & Co. LLC, 180 Varick Street, New York, NY 10014, Attention: Prospectus Department, Telephone: (866) 718-1649, E-mail: prospectus@morganstanley.com.