| Free Writing Prospectus (To Prospectus dated September 23, 2010) |
Filed Pursuant to Rule 433 Registration Statement No. 333-169539 November 3, 2011 |
Final Term Sheet for Notes due 2016 and Notes due 2041
Mattel, Inc.
| Issuer: |
Mattel, Inc. | |||
| Bookrunners: |
Merrill Lynch, Pierce, Fenner & Smith Incorporated Morgan Stanley & Co. LLC RBC Capital Markets, LLC Wells Fargo Securities, LLC |
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| Co-managers: |
Citigroup Global Markets Inc. KeyBanc Capital Markets Inc. Mitsubishi UFJ Securities (USA), Inc. Mizuho Securities USA Inc. RBS Securities Inc. SG Americas Securities, LLC |
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| Title: |
2016 Notes | 2041 Notes | ||
| Principal Amount: |
$300,000,000 | $300,000,000 | ||
| Maturity Date: |
November 1, 2016 | November 1, 2041 | ||
| Coupon (Interest Rate): |
2.500% | 5.450% | ||
| Interest Payment Dates: |
Semi-annually on May 1 and November 1, commencing on May 1, 2012 and ending on the Maturity Date | Semi-annually on May 1 and November 1, commencing on May 1, 2012 and ending on the Maturity Date | ||
| Yield to Maturity: |
2.565% | 5.488% | ||
| Spread to Benchmark Treasury: |
+ 165 basis points | + 240 basis points | ||
| Benchmark Treasury: |
UST 1.000% due October 31, 2016 | UST 4.375% due May 15, 2041 | ||
| Benchmark Treasury Price and Yield: |
100-13 1/4; 0.9150% | 124-26; 3.088% | ||
| Optional Redemption |
Callable at the greater of par or the make whole (T + 25 basis points) | Prior to May 1, 2041, callable at the greater of par or the make whole (T + 35 basis points) | ||
| Par Call |
– | May 1, 2041 | ||
| Special Acquisition Redemption |
The issuer may redeem the 2016 notes if the acquisition of HiT Entertainment is not consummated on or prior to May 1, 2012, or the related Stock Purchase Agreement is terminated at any time prior to that date, at 101% of the aggregate principal amount | The issuer may redeem the 2041 notes if the acquisition of HiT Entertainment is not consummated on or prior to May 1, 2012, or the related Stock Purchase Agreement is terminated at any time prior to that date, at 101% of the aggregate principal amount | ||
| Price to Public: |
99.698% | 99.446% | ||
| Settlement Date: |
November 8, 2011 | November 8, 2011 | ||
| CUSIP: |
577081AV4 | 577081AW2 | ||
The issuer has filed a registration statement (including a prospectus) with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus 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 Web site at www.sec.gov. Alternatively, Merrill Lynch, Pierce, Fenner & Smith Incorporated and Morgan Stanley & Co. LLC can arrange to send you the prospectus if you request it by calling or e-mailing Merrill Lynch, Pierce, Fenner & Smith Incorporated at 1-800-294-1322 or dg.prospectus_distribution@baml.com or calling Morgan Stanley & Co. LLC at 1-866-718-1649.