Filed Pursuant to Rule 433
Registration Statement No. 333-228205
Issuer Free Writing Prospectus dated June 17, 2021
Relating to Preliminary Prospectus Supplement dated June 17, 2021
Eagle Materials Inc.
Pricing Term Sheet
| Issuer | Eagle Materials Inc. | |
| Security | Senior Notes due 2031 | |
| Aggregate principal amount | $750,000,000 | |
| Gross Proceeds | $743,692,500 | |
| Maturity date | July 1, 2031 | |
| Coupon | 2.500% | |
| Issue price | 99.159% of face amount | |
| Yield to maturity | 2.596% | |
| Spread to benchmark treasury | +110 basis points | |
| Benchmark treasury | UST 1.625% due May 15, 2031 | |
| Interest payment dates | July 1 and January 1, commencing January 1, 2022 | |
| Change of control triggering event | Putable at 101% of the principal amount of the notes, plus accrued and unpaid interest, if any, to, but excluding, the date of repurchase | |
| Optional redemption | Prior to April 1, 2031, the Company may redeem some or all of the notes at a price equal to 100% of the principal amount of the notes plus a “make-whole” premium @ T+20 bps, plus accrued and unpaid interest, if any, to, but excluding, the date of redemption.
After April 1, 2031, the Company may redeem some or all of the notes at a price equal to 100% of the principal amount of the notes, plus accrued and unpaid interest, if any, to, but excluding, the date of redemption. | |
| Trade Date | June 17, 2021 | |
| Settlement | T+10; July 1, 2021.
It is expected that delivery of the notes will be made against payment therefor on or about July 1, 2021, which is the tenth business day following the date hereof (such settlement cycle being referred to as “T+10”). Under Rule 15c6-1 under the Exchange Act, trades in the secondary market generally are required to settle in two business days unless the parties to any such trade expressly agree otherwise. Accordingly, purchasers who wish to trade the notes any date prior to the second business day before delivery thereof will be required, by virtue of the fact that | |
| the notes initially will settle in T+10, to specify an alternative settlement cycle at the time of any such trade to prevent failed settlement. Purchasers of the notes who wish to trade the notes prior to the second business day preceding their date of delivery hereunder should consult their own advisors. | ||
| CUSIP | 26969PAB4 | |
| ISIN | US26969PAB40 | |
| Ratings (Moody’s / S&P)* | Baa2 / BBB | |
| Denominations/multiple | $2,000 and integral multiples of $1,000 in excess thereof | |
| Joint book-running managers | J.P. Morgan Securities LLC BofA Securities, Inc. Wells Fargo Securities, LLC | |
| Co-managers | Truist Securities, Inc. PNC Capital Markets LLC WoodRock Securities, L.P. Northern Trust Securities, Inc. | |
*Note: A securities rating is not a recommendation to buy, sell or hold securities and may be revised or withdrawn at any time.
The Issuer has filed a registration statement (including a prospectus), as amended, and a preliminary prospectus supplement with 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 Web site at www.sec.gov. Alternatively, you may request that a copy of the prospectus and the preliminary prospectus supplement be mailed to you free of charge by calling J.P. Morgan collect at 1-212-834-4533, BofA Securities, Inc. at 1-800-294-1322 or dg.prospectus_requests@bofa.com or Wells Fargo Securities, LLC at 1-800-645- 3751.
2