Filed pursuant to Rule 433
Registration No. 333-248557
Issuer Free Writing Prospectus dated October 5, 2021
Relating to Preliminary Prospectus Supplement dated October 5, 2021
$1,000,000,000
AUTODESK, INC.
Pricing Term Sheet
2.400% Notes due 2031
| Issuer: | Autodesk, Inc. | |
| Format: | SEC Registered | |
| Title: | 2.400% Notes due 2031 | |
| Principal Amount: | $1,000,000,000 | |
| Maturity Date: | December 15, 2031 | |
| Coupon: | 2.400% | |
| Ratings*: | Baa2 by Moody’s Investor Service, Inc. BBB by Standard & Poor’s Ratings Services | |
| Price to Public: | 99.700% of face amount | |
| Yield to Maturity: | 2.433% | |
| Spread to Benchmark Treasury: | T+90 basis points | |
| Benchmark Treasury: | 1.25% due August 15, 2031 | |
| Benchmark Treasury Price and Yield: | 97-13+; 1.533% | |
| Interest Payment Dates: | Semi-annually on June 15 and December 15, commencing June 15, 2022 | |
| Make-Whole Call: | At any time prior to September 15, 2031, at a discount rate of Treasury plus 15 basis points | |
| Par Call: | On or after September 15, 2031 | |
| Trade Date: | October 5, 2021 | |
| Settlement Date: | October 7, 2021 (T+2) | |
| CUSIP/ISIN: | 052769 AH9 / US052769AH94 | |
| Joint Book-Running Managers: | BofA Securities, Inc. Morgan Stanley &
Co. LLC | |
| Bookrunners: | BNP Paribas Securities Corp. Citigroup Global Markets Inc. J.P. Morgan Securities LLC MUFG Securities Americas Inc. RBC Capital Markets, LLC Wells Fargo Securities, LLC Academy Securities, Inc. Blaylock Van, LLC Siebert Williams Shank & 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. |
The issuer has filed a registration statement (including a prospectus and 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 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, the issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus supplement and accompanying prospectus if you request it by calling BofA Securities, Inc. at (800) 294-1322 (toll-free), Morgan Stanley & Co. LLC at (866) 718-1649 (toll-free) or U.S. Bancorp Investments, Inc. at (877) 558-2607 (toll-free).