Issuer:

Block Financial LLC, a Delaware limited liability company

Guarantor:

H&R Block, Inc., a Missouri corporation

Type:

SEC Registered

Expected Ratings*:

Baa3 (Stable Outlook) (Moody’s) / BBB (Negative Outlook) (S&P)

Trade Date:

August 4, 2020

Settlement Date:

August 7, 2020 (T+3 days)

It is expected that delivery of the Notes will be made against payment therefor on or about August 7, 2020, which is the third business day following the date hereof (such settlement cycle being referred to as “T+3”). Under Rule 15c6-1 under the Securities Exchange Act of 1934, as amended, 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 on any date prior to the second business day before delivery will be required, by virtue of the fact that the Notes initially will settle in T+3, to specify an alternative settlement cycle at the time of any such trade to prevent a failed settlement. Purchasers of the Notes who wish to trade the Notes prior to the second business day preceding the delivery date of the Notes should consult their own advisors.

Use of Proceeds:

We intend to use the net proceeds from this offering to repay at maturity

our 4.125% notes due 2020 and for general corporate purposes.

Aggregate Principal Amount Offered:

$650,000,000

Maturity Date:

August 15, 2030

Interest Rate Per Annum:

3.875%

Interest Payment Dates:

Semi-annually on the 15th of every February and August

First Interest Payment Date:

February 15, 2021

Public Offering Price:

99.687%

Treasury Benchmark:

0.625% due May 15, 2030

Treasury Price:

101-02

Treasury Yield:

0.513%

Re-offer Spread vs. Treasury:

T + 340 bps

Yield to Maturity:

3.913%

Net Proceeds (before expenses):

$643,740,500

Interest Rate Adjustment:

The interest rate payable on the notes will be subject to adjustment from time to time if either Moody’s or S&P (or any substitute rating agency) downgrades (or subsequently upgrades) the debt rating assigned to the notes as described under “Description of notes—Interest rate adjustment” in the preliminary prospectus supplement.

Optional Redemption:

At any time prior to May 15, 2030 (which is the date that is 3 months prior to the maturity date of the notes), in whole or in part, at a redemption price equal to the greater of: (i) 100% of the principal amount of the notes to be redeemed, plus accrued interest to the redemption date, or (ii) the sum of the present values of the remaining scheduled payments of principal amount and interest on the notes to be redeemed that would be due if such notes matured on May 15, 2030 but for the redemption (not including any portion of payments of interest accrued as of the redemption date), discounted to the redemption date in accordance with customary market practice on a semi-annual basis at a rate equal to the sum of the Treasury Rate plus 50 basis points, plus accrued and unpaid interest to the redemption date.

 

At any time on or following May 15, 2030, in whole or in part, at a redemption price equal to 100% of the principal amount of the notes to be redeemed, plus accrued interest to the redemption date.

Mandatory Offer to Repurchase Notes:

In the event of a “Change of Control Triggering Event” as defined in the preliminary prospectus supplement at 101% of their principal amount, plus accrued and unpaid interest.

Day Count:

30 / 360

Minimum Denomination / Multiples:

$2,000 / $1,000

CUSIP / ISIN:

093662AH7 / US093662AH70

Joint Bookrunners:

J.P. Morgan Securities LLC

BofA Securities, Inc.

TD Securities (USA) LLC

U.S. Bancorp Investments, Inc.

PNC Capital Markets LLC

Truist Securities, Inc.

Co-Managers:

BBVA Securities Inc.

BMO Capital Markets Corp.

RBC Capital Markets, LLC

Wells Fargo Securities, LLC