Singapore Securities and Futures Act Product Classification Solely for the purposes of its
obligations pursuant to sections 309B(1)(a) and 309B (1)(c) of the SFA, the Company has determined, and hereby notifies all relevant persons (as defined in Section 309A(1) of the SFA) that the Notes are prescribed capital markets
products (as defined in the Securities and Futures (Capital Markets Products) Regulations 2018) and Excluded Investment Products (as defined in MAS Notice SFA 04-N12: Notice on the Sale of Investment
Products and MAS Notice FAA-N16: Notice on Recommendations on Investment Products).
Switzerland: The Notes
may not be offered, sold or advertised, directly or indirectly, in, into or from Switzerland on the basis of a public offering and will not be listed on the SIX Swiss Exchange or any other offering or regulated trading facility in Switzerland.
Accordingly, this prospectus supplement and the accompanying prospectus have been prepared without regard to the disclosure standards for issuance prospectuses under article 652a or article 1156 of the Swiss Code of Obligations or the disclosure
standards for listing prospectuses under article 27 ff. of the Listing Rules of the SIX Swiss Exchange or any other regulated trading facility in Switzerland. Neither this prospectus supplement and the accompanying prospectus nor any other offering
or marketing materials relating to the Notes may be copied, reproduced, distributed or passed on to others or otherwise made available in Switzerland without our prior written consent. Neither this prospectus supplement and the accompanying
prospectus nor any other offering or marketing materials relating to the issuer or the Notes have been or will be filed with or approved by any Swiss regulatory authority. In particular, this prospectus supplement and the accompanying prospectus
will not be filed with, and the offer of the Notes will not be supervised by, the Swiss Financial Market Supervisory Authority, and the offer of the Notes has not been and will not be authorized under the Swiss Federal Act on Collective Investment
Schemes (the CISA). The investor protection afforded to acquirers of interests in collective investment schemes under the CISA does not extend to acquirers of the Notes.
Plan of Distribution: The Notes described herein are being purchased, severally and not jointly, by the agents named in the below table (the
Agents), each as principal, on the terms and conditions described in the prospectus supplement under the caption Plan of Distribution of Medium-Term Notes (Conflicts of Interest).
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|
|
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Agent
|
|
Aggregate Principal Amount
of Notes to be Purchased
|
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Credit Suisse Securities (USA) LLC
|
|
$
|
202,500,000
|
|
Morgan Stanley & Co. LLC
|
|
$
|
202,500,000
|
|
Santander Investment Securities Inc.
|
|
$
|
202,500,000
|
|
BNY Mellon Capital Markets, LLC
|
|
$
|
60,000,000
|
|
Intesa Sanpaolo S.p.A.
|
|
$
|
22,500,000
|
|
Scotia Capital (USA) Inc.
|
|
$
|
22,500,000
|
|
SMBC Nikko Securities America, Inc.
|
|
$
|
22,500,000
|
|
CastleOak Securities, L.P.
|
|
$
|
7,500,000
|
|
Roberts & Ryan Investments, Inc.
|
|
$
|
7,500,000
|
|
|
|
|
|
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Total:
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$
|
750,000,000
|
|
|
|
|
|
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The Agents expect to deliver the Notes in book-entry form only through the facilities of The Depository Trust Company against
payment in New York, New York on or about the fifth business day following the date of this pricing supplement, or T+5. Trades of securities in the secondary market generally are required to settle in two business days, referred to as
T+2, unless the parties to a trade agree otherwise. Accordingly, by virtue of the fact that the initial delivery of the Notes will not be made on a T+2 basis, investors who wish to trade the Notes more than two business days before the Original
Issue Date will be required to specify an alternative settlement cycle at the time of any such trade to prevent a failed settlement.
The prospectus,
prospectus supplement and this pricing supplement may be used by the Company, BNY Mellon Capital Markets, LLC and any other affiliate controlled by the Company in connection with offers and sales relating to the initial sales of securities and any
market-making transaction involving the securities after the initial sale. These transactions may be executed at negotiated prices that are related to market prices at the time of purchase or sale, or at other prices. The Company and its affiliates
may act as principal or agent in these transactions.
The Agents and their respective affiliates are full service financial institutions engaged in
various activities, which may include securities trading, commercial and investment banking, financial advisory, investment management, investment research, principal investment, hedging, financing and brokerage activities. Certain of the Agents and
their respective affiliates have, from time to time, performed, and may in the future perform, various financial advisory and investment banking services for the Company, for which they received or will receive customary fees and expenses.
To the extent any Agent that is not a U.S. registered broker-dealer intends to effect any offers or sales of any notes in the United States, it will do so
through one or more U.S. registered broker-dealers in accordance with the applicable U.S. securities laws and regulations.
We estimate that we will pay
approximately $260,000 for expenses, excluding underwriting discounts and commissions.
In the ordinary course of their various business activities, the
Agents and their respective affiliates have made or held, and may in the future make or hold, a broad array of investments including serving as counterparties to certain derivative and hedging arrangements, and may have actively traded, and, in the
future may actively trade, debt and equity securities (or related derivative securities), and financial instruments (including bank loans) for their own account and for the accounts of their customers and may have in the past and at any time in the
future hold long and short positions in such securities and instruments. Such investment and securities activities may have involved, and in the future may involve, securities and instruments of the Company.