Minimum Interest Rate: 0%
Day Count Convention with Respect to the Floating Rate Period: Actual/360
Business Day Convention: With respect to the Fixed Rate Period, including the Interest Payment Date occurring on April ,
20 , following, unadjusted. If any Interest Payment Date with respect to Fixed Rate Period interest falls on a day that is not a Business Day, the payment of interest will be made on the next succeeding Business Day, and no
additional interest will accrue on account of such postponement. With respect to the Floating Rate Period, excluding the Interest Payment Date occurring on April , 20 , modified following, adjusted. If
any Interest Payment Date with respect to Floating Rate Period interest falls on a day that is not a Business Day (other than an Interest Payment Date that is also the Maturity Date or a redemption date, if applicable), such Interest Payment Date
will be postponed to the following Business Day, except that, if the next Business Day would fall in the next calendar month, the Interest Payment Date will be the immediately preceding Business Day. If the Maturity Date or a redemption date, if
applicable, falls on a day that is not a Business Day, the payment of principal and interest will be made on the next succeeding Business Day, and no additional interest will accrue from and after the Maturity Date or redemption date, as applicable.
Optional Redemption Date: April , 20
Redemption Commencement Date: , 20
Redemption Price: 100% of the principal amount of the Notes redeemed
Optional Redemption: Redeemable at the option of the issuer (i) in whole, but not in part, on the Optional Redemption Date or (ii) in whole or in
part from time to time on or after the Redemption Commencement Date, in each case at the Redemption Price, plus accrued and unpaid interest thereon to the date of redemption, on written notice given to the registered holders of the Notes not less
than 5 nor more than 30 calendar days prior to the date of redemption.
The Notes are not bank
deposits and are not insured by the Federal Deposit Insurance Corporation or any other governmental agency, nor are they obligations of, or guaranteed by, a bank.
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Form: |
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☒ |
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Book Entry |
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☐ |
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Certificated |
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Redemption: |
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☐ |
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The Notes cannot be redeemed prior to maturity |
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☒ |
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The Notes may be redeemed prior to maturity |
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Repayment: |
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☒ |
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The Notes cannot be repaid prior to maturity |
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The Notes can be repaid prior to maturity at the option of the holder of the Notes |
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Discount Note: |
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☐ Yes ☒ No |
Recent Developments: On March 12 and 13, 2023, following the closures of Silicon Valley Bank (SVB) and
Signature Bank and the appointment of the Federal Deposit Insurance Corporation (FDIC) as the receiver for those banks, the FDIC announced that, under the systemic risk exception set forth in the Federal Deposit Insurance Act
(FDIA), all insured and uninsured deposits of those banks were transferred to the respective bridge banks for SVB and Signature Bank.
The
FDIC also announced that, as required by the FDIA, any losses to the Deposit Insurance Fund (DIF) to support uninsured depositors would be recovered by a special assessment. Under the FDIA, the assessment may be on insured depository
institutions, depository institution holding companies (with the concurrence of the Treasury Secretary), or both, as the FDIC determines to be appropriate. In March 2023 testimony before Congress, the Chairman of the FDIC stated that the FDIC then
preliminarily estimated the losses to the DIF of resolving SVB and Signature Bank to be $22.5 billion in the aggregate. The FDIA provides that the special assessment will be prescribed through regulation, and the Chairman also noted in the same
testimony that the FDIC intends to issue a proposed rulemaking for the assessment in May 2023.