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Senior Co-Managers:
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J.P. Morgan Securities LLC (3%)
Wells Fargo
Securities, LLC (3%)
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Co-Managers:
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Academy Securities, Inc. (1%)
CastleOak
Securities, L.P. (1%)
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Expected Issue Ratings:
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Moodys: Baa1 (Stable)
S&P: BBB+ (Stable)
Fitch: A- (Stable)
DBRS: A (Stable)
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We expect that delivery of the notes will be made to investors on or about February 6, 2020, which will be the 3rd business day following the date hereof (such settlement being referred to as T+3). Under Rule 15c6-1 under the Securities Exchange Act of 1934, trades in the secondary market 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 prior to the second business day before the delivery of the notes hereunder will be
required, by virtue of the fact that the notes initially will settle in T+3, to specify an alternate settlement arrangement 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 before their date of delivery hereunder should consult their advisors.
The issuer has filed a registration statement (including a
prospectus) with the Securities and Exchange Commission (SEC) for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement, the supplements thereto 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 website at www.sec.gov.
Alternatively, a copy of the prospectus (including the supplements thereto) for the offering can be obtained by calling KeyBanc Capital Markets Inc. toll-free
at 1 (866) 227-6479, BofA Securities, Inc. toll-free at 1 (800) 294-1322, Goldman Sachs & Co. LLC toll-free at 1 (866) 471-2526, or Morgan Stanley & Co. LLC toll-free at 1 (866) 718-1649.
Conflicts of Interest
Because KeyBanc Capital Markets
Inc. is deemed to be an affiliate of KeyCorp, this offering is being conducted in compliance with FINRA Rule 5121. See Supplemental Information Concerning the Plan of Distribution (Conflicts of Interest) in the pricing supplement
relating to the notes.
Ratings
An explanation of
the significance of ratings may be obtained from the ratings agencies. Generally, ratings agencies base their ratings on such material and information, and such of their own investigations, studies and assumptions, as they deem appropriate. The
security ratings above are not a recommendation to buy, sell or hold the securities hereby. The ratings may be subject to revision or withdrawal at any time by Moodys Investors Service, S&P Global Ratings, Fitch Ratings, Inc. and DBRS,
Inc. Each of the security ratings above should be evaluated independently of any other security rating.
Any disclaimers or other notices that may
appear below are not applicable to this communication and should be disregarded. Such disclaimers or other notices were automatically generated as a result of this communication being sent via Bloomberg or another email system.
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