the open market. A short position is more likely to be created if
underwriters are concerned that there may be downward pressure on
the price of the notes in the open market prior to the completion
of the offering. Stabilizing transactions consist of various bids
for or purchases of the notes made by the underwriters in the open
market prior to the completion of the offering.
The underwriters may impose a penalty bid. This occurs when a
particular underwriter repays to the other underwriters a portion
of the underwriting discount received by it because the
representatives of the underwriters have repurchased notes sold by
or for the account of that underwriter in stabilizing or
Purchases to cover a short position and stabilizing transactions
may have the effect of preventing or slowing a decline in the
market prices of the notes. In addition, these purchases, along
with the imposition of the penalty bid, may stabilize, maintain or
otherwise affect the market prices of the notes. As a result, the
prices of the notes may be higher than the prices that might
otherwise exist in the open market. These transactions may be
effected in the over-the-counter market or otherwise. If the
underwriters commence any of these transactions, they may
discontinue them at any time.
The underwriters and their affiliates are full-service financial
institutions engaged in various activities, which may include
securities trading, commercial and investment banking, corporate
trust, financial advisory, investment management, principal
investment, hedging, financing and brokerage activities. Certain of
the underwriters and their affiliates have provided in the past to
us and our affiliates and may provide, from time to time, in the
future certain commercial banking, investment banking and financial
and other advisory services for us and our affiliates, from time to
time, for which they have received and may continue to receive
customary fees and commissions. In addition, from time to time,
certain of the underwriters and their affiliates may engage in
transactions with and perform services for us and our affiliates in
the ordinary course of their business for which they may receive
customary fees and reimbursement of expenses.
In addition, for our $2,000,000,000 Revolving Credit Agreement,
dated May 6, 2020 (the “364-Day Revolving Credit Agreement”),
JPMorgan Chase Bank, N.A. serves as the administrative agent, and
Bank of America, N.A. and Citibank, N.A. serve as syndication
agents. JPMorgan Chase Bank, N.A., BofA Securities, Inc., Citibank,
N.A., and Deutsche Bank Securities Inc. serve as joint bookrunners
and joint lead arrangers and Deutsche Bank Securities Inc. serves
as a documentation agent under the 364-Day Revolving Credit
Agreement. JPMorgan Chase Bank, N.A., Bank of America, N.A.,
Citibank, N.A. and Deutsche Bank AG New York Branch, are lenders
under the 364-Day Revolving Credit Agreement. For our
$5,000,000,000 Revolving Credit Agreement, dated March 16, 2020
(the “Credit Agreement”), JPMorgan Chase Bank, N.A. serves as the
administrative agent, and Bank of America, N.A. and Citibank, N.A.
serve as syndication agents. JPMorgan Chase Bank, N.A., BofA
Securities, Inc. and Citibank, N.A. serve as joint bookrunners and
joint lead arrangers under the Credit Agreement. JPMorgan Chase
Bank, N.A., Bank of America, N.A., Citibank, N.A. and Deutsche Bank
AG New York Branch are lenders under the Credit Agreement.
Additionally, Ms. Denise Ramos serves on the board of directors of
both Bank of America Corporation, the parent of BofA Securities,
Inc. as well as the board of directors of RTX.
In the ordinary course of their various business activities, the
underwriters and their respective affiliates may make or hold a
broad array of investments, including serving as counterparties to
certain derivative and hedging arrangements, and actively trade
debt and equity securities (or related derivative securities) and
financial instruments (including bank loans) for their own account
or the account of customers. Such investment and securities
activities may involve securities and instruments of the issuer or
its affiliates. If any of the underwriters or their affiliates have
a lending relationship with us, certain of those underwriters or
their affiliates routinely hedge, and certain other of those
underwriters or their affiliates may hedge, their credit exposure
to us consistent with their customary risk management policies.
Typically, these underwriters and their affiliates would hedge such
exposure by entering into transactions which consist of either the
purchase of credit default swaps or the creation of short positions
in our securities, including potentially the notes offered hereby.
Any such credit default swaps or short positions could adversely
affect future trading prices of the notes offered hereby.
The underwriters and their affiliates may also make investment
recommendations and/or publish or express independent research
views in respect of such securities or financial instruments and
may hold, or recommend to clients that they acquire, long and/or
short positions in such securities and instruments.