Filed Pursuant to Rule 424(b)(2)
Registration No. 333-266989
PROSPECTUS SUPPLEMENT
(To Prospectus dated
August 19, 2022)
$3,000,000,000
$350,000,000 FLOATING RATE SENIOR NOTES DUE 2027
$750,000,000 5.100% SENIOR NOTES DUE 2027
$750,000,000 5.050% SENIOR NOTES DUE 2029
$500,000,000 5.200% SENIOR NOTES DUE 2031
$650,000,000 5.300% SENIOR NOTES DUE 2034
We are offering
$350.0 million aggregate principal amount of Floating Rate Senior Notes due 2027 (the Floating Rate Notes), $750.0 million aggregate principal amount of 5.100% Senior Notes due 2027 (the 2027 Notes),
$750.0 million aggregate principal amount of 5.050% Senior Notes due 2029 (the 2029 Notes), $500.0 million aggregate principal amount of 5.200% Senior Notes due 2031 (the 2031 Notes) and $650.0 million
aggregate principal amount of 5.300% Senior Notes due 2034 (the 2034 Notes and, together with the 2027 Notes, the 2029 Notes, and the 2031 Notes, the Fixed Rate Notes, and together with the Floating Rate Notes, the
Notes).
The Floating Rate Notes will bear interest at a floating rate, reset quarterly, equal to Compounded SOFR (as defined
herein), plus 0.880%. We will pay interest on the Floating Rate Notes quarterly in arrears on March 15, June 15, September 15 and December 15 of each year, commencing on June 15, 2024. Interest will accrue on the Floating
Rate Notes from the date of original issuance. The Floating Rate Notes will mature on March 15, 2027.
We will pay interest on the
Fixed Rate Notes semi-annually in arrears on March 15 and September 15 of each year, beginning on September 15, 2024. The 2027 Notes, the 2029 Notes, the 2031 Notes and the 2034 Notes will mature on March 15, 2027, March 15,
2029, March 15, 2031 and March 15, 2034, respectively.
We may not redeem the Floating Rate Notes prior to maturity. We may redeem
any series of the Fixed Rate Notes, in whole or in part, at the applicable redemption prices set forth under Description of the NotesOptional Redemption. If we experience a change of control triggering event, we may be
required to offer to repurchase each series of the Notes from holders.
The Notes will be fully and unconditionally guaranteed by certain of
our domestic subsidiaries and all of our existing and future subsidiaries that guarantee any of our other indebtedness. The Notes and the Subsidiary Guarantees (as defined herein) will be effectively junior to our secured indebtedness and the
secured indebtedness of the Subsidiary Guarantors (as defined herein), respectively, in each case, to the extent of the value of the assets securing such indebtedness.
The Notes will be our unsecured and unsubordinated obligations and will rank equally in right of payment with all of our current and future
unsecured and unsubordinated indebtedness (including borrowings under the 2022 Revolving Credit Agreement (as defined herein) and our existing senior unsecured notes). Each of the Subsidiary Guarantees will be an unsecured and unsubordinated
obligation of the Subsidiary Guarantor providing such Subsidiary Guarantee and will rank equally in right of payment with such Subsidiary Guarantors current and future unsecured and unsubordinated indebtedness (including its guarantee of the
borrowings under the 2022 Revolving Credit Agreement and our existing senior unsecured notes).
We intend to use a portion of the net
proceeds from this offering to fund the Repurchase (as defined herein) and the remainder for general corporate purposes, including repayment of outstanding commercial paper borrowings and/or certain of our outstanding senior notes. See
Prospectus Supplement SummaryRecent Developments and Use of Proceeds. This offering is not contingent on the consummation of the Repurchase.
See Risk Factors beginning on page S-9
and in our latest Annual Report on Form 10-K which is incorporated by reference into this prospectus supplement (as such risk factors may be updated from time to time in our public filings) for a discussion of
certain risks that you should consider in connection with an investment in the Notes.
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Per Floating Rate Note |
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Total |
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Per 2027 Note |
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Total |
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Per 2029 Note |
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Total |
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Per 2031 Note |
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Total |
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Per 2034 Note |
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Total |
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Public offering price(1) |
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100.000 |
% |
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$ |
350,000,000 |
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99.874 |
% |
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$ |
749,055,000 |
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99.723 |
% |
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$ |
747,922,500 |
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99.801 |
% |
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$ |
499,005,000 |
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99.806 |
% |
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$ |
648,739,000 |
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Underwriting discount |
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0.250 |
% |
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$ |
875,000 |
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0.250 |
% |
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$ |
1,875,000 |
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0.350 |
% |
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$ |
2,625,000 |
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0.400 |
% |
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$ |
2,000,000 |
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0.450 |
% |
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$ |
2,925,000 |
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Proceeds, before expenses, to us(1) |
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99.750 |
% |
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$ |
349,125,000 |
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99.624 |
% |
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$ |
747,180,000 |
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99.373 |
% |
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$ |
745,297,500 |
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99.401 |
% |
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$ |
497,005,000 |
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99.356 |
% |
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$ |
645,814,000 |
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(1) |
Plus accrued interest, if any, from March 7, 2024, if settlement occurs after that date.
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Neither the Securities and Exchange Commission (the SEC) nor any state securities commission has approved or
disapproved of the securities or determined that this prospectus supplement or the accompanying prospectus is accurate or complete. Any representation to the contrary is a criminal offense.
The Notes will not be listed on a securities exchange. Currently, there are no public markets for any series of the Notes.
The underwriters expect to deliver the Notes to purchasers through the book-entry delivery system of The Depository Trust Company and its
participants, including Clearstream Banking S.A. and Euroclear Bank SA/NV, on or about March 7, 2024.
Joint
Book-Running Managers
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BofA Securities |
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Goldman Sachs & Co. LLC |
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J.P. Morgan |
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Mizuho |
BBVA |
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BNP PARIBAS |
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Credit Agricole CIB |
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IMI Intesa Sanpaolo |
Morgan Stanley |
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Rabo Securities |
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RBC Capital Markets |
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SMBC Nikko |
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Truist Securities |
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US Bancorp |
Senior Co-Managers
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Citigroup |
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HSBC |
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Huntington Capital Markets |
PNC Capital Markets LLC |
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TD Securities |
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Wells Fargo Securities |
Co-Managers
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Drexel Hamilton |
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Independence Point Securities |
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Ramirez & Co., Inc. |
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Siebert Williams Shank |
The date of this prospectus supplement is March 4, 2024.