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twelve 30-day months) at the treasury rate plus 10 basis points, minus
interest (on the Notes to be redeemed) accrued to, but excluding, the redemption date,
plus, in either case of (i) or (ii) above, accrued and unpaid interest, if any, on the principal amount of the Notes being redeemed to, but
excluding, the applicable redemption date.
Notwithstanding the foregoing, any
interest on Notes being redeemed that is due and payable on an Interest Payment Date falling on or prior to a redemption date for such Notes will be payable on such Interest Payment Date to holders of such Notes being redeemed as of the close of
business on the relevant record date according to the terms of the Notes and the Senior Indenture.
treasury rate means, with respect to any redemption date, the rate per annum equal to: (1) the yield, under the heading that represents
the average for the week immediately prior to the calculation date, appearing in the most recently published statistical release appearing on the website of the Board of Governors of the Federal Reserve System or in another recognized electronic
source, in each case, as determined by the quotation agent in its sole discretion, and that establishes yields on actively traded U.S. Treasury securities adjusted to constant maturity, for the maturity corresponding to the applicable
comparable treasury issue; provided that, if no maturity is within three months before or after June 14, 2023, yields for the two published maturities most closely corresponding to the applicable comparable treasury issue will be
determined and the treasury rate will be interpolated or extrapolated from those yields on a straight-line basis, rounding to the nearest month; or (2) if such release (or any successor release) is not published during the week immediately
prior to the calculation date or does not contain such yields, the semi-annual equivalent yield to maturity or interpolated maturity (on a day-count basis) of the comparable treasury issue, calculated using a
price for the applicable comparable treasury issue (expressed as a percentage of its principal amount) equal to the related comparable treasury price for such redemption date.
The treasury rate will be calculated by the quotation agent on the third business day
preceding the applicable redemption date of the Notes.
In determining the treasury
rate, the below terms will have the following meaning:
comparable treasury
issue means, with respect to any redemption date, the U.S. Treasury security or securities selected by the quotation agent as having an actual or interpolated (on a day-count basis) maturity
comparable to the remaining term of the Notes to be redeemed, as if such Notes matured on June 14, 2023, that would be utilized, at the time of selection and in accordance with customary financial practice, in pricing new issues of corporate
debt securities of comparable maturity
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