Defeasance: The defeasance and covenant defeasance
provisions of the Senior Indenture described under “Description of
Debt Securities—Debt Securities Issued by the Company under the
Senior Indenture or the Senior Subordinated Indenture—Legal
Defeasance and Covenant Defeasance” in the Prospectus will apply to
the Notes.
No PRIIPs or UK PRIIPs KID: No PRIIPs or UK PRIIPs key
information document (KID) has been prepared as not available to
retail in EEA or UK. See “Prohibition of Sales to EEA Retail
Investors” and “Prohibition of Sales to UK Retail Investors” in the
prospectus supplement.
Plan of Distribution: The Notes described herein are being
purchased, severally and not jointly, by the agents named in the
below table (the “Agents”), each as principal, on the terms
and conditions described in the prospectus supplement under the
caption “Plan of Distribution of Medium-Term Notes (Conflicts of
Interest).”
|
|
|
|
|
Agent |
|
Aggregate Principal Amount
of Notes to be Purchased |
|
Citigroup Global Markets Inc.
|
|
$ |
133,000,000 |
|
Deutsche Bank Securities Inc.
|
|
$ |
133,000,000 |
|
Loop Capital Markets LLC
|
|
$ |
133,000,000 |
|
RBC Capital Markets, LLC
|
|
$ |
133,000,000 |
|
Samuel A. Ramirez & Company, Inc.
|
|
$ |
133,000,000 |
|
Siebert Williams Shank & Co., LLC
|
|
$ |
133,000,000 |
|
BNY Mellon Capital Markets, LLC
|
|
$ |
47,500,000 |
|
TD Securities (USA) LLC
|
|
$ |
34,846,000 |
|
Commonwealth Bank of Australia
|
|
$ |
34,827,000 |
|
Jefferies LLC
|
|
$ |
34,827,000 |
|
|
|
|
|
|
Total:
|
|
$ |
950,000,000 |
|
|
|
|
|
|
The Agents expect to deliver the Notes in book-entry form only
through the facilities of The Depository Trust Company against
payment in New York, New York on or about the fifth business day
following the date of this pricing supplement, or “T+5”. Trades of
securities in the secondary market generally are required to settle
in two business days, referred to as “T+2”, unless the parties to a
trade agree otherwise. Accordingly, by virtue of the fact that the
initial delivery of the Notes will not be made on a T+2 basis,
investors who wish to trade the Notes more than two business days
before the Original Issue Date will be required to specify an
alternative settlement cycle at the time of any such trade to
prevent a failed settlement.
The prospectus, prospectus supplement and this pricing supplement
may be used by the Company, BNY Mellon Capital Markets, LLC and any
other affiliate controlled by the Company in connection with offers
and sales relating to the initial sales of securities and any
market-making transaction involving the securities after the
initial sale. These transactions may be executed at negotiated
prices that are related to market prices at the time of purchase or
sale, or at other prices. The Company and its affiliates may act as
principal or agent in these transactions.
The Agents and their respective affiliates are full service
financial institutions engaged in various activities, which may
include securities trading, commercial and investment banking,
financial advisory, investment management, investment research,
principal investment, hedging, financing and brokerage activities.
Certain of the Agents and their respective affiliates have, from
time to time, performed, and may in the future perform, various
financial advisory and investment banking services for the Company,
for which they received or will receive customary fees and
expenses.
To the extent any Agent that is not a U.S. registered broker-dealer
intends to effect any offers or sales of any Notes in the United
States, it will do so through one or more U.S. registered
broker-dealers in accordance with the applicable U.S. securities
laws and regulations.
We estimate that we will pay approximately $165,000 for expenses,
excluding underwriting discounts and commissions.
In the ordinary course of their various business activities, the
Agents and their respective affiliates have made or held, and may
in the future make or hold, a broad array of investments including
serving as counterparties to certain derivative and hedging
arrangements, and may have actively traded, and, in the future may
actively trade, debt and equity securities (or related derivative
securities), and financial instruments (including bank loans) for
their own account and for the accounts of their customers and may
have in the past and at any time in the future hold long and short
positions in such securities and instruments. Such investment and
securities activities may have involved, and in the future may
involve, securities and instruments of the Company.