Special Mandatory Redemption:
|
|
The offering of the 2022 Notes is not conditioned upon the completion of the Transaction (as described in the Preliminary Prospectus Supplement dated October 29, 2019), which, if completed, will occur subsequent to the closing
of the offering of the 2022 Notes. Upon the occurrence of a Special Mandatory Redemption Trigger (as described in the Preliminary Prospectus Supplement dated October 29, 2019), the Issuer will be required to redeem the 2022 Notes, in whole, at
a redemption price equal to 101% of the aggregate principal amount of the 2022 Notes being redeemed, plus accrued and unpaid interest on the aggregate principal amount of the 2022 Notes being redeemed to, but excluding, the date of such
redemption.
|
|
The offering of the 2030 Notes is not conditioned upon the completion of the Transaction (as described in the Preliminary Prospectus Supplement dated October 29, 2019), which, if completed, will occur subsequent to the closing
of the offering of the 2030 Notes. Upon the occurrence of a Special Mandatory Redemption Trigger (as described in the Preliminary Prospectus Supplement dated October 29, 2019), the Issuer will be required to redeem the 2030 Notes, in whole, at
a redemption price equal to 101% of the aggregate principal amount of the 2030 Notes being redeemed, plus accrued and unpaid interest on the aggregate principal amount of the 2030 Notes being redeemed to, but excluding, the date of such
redemption.
|
|
|
|
Special Optional Redemption:
|
|
The 2022 Notes may also be redeemed at the Issuers option, in whole, at any time before July 1, 2020, at a redemption price equal to 101% of the aggregate principal amount of the 2022 Notes being redeemed, plus accrued
and unpaid interest on the aggregate principal amount of such 2022 Notes being redeemed to, but excluding, the date of such redemption, if, in the Issuers judgment, the Transaction will not be consummated on or before July 1, 2020.
|
|
The 2030 Notes may also be redeemed at the Issuers option, in whole, at any time before July 1, 2020, at a redemption price equal to 101% of the aggregate principal amount of the 2030 Notes being redeemed, plus accrued
and unpaid interest on the aggregate principal amount of such 2030 Notes being redeemed to, but excluding, the date of such redemption, if, in the Issuers judgment, the Transaction will not be consummated on or before July 1,
2020.
|
|
|
|
Trade Date:
|
|
October 29, 2019
|
|
October 29, 2019
|
|
|
|
Settlement Date:
|
|
T+5; November 5, 2019
|
|
T+5; November 5, 2019
|
|
|
|
CUSIP / ISIN:
|
|
233331 BE6 / US233331BE67
|
|
233331 BF3 / US233331BF33
|
|
|
|
Denominations:
|
|
$2,000 and integral multiples of $1,000 in excess thereof
|
|
$2,000 and integral multiples of $1,000 in excess thereof
|
|
|
|
Anticipated Ratings (Moodys/S&P/Fitch):*
|
|
Baa2 (Stable) / BBB (Stable) / BBB+ (Negative Watch)
|
|
Baa2 (Stable) / BBB (Stable) / BBB+ (Negative Watch)
|
|
|
|
Joint Book-Running Managers:
|
|
Barclays Capital Inc.
Citigroup Global Markets
Inc.
Scotia Capital (USA) Inc.
BofA Securities, Inc.
J.P. Morgan Securities LLC
Wells Fargo Securities, LLC
|
|
Barclays Capital Inc.
Citigroup Global Markets
Inc.
Scotia Capital (USA) Inc.
BofA Securities, Inc.
J.P. Morgan Securities LLC
Wells Fargo Securities,
LLC
|
|
|
|
Senior Co-Managers:
|
|
BMO Capital Markets Corp.
BNP Paribas
Securities Corp.
BNY Mellon Capital Markets, LLC
Fifth Third
Securities, Inc.
KeyBanc Capital Markets Inc.
Mizuho
Securities USA LLC
Morgan Stanley & Co. LLC
MUFG
Securities Americas Inc.
SunTrust Robinson Humphrey, Inc.
TD
Securities (USA) LLC
U.S. Bancorp Investments, Inc.
|
|
BMO Capital Markets Corp.
BNP Paribas
Securities Corp.
BNY Mellon Capital Markets, LLC
Fifth Third
Securities, Inc.
KeyBanc Capital Markets Inc.
Mizuho
Securities USA LLC
Morgan Stanley & Co. LLC
MUFG
Securities Americas Inc.
SunTrust Robinson Humphrey, Inc.
TD
Securities (USA) LLC
U.S. Bancorp Investments, Inc.
|