Filed Pursuant to Rule 424(b)(5)
Registration No. 333-255513
The information in this preliminary prospectus supplement is not
complete and may be changed. This preliminary prospectus supplement and the accompanying prospectus are not an offer to sell these securities, and we are not soliciting offers to buy these securities, in any jurisdiction where the offer or sale is
not permitted.
Subject to
completion, dated May 3, 2021
Preliminary Prospectus Supplement
(To Prospectus dated April 26, 2021)
$ % Notes due 2026
$ % Notes due 2031
$ % Notes due 2041
We are offering $ aggregate principal amount of % Notes due
2026 (the 2026 notes), $ aggregate principal amount of % Notes due 2031 (the 2031 notes) and
$ aggregate principal amount of % Notes due 2041 (the 2041 notes and, together with the 2026 notes and the 2031
notes, the notes).
The 2026 notes will mature on , 2026 and will bear
interest at the rate of % per annum. The 2031 notes will mature on , 2031 and will bear interest at the rate of % per annum. The
2041 notes will mature on , 2041 and will bear interest at the rate of % per annum. Interest on the notes will be payable semi-annually, in arrears, on
and of each year, beginning
, 2021.
We may redeem the notes, in whole or in part, at
any time prior to their maturity at the applicable redemption prices described in this prospectus supplement.
The notes will be unsecured and will rank
equally with all our other existing and future senior unsecured indebtedness and senior in right of payment to all of our existing and future subordinated indebtedness. Our obligations under the notes will be fully and unconditionally guaranteed by
certain of our subsidiaries in accordance with the terms of the indenture under which the notes will be issued. The guarantee of each guarantor will rank equally in right of payment with all other existing and future senior unsecured indebtedness of
such guarantor.
The notes will be issued only in denominations of $2,000 and integral multiples of $1,000 above that amount.
The notes are new issues of securities with no established trading market. We do not intend to apply for the notes to be listed on any securities exchange or
to arrange for the notes to be quoted on any quotation system.
See Risk factors beginning on page S-5 for a discussion of certain risks that you should consider in connection with an investment in the notes, as well as the risks set forth in our other filings with the Securities and Exchange Commission that are
incorporated by reference in this prospectus supplement and the accompanying prospectus.
Neither the Securities and Exchange Commission nor any
state securities commission has approved or disapproved of the notes or determined if this prospectus supplement or the accompanying prospectus is truthful or complete. Any representation to the contrary is a criminal offense.
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Per
2026 Note
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Total
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Per
2031 Note
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Total
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Per
2041 Note
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Total
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Price to Public (1)
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%
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$
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%
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$
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%
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$
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Underwriting Discounts
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%
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$
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%
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$
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%
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$
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Proceeds, Before Expenses, to Us (1)
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%
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$
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%
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$
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%
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$
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(1)
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Plus accrued interest
from , 2021, if settlement occurs after that date.
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The notes are expected to be delivered in book-entry form only through the facilities of The Depository Trust Company and its participants, including
Euroclear Bank S.A./N.V. and Clearstream Banking, société anonyme, on or about , 2021.
Joint Book-Running Managers
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BofA Securities
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J.P. Morgan
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Wells Fargo Securities
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BBVA
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Mizuho Securities
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RBC Capital Markets
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, 2021