2021, we had approximately $10.4 billion of outstanding senior unsecured indebtedness, not including the debt of our subsidiaries. As of September 30, 2021, the debt of our
subsidiaries, to which the Notes will be structurally subordinated, was approximately $320 million.
Optional Redemption
Prior to the applicable Par Call Date (as defined below), the Notes of each series will be redeemable in whole or in part, at our
option at any time and from time to time, at a redemption price equal to the greater of:
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(i)
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100% of the principal amount of the Notes to be redeemed and
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(ii)
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the sum, as determined by an Independent Investment Banker, of the present values of the remaining scheduled
payments of principal and interest on the Notes to be redeemed that would be due if the Notes matured on the Par Call Date (exclusive of interest accrued to the date of redemption) discounted to the redemption date on a semiannual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate plus basis
points for the 2031 Notes and basis points for the 2051 Notes, in each case plus accrued interest on the Notes to be redeemed to, but not including, the
date of redemption. Calculation of the redemption price will be made by us or on our behalf by such person as we shall designate.
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On or after the applicable Par Call Date, the Notes of each series will be redeemable in whole or in part, at our option at any time and from
time to time, at a redemption price equal to 100% of the principal amount of the Notes to be redeemed plus accrued interest on the Notes to be redeemed to, but not including, the date of redemption.
Comparable Treasury Issue means the United States Treasury security selected by the Independent Investment Banker as having an
actual or interpolated maturity comparable to the remaining term of the Notes to be redeemed (assuming for this purpose that such Notes matured on the applicable Par Call Date) 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 to the remaining term of such Notes.
Comparable Treasury Price means, with respect to any redemption date, (i) the average of the Reference Treasury Dealer
Quotations for such redemption date, after excluding the highest and lowest Reference Treasury Dealer Quotations, or (ii) if the Independent Investment Banker is provided with fewer than four such Reference Treasury Dealer Quotations, the
average of all such quotations.
Independent Investment Banker means one of the Reference Treasury Dealers appointed by the
Company.
Par Call Date means ,
20 ( months prior to the maturity date of the 2031 Notes) for the 2031 Notes
and ,
20 ( months prior to the maturity date of the 2051 Notes) for the 2051 Notes.
Reference Treasury Dealer means (i) with respect to the 2031 Notes, BofA Securities, Inc., Citigroup Global Markets Inc.,
J.P. Morgan Securities LLC and Wells Fargo Securities, LLC and each of their respective successors, (ii) with respect to the 2051 Notes, BofA Securities, Inc., Citigroup Global Markets Inc., Barclays Capital Inc. and HSBC Securities (USA) Inc.
and each of their respective successors, and (iii) in each case, one other primary U.S. Government securities dealer for the City of New York (each a Primary Treasury Dealer) as we may specify from time to time; provided, however,
that if any of them ceases to be a Primary Treasury Dealer, we will substitute another Primary Treasury Dealer.
Reference Treasury
Dealer Quotations means, with respect to each Reference Treasury Dealer and any redemption date, the average, as determined by the Independent Investment Banker, of the bid and asked prices for the Comparable Treasury Issue (expressed as a
percentage of its principal amount) quoted in writing to the Independent Investment Banker by such Reference Treasury Dealer at 5:00 p.m., New York City time, on the third business day preceding such redemption date.
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