Filed Pursuant to Rule 424(b)(5)
Registration No. 333-268084
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 are not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not
permitted.
Subject to
Completion, dated May 13, 2024
Preliminary Prospectus Supplement
(To Prospectus dated November 1, 2022)
$
% Fixed-to-Fixed Reset
Rate
Junior Subordinated Notes due 2054
We are offering
$ of our % Fixed-to-Fixed Reset Rate Junior Subordinated Notes due 2054 (the Notes). The Notes will bear interest (i) from
and including the original issue date (as defined herein) to, but excluding, November , 2029 at the rate of % per annum and (ii) from and including November , 2029, during each Reset Period (as defined herein) at a rate per annum
equal to the Five-year U.S. Treasury Rate (as defined herein) as of the most recent Reset Interest Determination Date (as defined herein) plus a spread of %, to be reset on each Reset Date (as defined herein), and will mature on November ,
2054. Interest on the Notes will accrue from and including May , 2024 and will be payable semi-annually in arrears on May and November of each year, beginning on November , 2024.
So long as no event of default (as defined herein) with respect to the Notes has occurred and is continuing, we may, at our option, defer interest payments on
the Notes, from time to time, for one or more deferral periods of up to 20 consecutive semi-annual Interest Payment Periods (as defined herein) each. During any deferral period, interest on the Notes will continue to accrue at the then-applicable
interest rate on the Notes (as reset from time to time on any Reset Date occurring during such deferral period in accordance with the terms of the Notes) and, in addition, interest on deferred interest will accrue at the then-applicable interest
rate on the Notes (as reset from time to time on any Reset Date occurring during such deferral period in accordance with the terms of the Notes), compounded semi-annually, to the extent permitted by applicable law. See Supplemental Description
of the NotesOption to Defer Interest Payments.
At our option, we may redeem some or all of the Notes at any time and from time to time at the
applicable redemption price described herein.
The Notes will be issued in denominations of $2,000 and integral multiples of $1,000 in excess thereof.
The Notes will be our unsecured obligations and will rank junior and subordinate in right of payment to the prior payment in full of our existing and future
Senior Indebtedness (as defined herein). The Notes will rank equally in right of payment with any future unsecured indebtedness that we may incur from time to time if the terms of such indebtedness provide that it ranks equally with the Notes in
right of payment.
Investing in the Notes involves risks. For a discussion of these risks, please refer to Risk Factors beginning on page S-8 of this prospectus supplement and the Risk Factors section in our most recent Annual Report on Form 10-K.
Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of the Notes or passed upon the adequacy or
accuracy of this prospectus supplement or the accompanying prospectus. Any representation to the contrary is a criminal offense.
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Price to Public(1) |
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Underwriting Discount |
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Proceeds to Us Before Expenses |
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Per Note |
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% |
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% |
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Total Notes |
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$ |
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$ |
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$ |
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(1) |
Plus accrued interest from May , 2024, if settlement occurs after that date. |
The Notes will be a new issue of securities with no established trading market. The Notes will not be listed on any securities exchange nor do we intend to
seek their quotation on any automated dealer quotation system.
We expect that delivery of the Notes will be made to investors through the book-entry
delivery system of The Depository Trust Company (DTC) for the accounts of its participants, including Clearstream Banking S.A. (Clearstream) and Euroclear Bank SA/NV (Euroclear), on or about May , 2024.
Joint Book-Running Managers
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BofA Securities |
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Goldman Sachs & Co. LLC |
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J.P. Morgan |
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Morgan Stanley |
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Wells Fargo Securities |
The date of this prospectus supplement is May , 2024.