10/18/2021 | Press release | Distributed by Public on 10/18/2021 15:28
Title of Each Class of Securities Offered | Maximum Aggregate Offering Price |
Amount of Registration Fee(1)(2)
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Senior Debt Security | $400,000,000 | $37,080.00 |
Principal Amount: | $400,000,000 |
Issue Price: | 99.909% of Principal Amount |
Original Issue Date: | October 25, 2021 |
Maturity Date: | October 18, 2024 |
Interest Rate: | 1.000% per annum |
Interest Payment Dates:
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Each April 18 and October 18, and the maturity date, commencing April 18, 2022
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Optional Redemption: | The issuer may redeem the notes at any time in whole or in part, at a "make-whole" redemption price equal to the greater of (1) 100% of the principal amount being redeemed or (2) the sum of the present values of the remaining scheduled payments of principal and interest (other than accrued interest) on the notes being redeemed, discounted to the redemption date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate, plus 5 basis points for the notes plus in each case of (1) and (2) above, accrued interest to, but excluding, the redemption date. |
"Comparable Treasury Issue" means the United States Treasury security selected by an Independent Investment Banker as having a maturity comparable to the remaining term of the notes being redeemed 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, (A) the average of the Reference Treasury Dealer Quotations for the redemption date, after excluding the highest and lowest Reference Treasury Dealer Quotations for that redemption date, or (B) if we obtain fewer than four Reference Treasury Dealer Quotations, the average of all the Reference Treasury Dealer Quotations obtained. | |
"Independent Investment Banker" means one of the Reference Treasury Dealers appointed by the trustee after consultation with the issuer. | |
"Reference Treasury Dealer" means (1) each of RBC Capital Markets, LLC and Scotia Capital (USA) Inc., or their respective affiliates or successors; provided, however, that if any of them ceases to be a primary U.S. Government securities dealer in the United States, the issuer will appoint another primary U.S. Government securities dealer as a substitute, (2) one primary U.S. Government securities dealer selected by each of PNC Capital Markets LLC and U.S. Bancorp Investments, Inc. and (3) any other primary U.S. Government securities dealers selected by the issuer. | |
"Reference Treasury Dealer Quotations" means, for each Reference Treasury Dealer and any redemption date, the average, as determined by the trustee, of the bid and ask prices for the Comparable Treasury Issue (expressed in each case as a percentage of its principal amount) quoted in writing to the trustee by the Reference Treasury Dealer at 5:00 p.m. New York City time on the third business day preceding the date notice is provided to each holder of the notes being redeemed. | |
"Treasury Rate" means, for any redemption date, the rate per annum equal to the semi-annual equivalent yield to maturity of the Comparable Treasury Issue, assuming a price for the Comparable Treasury Issue (expressed as a percentage of its principal amount) equal to the Comparable Treasury Price for the redemption date. | |
Payment at Maturity: | The payment at maturity will be 100% of the Principal Amount plus accrued and unpaid interest, if any |
Agent's Discount or Commission: | 0.20% |
Agents: |
RBC Capital Markets, LLC
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PNC Capital Markets LLC
|
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Scotia Capital (USA) Inc.
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U.S. Bancorp Investments, Inc.
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MUFG Securities Americas Inc.
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KeyBanc Capital Markets Inc. | |
Mizuho Securities USA LLC | |
Regions Securities LLC | |
Truist Securities, Inc. | |
Capacity: | Principal |
Form of Note: (Book-Entry or Certificated) | Book-Entry |
Other Terms: | None |
Medium-Term Notes, Series D may be issued by the Company in an unlimited aggregate principal amount. |