After giving effect to this offering, we would have had
$ billion of consolidated indebtedness outstanding as of March 31, 2022 (without reflecting any application of the net proceeds from this offering
to fund the purchase of the Tender Offer Notes pursuant to the Tender Offers or the repayment or redemption of any 2022 Notes and 2023 Notes that are not validly tendered and accepted for payment in the Tender Offers).
Maturity and Interest
The 20
notes will mature on , 20 , the 20 notes will mature on
, 20 , the 20 notes will mature on
, 20 and the 20 notes will mature on
, 20 . The 20 notes will bear interest at % per annum, the
20 notes will bear interest at % per annum, the 20 notes will bear interest at % per annum and the 20 notes will bear interest at
% per annum. We will pay interest on the notes semi-annually in arrears on and
of each year, beginning on , 2022, to the persons in
whose name the notes are registered at the close of business on the immediately preceding or
(whether or not such record date is a business day). Interest on the notes will be computed on the basis of a
360-day year composed of twelve 30-day months. If an interest payment date or maturity date for the notes falls on a day that is not a business day, we will make the
payment on the next business day and no additional interest shall accrue as a result of the delay in payment.
Optional Redemption
Prior to the Applicable Par Call Date, we may redeem any series of notes, in whole at any time or in part from time to time, at our option, for
cash, at a redemption price equal to the greater of:
|
(1) |
100% of the principal amount of the notes to be redeemed; or |
|
(2) |
(a) the sum of the present values of the remaining scheduled payments of principal and interest thereon
discounted to the redemption date (assuming such notes matured on the Applicable Par Call Date) on a semi-annual basis (assuming a 360-day year consisting of
twelve 30-day months) at the Treasury Rate, plus basis points with respect to the 20 notes, basis points with respect to the
20 notes, basis points with respect to the 20 notes and basis points with respect to the 20 notes, less (b) interest
accrued and unpaid thereon to the redemption date, |
plus, in each case, accrued and unpaid interest, if any, thereon to, but not
including, the date of redemption.
In addition, on or after the Applicable Par Call Date, we may redeem any series of notes in whole at
any time or in part from time to time, at our option, for cash, at a redemption price equal to 100% of the principal amount of such series of notes, plus accrued and unpaid interest to, but not including, the redemption date.
The principal amount of any note remaining outstanding after a redemption in part shall be $2,000 or an integral multiple of $1,000 in excess
thereof. Notwithstanding the foregoing, installments of interest on notes that are due and payable on interest payment dates falling on or prior to a redemption date will be payable on the interest payment date to the registered holders as of the
close of business on the relevant record date.
Applicable Par Call Date means (1) with respect to the 20
notes, , 20 ( month prior to the maturity date of the 20 notes), (2) with respect to the 20 notes,
, 20 ( months prior to the maturity date of the 20 notes), (3) with respect to the 20 notes, , 20
( months prior to the maturity date of the 20 notes) and (4) with respect to the 20 notes, , 20
( months prior to the maturity date of the 20 notes).
Treasury
Rate means, with respect to any redemption date, the yield determined by the Company in accordance with the following two paragraphs.
The Treasury Rate shall be determined by the Company after 4:15 p.m., New York City time (or after such time as yields on U.S. government
securities are posted daily by the Board of Governors of the Federal Reserve
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