Optional Redemption of the Notes
Prior to June 30, 2030 (three months prior to the maturity date (the par call date)), we may redeem the notes, in whole at any time
or in part from time to time, at our option, at a redemption price equal to accrued and unpaid interest on the principal amount of the notes being redeemed to, but excluding, the redemption date plus the greater of:
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100% of the principal amount of the notes to be redeemed; and
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the sum 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 (not including any portion of such payments of interest accrued to the date of redemption) discounted to the date of redemption on a semiannual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate plus 30 basis points.
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On or after the par call date, we may redeem the notes, in whole at any time or in part from time to time, at our option, at a redemption
price equal to 100% of the principal amount of the notes being redeemed plus accrued and unpaid interest to, but excluding, the redemption date.
Treasury Rate means, with respect to any date of redemption, the rate per annum equal to the semiannual equivalent yield to
maturity or interpolated maturity (on a day count basis) 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 such date of
redemption.
Comparable Treasury Issue means the United States Treasury security or securities selected by an Independent
Investment Banker as having an actual or interpolated maturity that would be utilized, at the time of selection and in accordance with customary financial practice, in pricing a new issue of corporate debt securities maturing on June 30, 2030.
Independent Investment Banker means one of BofA Securities, Inc., J.P. Morgan Securities LLC, Morgan Stanley & Co. LLC
and Wells Fargo Securities, LLC, and their successors, appointed by us or, if such firm is unwilling or unable to select the Comparable Treasury Issue, an independent investment banking institution of national standing appointed by us.
Comparable Treasury Price means with respect to any date of redemption for the notes (1) the average of four Reference
Treasury Dealer Quotations for such date of redemption, after excluding the highest and lowest of such Reference Treasury Dealer Quotations, or (2) if the Independent Investment Banker obtains fewer than four such Reference Treasury Dealer
Quotations, the average of all such quotations.
Reference Treasury Dealer means each of (i) BofA Securities, Inc., (ii)
J.P. Morgan Securities LLC, and its successors, (iii) Morgan Stanley & Co. LLC, (iv) Wells Fargo Securities, LLC and (v) two other primary U.S. government securities dealers (each a Primary Treasury Dealer),
specified by us; provided that if any of the foregoing or any Primary Treasury Dealer specified by us shall cease to be a Primary Treasury Dealer, we will substitute therefor another Primary Treasury Dealer.
Reference Treasury Dealer Quotations means, with respect to the Reference Treasury Dealer and any date of redemption, the average,
as determined by the Independent Investment Banker, of the bid and asked prices for the Comparable Treasury Issue (expressed, in each case, as a percentage of its principal amount) quoted in writing to the Independent Investment Banker by such
Reference Treasury Dealer at 3:30 p.m., New York City time, on the third business day preceding such date of redemption.
Notice of any
optional redemption of any notes will be given to registered holders of the notes to be redeemed or, if the notes are represented by one or more global security certificates, sent in accordance with the
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