Defeasance: The defeasance and covenant defeasance provisions of the Senior Indenture described under
“Description of Debt Securities—Debt Securities Issued by the Company under the Senior Indenture or the Senior Subordinated Indenture—Legal Defeasance and Covenant Defeasance” in the Prospectus will apply to the Notes.
United States Federal Income Tax Consequences: The Company believes that the Notes should be treated as variable rate Notes that are not issued with
original issue discount for United States federal income tax purposes. See the discussion in the prospectus supplement under “United States Federal Income Tax Consequences” for a discussion of the United States federal income tax
consequences of investing in the Notes.
No PRIIPs or UK PRIIPs KID: No PRIIPs or UK PRIIPs key information document (KID) has been prepared as not
available to retail in EEA or UK. See “Prohibition of Sales to EEA Retail Investors” and “Prohibition of Sales to UK Retail Investors” in the prospectus supplement.
The following selling restrictions appearing in the accompanying Prospectus Supplement are amended in their
entirety as follows:
Singapore. This prospectus supplement and the accompanying prospectus have not been and will not be registered as
prospectuses with the Monetary Authority of Singapore under the Securities and Futures Act 2001 (the “SFA”). Accordingly, this prospectus supplement, and the accompanying prospectus and any other document or material in connection with
the offer or sale, or invitation for subscription or purchase, of the Notes have not been and will not be circulated or distributed, nor have the Notes been or will be offered or sold, or be made the subject of an invitation for subscription or
purchase, whether directly or indirectly, to any person in Singapore other than (i) to an institutional investor (as defined in Section 4A of the SFA) pursuant to Section 274 of the SFA or (ii) to an accredited investor (as defined in
Section 4A of the SFA) pursuant to and in accordance with the conditions specified in Section 275 of the SFA.
SFA Product Classification—In
connection with Section 309B of the SFA and the Securities and Futures (Capital Markets Products) Regulations 2018 (“CMP Regulations 2018”), the Company has determined, and hereby notifies all persons (including all relevant persons
(as defined in Section 309A(1) of the SFA)), that the Notes are “prescribed capital markets products” (as defined in the CMP Regulations 2018) and Excluded Investment Products (as defined in MAS Notice SFA 04-N12: Notice on the Sale of
Investment Products and MAS Notice FAA-N16: Notice on Recommendations on Investment Products).
Plan of Distribution: The Notes described herein
are being purchased, severally and not jointly, by the agents named in the below table (the “Agents”), each as principal, on the terms and conditions described in the prospectus supplement under the caption “Plan of Distribution of
Medium-Term Notes (Conflicts of Interest).”
|
|
|
|
|
| Agent |
|
Aggregate Principal Amount
of Notes to be Purchased |
|
| Citigroup Global Markets Inc. |
|
$ |
300,000,000 |
|
| J.P. Morgan Securities LLC |
|
$ |
300,000,000 |
|
| Morgan Stanley & Co. LLC |
|
$ |
300,000,000 |
|
| Loop Capital Markets LLC |
|
$ |
100,000,000 |
|
| BNY Mellon Capital Markets, LLC |
|
$ |
100,000,000 |
|
| BMO Capital Markets Corp. |
|
$ |
18,750,000 |
|
| ING Financial Markets LLC |
|
$ |
18,750,000 |
|
| Intesa Sanpaolo IMI Securities Corp. |
|
$ |
18,750,000 |
|
| Oversea-Chinese Banking Corporation Limited |
|
$ |
18,750,000 |
|
| Amerivet Securities, Inc. |
|
$ |
12,500,000 |
|
| Great Pacific Securities |
|
$ |
12,500,000 |
|
| Mischler Financial Group, Inc. |
|
$ |
12,500,000 |
|
| Stern Brothers & Co. |
|
$ |
12,500,000 |
|
| Tigress Financial Partners, LLC |
|
$ |
12,500,000 |
|
| American Veterans Group, PBC |
|
$ |
6,250,000 |
|
| Zeus Financial LLC |
|
$ |
6,250,000 |
|
|
|
|
|
|
| Total: |
|
$ |
1,250,000,000 |
|
|
|
|
|
|
The Agents expect to deliver the Notes in book-entry form only through the facilities of The Depository Trust Company against
payment in New York, New York on or about the fifth business day following the date of this pricing supplement, or “T+5”. Trades of securities in the secondary market generally are required to settle in one business day, referred to as
“T+1”, unless the parties to a trade agree otherwise. Accordingly, by virtue of the fact that the initial delivery of the Notes will not be made on a T+1 basis, investors who wish to trade the Notes more than one business day before the
Original Issue Date will be required to specify an alternative settlement cycle at the time of any such trade to prevent a failed settlement.
The
prospectus, prospectus supplement and this pricing supplement may be used by the Company, BNY Mellon Capital Markets, LLC and any other affiliate controlled by the Company in connection with offers and sales relating to the initial sales of
securities and any market-making transaction involving the securities after the initial sale. These transactions may be executed at negotiated prices that are related to market prices at the time of purchase or sale, or at other prices. The Company
and its affiliates may act as principal or agent in these transactions.
The Agents and their respective affiliates are full service financial
institutions engaged in various activities, which may include securities trading, commercial and investment banking, financial advisory, investment management, investment research, principal investment, hedging, financing and brokerage activities.
Certain of the Agents and their respective affiliates have, from time to time, performed, and may in the future perform, various financial advisory and investment banking services for the Company, for which they received or will receive customary
fees and expenses.
To the extent any Agent that is not a U.S. registered broker-dealer intends to effect any offers or sales of any Notes in
the United States, it will do so through one or more U.S. registered broker-dealers in accordance with the applicable U.S. securities laws and regulations. Oversea-Chinese Banking Corporation Limited (“OCBC”) is restricted in its
securities dealings in the United States and will not underwrite, subscribe, agree to purchase or procure purchasers to purchase notes that are offered or sold in the United States. Accordingly, OCBC shall not be obligated to, and shall not,
underwrite, subscribe, agree to purchase or procure purchasers to purchase Notes that may be offered or sold by other underwriters in the United States. OCBC shall offer and sell the Notes constituting part of its allotment solely outside the United
States.
We estimate that we will pay approximately $295,000 for expenses, excluding underwriting discounts and commissions.
In the ordinary course of their various business activities, the Agents and their respective affiliates have made or held, and may in the future make or hold,
a broad array of investments including serving as counterparties to certain derivative and hedging arrangements, and may have actively traded, and, in the future may actively trade, debt and equity securities (or related derivative securities), and
financial instruments (including bank loans) for their own account and for the accounts of their customers and may have in the past and at any time in the future hold long and short positions in such securities and instruments. Such investment and
securities activities may have involved, and in the future may involve, securities and instruments of the Company.
