Item 8.01. Other Events.
On December 8, 2016, the Registrant closed the public offering of $550,000,000 aggregate principal amount of its 3.280% Senior Notes due 2026 (the 2026 Notes) and $700,000,000 aggregate principal amount of its 4.200% Senior Notes due 2046 (the 2046 Notes and, together with the 2026 Notes, the Senior Notes). The Senior Notes were registered under the Registrants registration statement on Form S-3 (File No. 333-203757) (the Registration Statement).
The Senior Notes were issued pursuant to an Indenture, dated as of December 16, 1997, between the Registrant and U.S. Bank National Association (successor in interest to State Street Bank and Trust Company), as trustee (the Trustee), as amended by the Third Supplemental Indenture, dated as of July 23, 1999, and the Sixth Supplemental Indenture, dated as of June 12, 2000, and as supplemented by the Nineteenth Supplemental Indenture, with respect to the 2026 Notes (the Nineteenth Supplemental Indenture), and the Twentieth Supplemental Indenture, with respect to the 2046 Notes (the Twentieth Supplemental Indenture), each dated as of December 8, 2016.
The Senior Notes are senior unsecured obligations of the Registrant and rank equally with all unsecured and unsubordinated indebtedness of the Registrant from time to time outstanding. The 2026 Notes will bear interest at a rate of 3.280% per year and the 2046 Notes will bear interest at a rate of 4.200% per year. The Registrant will pay interest on the Senior Notes semi-annually in arrears on June 15 and December 15 of each year, beginning on June 15, 2017. The 2026 Notes will mature on December 15, 2026 and the 2046 Notes will mature on December 15, 2046.
The foregoing descriptions of the Nineteenth Supplemental Indenture, the Twentieth Supplemental Indenture, the 2026 Notes and the 2046 Notes are qualified in their entirety by reference to the terms of such documents, which are filed hereto as Exhibits 4.1 through 4.4, respectively, and incorporated herein by reference.
On December 8, 2016, Willkie Farr & Gallagher LLP, counsel to the Registrant, issued an opinion and consent as to the validity of the Senior Notes, which is filed hereto as Exhibits 5.1 and 23.1, respectively, and incorporated herein by reference.
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