After giving effect to this offering, we would have had
$ billion of consolidated indebtedness outstanding as of March 31, 2020 (without reflecting any application of the net proceeds to repay outstanding borrowings, in whole or in part, under our
Revolving Credit Facility).
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 , 2020, 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:
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(1)
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100% of the principal amount of the notes to be redeemed; or
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(2)
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an amount determined by the Quotation Agent equal to the sum of the present values of the remaining scheduled
payments of principal and interest thereon that would be due if such series of notes matured on the Applicable 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 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,
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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 (
month 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).
Comparable Treasury Issue means the United States Treasury security selected by the Quotation Agent as having a maturity
comparable to the period from the relevant redemption date to the maturity date or, if applicable, the Applicable Par Call Date (the remaining term) of the notes of the applicable series to be 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 series of notes.
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