DESCRIPTION OF NOTES
The Notes will be issued under an indenture dated as of January 10, 2020, between us and The Bank of New York Mellon, as trustee (the
Trustee), as supplemented by a supplemental indenture dated as of July 15, 2021, among us, and the Trustee, setting forth the terms and conditions of the Notes. We refer to the indenture, as supplemented by the supplemental indenture, as
the indenture.
The Notes will constitute a series of our senior debt securities described under the heading Description of Debt
Securities in the accompanying prospectus, as modified by the description below. In the event of a conflict between the description in this prospectus supplement, and the description in the accompanying prospectus, the description in this
prospectus supplement will control. Because this section is a summary, it does not describe every aspect of the Notes and the indenture. We urge you to read the indenture because it, and not this description, defines your rights as a holder of the
Notes.
General
The
Notes will be issued in the initial aggregate principal amount of $33,500,000 (or $38,500,000 if the underwriters exercise their overallotment option in full). The Notes will mature on August 1, 2026. The principal payable at maturity will be
100% of the aggregate principal amount. The interest rate on the Notes is 6.000% per year and will be paid every February 1, May 1, August 1 and November 1 of each year, commencing on November 1, 2021, and the regular record
dates for interest payments will be the 15th calendar day (whether or not a business day) before each interest payment date. The initial interest period will be the period from and including July
15, 2021 to, but excluding, the initial interest payment date, and the subsequent interest periods will be the periods from and including an interest payment date to, but excluding, the next interest payment date or the stated maturity date, as the
case may be. Interest will be computed on the basis of a 360-day year consisting of twelve 30-day months.
We will issue the Notes in denominations of $25 and integral multiples of $25 in excess thereof. The Notes will not be subject to any sinking
fund and holders of the Notes will not have the option to have the Notes repaid prior to the stated maturity date.
The indenture does not
contain any provisions that give you protection in the event we issue a large amount of debt or we are acquired by another entity or we pay a large dividend to our shareholders.
We have the ability to issue indenture securities with terms different from the Notes and, without the consent of the holders thereof, to
reopen the Notes and issue additional Notes in any amount having the same terms as the Notes in all respects, except for the issue date and, if applicable, the issue price, the initial interest payment date and the initial interest accrual date. Any
such additional Notes will constitute Notes for all purposes of the indenture and will (together with all other Notes issued under the indenture) constitute a single series of Notes under the indenture. If additional Notes are not
fungible with the Notes offered hereby for U.S. federal income tax purposes, as applicable, as determined by us, such additional Notes may have a separate CUSIP number.
Optional Redemption
The
Notes may be redeemed in whole or in part at any time or from time to time at our option on or after August 1, 2023 upon not less than 30 days nor more than 60 days written notice by electronic delivery or first class mail (or, in case of Notes
represented by one or more global securities, transmitted in accordance with the depositarys procedures) prior to the date fixed for redemption thereof, at a redemption price equal to 100% of the outstanding principal amount of Notes being
redeemed plus accrued and unpaid interest to, but excluding, the date fixed for redemption.
You may be prevented from exchanging or
transferring the Notes when they are subject to redemption. In case any Notes are to be redeemed in part only, the redemption notice will provide that, upon surrender of such Note, you will receive, without a charge, a new Note or Notes of
authorized denominations representing the principal amount of your remaining unredeemed Notes. Any exercise of our option to redeem the Notes will be done in compliance with the indenture.
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