Defeasance:
The defeasance and covenant defeasance provisions of the Senior Indenture described under
Description of Debt SecuritiesDebt Securities Issued by the Company under the Senior Indenture or the Senior Subordinated IndentureLegal Defeasance and Covenant Defeasance in the Prospectus will apply to the Notes.
The following selling restriction appearing in the accompanying Prospectus Supplement is amended in its entirety as follows:
PRIIPs Regulation / Prospectus Regulation / Prohibition of Sales to EEA Retail Investors:
The Notes are not intended to be offered, sold or otherwise
made available to and should not be offered, sold or otherwise made available to any retail investor in the European Economic Area (EEA). For these purposes, a retail investor means a person who is one (or more) of: (i) a retail
client as defined in point (11) of Article 4(1) of Directive 2014/65/EU (as amended, MiFID II); or (ii) a customer within the meaning of Directive (EU) 2016/97 (the Insurance Distribution Directive), where that
customer would not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II; or (iii) not a qualified investor as defined in Regulation (EU) 2017/1129 (the Prospectus Regulation); and the expression
offer includes the communication in any form and by any means of sufficient information on the terms of the offer and the Notes to be offered so as to enable an investor to decide to purchase or subscribe the Notes. Consequently no key
information document required by Regulation (EU) No 1286/2014 (as amended, the PRIIPs Regulation) for offering or selling the Notes or otherwise making them available to retail investors in the EEA has been prepared and therefore
offering or selling the Notes or otherwise making them available to any retail investor in the EEA may be unlawful under the PRIIPs Regulation.
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.
|
|
$
|
270,000,000
|
|
Credit Suisse Securities (USA) LLC
|
|
$
|
270,000,000
|
|
Goldman Sachs & Co. LLC
|
|
$
|
270,000,000
|
|
BNY Mellon Capital Markets, LLC
|
|
$
|
80,000,000
|
|
Academy Securities, Inc.
|
|
$
|
30,000,000
|
|
SG Americas Securities, LLC
|
|
$
|
30,000,000
|
|
TD Securities (USA) LLC
|
|
$
|
30,000,000
|
|
Loop Capital Markets LLC
|
|
$
|
10,000,000
|
|
Stern Brothers & Co.
|
|
$
|
10,000,000
|
|
Total:
|
|
$
|
1,000,000,000
|
|
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 third business day following the date of this pricing supplement, or T+3. Trades of securities in the secondary market generally are required to settle in two business days, referred to as
T+2, 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+2 basis, investors who wish to trade the Notes before a final settlement 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.
We estimate that we will pay approximately $265,000 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.