If data for a given market segment were unavailable for any day, then the most recently
available data for that segment would be utilized, with the rates on each transaction from that day adjusted to account for any change in the level of market rates in that segment over the intervening period. SOFR would be calculated from this
adjusted prior days data for segments where current data were unavailable, and unadjusted data for any segments where data were available. To determine the change in the level of market rates over the intervening period for the missing market
segment, the New York Federal Reserve would use information collected through a daily survey conducted by its trading desk of primary dealers repo borrowing activity. Such daily survey would include information reported by BofA Securities,
Inc., our affiliate, as a primary dealer.
FRBNY currently publishes SOFR daily on its website at
https://apps.newyorkfed.org/markets/autorates/sofr. FRBNY states on its publication page for SOFR that use of SOFR is subject to important disclaimers, limitations and indemnification obligations, including that FRBNY may alter the methods of
calculation, publication schedule, rate revision practices or availability of SOFR at any time without notice.
Each U.S. government
securities business day, the FRBNY publishes SOFR on its website at approximately 8:00 a.m., New York City time. If errors are discovered in the transaction data provided by The Bank of New York Mellon or DTCC Solutions LLC, or in the calculation
process, subsequent to the initial publication of SOFR but on that same day, SOFR and the accompanying summary statistics may be republished at approximately 2:30 p.m., New York City time. Additionally, if transaction data from The Bank of New York
Mellon or DTCC Solutions LLC had previously not been available in time for publication, but became available later in the day, the affected rate or rates may be republished at around this time. Rate revisions will only be effected on the same day as
initial publication and will only be republished if the change in the rate exceeds one basis point. Any time a rate is revised, a footnote to the FRBNYs publication would indicate the revision. This revision threshold will be reviewed
periodically by the FRBNY and may be changed based on market conditions.
SOFR is published by FRBNY based on data received from other
sources, and we have no control over its determination, calculation or publication.
FRBNY started publishing SOFR in April 2018. FRBNY
also has published historical indicative Secured Overnight Financing Rates dating back to 2014, although such historical indicative data inherently involves assumptions, estimates and approximations. Investors should not rely on such historical
indicative data or on any historical changes or trends in SOFR as an indicator of the future performance of SOFR.
Neither the Federal
Reserve Bank of New Yorks website, nor any of the information or materials available thereon, are incorporated by reference into this pricing supplement.
Optional Redemption
We may redeem the
notes at our option: (i) in whole, but not in part, on the Interest Payment Date on July 23, 2029, and (ii) in whole at any time or in part from time to time on or after June 21, 2030 and prior to the Maturity Date for the notes,
in each case upon at least 10 business days but not more than 60 calendar days prior written notice to holders of the notes being redeemed at a redemption price equal to 100% of the principal amount of such notes, plus accrued and unpaid
interest, if any, thereon, to, but excluding, the applicable redemption date.
In addition, we may redeem the notes, at our option, in
whole at any time or in part from time to time, on or after January 23, 2020 (or, if additional notes are issued after July 23, 2019, then, for such notes, beginning six months after the issue date of such additional notes), and prior to
July 23, 2029 upon at least 10 business days but not more than 60 calendar days prior written notice to the holders of the notes being redeemed, at a make-whole redemption price equal to the greater of:
(i) 100% of the principal amount of the notes being redeemed; or
(ii) as determined by the quotation agent described below, the sum of the present values of (a) the principal amount of the notes to be
redeemed, as if paid on July 23, 2029 and (b) the scheduled payments of interest on the notes to be redeemed, that would have been payable from the redemption date to July 23, 2029, in
PS-14