Joint Book-Running Managers
|
|
|
|
|
|
|
|
|
Morgan Stanley |
|
MUFG |
|
PNC Capital Markets LLC |
|
US Bancorp |
|
Wells Fargo Securities |
|
|
|
|
|
Underwriters Capacity: |
|
|
|
☐ As agent |
|
☒ As principal |
|
|
|
|
|
If as principal: |
|
|
|
☐ The Notes are being offered at varying prices relating to prevailing market prices at the time of sale. |
|
|
|
|
|
|
|
☒ Each series of Notes is being offered at a fixed initial public offering price equal to the applicable Public Offering Price (as a percentage of Principal Amount). |
Legal Matters
The validity of the securities will be passed upon for us by Sullivan & Cromwell LLP, New York, New York, and for the Underwriters by
Mayer Brown LLP, Chicago, Illinois. Certain legal matters relating to Florida law will be passed upon by David M. Beilin, Associate General Counsel of the Company. Mr. Beilin owns shares of common stock of the Company.
Terms of Notes
Master Global
Book-Entry Notes
The Notes will be represented by a global security. Generally, all securities represented by the same global security
will have the same terms. Issuers may, however, issue a global security that represents multiple securities of the same kind, such as debt securities, that have different terms and are issued at different times. We call this global security a master
global security. We have elected to issue a master global security that represents each series of our Medium-Term Notes and will represent the Notes offered hereby. The terms of the Notes described in this Pricing Supplement will be incorporated by
reference into the master global security.
Trustee
U.S. Bank Trust Company, National Association (successor trustee to The Bank of New York Mellon Trust Company, N.A.), is the trustee (the
Trustee) under the indenture, dated as of October 3, 2003. An affiliate of the Trustee is a lender under the Companys global revolving credit facility, and the Company may maintain other banking relationships in the ordinary
course of business with the Trustee or its affiliates.
Plan of Distribution
Under the terms and subject to the conditions of the Selling Agency Agreement, dated March 26, 2021, among the Company and Academy
Securities, Inc., BNP Paribas Securities Corp., BofA Securities, Inc., CastleOak Securities L.P., Comerica Securities, Inc., Commerz Markets LLC, Fifth Third Securities, Inc., KeyBanc Capital Markets Inc., Mizuho Securities USA LLC, Morgan
Stanley & Co. LLC, MUFG Securities Americas Inc., PNC Capital Markets LLC, RBC Capital Markets, LLC, Regions Securities LLC, TD Securities (USA) LLC, Truist Securities, Inc., and U.S. Bancorp Investments, Inc., as well as under the terms of
the Terms Agreement, dated , 2024, among the Company and Morgan Stanley & Co. LLC, MUFG Securities Americas Inc., PNC Capital Markets LLC, U.S. Bancorp Investments, Inc., and Wells Fargo Securities, LLC as representatives of the
underwriters named below (collectively, the Underwriters), the Underwriters have agreed severally to purchase and the Company has agreed to sell the Notes to the Underwriters in the respective principal amounts set forth below:
|
|
|
|
|
|
|
|
|
Underwriters |
|
Principal Amount of Notes |
|
|
Principal Amount of Notes |
|
|
|
|
|
|
Morgan Stanley & Co. LLC |
|
$ |
|
|
|
$ |
|
|
MUFG Securities Americas Inc. |
|
|
|
|
|
|
|
|
PNC Capital Markets LLC |
|
|
|
|
|
|
|
|
U.S. Bancorp Investments, Inc. |
|
|
|
|
|
|
|
|
Wells Fargo Securities, LLC |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
$ |
|
|
|
$ |
|
|
|
|
|
|
|
|
|
|
|
PS-4