EXPECTED RATINGS (MOODY’S / S&P / FITCH / DBRS)*: A1 (STABLE) / A (STABLE) / AA-
(STABLE) / AA (STABLE)
LEGAL FORMAT: SEC-REGISTERED
MATURITY DATE: OCTOBER 25, 2024
TRADE DATE:
OCTOBER 20, 2021
SETTLEMENT DATE: OCTOBER 25, 2021 (T+3) **
INTEREST RATE: COMPOUNDED SOFR, AS DETERMINED IN ACCORDANCE WITH THE PROVISIONS SET FORTH IN THE PRELIMINARY PRICING SUPPLEMENT, PLUS THE SPREAD. IN NO
EVENT WILL THE INTEREST RATE FOR ANY INTEREST PERIOD, AS DEFINED IN THE PRELIMINARY PRICING SUPPLEMENT, BE LESS THAN THE MINIMUM INTEREST RATE.
BASE
RATE OR BENCHMARK: COMPOUNDED SOFR
SPREAD: +20 BASIS POINTS
MINIMUM INTEREST RATE: 0%
INTEREST PAYMENT DATES:
INTEREST PAYS ON THE TWENTY-FIFTH OF JANUARY, APRIL, JULY AND OCTOBER OF EACH YEAR, COMMENCING ON JANUARY 25, 2022.
DAY COUNT CONVENTION:
ACTUAL/360
BUSINESS DAY CONVENTION: MODIFIED FOLLOWING, ADJUSTED. IF ANY INTEREST PAYMENT DATE FALLS ON A DAY THAT IS NOT A BUSINESS DAY
(OTHER THAN AN INTEREST PAYMENT DATE THAT IS ALSO THE MATURITY DATE OR A REDEMPTION DATE, IF APPLICABLE), SUCH INTEREST PAYMENT DATE WILL BE POSTPONED TO THE FOLLOWING BUSINESS DAY, EXCEPT THAT, IF THE NEXT BUSINESS DAY WOULD FALL IN THE NEXT
CALENDAR MONTH, THE INTEREST PAYMENT DATE WILL BE THE IMMEDIATELY PRECEDING BUSINESS DAY. IF THE MATURITY DATE OR A REDEMPTION DATE, IF APPLICABLE, FALLS ON A DAY THAT IS NOT A BUSINESS DAY, THE PAYMENT OF PRINCIPAL AND INTEREST WILL BE MADE ON THE
NEXT SUCCEEDING BUSINESS DAY, AND NO ADDITIONAL INTEREST WILL ACCRUE FROM AND AFTER THE MATURITY DATE OR REDEMPTION DATE, AS APPLICABLE.
REDEMPTION
COMMENCEMENT DATE: SEPTEMBER 25, 2024
REDEMPTION PRICE: 100% OF THE PRINCIPAL AMOUNT OF THE NOTES REDEEMED
REDEMPTION TERMS: REDEEMABLE IN WHOLE OR IN PART AT THE OPTION OF THE ISSUER ON OR AFTER THE REDEMPTION COMMENCEMENT DATE AT THE REDEMPTION PRICE, PLUS
ACCRUED AND UNPAID INTEREST THEREON TO THE DATE OF REDEMPTION ON WRITTEN NOTICE GIVEN TO THE REGISTERED HOLDERS OF THE NOTES NOT LESS THAN 5 NOR MORE THAN 30 CALENDAR DAYS PRIOR TO THE DATE OF REDEMPTION.
PRINCIPAL AMOUNT: $400,000,000
PRICE TO PUBLIC:
100.000% OF PRINCIPAL AMOUNT PLUS ACCRUED INTEREST, IF ANY, FROM OCTOBER 25, 2021
NET PROCEEDS (BEFORE EXPENSES) TO ISSUER: $399,400,000
DENOMINATIONS: $1,000 X $1,000
LISTING: NONE
CUSIP/ISIN: 06406RAY3 / US06406RAY36
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BOOKRUNNERS:
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BARCLAYS CAPITAL INC.
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CREDIT SUISSE SECURITIES (USA) LLC
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J.P. MORGAN SECURITIES LLC
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BNY MELLON CAPITAL MARKETS, LLC
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CO-MANAGERS:
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ACADEMY SECURITIES, INC.
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CIBC WORLD MARKETS CORP.
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NOMURA SECURITIES INTERNATIONAL, INC.
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AMERIVET SECURITIES, INC.
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SIEBERT WILLIAMS SHANK & CO., LLC
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The issuer has filed a registration statement (including a preliminary pricing supplement and the accompanying prospectus and
prospectus supplement) with the SEC for the offering to which this communication relates. Before you invest, you should read the preliminary pricing supplement and the accompanying prospectus and prospectus supplement in that registration statement,
and other documents the issuer has filed with the SEC for more complete information about the issuer and this offering. You may get these documents for free by visiting EDGAR on the SEC website at www.sec.gov. Alternatively, the issuer, any
underwriter or any dealer participating in the offering will arrange to send you the prospectus if you request it by calling Barclays Capital Inc. at
1-888-603-5847, Credit Suisse Securities (USA) LLC at 1-800-221-1037, J.P. Morgan Securities LLC at 1-212-834-4533 or BNY Mellon
Capital Markets, LLC at 1-800-269-6864.