Underwriting Agreement dated as of March 24, 2021
Exhibit 1.1
Southern California Edison Company
$400,000,000 Floating Rate First and Refunding Mortgage Bonds, Series 2021B,
Due 2023
$400,000,000 Floating Rate First and Refunding Mortgage Bonds, Series 2021C,
Due 2024
$350,000,000 0.70% First and Refunding Mortgage Bonds, Series 2021D,
Due 2023
$700,000,000 1.10% First and Refunding Mortgage Bonds, Series 2021E,
Due 2024
Underwriting Agreement
New York, New York
March 24, 2021
Barclays Capital Inc.
745 Seventh Avenue
New York, New York 10019
BNP Paribas Securities Corp.
787 Seventh Avenue, 7th Floor
New York, New York 10019
Mizuho Securities USA LLC
1271 Avenue of the Americas
New York, New York 10020
MUFG Securities Americas Inc.
1221 Avenue of the Americas, 6th Floor
New York, New York 10020-1001
as Representatives of the several Underwriters
Ladies and Gentlemen:
Southern California Edison Company, a corporation organized under the laws of the State of California (the “Company”), proposes to sell to the several underwriters named in Schedule I hereto (the “Underwriters”), for whom you (the “Representatives”) are acting as representatives, $400,000,000 aggregate principal amount of its Floating Rate First and Refunding Mortgage
Bonds, Series 2021B, Due 2023 (the “2021B Bonds”), $400,000,000 aggregate principal amount of its Floating Rate First and Refunding Mortgage Bonds, Series 2021C, Due 2024 (the “2021C Bonds”), $350,000,000 aggregate principal amount of its 0.70% First and Refunding Mortgage Bonds, Series 2021D, Due 2023 (the “2021D Bonds”) and $700,000,000 aggregate principal amount of its 1.10% First and Refunding Mortgage Bonds, Series 2021E, Due 2024 (the “2021E Bonds,” and together with the 2021B Bonds, the 2021C Bonds and the 2021D Bonds, the “Securities”). The Securities shall be issued under the One Hundred Forty-Sixth Supplemental Indenture to be dated as of March 29, 2021 (the “Supplemental Indenture”) to a Trust Indenture dated as of October 1, 1923 (the “Trust Indenture” and, as supplemented by the Supplemental Indenture, the “Indenture”) between the Company and The Bank of New York Mellon Trust Company, N.A., as successor to Harris Trust and Savings Bank, and D.G. Donovan, as successor trustee to Pacific-Southwest Trust & Savings Bank, as trustees (the “Trustees”). To the extent there are no additional Underwriters listed on Schedule I other than you, the term Representatives as used herein shall mean you, as Underwriters, and the terms Representatives and Underwriters shall mean either the singular or plural as the context requires. Any reference herein to the Registration Statement, the Base Prospectus, any Preliminary Prospectus Supplement or the Final Prospectus Supplement shall be deemed to refer to and include the documents incorporated by reference therein pursuant to Item 12 of Form S-3 which were filed under the Exchange Act on or before the Effective Date of the Registration Statement or the issue date of the Base Prospectus, any Preliminary Prospectus Supplement or the Final Prospectus Supplement, as the case may be; and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement, the Base Prospectus, any Preliminary Prospectus Supplement or the Final Prospectus Supplement shall be deemed to refer to and include the filing of any document under the Exchange Act after the Effective Date of the Registration Statement or the issue date of the Base Prospectus, any Preliminary Prospectus Supplement or the Final Prospectus Supplement, as the case may be, deemed to be incorporated therein by reference. Certain terms used herein are defined in Section 21 hereof.
2
3
4
5
6
7
8
Any certificate signed by any officer of the Company and delivered to the Representatives or counsel for the Underwriters in connection with the offering of the Securities shall be deemed a representation and warranty by the Company, as to matters covered thereby, to each Underwriter.
9
10
11
12
13
14
Such opinion will also include language to the effect that such counsel has no reason to believe that, as of the Initial Sale Time, the documents included in the Disclosure Package contained any untrue statement of a material fact or omitted to state any material fact necessary in order to make the statements therein, in the light of circumstances under which they were made, not misleading.
Such opinion will also include language to the effect that counsel has no reason to believe that on the Effective Date the Registration Statement contained any untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary to make the statements therein not misleading or that the Final Prospectus Supplement as of its date and on the Closing Date included or includes any untrue statement of a material fact or omitted or omits to state any material fact necessary in
15
order to make the statements therein, in light of the circumstances under which they were made, not misleading.
In rendering such opinion, such counsel may rely (A) as to matters involving the application of laws of any jurisdiction other than the State of California or the Federal laws of the United States, to the extent she deems proper and specified in such opinion, upon the opinion of other counsel of good standing whom she believes to be reliable and who are satisfactory to counsel for the Underwriters and (B) as to matters of fact, to the extent she deems proper, on certificates of responsible officers of the Company and public officials. Such counsel may render such opinion subject to such exceptions and qualifications as are reasonable or customary under the circumstances and acceptable to counsel for the Underwriters. References to the Final Prospectus Supplement in this paragraph (b) shall also include any supplements thereto at the Closing Date.
16
If any of the conditions specified in this Section 6 shall not have been fulfilled when and as provided in this Agreement, or if any of the opinions and certificates mentioned above or elsewhere in this Agreement shall not be reasonably satisfactory in form and substance to the Representatives and counsel for the Underwriters, this Agreement and all obligations of the Underwriters hereunder may be canceled at, or at any time prior to, the Closing Date by the Representatives. Notice of such cancellation shall be given to the Company in writing or by telephone or facsimile confirmed in writing.
17
The documents required to be delivered by this Section 6 shall be delivered at the office of Cleary Gottlieb Steen & Hamilton LLP, counsel for the Underwriters, at One Liberty Plaza, New York, NY, on the Closing Date.
18
19
20
21
For the purposes of this Section 15:
“BHC Act Affiliate” has the meaning assigned to the term “affiliate” in, and shall be interpreted in accordance with, 12 U.S.C. § 1841(k).
“Covered Entity” means any of the following:
(i) a “covered entity” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 252.82(b);
(ii) a “covered bank” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 47.3(b); or
(iii) a “covered FSI” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 382.2(b).
“Default Right” has the meaning assigned to that term in, and shall be interpreted in accordance with, 12 C.F.R. §§ 252.81, 47.2 or 382.1, as applicable.
22
“U.S. Special Resolution Regime” means each of (i) the Federal Deposit Insurance Act and the regulations promulgated thereunder and (ii) Title II of the Dodd-Frank Wall Street Reform and Consumer Protection Act and the regulations promulgated thereunder.
“Act” shall mean the Securities Act of 1933, as amended, and the rules and regulations of the Commission promulgated thereunder.
“Base Prospectus” shall mean the prospectus referred to in paragraph 1(a) above contained in the Registration Statement at the Effective Date.
“Business Day” shall mean any day other than a Saturday, a Sunday or a legal holiday or a day on which banking institutions or trust companies are authorized or obligated by law to close in New York City.
“Code” shall mean the Internal Revenue Code of 1986, as amended, and applicable regulations promulgated thereunder.
23
“Commission” shall mean the Securities and Exchange Commission.
“Disclosure Package” shall mean (i) the Preliminary Prospectus Supplement, as amended and supplemented to the Initial Sale Time, (ii) the Issuer Free Writing Prospectuses, if any, identified in Schedule III hereto, (iii) the Final Term Sheets and (iv) any other Free Writing Prospectus that the parties hereto shall hereafter expressly agree in writing to treat as part of the Disclosure Package.
“Effective Date” shall mean each date and time that the Registration Statement and any post-effective amendment or amendments thereto became or become effective.
“Exchange Act” shall mean the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission promulgated thereunder.
“Execution Time” shall mean the date and time that this Agreement is executed and delivered by the parties hereto.
“Final Prospectus Supplement” shall mean the prospectus supplement relating to the Securities that was first filed pursuant to Rule 424(b) after the Execution Time, together with the Base Prospectus.
“Free Writing Prospectus” shall mean a free writing prospectus, as defined in Rule 405.
“Initial Sale Time” shall mean 4:40 p.m. (Eastern time) on the date of this Underwriting Agreement.
“Issuer Free Writing Prospectus” shall mean an issuer free writing prospectus, as defined in Rule 433.
“Material Adverse Effect” shall mean, with respect to the Company, any effect that is materially adverse to the condition (financial or otherwise), prospects, earnings, business or properties of the Company and its subsidiaries, taken as a whole, whether or not arising from transactions in the ordinary course of business.
“Preliminary Prospectus Supplement” shall mean any preliminary prospectus supplement to the Base Prospectus which describes the Securities and the offering thereof and is used prior to filing of the Final Prospectus Supplement, together with the Base Prospectus.
“Registration Statement” shall mean the registration statement referred to in paragraph 1(a) above, including exhibits and financial statements, as amended on each Effective Date and, in the event any post-effective amendment thereto becomes effective prior to the Closing Date, shall also mean such registration statement as so amended.
“Rule 158”, “Rule 163”, “Rule 164”, “Rule 172”, “Rule 405”, “Rule 415”, “Rule 424”, “Rule 433”, “Rule 456” and “Rule 457” refer to such rules under the Act.
24
“Trust Indenture Act” shall mean the Trust Indenture Act of 1939, as amended, and the rules and regulations of the Commission promulgated thereunder.
25
If the foregoing is in accordance with your understanding of our agreement, please sign and return to us the enclosed duplicate hereof, whereupon this letter and your acceptance shall represent a binding agreement among the Company and the several Underwriters.
Very truly yours,
SOUTHERN CALIFORNIA EDISON COMPANY
By: /s/ Natalia Woodward
Name: Natalia Woodward
Title: Treasurer
[Signature Page to Underwriting Agreement]
The foregoing Agreement is hereby
confirmed and accepted as of the
date first above written.
BARCLAYS CAPITAL INC.
By: /s/ Lindsey VanEgmond
Name: Lindsey VanEgmond
Title: Managing Director
BNP PARIBAS SECURITIES CORP.
By: /s/ Pasquale A. Perragila IV
Name: Pasquale A. Perragila IV
Title: Director
MIZUHO SECURITIES USA LLC
By: /s/ Victor Forte
Name: Victor Forte
Title: Managing Director
MUFG SECURITIES AMERICAS INC.
By: /s/Richard Testa
Name: Richard Testa
Title: Managing Director
For themselves and the other several Underwriters
named in Schedule I to the foregoing Agreement.
[Signature Page to Underwriting Agreement]
SCHEDULE I
Underwriter | Principal Amount of 2021B Bonds to be Purchased | Principal Amount of 2021C Bonds to be Purchased | Principal Amount of 2021D Bonds to be Purchased | Principal Amount of 2021E Bonds to be Purchased |
$56,667,000 | $56,667,000 | $49,584,000 | $99,167,000 | |
$56,667,000 | $56,667,000 | $49,584,000 | $99,167,000 | |
$56,667,000 | $56,667,000 | $49,584,000 | $99,167,000 | |
$56,667,000 | $56,667,000 | $49,584,000 | $99,167,000 | |
$56,666,000 | $56,666,000 | $49,582,000 | $99,166,000 | |
$56,666,000 | $56,666,000 | $49,582,000 | $99,166,000 | |
$10,000,000 | $10,000,000 | $8,750,000 | $17,500,000 | |
$10,000,000 | $10,000,000 | $8,750,000 | $17,500,000 | |
$10,000,000 | $10,000,000 | $8,750,000 | $17,500,000 | |
$10,000,000 | $10,000,000 | $8,750,000 | $17,500,000 | |
$10,000,000 | $10,000,000 | $8,750,000 | $17,500,000 | |
$10,000,000 | $10,000,000 | $8,750,000 | $17,500,000 | |
Total | $400,000,000 | $400,000,000 | $350,000,000 | $700,000,000 |
| | | | |
SCHEDULE II
$400,000,000
Floating Rate First and Refunding Mortgage Bonds,
Series 2021B, Due 2023
SUMMARY OF TERMS
Security: | Floating Rate First and Refunding Mortgage Bonds, Series 2021B, Due 2023 (the “Series 2021B Bonds”) |
Issuer: | Southern California Edison Company |
Principal Amount: | $400,000,000 |
Expected Ratings of Securities*: | [Reserved.] |
Trade Date: | March 24, 2021 |
Settlement Date**: | April 1, 2021 (T + 6) |
Maturity: | April 3, 2023 |
Interest Rate: | Compounded SOFR plus 0.64%. The interest rate on the Series 2021B Bonds will in no event be lower than zero. |
Floating Rate Interest Calculation: | The amount of interest accrued and payable on the Series 2021B Bonds for each interest period will be calculated by the calculation agent and will be equal to (i) the outstanding principal amount of the Series 2021B Bonds multiplied by (ii) the product of (a) the interest rate for the relevant interest period multiplied by (b) the quotient of the actual number of calendar days in such Observation Period (as defined in the Issuer’s preliminary prospectus supplement dated March 24, 2021 (the “Preliminary Prospectus Supplement”)) divided by 360. See “Certain Terms of the Bonds—Interest and Maturity—Floating Rate Bonds” in the Preliminary Prospectus Supplement. |
Compounded SOFR: | A compounded average of the daily Secured Overnight Financing Rate (“SOFR”) determined by reference to the SOFR Index (as defined in the Preliminary Prospectus Supplement) for each quarterly interest period in accordance with the specific formula described under “Certain Terms of the Bonds—Interest and Maturity—Floating Rate Bonds” in the Preliminary Prospectus Supplement. |
Interest Payment Dates: | Quarterly in arrears on each January 1, April 1, July 1 and October 1 |
First Interest Payment Date: | July 1, 2021 |
Day Count: | Actual/360 |
Public Offering Price: | 100.00% |
Optional Redemption: | Series 2021B Bonds may not be redeemed prior to their maturity. |
CUSIP/ISIN: | 842400HA4 / US842400HA44 |
Joint Book-running Managers: | Barclays Capital Inc. (“Barclays”) BNP Paribas Securities Corp. (“BNP PARIBAS”) Mizuho Securities USA LLC (“Mizuho”) MUFG Securities Americas Inc. (“MUFG”) BMO Capital Markets Corp. Truist Securities, Inc. |
Co-managers: | Apto Partners, LLC Bancroft Capital, LLC |
CastleOak Securities, L.P. C.L. King & Associates, Inc. Guzman & Company Stern Brothers & Co. |
* Note: A securities rating is not a recommendation to buy, sell or hold securities and may be subject to revision or withdrawal at any time.
** Under Rule 15c6-1 of the Securities Exchange Act of 1934, as amended, trades in the secondary market generally are required to settle in two business days, unless the parties to any such trade expressly agree otherwise. Accordingly, purchasers who wish to trade the Series 2021B Bonds on the Trade Date or on the next three succeeding business days will be required, by virtue of the fact that the Series 2021B Bonds initially will not settle in T+2, to specify an alternative settlement cycle at the time of any such trade to prevent a failed settlement and should consult their own advisor.
The issuer has filed a registration statement (including a prospectus) with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus 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 web site at www.sec.gov. Alternatively, Barclays, BNP PARIBAS, Mizuho or MUFG can arrange to send you the prospectus if you request it by calling Barclays at ###-###-####, BNP PARIBAS at ###-###-####, Mizuho at ###-###-#### or MUFG at ###-###-####.
$400,000,000
Floating Rate First and Refunding Mortgage Bonds,
Series 2021C, Due 2024
SUMMARY OF TERMS
Security: | Floating Rate First and Refunding Mortgage Bonds, Series 2021C, Due 2024 (the “Series 2021C Bonds”) |
Issuer: | Southern California Edison Company |
Principal Amount: | $400,000,000 |
Expected Ratings of Securities*: | [Reserved.] |
Trade Date: | March 24, 2021 |
Settlement Date**: | April 1, 2021 (T + 6) |
Maturity: | April 1, 2024 |
Interest Rate: | Compounded SOFR plus 0.83%. The interest rate on the Series 2021C Bonds will in no event be lower than zero. |
Floating Rate Interest Calculation: | The amount of interest accrued and payable on the Series 2021C Bonds for each interest period will be calculated by the calculation agent and will be equal to (i) the outstanding principal amount of the Series 2021C Bonds multiplied by (ii) the product of (a) the interest rate for the relevant interest period multiplied by (b) the quotient of the actual number of calendar days in such Observation Period (as defined in the Issuer’s preliminary prospectus supplement dated March 24, 2021 (the “Preliminary Prospectus Supplement”)) divided by 360. See “Certain Terms of the Bonds—Interest and Maturity—Floating Rate Bonds” in the Preliminary Prospectus Supplement. |
Compounded SOFR: | A compounded average of the daily Secured Overnight Financing Rate (“SOFR”) determined by reference to the SOFR Index (as defined in the Preliminary Prospectus Supplement) for each quarterly interest period in accordance with the specific formula described under “Certain Terms of the Bonds—Interest and Maturity—Floating Rate Bonds” in the Preliminary Prospectus Supplement. |
Interest Payment Dates: | Quarterly in arrears on each January 1, April 1, July 1 and October 1 |
First Interest Payment Date: | July 1, 2021 |
Day Count: | Actual/360 |
Public Offering Price: | 100.00% |
Optional Redemption: | Series 2021C Bonds may not be redeemed prior to April 1, 2023. Callable at any time on or after April 1, 2023, in whole or in part, at 100% of the principal amount of the bonds being redeemed plus accrued and unpaid interest thereon to but excluding the date of redemption. |
CUSIP/ISIN: | 842400HC0 / US842400HC00 |
Joint Book-running Managers: | Barclays Capital Inc. (“Barclays”) BNP Paribas Securities Corp. (“BNP PARIBAS”) Mizuho Securities USA LLC (“Mizuho”) MUFG Securities Americas Inc. (“MUFG”) BMO Capital Markets Corp. Truist Securities, Inc. |
Co-managers: | Apto Partners, LLC Bancroft Capital, LLC CastleOak Securities, L.P. C.L. King & Associates, Inc. Guzman & Company Stern Brothers & Co. |
* Note: A securities rating is not a recommendation to buy, sell or hold securities and may be subject to revision or withdrawal at any time.
** Under Rule 15c6-1 of the Securities Exchange Act of 1934, as amended, trades in the secondary market generally are required to settle in two business days, unless the parties to any such trade expressly agree otherwise. Accordingly, purchasers who wish to trade the Series 2021C Bonds on the Trade Date or on the next three succeeding business days will be required, by virtue of the fact that the Series 2021C Bonds initially will not settle in T+2, to specify an alternative settlement cycle at the time of any such trade to prevent a failed settlement and should consult their own advisor.
The issuer has filed a registration statement (including a prospectus) with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus 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 web site at www.sec.gov. Alternatively, Barclays, BNP PARIBAS, Mizuho or MUFG can arrange to send you the prospectus if you request it by calling Barclays at ###-###-####, BNP PARIBAS at ###-###-####, Mizuho at ###-###-#### or MUFG at ###-###-####.
$350,000,000
0.70% First and Refunding Mortgage Bonds,
Series 2021D, Due 2023
SUMMARY OF TERMS
Security: | 0.70% First and Refunding Mortgage Bonds, Series 2021D, Due 2023 (the “Series 2021D Bonds”) |
Issuer: | Southern California Edison Company |
Principal Amount: | $350,000,000 |
Expected Ratings of Securities*: | [Reserved.] |
Trade Date: | March 24, 2021 |
Settlement Date**: | April 1, 2021 (T + 6) |
Maturity: | April 3, 2023 |
Benchmark US Treasury: | 0.125% due February 28, 2023 |
Benchmark US Treasury Price: | 99-30⅝ |
Benchmark US Treasury Yield: | 0.147% |
Spread to Benchmark US Treasury: | T + 60 bps |
Reoffer Yield: | 0.747% |
Coupon: | 0.70% |
Coupon Payment Dates: | April 1 and October 1 |
First Coupon Payment Date: | October 1, 2021 |
Public Offering Price: | 99.907% |
Optional Redemption: | Series 2021D Bonds may not be redeemed prior to their maturity. |
CUSIP/ISIN: | 842400GZ0 / US842400GZ04 |
Joint Book-running Managers: | Barclays Capital Inc. (“Barclays”) BNP Paribas Securities Corp. (“BNP PARIBAS”) Mizuho Securities USA LLC (“Mizuho”) MUFG Securities Americas Inc. (“MUFG”) BMO Capital Markets Corp. Truist Securities, Inc. |
Co-managers: | Apto Partners, LLC Bancroft Capital, LLC CastleOak Securities, L.P. C.L. King & Associates, Inc. Guzman & Company Stern Brothers & Co. |
* Note: A securities rating is not a recommendation to buy, sell or hold securities and may be subject to revision or withdrawal at any time.
** Under Rule 15c6-1 of the Securities Exchange Act of 1934, as amended, trades in the secondary market generally are required to settle in two business days, unless the parties to any such trade expressly agree otherwise. Accordingly, purchasers who wish to trade the Series 2021D Bonds on the Trade Date or on the next three succeeding business days will be required, by virtue of the fact that the Series 2021D Bonds initially will not settle in T+2, to specify an alternative settlement cycle at the time of any such trade to prevent a failed settlement and should consult their own advisor.
The issuer has filed a registration statement (including a prospectus) with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus 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 web site at www.sec.gov. Alternatively, Barclays, BNP PARIBAS, Mizuho or MUFG can arrange to send you the prospectus if you request it by calling Barclays at ###-###-####, BNP PARIBAS at ###-###-####, Mizuho at ###-###-#### or MUFG at ###-###-####.
$700,000,000
1.10% First and Refunding Mortgage Bonds,
Series 2021E, Due 2024
SUMMARY OF TERMS
Security: | 1.10% First and Refunding Mortgage Bonds, Series 2021E, Due 2024 (the “Series 2021E Bonds”) |
Issuer: | Southern California Edison Company |
Principal Amount: | $700,000,000 |
Expected Ratings of Securities*: | [Reserved.] |
Trade Date: | March 24, 2021 |
Settlement Date**: | April 1, 2021 (T + 6) |
Maturity: | April 1, 2024 |
Benchmark US Treasury: | 0.250% due March 15, 2024 |
Benchmark US Treasury Price: | 99-27¼ |
Benchmark US Treasury Yield: | 0.300% |
Spread to Benchmark US Treasury: | T + 80 bps |
Reoffer Yield: | 1.100% |
Coupon: | 1.10% |
Coupon Payment Dates: | April 1 and October 1 |
First Coupon Payment Date: | October 1, 2021 |
Public Offering Price: | 100.00% |
Optional Redemption: | Series 2021E Bonds may not be redeemed prior to April 1, 2023. Callable at any time on or after April 1, 2023, in whole or in part, at 100% of the principal amount of the bonds being redeemed plus accrued and unpaid interest thereon to but excluding the date of redemption. |
CUSIP/ISIN: | 842400HB2 / US842400HB27 |
Joint Book-running Managers: | Barclays Capital Inc. (“Barclays”) BNP Paribas Securities Corp. (“BNP PARIBAS”) Mizuho Securities USA LLC (“Mizuho”) MUFG Securities Americas Inc. (“MUFG”) BMO Capital Markets Corp. Truist Securities, Inc. |
Co-managers: | Apto Partners, LLC Bancroft Capital, LLC CastleOak Securities, L.P. C.L. King & Associates, Inc. |
Guzman & Company Stern Brothers & Co. |
* Note: A securities rating is not a recommendation to buy, sell or hold securities and may be subject to revision or withdrawal at any time.
** Under Rule 15c6-1 of the Securities Exchange Act of 1934, as amended, trades in the secondary market generally are required to settle in two business days, unless the parties to any such trade expressly agree otherwise. Accordingly, purchasers who wish to trade the Series 2021E Bonds on the Trade Date or on the next three succeeding business days will be required, by virtue of the fact that the Series 2021E Bonds initially will not settle in T+2, to specify an alternative settlement cycle at the time of any such trade to prevent a failed settlement and should consult their own advisor.
The issuer has filed a registration statement (including a prospectus) with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus 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 web site at www.sec.gov. Alternatively, Barclays, BNP PARIBAS, Mizuho or MUFG can arrange to send you the prospectus if you request it by calling Barclays at ###-###-####, BNP PARIBAS at ###-###-####, Mizuho at ###-###-#### or MUFG at ###-###-####.
SCHEDULE III
Schedule of Free Writing Prospectuses included in the Disclosure Package
NONE