Issue Price: 116.606% of the Principal Amount, plus accrued interest from and including September 15, 2020 to, but excluding, December 10, 2020 (the total amount of accrued interest on December 10, 2020 will be $861,805.56)
Purchase Price: 115.856% of the Principal Amount
Applicable Time: 3:50 p.m. (New York City time) on December 7, 2020
Anticipated Ratings: [Intentionally Omitted]
Settlement Date: December 10, 2020
Book-Running Managers: Truist Securities, Inc. and Wells Fargo Securities, LLC
Co-Managers: CIBC World Markets Corp., MUFG Securities Americas Inc., RBC Capital Markets, LLC, Scotia Capital (USA) Inc., TD Securities (USA) LLC and U.S. Bancorp Investments, Inc.
Redemption: Prior to March 15, 2049, the Notes may be redeemed at the Companys option on any date or dates, in whole or from time to time in part, at a redemption price, to be calculated by the Company, which may be determined as the greater of (i) 100% of the principal of such Notes; or (ii) the sum of the present values of the remaining scheduled payments of principal and interest thereon (exclusive of interest accrued to the date of redemption) discounted to the redemption date on a semiannual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate (as defined in Pricing Supplement No. 3) plus 25 basis points, plus, in either such case, accrued and unpaid interest on the principal of such Notes to, but excluding, the date of redemption.
At any time on and after March 15, 2049, the Notes may be redeemed at the Companys option on any date or dates, in whole or from time to time in part, at 100% of the principal of such Notes, plus accrued and unpaid interest on the principal of such Notes to, but excluding, the date of redemption.
Method of Payment: Federal funds wire
Modification, if any, in
the requirements to
deliver the documents
specified in Sections 5(b) and 6(b)
of the Distribution Agreement:
1. Section 5(b) of the Distribution Agreement shall be replaced in its entirety with the following:
(b) (1) The Company shall have furnished to each Agent the opinion of Karen M. Hardwick, Esq., counsel for the Company (or her successor), dated the Execution Time, to the effect that: