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Entry into a Material Definitive


), issued $1,000,000,000 aggregate principal amount of 3.000% Senior Notes due 2023 (the


), in a public offering pursuant to a registration statement on Form S-3 (File No. 333-209867) and a preliminary prospectus supplement and prospectus supplement related to the offering of the Notes (the


), each as previously filed with the Securities and Exchange Commission (the


). The Notes were issued under an indenture, dated as of November 20, 2009 (the

Base Indenture

), and a Twelfth Supplemental Indenture, dated as of April 13, 2016 (the

Supplemental Indenture

, and together with the Base Indenture, the


), between the Company and The Bank of New York Mellon Trust Company, N.A., as trustee.The sale of the Notes was made pursuant to the terms of an Underwriting Agreement, dated April 4, 2016 (the

Underwriting Agreement

), among the Company and Merrill Lynch, Pierce, Fenner & Smith Incorporated, Goldman, Sachs & Co. and Morgan Stanley & Co. LLC, as representatives of the several underwriters named therein.The Underwriting Agreement was separately filed with the SEC on April 5, 2016 as Exhibit 1.1 to the Companys Current Report on Form 8-K.

The Notes will mature on April 15, 2023.Interest on the Notes will accrue at the rate of 3.000% per annum.Interest on the Notes will be paid semi-annually on eachApril15 and October 15, commencingOctober 15, 2016, to holders of record on the 15th calendar day, whether or not a business day, prior to the applicable interest payment date.

At any time and from time to time prior to February 15, 2023 (two months prior to the Notes maturity), the Company may redeem the Notes, in whole at any time or in part from time to time, at its option, at a redemption price equal to the greater of (1) 100% of the principal amount of the Notes to be redeemed and (2)the sum of the present values of the remaining scheduled payments of principal and interest in respect of the Notes being redeemed that would be due if such Notes matured on February 15, 2023 (two months prior to their maturity) but for the redemption (not including any portion of the payments of interest accrued but unpaid as of the date of redemption) discounted on a...