Prospectus • Jul 25, 2022
Prospectus
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UK MiFIR product governance / Professional investors and ECPs only target market – Solely for the purposes of the manufacturer's product approval process, the target market assessment in respect of the notes has led to the conclusion that: (i) the target market for the notes is only eligible counterparties, as defined in the FCA Handbook Conduct of Business Sourcebook ("COBS"), and professional clients, as defined in Regulation (EU) No 600/2014 as it forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018 ("UK MiFIR"); and (ii) all channels for distribution of the notes to eligible counterparties and professional clients are appropriate. Any person subsequently offering, selling or recommending the notes (a "distributor") should take into consideration the manufacturer's target market assessment; however, a distributor subject to the FCA Handbook Product Intervention and Product Governance Sourcebook (the "UK MiFIR Product Governance Rules") is responsible for undertaking its own target market assessment in respect of the notes (by either adopting or refining the manufacturer's target market assessment) and determining appropriate distribution channels.
Prohibition of sales to EEA retail investors – The notes are not intended to be offered, sold or otherwise made available to and should not be offered, sold or otherwise made available to any retail investor in the European Economic Area (the "EEA"). For these purposes, a retail investor means a person who is one (or more) of: (i) a retail client as defined in point (11) of Article 4(1) of Directive 2014/65/EU (as amended, "MiFID II"); or (ii) a customer within the meaning of Directive (EU) 2016/97 (as amended or superseded), where that customer would not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II; or (iii) not a qualified investor as defined in Regulation (EU) 2017/1129. Consequently, no key information document required by Regulation (EU) No 1286/2014 (as amended, the " EU PRIIPs Regulation") for offering or selling the notes or otherwise making them available to retail investors in the EEA has been prepared and therefore offering or selling the notes or otherwise making them available to any retail investor in the EEA may be unlawful under the EU PRIIPs Regulation.
Prohibition of sales to UK retail investors – The notes are not intended to be offered, sold or otherwise made available to and should not be offered, sold or otherwise made available to any retail investor in the United Kingdom ("UK"). For these purposes, a retail investor means a person who is one (or more) of: (i) a retail client, as defined in point (8) of Article 2 of Regulation (EU) No 2017/565 as it forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018 ("EUWA"); (ii) a customer within the meaning of the provisions of the FSMA and any rules or regulations made under the FSMA to implement Directive (EU) 2016/97, where that customer would not qualify as a professional client, as defined in point (8) of Article 2(1) of Regulation (EU) No 600/2014 as it forms part of domestic law by virtue of the EUWA; or (iii) not a qualified investor as defined in Article 2 of Regulation (EU) 2017/1129 as it forms part of domestic law by virtue of the EUWA. Consequently, no key information document required by Regulation (EU) No 1286/2014 as it forms part of domestic law by virtue of the EUWA (the "UK PRIIPs Regulation") for offering or selling the notes or otherwise making them available to retail investors in the UK has been prepared and therefore offering or selling the notes or otherwise making them available to any retail investor in the UK may be unlawful under the UK PRIIPs Regulation.
July 25, 2022
\$850,000,000 4.850% Fixed-Rate Senior Preferred Notes due July 27, 2027 issued pursuant to its \$25,000,000,000 Senior and Subordinated Medium-Term Note Program
Terms used herein shall be deemed to be defined as such for the purposes of the Terms and Conditions set forth in the Base Prospectus dated June 24, 2022 which constitutes a base prospectus (the "Base Prospectus") for the purposes of Regulation (EU) (2017/1129) as it forms part of domestic law by virtue of the EUWA (the "UK Prospectus Regulation"). This document constitutes the Final Terms of the notes described herein for the purposes of the UK Prospectus Regulation and must be read in conjunction with the Base Prospectus. Full information on the Issuer and the offer of the notes is only available on the basis of the combination of these Final Terms and the Base Prospectus. The Base Prospectus has been published on the website of the London Stock Exchange through a regulatory information service (http://www.londonstockexchange.com/exchange/news/market-news/market-news-home.html).
| 1. | Status of the notes: | Senior Preferred | |
|---|---|---|---|
| 2. | Interest Basis: | Fixed Rate | |
| 3. | Change of Interest Rate Basis: | Not Applicable | |
| DESCRIPTION OF THE NOTES | |||
| 4. | (a) | Series Number: | 2022-3 |
| (b) | Tranche Number: | 1 | |
| 5. | (a) | Nominal Amount of notes to be issued: |
\$850,000,000 |
| (b) | Aggregate nominal amount of Series (if more than one issue for the Series): |
Not Applicable | |
| (c) | Specified Currency: | US dollars (\$) | |
| (d) | Currency Determination Agent: | Not Applicable | |
| (e) | Specified Denomination(s): | \$200,000 and integral multiples of \$1,000 in excess thereof |
|
| 6. | Issue Price: | 99.908% | |
| 7. | Issue Date: | July 27, 2022 | |
| 8. | Original Issue Date: | July 27, 2022 | |
| 9. | Interest Commencement Date: | Issue Date | |
| 10. | Automatic/optional conversion from one Interest Basis to another: |
Not Applicable | |
| 11. | Additional Business Center(s): | London | |
| PROVISIONS RELATING TO INTEREST (IF ANY) PAYABLE | |||
| 12. | Fixed Rate Note Provisions: | Applicable | |
| (a) | Fixed Rate(s) of Interest: | 4.850% per annum payable in arrear on each Fixed Interest Date |
|
| (b) | Interest Payment Date(s): | July 27 and January 27 in each year from January 27, 2023 up to and including the Maturity Date |
|
| (c) | Day Count Fraction: | 30/360 | |
| (d) | Business Day Convention: | Following Business Day | |
| (i) Adjusted: |
Not Applicable | ||
| (ii) Non-Adjusted: |
Applicable |
| (e) | Calculation Agent responsible for calculating the amount of interest: |
Not Applicable | |
|---|---|---|---|
| (f) | Determination Date(s): | Not Applicable | |
| 13. | Zero Coupon Note Provisions: | Not Applicable | |
| 14. | Floating Rate Note Provisions: | Not Applicable | |
| 15. | Reset Note Provisions: | Not Applicable | |
| 16. | Benchmark Replacement: | Not Applicable |
| 17. | Maturity Date: | July 27, 2027 | |
|---|---|---|---|
| 18. | Redemption at Issuer's option: | Not Applicable | |
| 19. | (a) | Senior Non-Preferred Notes: Loss Absorption Disqualification Event Redemption: |
Not Applicable |
| (b) | Loss Absorption Disqualification Event: |
Not Applicable | |
| (c) | Senior Non-Preferred Notes: Substitution and Variation: |
Not Applicable | |
| 20. | Repayment at holder's option: | Not Applicable | |
| 21. | Minimum Denomination for early redemption/repayment: |
The entire outstanding principal amount of the notes at the applicable date |
|
| 22. | Regulatory Event (subordinated notes only): | Not Applicable | |
| By: /s/Sarah Robinson | By: /s/Katie Eliason |
|---|---|
| Duly Authorized | Duly Authorized |
| (a) | Listing and Admission to trading: | London Stock Exchange plc's main market and to be listed on the Official List of the Financial Conduct Authority |
|
|---|---|---|---|
| (b) | Estimate of total expenses related to admission to trading: |
\$5,000 | |
| 2. | RATINGS | ||
| Ratings: | The notes to be issued have been rated: | ||
| Moody's Investors Service Limited: S&P Global Ratings UK Limited: Fitch Ratings Ltd.: |
A1 | ||
| A+ | |||
| A+ | |||
| A rating is not a recommendation to buy, sell or hold securities and may be subject to suspension, reduction or withdrawal at any time by the assigning rating agency. The rating agencies above have published the following high-level descriptions of such ratings: |
|||
| - A rating of A by Moody's Investors Service Limited is described by it as indicating upper medium-grade obligations subject to low credit risk. |
|||
| - A rating of A by S&P Global Ratings UK Limited is described by it as indicating strong capacity to meet financial commitments, but somewhat susceptible to economic conditions and changes in circumstances. |
|||
| - A rating of A by Fitch Ratings Ltd. is described by it as indicating expectations of low default risk. The capacity for payment of financial commitments is considered strong. This capacity may, nevertheless, be more vulnerable to adverse business or economic conditions than is the case for higher ratings. |
Save for any fees payable to the Placement Agent(s), so far as the Issuer is aware, no person involved in the issue of the notes has an interest material to the offer. The Placement Agent(s) and their affiliates have engaged, and may in the future engage, in investment banking and/or commercial banking transactions with, and may perform other services for, the Issuer and its affiliates in the ordinary course of business.
Indication of yield: 4.871% per annum
The yield is calculated on the basis of the Fixed Rate of Interest and the Issue Price as at the Issue Date. It is not an indication of future yield
| (a) | CUSIP: | 144A: 63861VAH0 | |
|---|---|---|---|
| Reg S: 63861WAH8 | |||
| (b) | ISIN Code: | 144A: US63861VAH06 | |
| Reg S: US63861WAH88 | |||
| (c) | Common Code: | 144A: 250976623 | |
| (d) | Any clearing system(s) other than The Depository Trust Company and the relevant identification number(s): |
Reg S: 250976593 Not Applicable |
|
| (e) | Names and addresses of additional Paying Agent(s) (if any): |
Not Applicable | |
| (f) | Relevant Benchmarks: | Not Applicable | |
| 6. DISTRIBUTION |
|||
| Prohibition of Sales to EEA Retail Investors: | Applicable | ||
| Prohibition of Sales to UK Retail Investors: | Applicable | ||
| 7. | REASONS FOR THE OFFER AND ESTIMATED NET PROCEEDS | ||
| (a) | Reasons for the offer: | See "Use of Proceeds" in the Base Prospectus | |
(b) Estimated net proceeds: \$847,093,000
Not applicable
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