Exhibit 1.1
Terms Agreement
BofA Securities, Inc.
Fifth Third Securities, Inc.
TD Securities (USA) LLC
U.S. Bancorp Investments, Inc.
As Representatives of
the several
Underwriters listed in
Schedule I hereto
c/o BofA Securities, Inc.
One Bryant Park
New York, New York 10036
c/o Fifth Third Securities, Inc.
34 Fountain Square Plaza
Cincinnati, OH 45263
c/o TD Securities (USA) LLC
1 Vanderbilt Avenue
New York, NY 10017
C/O U.S. Bancorp Investments, Inc.
214 North Tryon Street, 26th Floor
Charlotte, North Carolina 28202
February 24, 2025
Dear Ladies and Gentlemen:
Marriott International, Inc., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated herein and in the Underwriting Agreement General Terms and Provisions (the “Terms and Provisions”) attached hereto, to issue and sell to each of the Underwriters named in Schedule I hereto (the “Underwriters”), and each of the Underwriters agrees, severally and not jointly, to purchase from the Company, at the time and place and at the purchase price to the Underwriters set forth in Schedule II hereto, the principal amount of Securities set forth opposite the name of such Underwriter in Schedule I hereto. Each of the provisions of the Terms and Provisions is incorporated herein by reference in its entirety, and shall be deemed to be a part of this Agreement to the same extent as if such provisions had been set forth in full herein; and each of the representations and warranties set forth therein shall be deemed to have been made at and as of the date of this Terms Agreement. Each reference to the Representatives herein and in the provisions of the Terms and Provisions so incorporated by reference shall be deemed to refer to you. Certain terms defined in the Terms and Provisions and the addresses of the Representatives referred to in Section 11 of the Terms and Provisions are set forth in Schedule II hereto. For the avoidance of doubt, the Company and the Underwriters acknowledge and agree that the phrase “since the date of this Agreement” in Section 6(j) of the Terms and Provisions shall refer to the date of this Terms Agreement.
The Representatives hereby confirm and the Company acknowledges that the list of the Underwriters and their respective participation in the sale of the Securities and the statements with respect to the public offering of the Securities by the Underwriters set forth (i) in the last paragraph of the cover page regarding delivery of the Securities and (ii) in the fifth paragraph, the first sentence of the eighth paragraph, and each paragraph under the sub-heading “Other Relationships” under the heading “Underwriting” in the Company’s Prospectus Supplement dated February 24, 2025, to the Company’s Prospectus dated February 13, 2024, relating to the Securities (the “Prospectus Supplement”) constitute the only information concerning such Underwriters furnished in writing to the Company by or on behalf of the Underwriters specifically for inclusion in the Prospectus Supplement.
All the provisions contained in the Terms and Provisions, a copy of which you have previously received, are herein incorporated by reference in their entirety and shall be deemed to be a part of this Terms Agreement to the same extent as if the Terms and Provisions had been set forth in full herein, except for:
| • | Section 1(a), which is hereby deleted in its entirety and replaced with the following: “(a) A registration statement on Form S-3 (File No. 333-277039), including a Basic Prospectus (as defined herein), with respect to the Securities has (i) been prepared by the Company in conformity with the requirements of the Securities Act of 1933, as amended (the “Securities Act”), and the rules and regulations (the “Rules and Regulations”) of the Securities and Exchange Commission (the “Commission”) thereunder, (ii) been filed with the Commission under the Securities Act, and (iii) become effective under the Securities Act. The Indenture pursuant to which the Securities will be issued (the “Indenture”) has been qualified under the Trust Indenture Act of 1939, as amended (the “Trust Indenture Act”). Copies of such registration statement and any amendments thereto have been delivered by the Company to the Representatives. As used in this Agreement, “Registration Statement” means such registration statement when it became effective under the Securities Act, and as from time to time amended or supplemented thereafter at the time of effectiveness of such amendment or filing of such supplement with the Commission (including all documents incorporated therein by reference); “Basic Prospectus” means the basic prospectus (including all documents incorporated therein by reference) included in the Registration Statement referred to above in the form in which it most recently has been filed with the Commission on or before the date of this Agreement; “Preliminary Prospectus” means each preliminary prospectus supplement (including all documents incorporated therein by reference) to the Basic Prospectus and specifically relating to the Securities used prior to the filing of the Prospectus; and “Prospectus” means the prospectus supplement (including all documents incorporated therein by reference) to the Basic Prospectus and specifically relating to the Securities, together with any amendments or supplements thereto, first filed with the Commission after the execution and delivery of this Agreement pursuant to paragraph (2) or (5) of Rule 424(b) of the Rules and Regulations. The Commission has not issued any order suspending the effectiveness of the Registration |
2
Statement or preventing or suspending the use of any Preliminary Prospectus or the Prospectus. The Registration Statement and the Prospectus, as of the date when they became or become effective under the Securities Act or were or are filed with the Commission, as the case may be, complied or will comply as to form in all material respects with the requirements of the Securities Act and the Trust Indenture Act and the applicable rules and regulations of the Commission thereunder. The initial Effective Date of the Registration Statement was not earlier than three years before the Applicable Time (as that term is defined in the Terms Agreement).” |
| • | Section 1(y), which is hereby deleted in its entirety and replaced with the following: “(y) Neither the Company nor any of its subsidiaries, directors, officers or employees, nor, to the knowledge of the Company, any agent associated with or acting on behalf of the Company or any of its subsidiaries is currently the subject or the target of any sanctions administered or enforced by the U.S. government (including, without limitation, the Office of Foreign Assets Control of the U.S. Department of the Treasury (“OFAC”) or the U.S. Department of State and including, without limitation, the designation as a “specially designated national” or “blocked person”), the United Nations Security Council, the European Union, HM Treasury or other relevant sanctions authority (collectively, “Sanctions”), nor is the Company or any of its subsidiaries located, organized or resident in a country or territory that is the subject or the target of Sanctions, including, without limitation, the so-called Donetsk People’s Republic, the so-called Luhansk People’s Republic, the non-government controlled areas of the Kherson and Zaporizhzhia Regions and Crimea Region of Ukraine, Cuba, Iran, North Korea and Syria (each, a “Sanctioned Country”); and the Company will not use the proceeds of the offering of the Securities hereunder, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other person or entity (i) to fund or facilitate any activities of or business with any person that, at the time of such funding or facilitation, is the subject or the target of Sanctions, (ii) to fund or facilitate any activities of or business in any Sanctioned Country or (iii) in any other manner that will result in a violation by any person (including any person participating in the transaction, whether as underwriter, advisor, investor or otherwise) of Sanctions, in all cases unless otherwise authorized under a license issued by OFAC. Since April 24, 2019, the Company and its subsidiaries have not knowingly engaged in and are not now knowingly engaged in any material dealings or transactions with any person that at the time of the dealing or transaction is or was the subject or the target of Sanctions or with any Sanctioned Country.” |
For the purposes of the Terms and Provisions, the “Applicable Time” shall be 4:10 p.m. (Eastern Time) on the date hereof.
3
If the foregoing is in accordance with your understanding, please sign and return to us two counterparts hereof, and upon acceptance hereof by you, on behalf of each of the Underwriters, this letter and such acceptance hereof, including the provisions of the Terms and Provisions incorporated herein by reference, shall constitute a binding agreement between each of the Underwriters and the Company. It is understood that your acceptance of this letter on behalf of each of the Underwriters is or will be pursuant to the authority set forth in a form of Agreement among Underwriters, the form of which shall be submitted to the Company for examination, upon request, but without warranty on the part of the Representatives as to the authority of the signers thereof.
| Very truly yours, | ||
| MARRIOTT INTERNATIONAL, INC. | ||
| By: | /s/ Jennifer C. Mason | |
| Name: | Jennifer C. Mason | |
| Title: | Vice President and Treasurer | |
[Signature Page – Terms Agreement]
The foregoing Agreement is hereby confirmed and accepted as of the date hereof.
| BOFA SECURITIES, INC. | ||
| By: | /s/ Shawn Cepeda | |
| Name: | Shawn Cepeda | |
| Title: | Managing Director | |
| FIFTH THIRD SECURITIES, INC. | ||
| By: | /s/ Ryan Newth | |
| Name: | Ryan Newth | |
| Title: | Managing Director | |
| TD SECURITIES (USA) LLC | ||
| By: | /s/ Luiz Lanfredi | |
| Name: | Luiz Lanfredi | |
| Title: | Managing Director | |
| U.S. BANCORP INVESTMENTS, INC. | ||
| By: | /s/ Charles P. Carpenter | |
| Name: | Charles P. Carpenter | |
| Title: | Senior Vice President | |
For themselves and the other several Underwriters named in Schedule I to the foregoing Agreement.
[Signature Page – Terms Agreement]
Schedule I
| Principal Amount of Securities to be Purchased | ||||||||
Underwriter | Series RR Notes | Series SS Notes | ||||||
BofA Securities, Inc. | $ | 41,000,000 | $ | 123,000,000 | ||||
Fifth Third Securities, Inc. | $ | 38,000,000 | $ | 114,000,000 | ||||
TD Securities (USA) LLC | $ | 38,000,000 | $ | 114,000,000 | ||||
U.S. Bancorp Investments, Inc. | $ | 38,000,000 | $ | 114,000,000 | ||||
Deutsche Bank Securities Inc. | $ | 28,750,000 | $ | 86,250,000 | ||||
J.P. Morgan Securities LLC | $ | 28,750,000 | $ | 86,250,000 | ||||
Wells Fargo Securities, LLC | $ | 28,750,000 | $ | 86,250,000 | ||||
Citigroup Global Markets Inc. | $ | 26,750,000 | $ | 80,250,000 | ||||
Scotia Capital (USA) Inc. | $ | 26,750,000 | $ | 80,250,000 | ||||
Truist Securities, Inc. | $ | 26,750,000 | $ | 80,250,000 | ||||
Goldman Sachs & Co. LLC | $ | 20,000,000 | $ | 60,000,000 | ||||
HSBC Securities (USA) Inc. | $ | 20,000,000 | $ | 60,000,000 | ||||
ICBC Standard Bank Plc | $ | 20,000,000 | $ | 60,000,000 | ||||
PNC Capital Markets LLC | $ | 20,000,000 | $ | 60,000,000 | ||||
Siebert Williams Shank & Co., LLC | $ | 20,000,000 | $ | 60,000,000 | ||||
Loop Capital Markets LLC | $ | 15,000,000 | $ | 45,000,000 | ||||
Capital One Securities, Inc. | $ | 14,500,000 | $ | 43,500,000 | ||||
BNY Mellon Capital Markets, LLC | $ | 14,500,000 | $ | 43,500,000 | ||||
UniCredit Capital Markets LLC | $ | 14,500,000 | $ | 43,500,000 | ||||
NatWest Markets Securities Inc. | $ | 10,000,000 | $ | 30,000,000 | ||||
Standard Chartered Bank | $ | 10,000,000 | $ | 30,000,000 | ||||
|
|
|
| |||||
Total | $ | 500,000,000 | $ | 1,500,000,000 | ||||
|
|
|
| |||||
Schedule II-A
| Representatives: | BofA Securities, Inc. Fifth Third Securities, Inc. TD Securities (USA) LLC U.S. Bancorp Investments, Inc. | |
| Underwriting Agreement: | March 3, 2021 | |
| Registration Statement No.: | 333-277039 | |
| Title of Securities: | 5.100% Series RR Notes due 2032 (the “Series RR Notes”) | |
| Aggregate Principal Amount: | $500,000,000 | |
| Price to Public: | 99.293% of the principal amount of the Series RR Notes, plus accrued interest, if any, from February 26, 2025 | |
| Underwriting Discount: | 0.625% | |
| Indenture: | Indenture dated as of November 16, 1998 between Marriott International, Inc. and The Bank of New York Mellon, as successor to JPMorgan Chase Bank, N.A., formerly known as The Chase Manhattan Bank, as trustee | |
| Date of Maturity: | April 15, 2032 | |
| Interest Rate: | 5.100% per annum, payable semiannually | |
| Interest Payment Dates: | April 15 and October 15, commencing on October 15, 2025 | |
| CUSIP / ISIN: | 571903 BT9 / US571903BT95 | |
| Optional Redemption Provisions: | Prior to February 15, 2032 (two months prior to their maturity date) (the “Series RR Par Call Date”), the Company may redeem the Series RR Notes at its option, in whole or in part, at any time and from time to time, at a redemption price (expressed as a percentage of principal amount and rounded to three decimal places) equal to the greater of: (1) (a) the sum of the present values of the remaining scheduled payments of principal and interest on the Series RR Notes discounted to the redemption date (assuming the Series RR Notes matured on the Series RR Par | |
| Call Date) on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate plus 15 basis points less (b) interest accrued to the date of redemption, and (2) 100% of the principal amount of the Series RR Notes to be redeemed, plus, in either case, accrued and unpaid interest on the Series RR Notes to the redemption date. | ||
| On or after the Series RR Par Call Date, the Company may redeem the Series RR Notes, in whole or in part, at any time and from time to time, at its option, at a redemption price equal to 100% of the principal amount of the Series RR Notes being redeemed plus accrued and unpaid interest on the Series RR Notes to the redemption date. | ||
| Purchase of Securities Upon a Change in Control Repurchase Event: | If a change of control repurchase event occurs, the issuer will be required, subject to certain conditions, to make an offer to repurchase the Series RR Notes at a price equal to 101% of the principal amount of the Series RR Notes, plus accrued and unpaid interest to the date of repurchase. “Change of control repurchase event” means the occurrence of both a change of control and a below investment grade rating event. | |
| “Change of control” means the consummation of any transaction (including, without limitation, any merger or consolidation) the result of which is that any “person” (as that term is used in Section 13(d)(3) of the Exchange Act) becomes the beneficial owner, directly or indirectly, of more than 50% of our voting stock, measured by voting power rather than number of shares. Notwithstanding the foregoing, a transaction effected to create a holding company for us will not be deemed to involve a change of control if: (1) pursuant to such transaction we become a direct or indirect wholly owned subsidiary of such holding company and (2)(A) the direct or indirect holders of the voting stock of such holding company immediately following that transaction are substantially the same as the holders of our voting stock immediately prior to that transaction or (B) immediately following that transaction no person (other than a holding company satisfying the requirements of this sentence) is the beneficial owner, directly or indirectly, of more than 50% of the voting stock of such holding company, measured by voting power rather than number of shares. | ||
| “Below investment grade rating event” is defined in the Preliminary Prospectus Supplement dated February 24, 2025. | ||
| Sinking Fund Provisions: | None | |
| Other Provisions: | As specified in the Preliminary Prospectus Supplement dated February 24, 2025 relating to the Securities. | |
| Securities Exchange: | The Series RR Notes will not be listed on any exchange. | |
| Ratings: | Baa2 by Moody’s Investors Service, Inc. BBB by S&P Global Ratings | |
| Closing Date and Delivery Date: | February 26, 2025 | |
| Closing Location: | Simpson Thacher & Bartlett LLP 425 Lexington Ave. New York, New York 10017 | |
| Address for Notices to Underwriters: | BofA Securities, Inc. 114 West 47th Street, NY8-114-07-01 New York, New York 10036 Attention: High Grade Debt Capital Markets Transaction Management/Legal Fax: (212) 901-7881
Fifth Third Securities, Inc. 34 Fountain Square Plaza Cincinnati, OH 45263 Attention: Debt Capital Markets/Legal Facsimile: 513-534-6757 Email: LiabilityManagement@53.com
TD Securities (USA) LLC 1 Vanderbilt Avenue, 11th Floor New York, NY 10017 Attention: DCM – Transaction Advisory Email: ustransactionadvisory@tdsecurities.com
U.S. Bancorp Investments, Inc. 214 North Tryon Street, 26th Floor Charlotte, North Carolina 28202 Attention: High Grade Syndicate Facsimile: 877-774-3462 | |
Schedule II-B
| Representatives: | BofA Securities, Inc. Fifth Third Securities, Inc. TD Securities (USA) LLC U.S. Bancorp Investments, Inc. | |
| Underwriting Agreement: | March 3, 2021 | |
| Registration Statement No.: | 333-277039 | |
| Title of Securities: | 5.500% Series SS Notes due 2037 (the “Series SS Notes”) | |
| Aggregate Principal Amount: | $1,500,000,000 | |
| Price to Public: | 98.700% of the principal amount of the Series SS Notes, plus accrued interest, if any, from February 26, 2025 | |
| Underwriting Discount: | 0.675% | |
| Indenture: | Indenture dated as of November 16, 1998 between Marriott International, Inc. and The Bank of New York Mellon, as successor to JPMorgan Chase Bank, N.A., formerly known as The Chase Manhattan Bank, as trustee | |
| Date of Maturity: | April 15, 2037 | |
| Interest Rate: | 5.500% per annum, payable semiannually | |
| Interest Payment Dates: | April 15 and October 15, commencing on October 15, 2025 | |
| CUSIP / ISIN: | 571903 BU6 / US571903BU68 | |
| Optional Redemption Provisions: | Prior to January 15, 2037 (three months prior to their maturity date) (the “Series SS Par Call Date”), the Company may redeem the Series SS Notes at its option, in whole or in part, at any time and from time to time, at a redemption price (expressed as a percentage of principal amount and rounded to three decimal places) equal to the greater of: (1) (a) the sum of the present values of the remaining scheduled payments of principal and interest on the Series SS Notes discounted to the redemption date (assuming the Series SS Notes matured on the Series SS Par Call | |
| Date) on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate plus 20 basis points less (b) interest accrued to the date of redemption, and (2) 100% of the principal amount of the Series SS Notes to be redeemed, plus, in either case, accrued and unpaid interest on the Series SS Notes to the redemption date. | ||
| On or after the Series SS Par Call Date, the Company may redeem the Series SS Notes, in whole or in part, at any time and from time to time, at its option, at a redemption price equal to 100% of the principal amount of the Series SS Notes being redeemed plus accrued and unpaid interest on the Series SS Notes to the redemption date. | ||
| Purchase of Securities Upon a Change in Control Repurchase Event: | If a change of control repurchase event occurs, the issuer will be required, subject to certain conditions, to make an offer to repurchase the Series SS Notes at a price equal to 101% of the principal amount of the Series SS Notes, plus accrued and unpaid interest to the date of repurchase. “Change of control repurchase event” means the occurrence of both a change of control and a below investment grade rating event. | |
| “Change of control” means the consummation of any transaction (including, without limitation, any merger or consolidation) the result of which is that any “person” (as that term is used in Section 13(d)(3) of the Exchange Act) becomes the beneficial owner, directly or indirectly, of more than 50% of our voting stock, measured by voting power rather than number of shares. Notwithstanding the foregoing, a transaction effected to create a holding company for us will not be deemed to involve a change of control if: (1) pursuant to such transaction we become a direct or indirect wholly owned subsidiary of such holding company and (2)(A) the direct or indirect holders of the voting stock of such holding company immediately following that transaction are substantially the same as the holders of our voting stock immediately prior to that transaction or (B) immediately following that transaction no person (other than a holding company satisfying the requirements of this sentence) is the beneficial owner, directly or indirectly, of more than 50% of the voting stock of such holding company, measured by voting power rather than number of shares. | ||
| “Below investment grade rating event” is defined in the Preliminary Prospectus Supplement dated February 24, 2025. | ||
| Sinking Fund Provisions: | None | |
| Other Provisions: | As specified in the Preliminary Prospectus Supplement dated February 24, 2025 relating to the Securities. | |
| Securities Exchange: | The Series SS Notes will not be listed on any exchange. | |
| Ratings: | Baa2 by Moody’s Investors Service, Inc. BBB by S&P Global Ratings | |
| Closing Date and Delivery Date: | February 26, 2025 | |
| Closing Location: | Simpson Thacher & Bartlett LLP 425 Lexington Ave. New York, New York 10017 | |
| Address for Notices to Underwriters: | BofA Securities, Inc. 114 West 47th Street, NY8-114-07-01 New York, New York 10036 Attention: High Grade Debt Capital Markets Transaction Management/Legal Fax: (212) 901-7881
Fifth Third Securities, Inc. 34 Fountain Square Plaza Cincinnati, OH 45263 Attention: Debt Capital Markets/Legal Facsimile: 513-534-6757 Email: LiabilityManagement@53.com
TD Securities (USA) LLC 1 Vanderbilt Avenue, 11th Floor New York, NY 10017 Attention: DCM – Transaction Advisory Email: ustransactionadvisory@tdsecurities.com
U.S. Bancorp Investments, Inc. 214 North Tryon Street, 26th Floor Charlotte, North Carolina 28202 Attention: High Grade Syndicate Facsimile: 877-774-3462 | |
ANNEX A
Permitted Free Writing Prospectus
Final Term Sheet dated February 24, 2025
ANNEX B
Issuer Free Writing Prospectus Filed Pursuant to Rule 433
supplementing the
Preliminary Prospectus Supplement dated February 24, 2025
Registration No. 333-277039
MARRIOTT INTERNATIONAL, INC.
$500,000,000 5.100% Series RR Notes due 2032
$1,500,000,000 5.500% Series SS Notes due 2037
PRICING TERM SHEET
Dated: February 24, 2025
5.100% Series RR Notes due 2032
| Issuer: | Marriott International, Inc. (the “Company”) | |
| Anticipated Ratings (Moody’s / S&P)*: | Baa2 / BBB | |
| Security: | 5.100% Series RR Notes due 2032 (the “Series RR Notes”) | |
| Aggregate Principal Amount: | $500,000,000 | |
| Maturity Date: | April 15, 2032 | |
| Coupon: | 5.100% | |
| Interest Payment Dates: | April 15 and October 15, commencing on October 15, 2025 | |
| Day Count Convention: | 360-day year consisting of twelve 30-day months | |
| Price to Public: | 99.293% of the principal amount | |
| Benchmark Treasury: | 4.375% due January 31, 2032 | |
| Benchmark Treasury Price / Yield: | 100-10 3/4 / 4.318% | |
| Spread to Benchmark Treasury: | + 90 basis points | |
| Yield to Maturity: | 5.218% | |
| Optional Redemption Provisions: | Prior to February 15, 2032 (two months prior to their maturity date) (the “Series RR Par Call Date”), the Company may redeem the Series RR Notes at its option, in whole or in part, at any time and from time to time, at a redemption price (expressed as a percentage of principal amount and rounded to three decimal places) equal to the greater of: (1) (a) the sum of the present values of the remaining scheduled payments of principal and interest on the Series RR Notes discounted to the redemption date (assuming the Series RR Notes matured on the Series RR Par Call Date) on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate plus 15 basis points less (b) interest accrued to the date of redemption, and (2) 100% of the principal amount of the Series RR Notes to be redeemed, plus, in either case, accrued and unpaid interest on the Series RR Notes to the redemption date.
On or after the Series RR Par Call Date, the Company may redeem the Series RR Notes, in whole or in part, at any time and from time to time, at its option, at a redemption price equal to 100% of the principal amount of the Series RR Notes being redeemed plus accrued and unpaid interest on the Series RR Notes to the redemption date. | |
| Change of Control: | Issuer repurchase offer required following certain changes of control as described in the Preliminary Prospectus Supplement dated February 24, 2025. | |
| Trade Date: | February 24, 2025 | |
| Expected Settlement Date**: | February 26, 2025 (T+2) | |
| CUSIP / ISIN: | 571903 BT9 / US571903BT95 | |
| Denominations: | $2,000 and integral multiples of $1,000 in excess thereof | |
| Joint Book-Running Managers: | BofA Securities, Inc. Fifth Third Securities, Inc. TD Securities (USA) LLC U.S. Bancorp Investments, Inc. Deutsche Bank Securities Inc. J.P. Morgan Securities LLC Wells Fargo Securities, LLC Citigroup Global Markets Inc. Scotia Capital (USA) Inc. Truist Securities, Inc. | |
2
| Senior Co-Managers: | Goldman Sachs & Co. LLC HSBC Securities (USA) Inc. ICBC Standard Bank Plc PNC Capital Markets LLC Siebert Williams Shank & Co., LLC Loop Capital Markets LLC Capital One Securities, Inc. BNY Mellon Capital Markets, LLC UniCredit Capital Markets LLC NatWest Markets Securities Inc. Standard Chartered Bank |
3
5.500% Series SS Notes due 2037
| Issuer: | Marriott International, Inc. (the “Company”) | |
| Anticipated Ratings (Moody’s / S&P)*: | Baa2 / BBB | |
| Security: | 5.500% Series SS Notes due 2037 (the “Series SS Notes”) | |
| Aggregate Principal Amount: | $1,500,000,000 | |
| Maturity Date: | April 15, 2037 | |
| Coupon: | 5.500% | |
| Interest Payment Dates: | April 15 and October 15, commencing on October 15, 2025 | |
| Day Count Convention: | 360-day year consisting of twelve 30-day months | |
| Price to Public: | 98.700% of the principal amount | |
| Benchmark Treasury: | 4.625% due February 15, 2035 | |
| Benchmark Treasury Price / Yield: | 101-26 / 4.398% | |
| Spread to Benchmark Treasury: | + 125 basis points | |
| Yield to Maturity: | 5.648% | |
| Optional Redemption Provisions: | Prior to January 15, 2037 (three months prior to their maturity date) (the “Series SS Par Call Date”), the Company may redeem the Series SS Notes at its option, in whole or in part, at any time and from time to time, at a redemption price (expressed as a percentage of principal amount and rounded to three decimal places) equal to the greater of: (1) (a) the sum of the present values of the remaining scheduled payments of principal and interest on the Series SS Notes discounted to the redemption date (assuming the Series SS Notes matured on the Series SS Par Call Date) on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate plus 20 basis points less (b) interest accrued to the date of redemption, and (2) 100% of the principal amount of the Series SS Notes to be redeemed, plus, in either case, accrued and unpaid interest on the Series SS Notes to the redemption date. | |
4
| On or after the Series SS Par Call Date, the Company may redeem the Series SS Notes, in whole or in part, at any time and from time to time, at its option, at a redemption price equal to 100% of the principal amount of the Series SS Notes being redeemed plus accrued and unpaid interest on the Series SS Notes to the redemption date. | ||
| Change of Control: | Issuer repurchase offer required following certain changes of control as described in the Preliminary Prospectus Supplement dated February 24, 2025. | |
| Trade Date: | February 24, 2025 | |
| Expected Settlement Date**: | February 26, 2025 (T+2) | |
| CUSIP / ISIN: | 571903 BU6 / US571903BU68 | |
| Denominations: | $2,000 and integral multiples of $1,000 in excess thereof | |
| Joint Book-Running Managers: | BofA Securities, Inc. Fifth Third Securities, Inc. TD Securities (USA) LLC U.S. Bancorp Investments, Inc. Deutsche Bank Securities Inc. J.P. Morgan Securities LLC Wells Fargo Securities, LLC Citigroup Global Markets Inc. Scotia Capital (USA) Inc. Truist Securities, Inc. | |
| Senior Co-Managers: | Goldman Sachs & Co. LLC HSBC Securities (USA) Inc. ICBC Standard Bank Plc PNC Capital Markets LLC Siebert Williams Shank & Co., LLC Loop Capital Markets LLC Capital One Securities, Inc. BNY Mellon Capital Markets, LLC UniCredit Capital Markets LLC NatWest Markets Securities Inc. Standard Chartered Bank | |
5
*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.
**We expect to deliver the notes against payment for the notes on or about February 26, 2025, which will be the second business day following the date of the pricing of the notes (this settlement cycle being referred to as “T+2”). Under Rule 15c6-1 under the Securities Exchange Act of 1934, as amended, trades in the secondary market generally are required to settle in one business day, unless the parties to a trade expressly agree otherwise. Accordingly, purchasers who wish to trade their notes prior to the business day before settlement will be required, by virtue of the fact that the notes initially will settle in T+2, to specify alternative settlement arrangements to prevent a failed settlement. Purchasers of the notes who wish to trade their notes prior to the business day before settlement should consult their own advisors.
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, the issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus if you request it by calling BofA Securities, Inc. at 800-294-1322, Fifth Third Securities, Inc. at 866-531-5353, TD Securities (USA) LLC at 855-495-9846 or U.S. Bancorp Investments, Inc. at 877-558-2607.
6
