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Optional Redemption: | | Prior to July 16, 2049, make-whole call, in whole or in part, at T+20 bps |
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| | On and after July 16, 2049, par call, in whole or in part |
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Optional Tax Redemption: | | In whole but not in part, at par upon certain changes in withholding taxes |
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Trade Date: | | January 13, 2020 |
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Settlement Date: | | January 16, 2020 (T+3) |
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Denominations / Multiples: | | U.S.$150,000 / U.S.$2,000 |
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Expected Ratings*: | | A- / A (S&P/ Fitch) |
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Offering Format: | | SEC-Registered |
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Clearing: | | DTC / Euroclear / Clearstream |
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CUSIP/ISIN: | | 344419 AC0 / US344419AC03 |
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Governing Law: | | State of New York |
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Expected Listing: | | New York Stock Exchange |
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Joint Lead Managers and Bookrunners: | | BofA Securities, Inc. Goldman Sachs & Co. LLC J.P. Morgan Securities LLC (B&D) |
* 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.
The Issuer has filed a registration statement (including the Preliminary Prospectus Supplement and the accompanying prospectus dated September 26, 2019) with the Securities and Exchange Commission (the “SEC”), for the offering of the Notes. Before you invest in the Notes, you should read the Preliminary Prospectus Supplement, the accompanying prospectus in that registration statement and the other documents the Issuer has filed with the SEC for more complete information about the Issuer and the offering of the Notes. You may get these documents for free by visiting EDGAR on the SEC web site at www.sec.gov. Alternatively, the Issuer, the underwriters or any dealer participating in the Offering will arrange to send you the Preliminary Prospectus Supplement and the accompanying prospectus if you request it by calling BofA Securities, Inc. at (800)294-1322, Goldman Sachs & Co. LLC at (212)902-1171 or (866)471-2526 or J.P. Morgan Securities LLC at (866)846-2874.
No PRIIPs KID —No PRIIPs key information document (KID) has been prepared as the Notes are not available to retail investors in the EEA.
Under Rule15c6-1 of the U.S. 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 such trade expressly agree otherwise. Accordingly, purchasers who wish to trade the Notes prior to the delivery of the Notes may be required, by virtue of the fact that the Notes initially will settle in three business days (T+3), to specify alternative settlement arrangements to prevent a failed settlement.
The offer and sale of the securities to which this pricing term sheet relates have been registered by the Issuer with the SEC by means of a registration statement on FormF-3ASR (RegistrationNo. 333-233960). This pricing term sheet shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of any securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.