Optional Redemption
We will not be permitted to redeem the notes before their stated maturity, except as set forth below. The notes will not be entitled to the benefit of any sinking fund—meaning that we will not deposit money on a regular basis into any separate account to repay the notes. In addition, holders will not be entitled to require us to repurchase their notes from them before the stated maturity.
Optional Redemption With “Make-Whole” Amount or at Par
Prior to the Par Call Date, we will have the right, at our option, to redeem the outstanding notes, in whole at any time or in part from time to time, on at least 30 days’ but not more than 60 days’ notice, 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 Payments, discounted to the redemption date on an annual basis (assuming a365-day year or366-day year (in the event of a leap year), as applicable, and the actual number of days elapsed) at the Bund Rate plus 20 basis points (the “make-whole” amount), plus, in each case, accrued and unpaid interest on the principal amount of the notes being redeemed to the redemption date.
On or after the Par Call Date, we will have the right, at our option, to redeem the outstanding notes, in whole at any time or in part from time to time, on at least 30 days’ but not more than 60 days’ notice, at par plus accrued and unpaid interest on the principal amount of the notes being redeemed to the redemption date.
“Par Call Date” means March 26, 2027 (the date that is three months prior to the stated maturity of the notes).
“Bund Rate” means, as of any redemption date, the rate per annum equal to the yield to maturity as of such redemption date of the Comparable German Bund Issue, assuming a price for the Comparable German Bund Issue (expressed as a percentage of its principal amount) equal to the Comparable German Bund Price for such redemption date.
“Comparable German Bund Issue” means the German Bundesanleihe security selected by any Reference German Bund Dealer as having a fixed maturity most nearly equal to the Par Call Date that would be utilized at the time of selection and in accordance with customary financial practice, in pricing new issues of euro-denominated corporate debt securities in a principal amount approximately equal to the then outstanding principal amount of the notes to be redeemed and of a comparable maturity to the Par Call Date;provided, however, that, if the Par Call Date is not equal to the fixed maturity of the German Bundesanleihe security selected by such Reference German Bund Dealer, the Bund Rate shall be determined by linear interpolation (calculated to the nearestone-twelfth of a year) from the yields of German Bundesanleihe securities for which such yields are given, except that if the remaining term to the Par Call Date is less than one year, a fixed maturity of one year shall be used.
“Comparable German Bund Price” means, with respect to any redemption date, the average of all Reference German Bund Dealer Quotations for such date (which, in any event, must include at least two such quotations), after excluding the highest and lowest such Reference German Bund Dealer Quotations, or if the paying agent obtains fewer than four such Reference German Bund Dealer Quotations, the average of all such quotations.
“Reference German Bund Dealer” means each of Barclays Bank PLC, Merrill Lynch International, J.P. Morgan Securities plc, UBS AG London Branch, Banco Santander, S.A. and UniCredit Bank AG, or their affiliates, which are dealers of German Bundesanleihe securities and one other leading dealer of German Bundesanleihe securities reasonably designated by us;provided, however, that if any of the foregoing shall cease to be a dealer of German Bundesanleihe securities, we will substitute therefor another dealer of German Bundesanleihe securities.
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