Currency:
Specified Currency: USD (If other than U.S. dollars, see attached)
Minimum Denominations: ___________ (Applicable only if Specified Currency is other than U.S. dollars)
Exchange Rate Agent: ___________ (Applicable only if Specified Currency is other than U.S. dollars)
If Discount Note, check ☐
Issue Price: ____%
Form: ☒ Book-Entry ☐ Certificated
The Notes are expected to be delivered in book-entry only form through the facilities of The Depository Trust Company and its direct and indirect participants, including Euroclear Bank SA/NV and Clearstream Banking S.A., on or about November 25, 2024.
Plan of Distribution:
| | | | | | |
Name | | Title | | Principal Amount of Notes | |
MUFG Securities Americas Inc. | | Bookrunner | | | $112,000,000 | |
BofA Securities, Inc. | | Bookrunner | | | $112,000,000 | |
TD Securities (USA) LLC | | Bookrunner | | | $112,000,000 | |
Mizuho Securities USA LLC | | Co-Manager | | | $16,000,000 | |
RBC Capital Markets, LLC | | Co-Manager | | | $16,000,000 | |
U.S. Bancorp Investments, Inc. | | Co-Manager | | | $16,000,000 | |
Westpac Capital Markets LLC | | Co-Manager | | | $16,000,000 | |
| | | | | | |
Total | | | | | $400,000,000 | |
| | | | | | |
Legal Matters:
In the opinion of Perkins Coie LLP, as counsel to the Company, when the notes offered by this pricing supplement have been executed and issued by the Company and authenticated by the trustee pursuant to the indenture, and delivered against payment as contemplated herein, such notes will constitute valid and binding obligations of the Company, enforceable against the Company in accordance with its terms, subject to and limited by: (i) the effect of bankruptcy, insolvency, reorganization, receivership, conservatorship, arrangement, moratorium, fraudulent transfer or other laws affecting or relating to the rights of creditors generally; (ii) rules governing the availability of specific performance, injunctive relief or other equitable remedies and general principles of equity, regardless of whether arising prior to, or after, the date hereof or considered in a proceeding in equity or at law; or (iii) the effect of federal and state securities laws and principles of public policy on the rights of indemnity and contribution. This opinion is based as to matters of law solely on applicable provisions of the laws in their current forms of the States of Washington and New York, and the federal securities laws of the United States of America. In addition, this opinion is subject to customary assumptions about the trustee’s authorization, execution and delivery of the indenture and its authentication of the notes and the validity, binding nature and enforceability of the indenture with respect to the trustee and to such counsel’s reliance on the Company and other sources as to certain factual matters, all as stated in the letter of such counsel dated November 7, 2024, which has been filed as an exhibit to the registration statement on Form S-3 by the Company on November 7, 2024.
Other Provisions:
N/A