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| Co-Managers: | | Commerz Markets LLC MUFG Securities Americas Inc. PNC Capital Markets LLC Truist Securities, Inc. U.S. Bancorp Investments, Inc. BBVA Securities Inc. Lloyds Securities Inc. Santander Investment Securities Inc. UniCredit Capital Markets LLC BNY Mellon Capital Markets, LLC | | Commerz Markets LLC MUFG Securities Americas Inc. PNC Capital Markets LLC Truist Securities, Inc. U.S. Bancorp Investments, Inc. BBVA Securities Inc. Lloyds Securities Inc. Santander Investment Securities Inc. UniCredit Capital Markets LLC BNY Mellon Capital Markets, LLC | | Commerz Markets LLC MUFG Securities Americas Inc. PNC Capital Markets LLC Truist Securities, Inc. U.S. Bancorp Investments, Inc. BBVA Securities Inc. Lloyds Securities Inc. Santander Investment Securities Inc. UniCredit Capital Markets LLC BNY Mellon Capital Markets, LLC |
| * | 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. |
This pricing term sheet relates only to the securities described above and should be read in conjunction with the preliminary prospectus supplement dated June 6, 2022 (the “Preliminary Prospectus Supplement”) relating to these securities. The information in this pricing term sheet supplements the Preliminary Prospectus Supplement and updates and supersedes the information in the Preliminary Prospectus Supplement to the extent it is inconsistent with the information in the Preliminary Prospectus Supplement.
† The issuer expects that delivery of the notes will be made to investors on or about June 15, 2022, which will be the seventh business day following the date of this pricing term sheet (such settlement being referred to as “T+7”). Under Rule 15c6-1 under the Exchange Act, trades in the secondary market are required to settle in two business days, unless the parties to any such trade expressly agree otherwise. Accordingly, purchasers who wish to trade the notes prior to the second business day before the date of delivery of the notes hereunder will be required, by virtue of the fact that the notes initially settle in T+7, to specify an alternate settlement arrangement at the time of any such trade to prevent a failed settlement. Purchasers of the notes who wish to trade the notes prior to the second business day before the date of delivery of the notes should consult their advisors.
The issuer has filed a registration statement (including a prospectus and related preliminary prospectus supplement for the offering) with the U.S. Securities and Exchange Commission (the “SEC”) for the offering to which this communication relates. Before you invest, 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 this offering. You may get these documents for free by visiting EDGAR on the SEC’s website 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 Citigroup Global Markets Inc. toll-free at 1-800-831-9146, HSBC Securities (USA) Inc. toll-free at 1-866-811-8049, and Wells Fargo Securities, LLC toll-free at 1-800-645-3751.
This communication does not constitute an offer to sell or the solicitation of an offer to buy any securities in any jurisdiction to any person to whom it is unlawful to make such offer or solicitation in such jurisdiction.
ANY DISCLAIMERS OR OTHER NOTICES THAT MAY APPEAR BELOW ARE NOT APPLICABLE TO THIS COMMUNICATION AND SHOULD BE DISREGARDED. SUCH DISCLAIMERS OR OTHER NOTICES WERE AUTOMATICALLY GENERATED AS A RESULT OF THIS COMMUNICATION BEING SENT VIA BLOOMBERG OR ANOTHER EMAIL SYSTEM.
