Filed pursuant to Rule 424(b)(5)
Registration No. 333-257399

		Pricing Supplement (To Prospectus dated August 4, 2021 and Prospectus Supplement dated August 4, 2021) January 18, 2024

$5,000,000,000

Medium-Term Notes, Series N

$5,000,000,000 5.468% Fixed/Floating Rate Senior Notes, due January 2035

This pricing supplement describes a series of our senior notes that will be issued under our Medium-Term Note Program, Series N (the “notes”).

The notes mature on January 23, 2035. We will pay interest on the notes (a) from, and including, January 23, 2024 to, but excluding, January 23, 2034, at a fixed rate of 5.468% per annum, payable semi-annually, and (b) from, and including, January 23, 2034 to, but excluding, the maturity date, at a floating rate per annum equal to compounded SOFR, plus 1.65%, payable quarterly.

We will have the option to redeem the notes prior to the applicable stated maturity as described in this pricing supplement under the heading “Specific Terms of the Notes—Optional Redemption.”

The notes are unsecured and rank equally in right of payment with all of our other unsecured and unsubordinated obligations from time to time outstanding, except obligations that are subject to any priorities or preferences by law. We do not intend to list the notes on any securities exchange.

Investing in the notes involves risks. See “Risk Factors Relating to the Notes” beginning on page S-9 of the accompanying prospectus supplement and “Risk Factors” beginning on page 8 of the accompanying prospectus.

None of the Securities and Exchange Commission, any state securities commission, or any other regulatory body has approved or disapproved of the notes or passed upon the adequacy or accuracy of this pricing supplement, the accompanying prospectus supplement or the accompanying prospectus. Any representation to the contrary is a criminal offense.

 

		Per Note				Total
Public Offering Price			100.000	%		$	5,000,000,000
Selling Agents’ Commission			0.450	%		$	22,500,000
Proceeds (before expenses)			99.550	%		$	4,977,500,000

We expect to deliver the notes in book-entry only form through the facilities of The Depository Trust Company on January 23, 2024.

 

 

Sole Book-Runner

BofA Securities

 

 

 

Apto Partners, LLC				CastleOak Securities, L.P.		Great Pacific Securities
MFR Securities, Inc.				Roberts & Ryan Inc.		Telsey Advisory Group
ANZ Securities		BBVA		BMO Capital Markets		BNY Mellon Capital Markets, LLC		Capital One Securities
CIBC Capital Markets		Citizens Capital Markets		Goodbody		HSBC		IMI – Intesa Sanpaolo
Lloyds Securities		M&T Securities		Mizuho		nabSecurities, LLC		Natixis
Nomura		Nordea		PNC Capital Markets LLC		Raiffeisen Bank International		Santander
SOCIETE GENERALE		SMBC Nikko		TD Securities		Truist Securities		Westpac Capital Markets LLC

SPECIFIC TERMS OF THE NOTES

The descriptions of certain specific terms of the notes set forth below supplement, and should be read together with, the description of our Medium-Term Notes, Series N included in “Description of the Notes” in the accompanying prospectus supplement dated August 4, 2021 and the general description of our debt securities included in “Description of Debt Securities” in the accompanying prospectus also dated August 4, 2021.

If there is any inconsistency or conflict between the information in this pricing supplement and in the accompanying prospectus supplement or prospectus, the information in this pricing supplement will govern and control. Capitalized or other defined terms used, but not defined, in this pricing supplement have the same meanings as are given to them in the accompanying prospectus supplement or prospectus, as applicable.

 

•  Title of the Series:		5.468% Fixed/Floating Rate Senior Notes, due January 2035
•  Type of Notes:		Fixed/floating rate notes
•  Specified Currency:		U.S. dollars
•  Issue Price:		100%
•  Aggregate Principal Amount Initially Being Issued:		$5,000,000,000
•  Issue Date:		January 23, 2024
•  CUSIP No.:		06051GMA4
•  ISIN:		US06051GMA49
•  Maturity Date:		January 23, 2035
•  Minimum Denominations:		$2,000 and multiples of $1,000 in excess of $2,000
•  Ranking:		Senior
•  Fixed Interest Rate:		5.468% per annum, payable semi-annually in arrears for each semi-annual Interest Period during the period from, and including, the Issue Date to, but excluding, January 23, 2034 (the “Fixed Rate Period”).
•  Floating Interest Rate:		Base Rate plus the Spread per annum, payable quarterly in arrears for each quarterly Interest Period during the period from, and including, January 23, 2034 to, but excluding, the Maturity Date (the “Floating Rate Period”). During the Floating Rate Period, the notes will be “compounded SOFR notes” as defined in the accompanying prospectus supplement.
•  Base Rate:		Compounded SOFR, which is a compounded average of daily SOFR (the Secured Overnight Financing Rate) as determined for each quarterly Interest Period during the Floating Rate Period as set forth under “Description of the Notes—Floating-Rate Notes—Payment Delay Notes—Compounded SOFR, Compounded SONIA and Compounded CORRA—Determination of Compounded SOFR (Payment Delay)” in the accompanying prospectus supplement.

 

PS-2

•  Spread:		165 basis points
•  Payment Delay Convention:		Applicable. During the Floating Rate Period, accrued interest, Interest Periods, the interest rate and timing of interest payments for a particular Interest Period, among other terms and provisions of the notes, will be determined as set forth under “Description of the Notes—Floating-Rate Notes—Payment Delay Notes—Compounded SOFR, Compounded SONIA and Compounded CORRA” in the accompanying prospectus supplement.
•  Interest Periods:		During the Fixed Rate Period, each semi-annual period from, and including, an Interest Payment Date (or, in the case of the first Interest Period, the Issue Date) to, but excluding, the next Interest Payment Date (or, if the notes are redeemed earlier, the redemption date).   During the Floating Rate Period, each quarterly period from, and including, an Interest Period Demarcation Date (or, in the case of the first Interest Period during the Floating Rate Period, the scheduled Interest Payment Date of January 23, 2034 (adjusted, if applicable, as set forth under “Description of the Notes—Floating-Rate Notes—Payment Delay Notes—Compounded SOFR, Compounded SONIA and Compounded CORRA—General Terms and Provisions Applicable to the Notes Using the Payment Delay Convention” in the accompanying prospectus supplement)) to, but excluding the next Interest Period Demarcation Date (or, in the case of the final Interest Period, the Maturity Date or, if the notes are redeemed earlier, the redemption date).
•  Interest Period Demarcation Dates during the Floating Rate Period:		The 23rd of each January, April, July and October, commencing April 23, 2034 and ending on the Maturity Date (or, if the notes are redeemed earlier, ending on the redemption date).
•  Interest Payment Dates:		During the Fixed Rate Period, January 23 and July 23 of each year, beginning July 23, 2024 and ending January 23, 2034.   During the Floating Rate Period, the second Business Day following each Interest Period Demarcation Date; provided that the Interest Payment Date with respect to the final Interest Period will be the Maturity Date or, if the notes are redeemed earlier, the redemption date.

 

PS-3

•  Rate Cut-Off Date:		The second U.S. government securities business day prior to the Maturity Date or redemption date, as applicable.   For purposes of calculating compounded SOFR with respect to the final Interest Period, the level of SOFR for each U.S. government securities business day in the period from, and including, the Rate Cut-Off Date to, but excluding, the Maturity Date or redemption date, as applicable, will be the level of SOFR in respect of such Rate Cut-Off Date.
•  Optional Redemption:		We may redeem the notes at our option, (a) in whole, but not in part, on January 23, 2034, or (b) in whole at any time or in part from time to time, on or after October 23, 2034 and prior to the Maturity Date, in each case, upon at least 5 business days’ but not more than 60 calendar days’ prior written notice to holders of the notes being redeemed at a redemption price equal to 100% of the principal amount of the notes being redeemed, plus accrued and unpaid interest, if any, thereon to, but excluding, the redemption date.   In addition, we may redeem the notes at our option, in whole at any time or in part from time to time, on or after July 23, 2024 (or, if additional notes are issued after January 23, 2024, on or after the date that is six months after the issue date of such additional notes), and prior to January 23, 2034 (which is the last day of the “remaining term” of the notes for purposes of such redemption), upon at least 5 business days’ but not more than 60 calendar days’ prior written notice to the holders of the notes being redeemed, pursuant to a “make-whole redemption” at the applicable “make-whole” redemption price, in accordance with the applicable terms and provisions set forth in the accompanying prospectus supplement under the heading “Description of the Notes— Redemption—Make-Whole Redemption.” The applicable “spread” to be added to the treasury rate for the “make-whole” redemption price is 20 basis points.
•  Day Count Convention:		30/360 during the Fixed Rate Period; Actual/360 during the Floating Rate Period.
•  Business Days:		During the Fixed Rate Period, New York/Charlotte; during the Floating Rate Period, New York/Charlotte and U.S. government securities business day.
•  Business Day Convention:		During the Fixed Rate Period, following unadjusted business day convention; during the Floating Rate Period, modified following business day convention (adjusted).

 

PS-4

•  Record Dates for Interest Payments:		For book-entry only notes, one business day prior to the applicable Interest Payment Date. If the notes are not held in book-entry only form, the record dates will be the fifteenth calendar day preceding the applicable Interest Payment Date as originally scheduled to occur.
•  Repayment at Option of Holder:		None
•  Listing:		None
•  Calculation Agent:		For purposes of calculating the rate of interest on the notes during the Floating Rate Period, we have entered into an agreement with The Bank of New York Mellon Trust Company, N.A. to act as calculation agent. We may remove the calculation agent at any time, and we may appoint a replacement calculation agent, which may be an affiliate of ours, without your consent and without notifying you of the change.
•  Further Issuances:		We have the ability to “reopen,” or increase after the Issue Date, the aggregate principal amount of the notes initially being issued without notice to the holders of existing notes by selling additional notes having the same terms, provided that such additional notes will be fungible for U.S. federal income tax purposes. However, any new notes of this kind may have a different offering price and may begin to bear interest on a different date.

 

PS-5

SUPPLEMENTAL INFORMATION CONCERNING THE PLAN OF

DISTRIBUTION AND CONFLICTS OF INTEREST

On January 18, 2024, we entered into an agreement with the selling agents identified below for the purchase and sale of the notes (the “written terms agreement”). We have agreed to sell to each of the selling agents, and each of the selling agents has agreed to purchase from us, the principal amount of the notes shown opposite its name in the table below at the public offering price set forth above.

 

Selling Agent		Principal Amount of Notes
BofA Securities, Inc.		$	4,050,000,000
Apto Partners, LLC		$	75,000,000
CastleOak Securities, L.P.		$	75,000,000
Great Pacific Securities		$	75,000,000
MFR Securities, Inc.		$	75,000,000
Roberts & Ryan Inc.		$	75,000,000
Telsey Advisory Group LLC		$	75,000,000
ANZ Securities, Inc.		$	20,000,000
BBVA Securities Inc.		$	20,000,000
BMO Capital Markets Corp.		$	20,000,000
BNY Mellon Capital Markets, LLC		$	20,000,000
Capital One Securities, Inc.		$	20,000,000
CIBC World Markets Corp.		$	20,000,000
Citizens JMP Securities, LLC		$	20,000,000
Goodbody Stockbrokers UC		$	20,000,000
HSBC Securities (USA) Inc.		$	20,000,000
Intesa Sanpaolo IMI Securities Corp.		$	20,000,000
Lloyds Securities Inc.		$	20,000,000
M&T Securities, Inc.		$	20,000,000
Mizuho Securities USA LLC		$	20,000,000
nabSecurities, LLC		$	20,000,000
Natixis Securities Americas LLC		$	20,000,000
Nomura Securities International, Inc.		$	20,000,000
Nordea Bank Abp		$	20,000,000
PNC Capital Markets LLC		$	20,000,000
RB International Markets (USA) LLC		$	20,000,000
Santander US Capital Markets LLC		$	20,000,000
SG Americas Securities, LLC		$	20,000,000
SMBC Nikko Securities America, Inc.		$	20,000,000
TD Securities (USA) LLC		$	20,000,000
Truist Securities, Inc.		$	20,000,000
Westpac Capital Markets LLC		$	20,000,000
Total		$	5,000,000,000

The obligations of the selling agents under the written terms agreement are several and not joint. The selling agents have agreed to purchase all of the notes if any of them are purchased. In the event of a default by any selling agent, the written terms agreement provides that, in certain circumstances, non-defaulting selling agents may increase their purchase commitments, or the written terms agreement may be terminated.

The selling agents may sell the notes to certain dealers at the public offering price, less a concession which will not exceed 0.250% of the principal amount of the notes, and the selling agents and those dealers may resell the notes to other dealers at a reallowance discount which will not exceed 0.200% of the principal amount of the notes.

 

PS-6

After the initial offering of the notes, the concessions and reallowance discounts for the notes may change.

We estimate that the total offering expenses for the notes, excluding the selling agents’ commissions, will be approximately $900,000.

BofA Securities, Inc. is our wholly-owned subsidiary, and we will receive the net proceeds of the offering.

We expect that delivery of the notes will be made to investors on or about January 23, 2024, which is the third business day following the date of this pricing supplement (such settlement being referred to as “T+3”). As of the date of this pricing supplement, under Rule 15c6-1 of the 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 a trade expressly agree otherwise. Accordingly, purchasers who wish to trade notes on any date prior to two business days before delivery will be required, by virtue of the fact that the notes initially settle in T+3, to specify an alternate settlement cycle at the time of the trade to prevent a failed settlement and should consult their own advisors in connection with that election.

Some of the selling agents and their affiliates have engaged in, and may in the future engage in, investment banking, corporate trust and other commercial dealings in the ordinary course of business with us or our affiliates. They have received, or may in the future receive, customary fees and commissions for these transactions.

In addition, in the ordinary course of their business activities, the selling agents and their affiliates may make or hold a broad array of investments and actively trade debt and equity securities (or related derivative securities) and financial instruments (including bank loans) for their own account and for the accounts of their customers. Such investments and securities activities may involve securities and/or instruments of ours or our affiliates. The selling agents or their affiliates that have a lending relationship with us routinely hedge their credit exposure to us consistent with their customary risk management policies. Typically, such selling agents and their affiliates would hedge such exposure by entering into transactions which consist of either the purchase of credit default swaps or the creation of short positions in our securities, including potentially the notes offered hereby. Any such short positions could adversely affect future trading prices of the notes offered hereby. The selling agents and their affiliates may also make investment recommendations and/or publish or express independent research views in respect of such securities or financial instruments and may hold, or recommend to clients that they acquire, long and/or short positions in such securities and instruments.

To the extent any selling agent that is not a U.S. registered broker-dealer intends to effect any offers or sales of any notes in the United States, it will do so through one or more U.S. registered broker-dealers in accordance with the applicable U.S. securities laws and regulations.

 

PS-7

VALIDITY OF THE NOTES

In the opinion of McGuireWoods LLP, as counsel to Bank of America Corporation ( “BAC”), when the notes offered hereby have been completed and executed by BAC, and authenticated by the trustee in accordance with the provisions of the indenture governing the notes, and the notes have been delivered against payment therefor as contemplated in this pricing supplement and the related prospectus and prospectus supplement, all in accordance with the provisions of the indenture governing the notes, the notes will be the legal, valid and binding obligations of BAC, subject to the effects of applicable bankruptcy, insolvency (including laws relating to preferences, fraudulent transfers and equitable subordination), reorganization, moratorium and other similar laws affecting creditors’ rights generally, and to general principles of equity. This opinion is given as of the date of this pricing supplement and is limited to the laws of the State of New York and the Delaware General Corporation Law (including the statutory provisions, all applicable provisions of the Delaware Constitution and reported judicial decisions interpreting the foregoing) as in effect on the date of this pricing supplement. In addition, this opinion is subject to customary assumptions about the trustee’s authorization, execution and delivery of the indenture governing the notes, the validity, binding nature and enforceability of the indenture governing the notes with respect to the trustee, the legal capacity of individuals, the genuineness of signatures, the authenticity of all documents submitted to McGuireWoods LLP as originals, the conformity to original documents of all documents submitted to McGuireWoods LLP as copies thereof, the authenticity of the originals of such copies and certain factual matters, all as stated in the letter of McGuireWoods LLP dated June 25, 2021, which has been filed as an exhibit to BAC’s Registration Statement relating to the notes filed with the Securities and Exchange Commission on June 25, 2021.

 

PS-8

Medium-Term Notes, Series N

We may offer from time to time our Bank of America Corporation Medium-Term Notes, Series N. The specific terms of any notes that we offer will be determined before each sale and will be described in a separate pricing supplement, prospectus addendum, product supplement and/or other prospectus supplement. Terms may include:

 

 

 

We may sell notes to the selling agents as principal for resale at varying or fixed offering prices or through the selling agents as agents using their best efforts on our behalf. We also may sell the notes directly to investors.

We may use this prospectus supplement and the accompanying prospectus in the initial sale of any notes. In addition, BofA Securities, Inc., or any of our other broker-dealer affiliates, may use this prospectus supplement and the accompanying prospectus in market-making transactions in any notes after their initial sale. Unless we or one of our selling agents informs you otherwise in the confirmation of sale, this prospectus supplement and the accompanying prospectus are being used in a market-making transaction.

Unless otherwise specified in the applicable supplement, the notes will not be listed or quoted on any securities exchange or quotation system.

Investing in the notes involves risks. See “Risk Factors Relating to the Notes” beginning on page S-9 and “Risk Factors” beginning on page 8 of the accompanying prospectus.

Certain capitalized or other defined terms that are used in this prospectus supplement have the specific meanings set forth herein. A listing of the pages on which certain of such terms are defined can be found under the Index of Certain Defined Terms at the end of this prospectus supplement. Capitalized or other defined terms used, but not defined, in this prospectus supplement have the same meanings as are given to them in the accompanying prospectus.

 

 

Our notes are unsecured and are not savings accounts, deposits, or other obligations of a bank. Our notes are not guaranteed by Bank of America, N.A. or any other bank, are not insured by the Federal Deposit Insurance Corporation or any other governmental agency, and may involve investment risks.

None of the Securities and Exchange Commission, any state securities commission, or any other regulatory body has approved or disapproved of these notes or passed upon the adequacy or accuracy of this prospectus supplement or the accompanying prospectus. Any representation to the contrary is a criminal offense.

 

 

BofA Securities

 

 

Prospectus Supplement to Prospectus dated August 4, 2021

August 4, 2021

TABLE OF CONTENTS

 

 

S-2

ABOUT THIS PROSPECTUS SUPPLEMENT

We have registered our Medium-Term Notes, Series N (the “notes”) on a registration statement on Form S-3 filed with the Securities and Exchange Commission (the “SEC”) under Registration No. 333-257399. From time to time, we intend to use this prospectus supplement, the accompanying prospectus, and a related pricing supplement, prospectus addendum, product supplement and/or other prospectus supplement to offer the notes. You should read each of these documents before investing in the notes.

This prospectus supplement describes additional terms of the notes and supplements the description of our debt securities that may be issued under the Indentures (as defined below), including the notes, contained in the accompanying prospectus. If the information in this prospectus supplement is inconsistent with the accompanying prospectus, this prospectus supplement will supersede the information in the accompanying prospectus.

For each offering of notes, we will issue a pricing supplement, prospectus addendum and/or other prospectus supplement that will contain additional terms of the offering and specific terms and provisions of the notes being offered. Such pricing supplement, prospectus addendum or other prospectus supplement also may add, update, or change information in this prospectus supplement or the accompanying prospectus, including provisions describing the calculation of the amounts payable under the notes and the method of making payments under the notes. In this prospectus supplement, references to the “applicable supplement” mean this prospectus supplement, and any applicable pricing supplement, prospectus addendum or addenda, and/or any other supplement or supplements filed with the SEC pursuant to Rule 424 under the Securities Act, that describe the particular notes being offered to you. If there are any differences between the information contained in the applicable supplement or any document dated after the date of this prospectus supplement and incorporated by reference into the accompanying prospectus, the information contained in such applicable supplement or document will supersede the information in this prospectus supplement. If the applicable supplement for a series of notes includes terms and provisions that modify, conflict with or otherwise are inconsistent with the applicable terms and provisions of the notes set forth in this prospectus supplement, then, regardless of whether or not the applicable terms and provisions set forth below are stated to apply “unless otherwise specified in the applicable supplement,” such terms and provisions set forth in the applicable supplement shall govern and control with respect to such series of notes. We will state in the applicable supplement the interest rate, the base rate for floating-rate notes or the reset reference rate for fixed-rate reset notes, as applicable, the applicable spread (if any), issue price, the maturity date, interest payment dates, redemption, or repayment provisions, if any, and other relevant terms and provisions for each note at the time of issuance. An applicable supplement also may include a discussion of any risk factors or other special additional considerations that apply to a particular type of note. Each applicable supplement can be quite detailed and always should be read carefully.

IN CONNECTION WITH ANY OFFERING OF THE NOTES, WE MAY APPOINT A STABILIZING MANAGER, IN WHICH CASE THE STABILIZING MANAGER WILL BE IDENTIFIED IN THE APPLICABLE SUPPLEMENT. THE STABILIZING MANAGER (OR PERSONS ACTING ON ITS BEHALF), IF ANY, MAY OVER ALLOT NOTES OR EFFECT TRANSACTIONS WITH A VIEW TO SUPPORTING THE MARKET PRICE OF THE APPLICABLE NOTES DURING THE STABILIZATION PERIOD AT A LEVEL HIGHER THAN THAT WHICH MIGHT OTHERWISE PREVAIL. HOWEVER, STABILIZATION ACTION MAY NOT NECESSARILY OCCUR. ANY STABILIZATION ACTION MAY BEGIN ON OR AFTER THE DATE ON WHICH ADEQUATE PUBLIC DISCLOSURE OF THE TERMS OF THE OFFER OF THE APPLICABLE SERIES OF NOTES IS MADE AND, IF BEGUN, MAY BE ENDED AT ANY TIME, BUT IT MUST END NO LATER THAN 30 DAYS AFTER THE DATE ON WHICH WE RECEIVE THE PROCEEDS OF THE APPLICABLE OFFERING OF NOTES, OR NO LATER

 

S-3

THAN 60 DAYS AFTER THE DATE OF ALLOTMENT OF THE APPLICABLE SERIES NOTES, WHICHEVER IS THE EARLIER. ANY STABILIZATION ACTION OR OVER ALLOTMENT MUST BE CONDUCTED BY THE STABILIZING MANAGER (OR PERSONS ACTING ON ITS BEHALF) IN ACCORDANCE WITH ALL APPLICABLE LAWS AND RULES AND WILL BE UNDERTAKEN AT THE OFFICES OF THE STABILIZING MANAGER (OR PERSONS ACTING ON ITS BEHALF) AND ON THE APPLICABLE STOCK EXCHANGE ON WHICH THE APPLICABLE SERIES OF NOTES IS LISTED, IF ANY.

This prospectus supplement and the accompanying prospectus do not constitute an offer to sell or the solicitation of an offer to buy the notes in any jurisdiction in which that offer or solicitation is unlawful. The distribution of this prospectus supplement and the accompanying prospectus and the offering of the notes may be restricted by law in some jurisdictions. If you have received this prospectus supplement and the accompanying prospectus, you should find out about and observe these restrictions. Persons outside the United States who come into possession of this prospectus supplement and the accompanying prospectus must inform themselves about and observe any restrictions relating to the distribution of this prospectus supplement and the accompanying prospectus and the offering of the notes outside of the United States. See “Supplemental Plan of Distribution (Conflicts of Interest)—Selling Restrictions.”

This prospectus supplement and the accompanying prospectus have been prepared on the basis that any offer of notes in any Member State of the European Economic Area (the “EEA”) (each, a “Relevant Member State”) will be made under an exemption under Regulation (EU) No. 2017/1129 (the “EU Prospectus Regulation”), from the requirement to publish a prospectus for offers of notes. Accordingly, any person making or intending to make an offer in that Relevant Member State of any notes which are contemplated in this prospectus supplement and the accompanying prospectus may only do so in circumstances in which no obligation arises for us or any of the selling agents to publish a prospectus pursuant to Article 3 of the EU Prospectus Regulation or supplement a prospectus pursuant to Article 23 of the EU Prospectus Regulation, in each case, in relation to such offer. Neither we nor the selling agents have authorized, and neither we nor they authorize, the making of any offer of notes in circumstances in which an obligation arises for us or any selling agent to publish or supplement a prospectus for the purposes of the EU Prospectus Regulation in relation to such offer. Neither this prospectus supplement nor the accompanying prospectus constitutes an approved prospectus for the purposes of the EU Prospectus Regulation.

This prospectus supplement and the accompanying prospectus have been prepared on the basis that any offer of notes in the United Kingdom will be made pursuant to an exemption under the UK Prospectus Regulation from the requirement to publish a prospectus for offers of notes. Accordingly, any person making or intending to make an offer in the United Kingdom of notes which are the subject of this prospectus supplement and the accompanying prospectus may only do so in circumstances in which no obligation arises for us or any of the selling agents to publish a prospectus pursuant to section 85 of the Financial Services and Markets Act 2000 (as amended, the “FSMA”) or supplement a prospectus pursuant to Article 23 of the UK Prospectus Regulation, in each case, in relation to such offer. Neither we nor the selling agents have authorized, and neither we nor they authorize, the making of any offer of notes in circumstances in which an obligation arises for us or any of the selling agents to publish or supplement a prospectus for the purposes of the UK Prospectus Regulation in relation to such offer. Neither this prospectus supplement nor the accompanying prospectus constitutes an approved prospectus for the purposes of the UK Prospectus Regulation. The expression “UK Prospectus Regulation” means Regulation (EU) 2017/1129 as it forms part of United Kingdom domestic law by virtue of the European Union (Withdrawal) Act of 2018 (the “EUWA”).

This prospectus supplement and the accompanying prospectus are only for distribution to and directed at: (i) in the United Kingdom, persons having professional experience in matters relating

 

S-4

to investments falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (as amended) (the “Order”) and high net worth entities falling within Article 49(2)(a) to (d) of the Order; (ii) persons who are outside the United Kingdom; and (iii) any other person to whom it can otherwise be lawfully distributed (all such persons together being referred to as “Relevant Persons”). Any investment or investment activity to which this prospectus supplement and the accompanying prospectus relate is available only to and will be engaged in only with Relevant Persons, and any person who is not a Relevant Person should not rely on them.

IMPORTANT  —  EEA RETAIL INVESTORS  —  The notes are not intended to be offered, sold or otherwise made available to and should not be offered, sold or otherwise made available to any retail investor in the EEA. For these purposes, a retail investor means a person who is one (or more) of: (i) a retail client as defined in point (11) of Article 4(1) of Directive 2014/65/EU (as amended, “MiFID II”); (ii) a customer within the meaning of Directive (EU) 2016/97 (as amended, the “Insurance Distribution Directive”), where that customer would not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II; or (iii) not a qualified investor as defined in the EU Prospectus Regulation. Consequently no key information document required by Regulation (EU) No 1286/2014 (as amended, the “EU PRIIPs Regulation”) for offering or selling the notes or otherwise making them available to retail investors in the EEA has been prepared and therefore offering or selling the notes or otherwise making them available to any retail investor in the EEA may be unlawful under the EU PRIIPs Regulation.

IMPORTANT  —  UK RETAIL INVESTORS  —  The notes are not intended to be offered, sold or otherwise made available to and should not be offered, sold or otherwise made available to any retail investor in the United Kingdom (the “UK”). For these purposes, a retail investor means a person who is one (or more) of: (i) a retail client as defined in point (8) of Article 2 of Regulation (EU) No 2017/565 as it forms part of UK domestic law by virtue of the EUWA and the regulations made under the EUWA; (ii) a customer within the meaning of the provisions of the FSMA and any rules or regulations made under the FSMA to implement Directive (EU) 2016/97, where that customer would not qualify as a professional client as defined in point (8) of Article 2(1) of Regulation (EU) No 600/2014 as it forms part of UK domestic law by virtue of the EUWA and the regulations made under the EUWA; or (iii) not a qualified investor as defined in Article 2 of the UK Prospectus Regulation. Consequently, no key information document required by Regulation (EU) No 1286/2014 as it forms part of UK domestic law by virtue of the EUWA and the regulations made under the EUWA (the “UK PRIIPs Regulation”) for offering or selling the notes or otherwise making them available to retail investors in the UK has been prepared and therefore offering or selling the notes or otherwise making them available to any retail investor in the UK may be unlawful under the UK PRIIPs Regulation.

Notification under Section 309B(1) of the Securities and Futures Act (Chapter 289) of Singapore (the “SFA”)  —  Unless otherwise stated in the applicable supplement in respect of any notes, all notes issued or to be issued using this prospectus supplement and the accompanying prospectus shall be prescribed capital markets products (as defined in the Securities and Futures (Capital Markets Products) Regulations 2018) and Excluded Investment Products (as defined in the Monetary Authority of Singapore (the “MAS”) Notice SFA 04-N12: Notice on the Sale of Investment Products and MAS Notice FAA-N16: Notice on Recommendations on Investment Products).

INVESTORS SHOULD NOTE THAT BANK OF AMERICA CORPORATION IS NOT LICENCED TO OPERATE AS A BANK IN ITALY.

 

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Capitalized or other terms used, but not defined, in this prospectus supplement have the respective meanings as are given to them in the accompanying prospectus. Capitalized or other defined terms used and defined in this prospectus supplement are sometimes defined after their first use without a reference such as “as defined in this prospectus supplement.”

Unless we indicate otherwise or unless the context requires otherwise, all references in this prospectus supplement to “Bank of America,” “we,” “us,” “our,” or similar references are to Bank of America Corporation excluding its consolidated subsidiaries. In this prospectus supplement, references to “floating-rate notes” mean both floating-rate notes and fixed/floating rate notes at any time such fixed/floating rate notes bear interest at a floating rate.

When we refer to “you” or “investors” in this prospectus supplement, we mean those who invest in the notes being offered by this prospectus supplement, whether they are the registered holders or only indirect owners of those notes. When we refer to “your notes” in this prospectus supplement, we mean the notes in which you will hold a direct or indirect interest.

References in this prospectus supplement to “$,” “dollars” and “U.S. dollars” are to the currency of the United States of America; references to “C$,” “Canadian dollars” and “CAD” are to the currency of Canada; references to “A$,” “Australian dollars” and “AUD” are to the currency of the Commonwealth of Australia; references to “£,” “pounds sterling” and “GBP” are to the currency of the United Kingdom; and references to “€,” “euro” and “EUR” are to the currency introduced at the start of the third stage of the European Economic and Monetary Union pursuant to Article 109g of the Treaty establishing the European Community, as amended from time to time.

 

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RISK FACTOR SUMMARY

Your investment in the notes will involve certain risks. Set forth below is a summary of the risks associated with an investment in the notes that are discussed in more detail in this prospectus supplement under “Risk Factors Relating to the Notes” below.

Risks Relating to the Floating-Rate Notes Generally

 

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Floating-rate notes bear additional risks.

 

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We or our affiliates may publish research reports that could affect the market value of the floating-rate notes.

 

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If the applicable base rate for certain floating-rate notes is not available on a particular day, or has been discontinued and a replacement rate cannot be determined in accordance with applicable determination provisions, such unavailability or discontinuance may result in the effective application of a fixed rate of interest for such floating-rate notes.

 

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Historical rates are not an indication of future rates.

Risks Relating to Notes Denominated in a Currency Other than the Investor’s Home Currency

 

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An investment in a note denominated or payable in a currency other than your home currency involves currency-related risks.

 

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Changes in currency exchange rates can be volatile and may adversely affect an investment in a note denominated or payable in a currency other than your home currency.

 

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We will not adjust notes denominated or payable in a currency other than your home currency to compensate for changes in foreign currency exchange rates.

 

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Government policy can adversely affect foreign currency exchange rates and an investment in a note denominated or payable in a currency other than your home currency.

 

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Notes denominated or payable in currencies other than U.S. dollars permit us to make payments in U.S. dollars if we are unable to obtain the specified currency.

 

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An investor may bear currency exchange risk in a lawsuit for payment on a note denominated or payable in a currency other than U.S. dollars.

 

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Information about currency exchange rates may not be indicative of future performance.

Risks Relating to the Secured Overnight Financing Rate and SOFR Notes Generally

 

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The composition and characteristics of SOFR are not the same as those of USD LIBOR, and SOFR is not expected to be a comparable substitute, successor or replacement for USD LIBOR.

 

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SOFR may be more volatile than other benchmark or market rates.

 

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Any failure of SOFR to maintain market acceptance could adversely affect the return on or value of the SOFR notes and result in a limited secondary trading market for the SOFR notes.

 

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SOFR may be modified or discontinued, which could adversely affect the return on, value of or market for affected SOFR notes.

Risks Relating to the Sterling Overnight Index Average and SONIA Notes Generally

 

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SONIA may be more volatile than other benchmark or market rates.

 

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SONIA may be modified or discontinued, which could adversely affect the return on, value of or market for affected SONIA notes.

 

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The market continues to develop in relation to SONIA as a base rate for floating-rate notes.

Risks Relating to Compounded SOFR Notes, Compounded SONIA Notes, Compounded CORRA Notes, Simple Average SOFR Notes and Simple Average SONIA Notes

 

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The interest rate on a series of compounded notes or simple average notes will be based on a compounded or simple average, respectively, of the applicable daily rate. Such compounded and simple average rates are relatively new in the marketplace.

 

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Interest payments due on a series of compounded notes or simple average notes will be determined only at the end of the relevant interest period.

 

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With respect to a series of compounded notes using the payment delay convention, or simple average notes that do not use a rate lookback, it will not be possible to calculate accrued interest with respect to any period until after the end of such period.

 

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With respect to a series of compounded notes using the rate cut-off convention or payment delay convention, or a series of simple average notes that employs a rate cut-off date, pursuant to the formula used to determine compounded SOFR, compounded SONIA, compounded CORRA, simple average SOFR or simple average SONIA, as applicable, for such notes for an applicable interest period, the applicable daily rate used in such calculation for any day from, and including, the rate cut-off date to, but excluding, the relevant interest payment date (or maturity or redemption date, if applicable) will be such daily rate in respect of the relevant rate cut-off date.

 

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Investors in a series of compounded notes using the payment delay convention will receive payments of interest on a delayed basis.

Risks Relating to USD Benchmark Transition Provisions

 

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The selection of a USD Benchmark Replacement could adversely affect the return on, value of or market for affected SOFR notes.

Risks Relating to Non-USD Benchmark Transition Provisions

 

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The selection of a Non-USD Benchmark Replacement could adversely affect the return on, value of or market for affected notes.

Risks Relating to the Euro Interbank Offered Rate and EURIBOR Notes Generally

 

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Regulation, reform and the actual or potential discontinuation of EURIBOR may adversely affect the return on, value of and market for affected EURIBOR notes.

Risks Relating to the Bank Bill Swap Reference Rate and BBSW Notes Generally

 

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Regulation, reform and the actual or potential discontinuation of BBSW may adversely affect the return on, value of and market for affected BBSW notes.

Risks Relating to the Canadian Dollar Bankers’ Acceptance Rate and CDOR Notes Generally

 

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Regulation, reform, and the potential or actual discontinuation of CDOR may adversely affect the return on, value of and market for affected CDOR notes.

 

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The Applicable Fallback Rate for CDOR notes may not be a suitable replacement for CDOR.

Risks Relating to the Canadian Overnight Repo Rate Average and Compounded CORRA Notes Generally

 

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The composition and characteristics of CORRA are not the same as those of CDOR, and CORRA is not expected to be a comparable substitute or replacement for CDOR.

 

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CORRA may be more volatile than other benchmark or market rates.

 

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Any failure of CORRA to maintain market acceptance could adversely affect the return on or value of the compounded CORRA notes and result in a limited secondary trading market for the compounded CORRA notes.

 

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CORRA may be modified or discontinued, which could adversely affect the return on, value of or market for affected compounded CORRA notes.

 

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The market continues to develop in relation to CORRA as a base rate for floating-rate notes.

Risks Relating to Fixed-Rate Reset Notes Generally

 

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The interest rate on a series of fixed-rate reset notes will reset periodically and the subsequent interest rate may be lower than the interest rate for prior interest periods.

 

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Historical rates are not an indication of future rates.

Risks Relating to Fixed-Rate Reset Notes with U.S. Treasury Rate as the Reset Reference Rate

 

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The value of and return on any fixed-rate reset notes for which the reset reference rate is the U.S. Treasury Rate may be adversely affected if the interest rate is determined using an alternative method or a replacement rate is used.

 

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We or our designee (after consulting with us) may make determinations with respect to the U.S. Treasury Rate that could affect the market value of your fixed-rate reset notes.

Risks Relating to Fixed-Rate Reset Notes with UK Government Bond (Gilt) Rate as the Reset Reference Rate

 

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The selection of a Gilt Benchmark Replacement could adversely affect the return on, value of or market for affected notes.

 

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RISK FACTORS RELATING TO THE NOTES

Your investment in the notes involves significant risks. Your decision to purchase the notes should be made only after carefully considering the risks of an investment in the notes, including those discussed below in this prospectus supplement relating to floating-rate notes, floating rates of interest, fixed-rate reset notes and fixed-rate reset rates of interest, and in the applicable supplement for the specific notes, with your advisors in light of your particular circumstances. The notes are not an appropriate investment for you if you are not knowledgeable about significant elements of the notes or financial matters in general. For information regarding risks and uncertainties that may materially affect our business and results, please refer to the information under the captions “Item 1A. Risk Factors” in our annual report on Form 10-K for the year ended December 31, 2020, which is incorporated by reference in the accompanying prospectus, as well as those risks and uncertainties discussed in our subsequent filings that are incorporated by reference in the accompanying prospectus. You also should review the risk factors that will be set forth in other documents that we will file after the date of this prospectus supplement.

This discussion of risks uses a number of capitalized and other defined terms that are defined elsewhere in this prospectus supplement. A listing of the pages on which certain of such terms are defined can be found under the Index of Certain Defined Terms at the end of this prospectus supplement.

Risks Relating to the Floating-Rate Notes Generally

The following discussion of risks relates to the floating-rate notes generally. You should carefully consider the following discussion of risks before investing in floating-rate notes.

Floating-rate notes bear additional risks.

For notes that bear interest at a floating-rate, there will be additional significant risks not associated with a conventional fixed-rate debt security. These risks include fluctuation of the interest rates and the possibility that investors will receive an amount of interest that is lower than expected. We have no control over a number of matters, including economic, financial, and political events, that are important in determining the existence, magnitude, and longevity of market volatility and other risks and their impact on the value of, or payments made on, floating-rate notes. Volatility of rates may adversely impact the return on or market value of such floating-rate notes.

We or our affiliates may publish research reports that could affect the market value of the floating-rate notes.

We or one or more of our affiliates, at present or in the future, may publish research reports with respect to movements in interest rates generally or any base rate that may be used for the floating-rate notes. This research may be modified from time to time without notice and may express opinions or provide recommendations that are inconsistent with purchasing or holding the notes. Any of these activities could affect the market value of the floating-rate notes.

If the applicable base rate for certain floating-rate notes is not available on a particular day, or has been discontinued and a replacement rate cannot be determined in accordance with applicable determination provisions, such unavailability or discontinuance may result in the effective application of a fixed rate of interest for such floating-rate notes.

In the event that any of BBSW, CDOR or EURIBOR becomes unavailable, but has not been eliminated or discontinued, and the applicable provisions for a replacement rate have not been

 

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triggered, for a particular interest period, under the relevant “fallback” arrangements included in the terms and provisions of the floating-rate notes using these base rates, the base rate for the last preceding interest period may be used as the base rate for such particular interest period, or, if such base rate was not used for the preceding interest period (in the case of the first interest period during floating-rate period of a fixed/floating rate note), the most recent such base rate that could have been determined in accordance with the applicable terms and provisions. If BBSW, CDOR or EURIBOR become eliminated or discontinued and the applicable provisions for a replacement rate have been triggered, but a replacement rate cannot be determined under such provisions, then the use of the final fallback provisions may result in the effective application of a fixed rate of interest for the applicable floating-rate notes. In addition, if any of the federal funds (effective) rate, prime rate or treasury (auction) rate are unavailable, then the use of the final fallback provisions will result in the effective application of a fixed rate of interest for the applicable floating-rate notes.

Historical rates are not an indication of future rates.

In the past, the base rates that may be used for the floating-rate notes have experienced significant fluctuations. You should note that historical levels, fluctuations and trends of the base rates are not necessarily indicative of future levels. Any historical upward or downward trend in the applicable base rate is not an indication that such base rate is more or less likely to increase or decrease at any time. Future levels of a base rate may bear little or no relation to the historical actual or historical indicative base rate data. Prior observed patterns, if any, in the behavior of market variables and their relation to the base rate, such as correlations, may change in the future. In addition, to the extent that any pre-publication historical data is published with respect to a base rate, production of such historical indicative data inherently involves assumptions, estimates and approximations. No future performance of any base rate may be inferred from any of the historical actual or historical indicative base rate data.

Risks Relating to Notes Denominated in a Currency Other than the Investor’s Home Currency

We may issue notes denominated in, or with respect to which principal, interest and/or other amounts payable are payable in, a currency other than the currency of the country in which you reside or the currency in which you conduct your business or activities (the “home currency”). If you intend to invest in notes denominated or payable in a currency other than your home currency, you should consult your own financial and legal advisors as to the currency risks related to your investment. Such notes are not an appropriate investment for you if you are not knowledgeable about the significant terms and conditions of such notes, foreign currency transactions or financial matters in general.

An investment in a note denominated or payable in a currency other than your home currency involves currency-related risks.

An investment in a note denominated or payable in a currency other than your home currency entails significant risks that are not associated with a similar investment in a note that is payable solely in your home currency. These risks include possible significant changes in rates of exchange between your home currency and the applicable specified currency of the notes, and the imposition or modification of foreign exchange controls or other conditions by applicable governmental entities. These risks generally depend on factors over which we have no control, such as economic and political events and the supply of and demand for the relevant currencies in the global markets.

 

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Changes in currency exchange rates can be volatile and may adversely affect an investment in a note denominated or payable in a currency other than your home currency.

In recent years, exchange rates between certain foreign currencies have been highly volatile. This volatility may continue and could spread to other currencies in the future. Fluctuations in currency exchange rates could affect adversely an investment in a note denominated or payable in a currency other than your home currency, and such changes in exchange rates may vary considerably during the life of that note. Depreciation of the applicable specified currency for a series of notes against your home currency could result in a decrease in your home currency equivalent value of payments on such notes, including the principal or other amounts payable at maturity or the redemption amount payable upon those notes. That in turn could cause the market value such notes to fall.

We will not adjust notes denominated or payable in a currency other than your home currency to compensate for changes in foreign currency exchange rates.

Except as described below or in the applicable supplement, we will not make any adjustment in or change to the terms of notes denominated or payable in currencies other than your home currency for changes in the foreign currency exchange rate for the relevant specified currency for a series of notes, including any devaluation, revaluation, or imposition of exchange or other regulatory controls or taxes, or for other developments affecting that currency or any other currency. Consequently, you will bear the risk that your investment may be affected adversely by these types of events.

Government policy can adversely affect foreign currency exchange rates and an investment in a note denominated or payable in a currency other than your home currency.

Foreign currency exchange rates either can float or be fixed by sovereign governments. Governments or governmental bodies, including the European Central Bank, may intervene from time to time in their economies to alter the exchange rate or exchange characteristics of their currencies. For example, a central bank may intervene to devalue or revalue a currency or to replace an existing currency. In addition, a government may impose regulatory controls or taxes to affect the exchange rate of its currency or may issue a new currency or replace an existing currency. As a result, the amounts payable on and rate of return of a note denominated or payable in a currency other than your home currency could be affected significantly and unpredictably by governmental actions. Even in the absence of governmental action directly affecting currency exchange rates, political or economic developments in the country or region issuing the specified currency for an applicable series of notes or elsewhere could result in significant and sudden changes in the exchange rate between your home currency and specified currency. Changes in exchange rates could affect the value of notes denominated or payable in a currency other than your home currency as participants in the global currency markets move to buy or sell the specified currency or your home currency in reaction to these developments.

If a governmental authority imposes exchange controls or other conditions, such as taxes on the exchange or transfer of the specified currency, there may be limited availability of the specified currency for payment on notes denominated or payable in a currency other than your home currency at their maturity or on any other payment date. In addition, the ability of a holder to move currency freely out of the country in which payment in the currency is received or to convert the currency at a freely determined market rate could be limited by governmental actions.

 

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Notes denominated or payable in currencies other than U.S. dollars permit us to make payments in U.S. dollars if we are unable to obtain the specified currency.

The terms of any series of notes denominated or payable in a currency other than U.S. dollars provide that we have the right to make a payment in U.S. dollars instead of the specified currency, if at or about the time when the payment on such notes comes due, the specified currency is subject to convertibility, transferability, market disruption, or other conditions affecting its availability because of circumstances beyond our control. These circumstances could include the imposition of exchange controls, our inability to obtain the specified currency because of a disruption in the currency markets for the specified currency, or unavailability because the specified currency is no longer used by the government of the relevant country or for settlement of transactions by public institutions of or within the international banking community. In addition, if the specified currency for a note has been replaced by a new currency, we will have the option to choose whether we make payments on such note in the replacement currency or in U.S. dollars. In either case, the exchange rate used to make payment in U.S. dollars or the replacement currency, if any, may be based on limited information and would involve significant discretion on the part of the exchange rate agent, which may be one of our affiliates, to be appointed by us. As a result, the value of the payment in our home currency may be less than the value of the payment you would have received in the specified currency if the specified currency had been available. The exchange rate agent generally will not have any liability for its determinations.

See “Description of Debt Securities—Payment of Principal, Interest, and Other Amounts Payable—Payments Due in Other Currencies—Unavailability of Currencies and Replacement Currencies” in the accompanying prospectus. Any payment in respect of the notes so made in U.S. dollars where the required payment is in an unavailable specified currency will not constitute an event of default under the relevant indenture or the notes. If your home currency is not U.S. dollars, any such payment will expose you to the significant risks described above in this section “—Risks Relating to Notes Denominated in a Currency Other Than an Investor’s Home Currency.”

An investor may bear currency exchange risk in a lawsuit for payment on a note denominated or payable in a currency other than U.S. dollars.

Any notes issued under the Senior Indenture or the Subordinated Indenture will be governed by New York law. Under Section 27 of the New York Judiciary Law, a state court in the State of New York rendering a judgment on notes denominated or payable in a currency other than U.S. dollars and governed by New York law would be required to render the judgment in such non-U.S. currency. In turn, the judgment would be converted into U.S. dollars at the exchange rate prevailing on the date of entry of the judgment. Consequently, in a lawsuit for payment on notes denominated or payable in a non-U.S. currency and governed by New York law, you would bear currency exchange risk until judgment is entered, which could be a long time.

In courts outside of New York, you may not be able to obtain judgment in a specified currency other than U.S. dollars. For example, a judgment for money in an action based on notes denominated or payable in a non-U.S. currency in many other U.S. federal or state courts ordinarily would be enforced in the United States only in U.S. dollars. The date and method used to determine the rate of conversion of the specified currency into U.S. dollars will depend on various factors, including which court renders the judgment.

Information about currency exchange rates may not be indicative of future performance.

If we issue a note denominated or payable in a currency other than your home currency, we may include in the applicable supplement information about historical exchange rates for the

 

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relevant currency or currencies. Any information about exchange rates that we may provide will be furnished as a matter of information only, and you should not regard the information as indicative of the range of, or trends in, fluctuations in currency exchange rates that may occur in the future.

Risks Relating to the Secured Overnight Financing Rate and SOFR Notes Generally

The following discussion of risks relates to the Secured Overnight Financing Rate (“SOFR”) and SOFR notes generally. In this discussion, references to “SOFR notes” mean a series of compounded SOFR notes or simple average SOFR notes. You should carefully consider the following discussion of risks before investing in SOFR notes.

The composition and characteristics of SOFR are not the same as those of USD LIBOR, and SOFR is not expected to be a comparable substitute, successor or replacement for USD LIBOR.

In June 2017, the Federal Reserve Bank of New York’s Alternative Reference Rates Committee (the “ARRC”) announced SOFR as its recommended alternative to the London Interbank Offered Rate for deposits in U.S. dollars (“USD LIBOR”). However, the composition and characteristics of SOFR are not the same as those of USD LIBOR. SOFR is a broad Treasury repo financing rate that represents overnight secured funding transactions and is not the economic equivalent of USD LIBOR. While SOFR is a secured rate, USD LIBOR is an unsecured rate. And, while SOFR is an overnight rate, USD LIBOR is a forward-looking rate that represents interbank funding for a specified term. As a result, there can be no assurance that SOFR will perform in the same way as USD LIBOR would have at any time, including, without limitation, as a result of changes in interest and yield rates in the market, bank credit risk, market volatility or global or regional economic, financial, political, regulatory, judicial or other events. For the same reasons, SOFR is not expected to be a comparable substitute, successor or replacement for USD LIBOR. See also “—Any failure of SOFR to maintain market acceptance could adversely affect the return on or value of the SOFR notes and result in a limited secondary trading market for the SOFR notes” below.

SOFR may be more volatile than other benchmark or market rates.

Since the initial publication of SOFR, daily changes in the rate have, on occasion, been more volatile than daily changes in other benchmark or market rates, such as USD LIBOR, during corresponding periods. In addition, although changes in compounded SOFR and simple average SOFR generally are not expected to be as volatile as changes in SOFR on a daily basis, the return on, value of and market for the SOFR notes may fluctuate more than floating-rate debt securities with interest rates based on less volatile rates.

Any failure of SOFR to maintain market acceptance could adversely affect the return on or value of the SOFR notes and result in a limited secondary trading market for the SOFR notes.

According to the ARRC, SOFR was developed for use in certain U.S. dollar derivatives and other financial contracts as an alternative to USD LIBOR in part because it is considered a good representation of general funding conditions in the overnight U.S. Treasury repurchase agreement market. However, as a rate based on transactions secured by U.S. Treasury securities, it does not measure bank-specific credit risk and, as a result, is less likely to correlate with the unsecured short-term funding costs of banks. This may mean that market participants would not consider SOFR a suitable substitute, replacement or successor for USD LIBOR, which may, in turn, lead to lessened market acceptance of SOFR.

 

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Further, other index providers are developing products that are perceived as competing with SOFR. It is possible that market participants will prefer one of these competing products and that such competing products may become more widely accepted in the marketplace than SOFR. To the extent market acceptance for SOFR as a benchmark for floating-rate notes declines, the return on and value of the SOFR notes and the price at which investors can sell the SOFR notes in the secondary market could be adversely affected. In addition, investors in the SOFR notes may not be able to sell the SOFR notes at all or may not be able to sell the SOFR notes at prices that will provide them with a yield comparable to similar investments that continue to have a developed secondary market, and may consequently suffer from increased pricing volatility and market risk.

As of the date of this prospectus supplement, there are multiple market conventions with respect to the implementation of SOFR as a base rate for floating-rate notes or other securities. The manner of calculation and related conventions with respect to the determination of interest rates based on SOFR in floating-rate notes markets may differ materially compared with the manner of calculation and related conventions with respect to the determination of interest rates based on SOFR in other markets, such as the derivatives and loan markets. Investors should carefully consider how any potential inconsistencies between the manner of calculation and related conventions with respect to the determination of interest or other payment rates based on SOFR across these markets may impact any hedging or other financial arrangements that they may put in place in connection with any acquisition, holding or disposition of the SOFR notes.

SOFR may be modified or discontinued, which could adversely affect the return on, value of or market for affected SOFR notes.

SOFR is a relatively new rate, and the Federal Reserve Bank of New York (the “FRBNY”) (or a successor), as administrator of SOFR, may make methodological or other changes that could change the value of SOFR, including changes related to the method by which SOFR is calculated, eligibility criteria applicable to the transactions used to calculate SOFR, or timing related to the publication of SOFR. In addition, SOFR is published by the FRBNY based on data received from sources other than us, and we have no control over the methods of calculation, publication schedule, rate revision practices or availability of SOFR or the SOFR Index. If the manner in which SOFR is calculated is changed, that change may result in a reduction of the amount of interest payable on the SOFR notes, which may adversely affect the trading prices of the SOFR notes. The administrator of SOFR may withdraw, modify, amend, suspend or discontinue the calculation or dissemination of SOFR in its sole discretion and without notice and has no obligation to consider the interests of investors in the SOFR notes in calculating, withdrawing, modifying, amending, suspending or discontinuing SOFR. For purposes of the formula used to calculate interest with respect to a series of SOFR notes, SOFR in respect of a particular date will not be adjusted for any modifications or amendments to SOFR data that the administrator of SOFR may publish after the interest rate on SOFR notes for that day has been determined in accordance with the terms and provisions set forth in this prospectus supplement and the applicable supplement.

There can be no guarantee that SOFR will not be modified or discontinued in a manner that is materially adverse to an investor in SOFR notes. If the manner in which SOFR is calculated is changed or if SOFR is discontinued, that change or discontinuance could reduce or otherwise negatively impact the amount of interest that accrues on a series of SOFR notes, which could adversely affect the return on, value of and market for such series of SOFR notes.

 

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Risks Relating to the Sterling Overnight Index Average and SONIA Notes Generally

The following discussion of risks specifically relates to the Sterling Overnight Index Average rate (“SONIA”) and SONIA notes generally. In this discussion, references to “SONIA notes” mean a series of compounded SONIA notes or simple average SONIA notes. You should carefully consider the following discussion of risks before investing in SONIA notes.

SONIA may be more volatile than other benchmark or market rates.

Since the initial publication of SONIA, daily changes in the rate have, on occasion, been more volatile than daily changes in other benchmark or market rates. In addition, although changes in compounded SONIA and simple average SONIA generally are not expected to be as volatile as changes in SONIA on a daily basis, the return on, value of and market for the SONIA notes may fluctuate more than floating-rate debt securities with interest rates based on less volatile rates.

SONIA may be modified or discontinued, which could adversely affect the return on, value of or market for affected SONIA notes.

SONIA is a relatively new rate, and the Bank of England (the “BoE”) (or a successor), as administrator of SONIA, may make methodological or other changes that could change the value of SONIA, including changes related to the method by which SONIA is calculated, eligibility criteria applicable to the transactions used to calculate SONIA, or timing related to the publication of SONIA (which may include withdrawing, suspending or discontinuing the calculation or dissemination of SONIA). In addition, the BoE may make any or all of these changes in its sole discretion and without notice, and it has no obligation to consider the interests of investors in any SONIA notes in calculating, withdrawing, modifying, amending, suspending or discontinuing SONIA. Because SONIA is published by the BoE based on data received from sources other than us, we have no control over the methods of calculation, publication schedule, rate revision practices or availability of SONIA or the SONIA Index at any time.

There can be no guarantee that SONIA will not be modified or discontinued in a manner that is materially adverse to an investor in SONIA notes. If the manner in which SONIA is calculated is changed or if SONIA is discontinued, that change or discontinuance could reduce or otherwise negatively impact the amount of interest that accrues on a series of SONIA notes, which could adversely affect the return on, value of and market for such series of SONIA notes.

The market continues to develop in relation to SONIA as a base rate for floating-rate notes.

The market continues to develop in relation to SONIA as a base rate as an alternative to the London Interbank Offered Rate for pounds sterling. In particular, market participants and relevant working groups still are exploring alternative reference rates based on the risk free rates, including for example term SONIA reference rates which seek to measure the market’s forward expectation of an average SONIA rate over a designated term. On August 3, 2020, the BoE began publishing the SONIA Compounded Index.

The market or a significant part thereof may adopt an application of SONIA that differs significantly from that set out and used in the terms and provisions relating to the SONIA notes. The use of the SONIA Compounded Index or the specific formula used to calculate compounded SONIA or simple average SONIA with respect to a series of notes may not be widely adopted by other market participants, if at all. If the market adopts a different calculation method, that would likely adversely affect the market price of the applicable series of SONIA notes.

In the future, we may also issue notes referencing compounded SONIA or simple average SONIA that differ materially in terms of interest determination when compared with any previous notes referencing compounded SONIA or simple average SONIA, as applicable. The development of

 

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compounded SONIA or simple average SONIA as interest base rates for the Eurobond markets, as well as continued development of the market infrastructure for adopting such rates, could result in reduced liquidity or increased volatility or could otherwise affect the market price of any SONIA notes.

As of the date of this prospectus supplement, there is no uniform market convention with respect to the implementation of SONIA as a base rate for floating-rate notes or other securities. The manner of adoption or application of SONIA in the Eurobond markets may differ materially compared with the application and adoption of SONIA in other markets, such as the derivative and loan markets. Investors should carefully consider how any mismatch between the adoption of SONIA in the bond, loan and derivatives markets may impact any hedging or other financial arrangement which they may put in place in connection with any acquisition, holding or disposal of SONIA notes.

Risks Relating to Compounded SOFR Notes, Compounded SONIA Notes, Compounded CORRA Notes, Simple Average SOFR Notes and Simple Average SONIA Notes

The following discussion of risks specifically relates to compounded SOFR notes, compounded SONIA notes, compounded CORRA notes, simple average SOFR notes and simple average SONIA notes (including, for the avoidance of doubt, compounded SOFR notes using the SOFR Index convention and compounded SONIA notes using the SONIA Compounded Index convention). In this discussion, references to “compounded notes” mean a series of compounded SOFR notes, compounded SONIA notes or compounded CORRA notes, as applicable, references to “simple average notes” mean a series of simple average SOFR notes or simple average SONIA notes, as applicable, references to “daily rate” mean SOFR, SONIA or CORRA, as applicable, and references to “compounded index” mean the SOFR Index or the SONIA Compounded Index, as applicable. You should carefully consider the following discussion of risks before investing in compounded notes.

The interest rate on a series of compounded notes or simple average notes will be based on a compounded or simple average, respectively, of the applicable daily rate. Such compounded and simple average rates are relatively new in the marketplace.

For each interest period, the interest rate on a series of compounded notes or simple average notes will be based on a compounded or simple average, respectively, of the applicable daily rate calculated as described under “Description of the Notes—Floating-Rate Notes”, in this prospectus supplement. For this and other reasons, the interest rate on a series of compounded notes or simple average notes during any interest period may not be the same as the interest rate on other instruments bearing interest at a rate based on SOFR, SONIA or CORRA, as applicable, that use an alternative method to determine the applicable interest rate. Further, if a daily rate in respect of a particular date during an interest period or observation period, if applicable, for a series of compounded notes or simple average notes is negative, the inclusion of such daily rate in the calculation of compounded notes or simple average notes for the applicable interest period will reduce the interest rate and the interest payable on such series of compounded notes or simple average notes, as applicable, for such interest period.

The method for calculating an interest rate based upon compounded SOFR, compounded SONIA, compounded CORRA, simple average SOFR or simple average SONIA (for example, payment delays, observation periods/lookbacks and/or lockout/suspension periods) in market precedents varies. This variation in the market could adversely affect the return on, value of and market for the compounded notes or simple average notes.

Interest payments due on a series of compounded notes or simple average notes will be determined only at the end of the relevant interest period.

Interest payments due on a series of compounded notes or simple average notes will be determined only at the end of the relevant interest period. Therefore, investors in any series of compounded notes or simple average notes will not know the amount of interest payable with respect to each interest period until shortly prior to the related interest payment date, and it may be difficult for investors in such

 

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compounded notes or simple average notes to estimate reliably the amounts of interest that will be payable on each such interest payment date at the beginning of or during the relevant interest period. In addition, some investors may be unwilling or unable to trade such compounded notes or simple average notes without changes to their information technology systems, which could adversely impact the liquidity and trading price of any series of compounded notes or simple average notes.

With respect to a series of compounded notes using the payment delay convention, or simple average notes that do not use a rate lookback, it will not be possible to calculate accrued interest with respect to any period until after the end of such period.

With respect to a series of compounded notes using the payment delay convention, or simple average notes that do not use a rate lookback, the applicable daily rate in respect of a given day is not published until the U.S. government securities business day, London banking day or Toronto banking day, as applicable, immediately following such day. As a result, it will not be possible to calculate accrued interest with respect to any period for such notes until after the end of such period, which may adversely affect your ability to trade such notes in the secondary market.

With respect to a series of compounded notes using the rate cut-off convention or payment delay convention, or a series of simple average notes that employs a rate cut-off date, pursuant to the formula used to determine compounded SOFR, compounded SONIA, compounded CORRA, simple average SOFR or simple average SONIA, as applicable, for such notes for an applicable interest period, the applicable daily rate used in such calculation for any day from, and including, the rate cut-off date to, but excluding, the relevant interest payment date (or maturity or redemption date, if applicable) will be such daily rate in respect of the relevant rate cut-off date.

The formula used to determine the base rate for compounded notes using the payment delay convention employs a rate cut-off date for the final interest period with respect to any series of notes. In addition, the formulae used to determine the base rate for (i) any series of compounded notes for which the applicable supplement specifies that the rate cut-off convention applies and (ii) any series of simple average notes for which the applicable supplement specifies that a rate cut-off date applies, may employ a rate cut-off date for each interest period with respect to such series.

For the final interest period with respect to a series of compounded notes using the payment delay convention, the applicable daily rate used in the calculation of compounded SOFR, compounded SONIA or compounded CORRA, as applicable, for any day from, and including, the rate cut-off date to, but excluding, the maturity date or the redemption date, if applicable, will be the applicable daily rate in respect of the rate cut-off date. The rate cut-off date will be (1) for compounded SOFR, two U.S. government securities business days (or such other number of U.S. government securities business days as we may specify in the applicable supplement), (2) for compounded SONIA, five London banking days (or such other number of London banking days as we may specify in the applicable supplement) or (3) for compounded CORRA, two Toronto banking days (or such other number of Toronto banking days as we may specify in the applicable supplement), prior to the applicable maturity date (or redemption date, if applicable).

For each interest period with respect to (i) any series of compounded SOFR notes using the rate cut-off convention and (ii) any series of simple average notes using a rate cut-off date, the applicable daily rate used in the calculation of compounded SOFR, simple average SOFR or simple average SONIA, as applicable, for any day from, and including, the rate cut-off date to, but excluding, the relevant interest payment date or the maturity or redemption date, if applicable, will be the applicable daily rate in respect of the rate cut-off date. The rate cut-off date will be (1) for compounded SOFR, five U.S. government securities business days (or such other number of U.S. government securities business days as we may specify in the applicable supplement), (2) for simple average SOFR, two U.S. government securities business days (or such other number of U.S. government securities business days as we may specify in the applicable supplement) or (3) for

 

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simple average SONIA, five London banking days (or such other number of London banking days as we may specify in the applicable supplement), prior to each interest payment date or the maturity date (or redemption date, if applicable).

As a result of the foregoing, a holder of a series of compounded notes using the payment delay convention, or simple average notes, using a rate cut-off date will not receive the benefit of any increase in the level of SOFR, SONIA or CORRA, as applicable, on any date subsequent to the applicable rate cut-off date in connection with the determination of the interest payable with respect to (i) the final interest period for an applicable series of compounded notes using the payment delay convention or (ii) each interest period for a series of simple average notes using a rate cut-off date, which could reduce the amount of interest that may be payable on the applicable series of notes.

Investors in a series of compounded notes using the payment delay convention will receive payments of interest on a delayed basis.

The interest payment dates for any series of compounded notes using the payment delay convention with respect to interest rate determination and interest payments will be two business days (or such other number of business days as we may specify in the applicable supplement) after the interest period demarcation date at the end of each interest period for such series. This convention differs from the interest payment convention that has been used historically for floating-rate notes with interest rates based on other benchmark or market rates, where interest typically has been paid on a fixed day that immediately follows the final day of the applicable interest period. As a result, investors in a series of compounded notes using the payment delay convention will receive payments of interest on a delayed basis as compared to traditional floating-rate notes without payment delay in which they previously may have invested.

Risks Relating to USD Benchmark Transition Provisions

The following discussion of risks specifically relates to USD benchmark transition provisions. You should carefully consider the following discussion of risks relating to USD benchmark transition provisions before investing in any SOFR notes. In this discussion, references to “SOFR notes” mean a series of compounded SOFR notes or simple average SOFR notes.

The selection of a USD Benchmark Replacement could adversely affect the return on, value of or market for affected SOFR notes.

If we or our designee, after consulting with us, determines that a USD Benchmark Transition Event and related USD Benchmark Replacement Date have occurred with respect to a series of SOFR notes, the applicable USD Benchmark Replacement will replace the then-current USD Benchmark (which will be a rate based on SOFR at the original issue date of the relevant SOFR notes) for all purposes relating to such SOFR notes. If a particular USD Benchmark Replacement or USD Benchmark Replacement Adjustment cannot be determined, then the next-available USD Benchmark Replacement or USD Benchmark Replacement Adjustment will apply. These replacement rates and adjustments may be selected or formulated by (i) the USD Relevant Governmental Body (such as the ARRC), (ii) the International Swaps and Derivatives Association, Inc. (“ISDA”) or any successor thereto or (iii) in certain circumstances, us or our designee (which may be our affiliate), after consulting with us.

In addition, the terms of the SOFR notes expressly authorize us or our designee (which may be our affiliate), after consulting with us, in connection with a USD Benchmark Replacement to make USD Benchmark Replacement Conforming Changes with respect to, among other things, the determination of interest periods and the timing and frequency of determining rates and making payments of interest and other administrative matters. The application of a USD Benchmark

 

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Replacement and USD Benchmark Replacement Adjustment, and any implementation of USD Benchmark Replacement Conforming Changes, could result in adverse consequences to the interest rate or amount of interest payable on the SOFR notes, which could adversely affect the return on, value of and market for such SOFR notes and the price at which investors may be able to sell such SOFR notes.

Moreover, certain determinations, decisions and elections with respect to the USD Benchmark Replacement and any USD Benchmark Replacement Conforming Changes, or the occurrence or non-occurrence of a USD Benchmark Transition Event, may require the exercise of discretion and the making of subjective judgments by us or our designee (after consulting with us). Any determination, decision or election made by us or our designee pursuant to the USD benchmark transition provisions set forth in this prospectus supplement will, if made by us, be made in our sole discretion and, if made by our designee, be made after consultation with us and, in each case, will become effective without consent from the investors in the affected SOFR notes or any other party. We may designate an entity to make any determination, decision or election that we have the right to make in connection with the USD benchmark transition provisions set forth in this prospectus supplement. Any designee that we may appoint in connection with these determinations, decisions or elections may be our affiliate. When performing such functions, potential conflicts of interest may exist between us, our designee and investors in the SOFR notes and making such potentially subjective determinations may adversely affect the return on, value of and market for the SOFR notes. All determinations by us or our designee in our or its discretion will be conclusive for all purposes and binding on us and investors in the applicable SOFR notes absent manifest error.

Further, (i) the composition and characteristics of any USD Benchmark Replacement for a series of SOFR notes will not be the same as those of the applicable SOFR rate for a series of SOFR notes, the USD Benchmark Replacement will not be the economic equivalent of SOFR there can be no assurance that the USD Benchmark Replacement will perform in the same way as SOFR would have at any time and there is no guarantee that the USD Benchmark Replacement will be a comparable substitute for SOFR (each of which means that a USD Benchmark Transition Event could adversely affect the return on, value of and market for the applicable series of SOFR notes), (ii) any failure of the USD Benchmark Replacement to gain market acceptance could adversely affect the relevant series of SOFR notes, (iii) the USD Benchmark Replacement may have a very limited history and the future performance of the USD Benchmark Replacement may not be able to be predicted based on historical performance, (iv) the secondary trading market for debt securities linked to the USD Benchmark Replacement may be limited and (v) the administrator of the USD Benchmark Replacement may make changes that could change the value of the USD Benchmark Replacement or discontinue the USD Benchmark Replacement and would not have any obligation to consider the interests of investors in the relevant series of SOFR notes in doing so. For more information, see the USD benchmark transition provisions set forth under “Description of the Notes—Floating-Rate Notes—Effect of a USD Benchmark Transition Event and Related USD Benchmark Replacement Date with Respect to SOFR” below.

 

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Risks Relating to Non-USD Benchmark Transition Provisions

The following discussion of risks specifically relates to the Non-USD benchmark transition provisions. You should carefully consider the following discussion of risks before investing in EURIBOR notes (as defined below) or SONIA notes. In this discussion, references to “notes” mean a series of EURIBOR notes, compounded SONIA notes or simple average SONIA notes.

The selection of a Non-USD Benchmark Replacement could adversely affect the return on, value of or market for affected notes.

If we or our designee, after consulting with us, determines that a Non-USD Benchmark Transition Event and related Non-USD Benchmark Replacement Date have occurred with respect to a series of notes, the applicable Non-USD Benchmark Replacement will replace the then-current Non-USD Benchmark for all purposes relating to such notes. If a particular Non-USD Benchmark Replacement or Non-USD Benchmark Replacement Adjustment cannot be determined, then the next-available Non-USD Benchmark Replacement or Non-USD Benchmark Replacement Adjustment will apply. These replacement rates and adjustments may be selected or formulated by the Non-USD Relevant Governmental Body or, in certain circumstances, us or our designee, after consulting with us.

In addition, the terms of the notes expressly authorize us or our designee, after consulting with us, in connection with implementation of a Non-USD Benchmark Replacement to make Non-USD Benchmark Replacement Conforming Changes with respect to, among other things, the determination of interest periods and the timing and frequency of determining rates and making payments of interest and other administrative matters. The application of a Non-USD Benchmark Replacement and Non-USD Benchmark Replacement Adjustment, and any implementation of Non-USD Benchmark Replacement Conforming Changes, could result in adverse consequences to the interest rate or the amount of interest payable on the notes, which could adversely affect the return on, value of and market for such notes and the price at which investors may be able to sell such notes.

Moreover, certain determinations, decisions and elections with respect to the Non-USD Benchmark Replacement and any Non-USD Benchmark Replacement Conforming Changes, or the occurrence or non-occurrence of a Non-USD Benchmark Transition Event, may require the exercise of discretion and the making of subjective judgments by us or our designee (after consulting with us). Any determination, decision or election made by us or our designee pursuant to the Non-USD benchmark transition provisions set forth in this prospectus supplement will, if made by us, be made in our sole discretion and, if made by our designee, be made after consultation with us and, in each case, will become effective without consent from the investors in the affected notes or any other party. We may designate an entity to make any determination, decision or election that we have the right to make in connection with the Non-USD benchmark transition provisions set forth in this prospectus supplement. Any designee that we may appoint in connection with these determinations, decisions or elections may be our affiliate. When performing such functions, potential conflicts of interest may exist between us, our designee and investors in the notes and making such potentially subjective determinations may adversely affect the return on, value of and market for the notes. All determinations by us or our designee in our or its discretion will be conclusive for all purposes and binding on us and investors in the applicable notes absent manifest error.

Further, (i) the composition and characteristics of any Non-USD Benchmark Replacement in respect of a series of notes will not be the same as those of EURIBOR or SONIA, as applicable, the Non-USD Benchmark Replacement will not be the economic equivalent of EURIBOR or SONIA, as applicable, there can be no assurance that the Non-USD Benchmark Replacement will perform in the same way as EURIBOR or SONIA, as applicable, would have at any time and there is no guarantee that the Non-USD Benchmark Replacement will be a comparable substitute for EURIBOR or SONIA, as applicable (each of which means that a Non-USD Benchmark Transition Event could adversely affect the return on, value of and market for the applicable series of notes), (ii) any failure of the Non-USD Benchmark Replacement to gain market acceptance could adversely affect the relevant

 

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series of notes, (iii) the Non-USD Benchmark Replacement may have a very limited history and the future performance of the Non-USD Benchmark Replacement may not be able to be predicted based on historical performance, (iv) the secondary trading market for debt securities linked to the Non-USD Benchmark Replacement may be limited and (v) the administrator of the Non-USD Benchmark Replacement may make changes that could change the value of the Non-USD Benchmark Replacement or discontinue the Non-USD Benchmark Replacement and would not have any obligation to consider the interests of investors in the relevant series of notes in doing so. For more information, see the Non-USD benchmark transition provisions set forth under “Description of the Notes—Floating-Rate Notes—Effect of a Non-USD Benchmark Transition Event and Related Non-USD Benchmark Replacement Date with Respect to EURIBOR or SONIA” below.

Risks Relating to the Euro Interbank Offered Rate and EURIBOR Notes Generally

The following discussion of risks specifically relates to the Euro Interbank Offered Rate (“EURIBOR”) and EURIBOR notes generally. You should carefully consider the following discussion of risks before investing in EURIBOR notes.

Regulation, reform and the actual or potential discontinuation of EURIBOR may adversely affect the return on, value of and market for affected EURIBOR notes.

Previously certain interest rates which are deemed to be “benchmark” rates have been the subject of national, international and other regulatory guidance, reform and other actions. This has resulted in regulatory reform and changes to existing benchmarks. Such reform of benchmarks includes the Regulation (EU) 2016/1011 (as amended, the “EU Benchmarks Regulation”) of the European Parliament and of the Council of 8 June 2016 on indices used as benchmarks in financial instruments and financial contracts or to measure the performance of investment funds and amending Directives 2008/48/EC and 2014/17/EU and Regulation (EU) No 596/2014, and the EU Benchmarks Regulation as it forms part of UK domestic law by virtue of the UK European Union (Withdrawal) Act 2018 (the “UK Benchmarks Regulation” and, together with the EU Benchmarks Regulation, the “Benchmarks Regulations”), which apply to the provision of benchmarks, the contribution of input data to a benchmark and the use of a benchmark within the European Union (the “EU”) and the United Kingdom (the “UK”), respectively.

Among other things, the Benchmarks Regulations (i) require benchmark administrators to be authorized or registered (or, if non-EU-based or non-UK based, to be subject to an equivalent regime or otherwise recognized or endorsed) and (ii) prevent certain uses by EU and UK supervised entities, as applicable, of benchmarks of administrators that are not authorized or registered (or if non EU-based or UK-based, as applicable, not deemed equivalent or recognized or endorsed).

The Benchmarks Regulations could have a material impact on EURIBOR notes, in particular, if the methodology or other terms of EURIBOR are changed in order to comply with the requirements of the Benchmarks Regulations. Such changes could, among other things, have the effect of reducing, increasing or otherwise affecting the volatility of the published rate or level of EURIBOR.

On September 21, 2017, the European Central Bank announced that it would be part of a new working group tasked with the identification and adoption of a “risk free overnight rate” to serve as a basis for an alternative to benchmarks used in a variety of financial instruments and contracts used in the euro area. On September 13, 2018, the working group on euro risk-free rates recommended the new euro short-term rate (“€STR”) as the new risk free rate for the euro area. €STR was published for the first time on October 2, 2019. In addition, in response to regulatory scrutiny and applicable legal requirements, the European Money Markets Institute (the “EMMI”), as administrator of EURIBOR, conducted a series of consultations on a proposed reformed hybrid methodology for EURIBOR. In July 2019, EMMI published its EURIBOR Benchmark Statement setting forth its reformed hybrid methodology and received regulatory authorization for the continued administration of EURIBOR. Although EURIBOR has been reformed in order to comply with the terms of the EU Benchmarks Regulation, its future remains uncertain. It is not known

 

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how long EURIBOR will continue in its current form. Any of these developments could have a material adverse effect on the value and the return on EURIBOR notes.

The euro risk-free rate working group for the euro area has published a set of guiding principles and high level recommendations for the fallback provisions in, among other things, new euro denominated cash products (including floating-rate notes) referencing EURIBOR. The guiding principles indicate, among other things, that continuing to reference EURIBOR in relevant contracts (without robust fallback provisions) may increase the risk to the euro area financial system. On May 11, 2021, the euro risk-free rate working group published its recommendations on EURIBOR fallback trigger events and €STR-based fallback rates. €STR has a different methodology and other important differences from EURIBOR and has little historical track record and may be subject to changes in its methodology.

In the future, EURIBOR could be subject to further regulatory scrutiny, reform efforts and/or other actions. Any such regulatory scrutiny, reform efforts and/or other actions could increase the costs and risks of administering or otherwise participating in the setting of EURIBOR and complying with applicable regulations or requirements. Such factors may have the effect of discouraging market participants from continuing to administer or contribute to EURIBOR, trigger changes in the rules or methodologies used in EURIBOR or lead to the elimination, discontinuance or obsolescence of EURIBOR. Following the implementation of reforms, the manner of administration of EURIBOR may change, with the result that EURIBOR may perform differently than in the past, or could be eliminated or discontinued entirely, or there could be other consequences that cannot be predicted. Even prior to the implementation of any changes, uncertainty as to the nature of potential alternative reference rates and as to the nature and effect of potential changes to EURIBOR may adversely affect EURIBOR during the term of a series of EURIBOR notes, as well as the value of, the return on and/or trading market for such series. Any of the foregoing consequences could have a material adverse effect on the interest rate on, value of, return on and trading market for any EURIBOR notes.

With respect to any series of EURIBOR notes, if we or our designee, after consulting with us, determines that a Non-USD Benchmark Transition Event and related Non-USD Benchmark Replacement Date have occurred with respect to EURIBOR, the applicable Non-USD Benchmark Replacement will replace EURIBOR for all purposes relating to such notes. See “Risks Relating to Non-USD Benchmark Transition Provisions” above. This may, among other things, result in the application of backward-looking €STR compounded in arrears, whereas EURIBOR is expressed on the basis of a forward-looking term and includes a risk element based on interbank lending.

Furthermore, if EURIBOR is discontinued or ceases to be published, there can be no assurances that we and other market participants will be adequately prepared for such discontinuance or cessation, which may have an unpredictable impact on contractual mechanics (including, but not limited to, the interest rate with respect to particular series of EURIBOR notes), among other adverse consequences.

Risks Relating to the Bank Bill Swap Reference Rate and BBSW Notes Generally

The following discussion of risks specifically relates to the Bank Bill Swap Reference Rate (“BBSW”) and BBSW notes generally. You should carefully consider the following discussion of risks before investing in BBSW notes.

Regulation, reform and the actual or potential discontinuation of BBSW may adversely affect the return on, value of and market for affected BBSW notes.

Interest rate benchmarks, including BBSW, have been and continue to be the subject of regulatory guidance and proposals for reform in Australia and internationally. These reforms may cause such benchmarks to perform differently than in the past, to disappear entirely, or have other consequences which cannot be predicted. Any such consequence as it relates to BBSW could have a

 

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material adverse effect on BBSW notes. In Australia, examples of reforms that are already effective include the replacement of the Australian Financial Markets Association as BBSW administrator with the Australian Securities Exchange, changes to the methodology for calculation of BBSW, and amendments to the Corporations Act 2001 (Cth) made by the Treasury Laws Amendment (2017 Measures No. 5) Act 2018 (Cth) which, among other things, enable the Australian Securities and Investment Commission (“ASIC”) to make rules relating to the generation and administration of financial benchmarks. On June 6, 2018, ASIC designated BBSW as a “significant financial benchmark” and made the ASIC Financial Benchmark (Administration) Rules 2018 and the ASIC Financial Benchmarks (Compelled) Rules 2018.

Although many of the Australian reforms were designed to support the reliability and robustness of BBSW, it is not possible to predict with certainty whether, and to what extent, BBSW will continue to be supported or the extent to which related regulations, rules, practices or methodologies may be amended going forward. This may cause BBSW to perform differently than it has in the past, and may have other consequences which cannot be predicted. For example, it is possible that these changes could cause BBSW to cease to exist, to become commercially or practically unworkable, or to become more or less volatile or liquid. Any such changes could have a material adverse effect on the BBSW notes.

In March 2021, the Reserve Bank of Australia (“RBA”) expressed a view that calculations of BBSW using tenors of three months or six months are robust. The RBA, with the support of the Australian Prudential Regulation Authority and ASIC, has also recently recommended Australian institutions to adhere to the 2020 IBOR Fallbacks Protocol and associated Supplement to the 2006 ISDA Definitions which were launched by ISDA on October 23, 2020, where suitable for the relevant security. However, reference to a specific risk free rate as a fallback for BBSW has not yet been settled at an industry level in Australia or adopted. There is therefore risk of inconsistency in the application of potential risk free fallback rates across different products. However the RBA is actively promoting, as of the date of this prospectus supplement, a coordinated industry-agreed position on the relevant fallback rate for BBSW.

For the purposes of determining payments of interest on the BBSW notes, investors should be aware that the relevant terms and provisions provide for a fallback arrangement in the event that BBSW cannot be determined for an interest period. Any such fallback rates may also, at the relevant time, be difficult to calculate, be more volatile than originally anticipated or not reflect the funding cost or return anticipated by investors.

Investors should consult their own independent advisers and make their own assessment about the potential risks imposed by BBSW reforms and the potential for BBSW to be discontinued in making any investment decision with respect to any BBSW notes.

Risks Relating to the Canadian Dollar Bankers’ Acceptance Rate and CDOR Notes Generally

The following discussion of risks specifically relates to the Canadian dollar Bankers’ Acceptance Rate (“CDOR”) and CDOR notes generally. You should carefully consider the following discussion of risks before investing in CDOR notes.

Regulation, reform, and the potential or actual discontinuation of CDOR may adversely affect the return on, value of and market for affected CDOR notes.

CDOR and certain other rates or indices which are deemed to be “benchmarks” are the subject of ongoing regulatory guidance and proposals for reform in Canada and internationally. Some of these reforms are already effective, while others are still to be implemented. These reforms may cause such “benchmarks” to perform differently than in the past or to be discontinued entirely and may have other consequences that cannot be predicted. At this time, it is not possible to predict the

 

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effect of any such changes, any establishment of alternative reference rates or any other reforms to CDOR that may be implemented. In particular, on July 15, 2021, the Canadian Securities Administrators introduced Multilateral Instrument 25-102—Designated Benchmarks and Benchmark Administrators (“MI 25-102”). Among other things, MI 25-102 implements a regime for the designation and regulation of benchmarks and persons and companies that administer such benchmarks and the regulation of certain users of designated benchmarks who are already regulated in some capacity under Canadian securities legislation. MI 25-102 will regulate CDOR and its administrator, Refinitiv Benchmark Services (UK) Limited. These regulations could have a material impact on CDOR, in particular, if the methodology or other terms of CDOR are changed in order to comply with the requirements of MI 25-102. Such changes could have the effect of reducing, increasing or otherwise affecting the volatility of CDOR and could result in other consequences that cannot be predicted.

If we or our designee (after consulting with us) determines that an Index Cessation Event has occurred with respect to CDOR, we or our designee will determine an Applicable Fallback Rate and related adjustments to such rate and other terms and provisions of the applicable series of CDOR notes in accordance with the terms and provisions set forth under “Description of the Notes—Floating-Rate Notes—Floating-Rate Notes without Payment Delay—Determination of Base Rates—CDOR Notes,” which shall be binding on us, the trustee, the investors in an applicable series of CDOR notes and the beneficial owners of interests in the notes. In so acting, we or our designee would assume no obligations or relationship of agency or trust, including, but not limited to, any fiduciary duties or obligations, for or with any of the investors in the notes. Any of the factors noted above could adversely affect the rate of interest on the notes, which could adversely affect the return on, value of and market for the CDOR notes.

The Applicable Fallback Rate for CDOR notes may not be a suitable replacement for CDOR.

The terms of the CDOR notes provide for a waterfall of alternative rates to be used to determine the rate of interest on the CDOR notes if an Index Cessation Event and a related Index Cessation Effective Date occur with respect to the applicable CDOR rate. The first alternative rate in the waterfall is Fallback Rate (CORRA), which is a term-adjusted rate calculated by reference to the Canadian Overnight Repo Rate Average (“CORRA”), compounded-in-arrears and adjusted by a spread relating to CDOR. Fallback Rate (CORRA) is to be provided by Bloomberg Index Services Limited or a successor. Fallback Rate (CORRA) may not be a suitable replacement or successor for the applicable CDOR rate. If Fallback Rate (CORRA) is not available at the time of an Index Cessation Event and related Index Cessation Effective Date, the second alternative rate in the waterfall is term-adjusted CORRA compounded-in-arrears, plus a spread relating to CDOR, calculated by the calculation agent for the notes. Uncertainty with respect to market conventions related to the calculation of these CORRA-based rates and whether either alternative reference rate is a suitable replacement or successor for the applicable CDOR rate may adversely affect the return on, value of and market for the CDOR notes.

The additional alternative rates for the CDOR notes are also uncertain. In particular, the CAD Recommended Rate, which is the rate set by a committee officially endorsed or convened by the Bank of Canada at the time of a Fallback Index Cessation Event and related Fallback Index Cessation Effective Date, has not been established as of the date hereof.

There is no assurance that the characteristics of any of the alternative rates for CDOR will be similar to those of the applicable CDOR rate, or that any such alternative rate will produce the economic equivalent of the applicable CDOR rate as a reference rate for interest on the notes during the floating-rate period. Although the CDOR fallback provisions provide for term and spread adjustments to CORRA based and other rates in order to attempt to make the resulting rate

 

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comparable to the applicable CDOR rate, such adjustments will not necessarily make the alternative rate equivalent to the applicable CDOR rate.

Risks Relating to the Canadian Overnight Repo Rate Average and Compounded CORRA Notes Generally

The following discussion of risks relates to the Canadian Overnight Repo Rate Average (“CORRA”) and compounded CORRA notes generally. You should carefully consider the following discussion of risks before investing in compounded CORRA notes.

The composition and characteristics of CORRA are not the same as those of CDOR, and CORRA is not expected to be a comparable substitute or replacement for CDOR.

In October 2020, the mandate of the Canadian Alternative Reference Rate working group (“CARR”) of the Bank of Canada was expanded to contemplate a primary objective of supporting the adoption of, and transition to, CORRA as a key financial benchmark for Canadian derivatives and securities, and to analyze the current status of the Canadian Dollar Offered Rate (“CDOR”). The composition and characteristics of CORRA are not the same as those of CDOR. CORRA measures the cost of overnight general collateral funding in Canadian dollars using Government of Canada treasury bills and bonds as collateral for repurchase transactions. CORRA is not the economic equivalent of CDOR. While CORRA is a secured rate, CDOR is an unsecured rate. And, while CORRA currently is an overnight rate only, CDOR is a committed bank lending rate or “executable rate” at which contributing banks are obligated to lend funds to corporate borrowers with existing committed credit facilities referencing CDOR, and which is calculated using submitted rates from a panel of contributor banks. As a result, there can be no assurance that CORRA will perform in the same way as CDOR would have at any time, including, without limitation, as a result of changes in interest and yield rates in the market, bank credit risk, market volatility or global or regional economic, financial, political, regulatory, judicial or other events. For the same reasons, CORRA is not expected to be a comparable substitute or replacement for CDOR. See also “—Any failure of CORRA to maintain market acceptance could adversely affect the return on or value of the compounded CORRA notes and result in a limited secondary trading market for the compounded CORRA notes” below.

CORRA may be more volatile than other benchmark or market rates.

Daily changes in CORRA have, on occasion, been more volatile than daily changes in other benchmark or market rates, such as CDOR, during corresponding periods. In addition, although changes in compounded CORRA generally are not expected to be as volatile as changes in CORRA on a daily basis, the return on, value of and market for the compounded CORRA notes may fluctuate more than floating-rate debt securities with interest rates based on less volatile rates.

Any failure of CORRA to maintain market acceptance could adversely affect the return on or value of the compounded CORRA notes and result in a limited secondary trading market for the compounded CORRA notes.

As a rate based on transactions secured by Government of Canada treasury bills and bonds, CORRA does not measure unsecured corporate credit risk and, as a result, is less likely to correlate with the unsecured short-term funding costs of corporations. This may mean that market participants would not consider CORRA a suitable substitute or successor for CDOR, which may, in turn, lead to lessened market acceptance of CORRA.

To the extent market acceptance for CORRA as a benchmark for floating-rate notes declines, the return on and value of the compounded CORRA notes and the price at which investors can sell

 

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the compounded CORRA notes in the secondary market could be adversely affected. In addition, investors in the compounded CORRA notes may not be able to sell the compounded CORRA notes at all or may not be able to sell the compounded CORRA notes at prices that will provide them with a yield comparable to similar investments that continue to have a developed secondary market, and may consequently suffer from increased pricing volatility and market risk.

Multiple market conventions with respect to the implementation of CORRA as a base rate for floating-rate notes or other securities may develop. The manner of calculation and related conventions with respect to the determination of interest rates based on CORRA in floating-rate notes markets may differ materially compared with the manner of calculation and related conventions with respect to the determination of interest rates based on CORRA in other markets, such as the derivatives and loan markets. Investors should carefully consider how any potential inconsistencies between the manner of calculation and related conventions with respect to the determination of interest or other payment rates based on CORRA across these markets may impact any hedging or other financial arrangements that they may put in place in connection with any acquisition, holding or disposition of the compounded CORRA notes.

CORRA may be modified or discontinued, which could adversely affect the return on, value of or market for affected compounded CORRA notes.

The Bank of Canada has been the administrator of CORRA for a relatively short time, since June 2020. The Bank of Canada may make methodological or other changes that could change the value of CORRA, including changes related to the method by which CORRA is calculated, eligibility criteria applicable to the transactions used to calculate CORRA, or timing related to the publication of CORRA. In addition, CORRA is published by the Bank of Canada based on data received from sources other than us, and we have no control over the methods of calculation, publication schedule, rate revision practices or availability of CORRA. If the manner in which CORRA is calculated is changed, that change may result in a reduction of the amount of interest payable on the compounded CORRA notes, which may adversely affect the trading prices of the compounded CORRA notes. The administrator of CORRA may withdraw, modify, amend, suspend or discontinue the calculation or dissemination of CORRA in its sole discretion and without notice and has no obligation to consider the interests of investors in the compounded CORRA notes in calculating, withdrawing, modifying, amending, suspending or discontinuing CORRA. For purposes of the formula used to calculate interest with respect to a series of compounded CORRA notes, CORRA in respect of a particular date will not be adjusted for any modifications or amendments to CORRA data that the administrator of CORRA may publish after the interest rate on compounded CORRA notes for that day has been determined in accordance with the terms and provisions set forth in this prospectus supplement and the applicable supplement.

There can be no guarantee that CORRA will not be modified or discontinued in a manner that is materially adverse to an investor in compounded CORRA notes. If the manner in which CORRA is calculated is changed or if CORRA is discontinued, that change or discontinuance could reduce or otherwise negatively impact the amount of interest that accrues on a series of compounded CORRA notes, which could adversely affect the return on, value of and market for such series of compounded CORRA notes.

The market continues to develop in relation to CORRA as a base rate for floating-rate notes.

The market continues to develop in relation to CORRA as a base rate for floating-rate notes. In particular, market participants and relevant working groups still are exploring alternative reference rates based on the risk free rates.

 

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The market or a significant part thereof may adopt an application of CORRA that differs significantly from that set out and used in the terms and provisions relating to the compounded CORRA notes. The use of the specific formula used to calculate compounded CORRA with respect to a series of notes may not be widely adopted by other market participants, if at all. If the market adopts a different calculation method, that would likely adversely affect the market price of the applicable series of compounded CORRA notes.

In the future, we may also issue notes referencing compounded CORRA that differ materially in terms of interest determination when compared with any previous notes referencing compounded CORRA. The development of compounded CORRA as interest base rates for the Canadian bond markets, as well as continued development of the market infrastructure for adopting such rates, could result in reduced liquidity or increased volatility or could otherwise affect the market price of any compounded CORRA notes.

There currently is no uniform market convention with respect to the implementation of risk free rates as a base rate for floating-rate notes or other securities. The manner of adoption or application of CORRA in the Canadian bond market may differ materially compared with the application and adoption of CORRA in other markets, such as the derivative and loan markets. Investors should carefully consider how any mismatch between the adoption of CORRA in the bond, loan and derivatives markets may impact any hedging or other financial arrangement which they may put in place in connection with any acquisition, holding or disposal of compounded CORRA notes.

Risks Relating to Fixed-Rate Reset Notes Generally

The following discussion of risks relates to the fixed-rate reset notes generally. You should carefully consider the following discussion of risks before investing in fixed-rate reset notes.

The interest rate on a series of fixed-rate reset notes will reset periodically and the subsequent interest rate may be lower than the interest rate for prior interest periods.

The interest on a series of fixed-rate reset notes will reset periodically and the interest or rate for each interest period will equal the reset reference rate specified in the applicable supplement plus a spread, as applicable. Therefore, after the interest rate resets, the interest rate could be less than the fixed rate for the initial interest period and any subsequent interest rate, if applicable, may be less than a prior rate. We have no control over the factors that may affect interest rates, including geopolitical conditions and economic, financial, political, regulatory, judicial or other events that may affect the market generally and interest rates specifically.

Historical rates are not an indication of future rates.

In the past, the reset reference rates that may be used for the fixed-rate reset notes have experienced significant fluctuations. You should note that historical levels, fluctuations and trends of the reset reference rates are not necessarily indicative of future levels. Any historical upward or downward trend in the applicable reset reference rate is not an indication that such reset reference rate is more or less likely to increase or decrease at any time, and you should not take the historical reset reference rate levels as an indication of future levels.

 

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Risks Relating to Fixed-Rate Reset Notes with U.S. Treasury Rate as the Reset Reference Rate

The following discussion of risks relates to the fixed-rate reset notes with the U.S. Treasury Rate as the reset reference rate. You should carefully consider the following discussion of risks before investing in fixed-rate reset notes with the U.S. Treasury Rate as the reset reference rate.

The value of and return on any fixed-rate reset notes for which the reset reference rate is the U.S. Treasury Rate may be adversely affected if the interest rate is determined using an alternative method or a replacement rate is used.

Under the circumstances described herein under “Description of the Notes—Fixed-Rate Reset Notes—Determination of Reset Reference Rates—U.S. Treasury Rate,” the interest rate for a series of fixed-rate reset notes for which the reset reference rate is the U.S. Treasury Rate will be determined using an alternative method to determine the applicable U.S. Treasury Rate or, if a rate substitution event has occurred with respect to the applicable U.S. Treasury Rate, using a replacement rate. If the interest rate on such a series of notes is determined by using such an alternative method or replacement rate, such alternative method or replacement rate may result in an interest rate and interest payments that are lower than or that do not otherwise correlate over time with the interest rate and interest payments that would have been made on such notes if the reset reference rate had been determined using the first method for determining the applicable U.S. Treasury Rate specified under “Description of the Notes—Fixed-Rate Reset Notes—Determination of Reset Reference Rates—U.S. Treasury Rate.” If a rate substitution event has occurred and it is determined there is no industry-accepted successor rate to the applicable U.S. Treasury Rate (or then-applicable replacement rate), the interest rate for the applicable reset period will be: (a) if the first reset interest rate is to be determined, the initial interest rate or (b) if a subsequent reset interest rate is to be determined, the interest rate that was applicable for the preceding reset period.

We or our designee (after consulting with us) may make determinations with respect to the U.S. Treasury Rate that could affect the market value of your fixed-rate reset notes.

If we or our designee, after consulting with us, determines that the applicable U.S. Treasury Rate cannot be determined in the manner set forth under “Description of the Notes—Fixed-Rate Reset Notes—Determination of Reset Reference Rates—U.S. Treasury Rate,” the terms of the applicable fixed-rate reset notes expressly authorize us or our designee, after consulting with us, to determine whether there is an industry-accepted successor rate to the applicable U.S. Treasury Rate and, if applicable, to determine and make certain adjustments with respect to such industry-accepted successor rate and the use thereof as the rate used to determine the interest rate on such fixed-rate reset notes. If we or our designee, after consulting with us, determines that there is no such industry-accepted successor rate, then the interest rate for the applicable reset period will be (a) if the first reset interest rate is to be determined, the initial interest rate or (b) if a subsequent reset interest rate is to be determined, the interest rate that was applicable for the preceding reset period, and such rate could remain in effect for so long as such fixed-rate reset notes are outstanding.

Certain of these determinations, and other related determinations described in this prospectus supplement, may require the exercise of discretion and the making of subjective judgments by us or our designee, after consulting with us. In making these potentially subjective determinations, we or our designee may have economic interests that are adverse to interests of investors in fixed-rate reset notes, and such determinations may adversely affect the return on, value of and market for the fixed-rate reset notes.

 

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Risks Relating to Fixed-Rate Reset Notes with UK Government Bond (Gilt) Rate as the Reset Reference Rate

The following discussion of risks relates to the fixed-rate reset notes with the UK Government Bond (Gilt) Rate as the reset reference rate. You should carefully consider the following discussion of risks before investing in fixed-rate reset notes with the UK Government Bond (Gilt) Rate as the reset reference rate.

The selection of a Gilt Benchmark Replacement could adversely affect the return on, value of or market for affected notes.

If we or our designee, after consulting with us, determines that a Gilt Benchmark Transition Event and related Gilt Benchmark Replacement Date have occurred with respect to a series of fixed-rate reset notes for which the reset reference rate is specified in the applicable supplement to be the UK Government Bond (Gilt) Rate, the applicable Gilt Benchmark Replacement will replace the then-current Gilt Benchmark for all purposes relating to such notes. If a particular Gilt Benchmark Replacement or Gilt Benchmark Replacement Adjustment cannot be determined, then the next-available Gilt Benchmark Replacement or Gilt Benchmark Replacement Adjustment will apply. These replacement rates and adjustments may be selected or formulated by the Gilt Relevant Governmental Body or, in certain circumstances, us or our designee, after consulting with us.

In addition, the terms of fixed-rate reset notes for which the reset reference rate is specified in the applicable supplement to be the UK Government Bond (Gilt) Rate expressly authorize us or our designee, after consulting with us, in connection with implementation of a Gilt Benchmark Replacement to make Gilt Benchmark Replacement Conforming Changes with respect to, among other things, the determination of interest periods and the timing and frequency of determining rates and making payments of interest and other administrative matters. The application of a Gilt Benchmark Replacement and Gilt Benchmark Replacement Adjustment, and any implementation of Gilt Benchmark Replacement Conforming Changes, could result in adverse consequences to the amount of interest payable on such notes, which could adversely affect the interest rate, the return on, value of and market for such notes and the price at which investors may be able to sell such notes.

Moreover, certain determinations, decisions and elections with respect to the Gilt Benchmark Replacement and any Gilt Benchmark Replacement Conforming Changes, or the occurrence or non-occurrence of a Gilt Benchmark Transition Event, may require the exercise of discretion and the making of subjective judgments by us or our designee, after consulting with us. Any determination, decision or election made by us or our designee pursuant to the Gilt benchmark transition provisions set forth in this prospectus supplement under the heading “Description of the Notes—Fixed-Rate Reset Notes—Effect of a Gilt Transition Event and Related Gilt Replacement Date” will, if made by us, be made in our sole discretion and, if made by our designee, be made after consultation with us and, in each case, will become effective without consent from the investors in the affected notes or any other party. We may designate an entity to make any determination, decision or election that we have the right to make in connection with the Gilt benchmark transition provisions set forth in this prospectus supplement. Any designee that we may appoint in connection with these determinations, decisions or elections may be our affiliate. When performing such functions, potential conflicts of interest may exist between us or our designee and investors in the affected notes. All determinations by us or our designee in our or its discretion will be conclusive for all purposes and binding on us and investors in the applicable notes absent manifest error. In making these potentially subjective determinations, we, or our designee may have economic interests that are adverse to your interests, and such determinations may adversely affect the return on, value of and market for the applicable notes.

Further, (i) the composition and characteristics of any Gilt Benchmark Replacement in respect of a series of affected notes will not be the same as those of the applicable UK Government Bond

 

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(Gilt) Rate, as applicable, the Gilt Benchmark Replacement will not be the economic equivalent of the applicable UK Government Bond (Gilt) Rate, there can be no assurance that the Gilt Benchmark Replacement will perform in the same way as the applicable UK Government Bond (Gilt) Rate would have at any time and there is no guarantee that the Gilt Benchmark Replacement will be a comparable substitute for the applicable UK Government Bond (Gilt) Rate (each of which means that a Gilt Benchmark Transition Event could adversely affect the return on, value of and market for the applicable series of notes), (ii) any failure of the Gilt Benchmark Replacement to gain market acceptance could adversely affect the relevant series of notes, (iii) the Gilt Benchmark Replacement may have a very limited history and the future performance of the Gilt Benchmark Replacement may not be able to be predicted based on historical performance, (iv) the secondary trading market for debt securities linked to the Gilt Benchmark Replacement may be limited and (v) the administrator of the Gilt Benchmark Replacement, if applicable, may make changes that could change the value of the Gilt Benchmark Replacement or discontinue the Gilt Benchmark Replacement and would not have any obligation to consider the interests of investors in the relevant series of notes in doing so. For more information, see the Gilt benchmark transition provisions set forth under “Description of the Notes—Fixed-Rate Reset Notes—Effect of a Gilt Transition Event and Related Gilt Replacement Date” below in this prospectus supplement.

 

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DESCRIPTION OF THE NOTES

This section describes general terms and provisions of the notes, which may be senior or subordinated medium-term notes. This section supplements, and should be read together with, the general description of our debt securities, and terms and provisions thereof, included in “Description of Debt Securities” in the accompanying prospectus. If there is any inconsistency between the information in this prospectus supplement and the accompanying prospectus, the information in this prospectus supplement will supersede the information in the accompanying prospectus.

The terms and provisions of the notes set forth in this prospectus supplement will apply to a series of notes, to the extent applicable as set forth below, unless otherwise specified in the applicable supplement. If the applicable supplement for a series of notes includes terms and provisions that modify, conflict with or otherwise are inconsistent with the applicable terms and provisions set forth below, then, regardless of whether or not the applicable terms and provisions set forth below are stated to apply “unless otherwise specified in the applicable supplement,” such terms and provisions set forth in the applicable supplement shall govern and control with respect to such series of notes.

Certain capitalized or other defined terms that are used in this section “Description of the Notes” have the specific meanings set forth herein. A listing of the pages on which certain of such terms are defined can be found under the Index of Certain Defined Terms at the end of this prospectus supplement.

General

We will issue the notes as part of a series of debt securities under the Senior Indenture or the Subordinated Indenture, as applicable, which are contracts between us, as issuer, and The Bank of New York Mellon Trust Company, N.A., as trustee. In this prospectus supplement, we refer to The Bank of New York Mellon Trust Company, N.A. and any successor trustee under the Senior Indenture or the Subordinated Indenture, as applicable, as the “trustee,” and we refer to the Senior Indenture and the Subordinated Indenture, each as may be supplemented from time to time, individually as an “Indenture” and together as the “Indentures.” In addition to the following summary of general terms of the notes and the Indentures, you should review the forms of the global note certificates and the specific provisions of the Senior Indenture and the Subordinated Indenture, as applicable, which we have filed with the SEC.

The Indentures are subject to, and governed by, the Trust Indenture Act of 1939.

Our senior debt securities, which we refer to in this prospectus supplement as our “senior notes,” will be issued under the Senior Indenture and will rank equally in right of payment with our other unsecured and unsubordinated obligations. Our subordinated debt securities, which we refer to in this prospectus supplement as our “subordinated notes,” will be issued under the Subordinated Indenture and will be subordinate and junior in right of payment.

We and the selling agents, in the ordinary course of our respective businesses, have conducted and may conduct business with the trustee or its affiliates. See “Description of Debt Securities—The Indentures” in the accompanying prospectus for more information about the Indentures and the functions of the trustee.

The notes are our direct unsecured obligations and are not obligations of our subsidiaries. The Indentures do not limit the amount of indebtedness that we may incur. We may issue other debt securities under the Indentures from time to time in one or more series up to the aggregate principal amount of the then-existing grant of authority by our board of directors.

 

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Unless otherwise provided in the applicable supplement, the minimum denomination of the notes will be $1,000 and integral multiples of $1,000 in excess of $1,000 (or the equivalent in other currencies).

We may issue the following types of notes: fixed-rate notes, floating-rate notes, fixed/floating rate notes and fixed-rate reset notes. For more information on these types of notes, see below under “—Fixed-Rate Notes,” “—Floating-Rate Notes,” “—Fixed/Floating Rate Notes” and “—Fixed-Rate Reset Notes.” In addition, we may issue notes that do not bear interest.

Ranking

Because we are a holding company, our right to participate in any distribution of assets of any subsidiary upon such subsidiary’s liquidation or reorganization or otherwise is subject to the prior claims of creditors of that subsidiary, except to the extent we may ourselves be recognized as a creditor of that subsidiary. Accordingly, our obligations under senior notes or subordinated notes will be structurally subordinated to all existing and future liabilities of our subsidiaries, and claimants should look only to our assets for payments. In addition, the senior notes and the subordinated notes will be unsecured and therefore in a bankruptcy or similar proceeding will effectively rank junior to our secured obligations to the extent of the value of the assets securing such obligations. See “Risk Factors—Risks Relating to Debt Securities Generally” in the accompanying prospectus.

Senior Notes

The senior notes will be unsecured and will rank equally in right of payment with all our other unsecured and unsubordinated obligations from time to time outstanding, except obligations that are subject to any priorities or preferences by law.

The Senior Indenture and the senior notes do not contain any limitation on the amount of obligations that we may incur in the future.

Subordinated Notes

Our indebtedness evidenced by the subordinated notes, including the principal and any premium, interest, and other amounts payable, will be unsecured and will be subordinate and junior in right of payment to all of our senior indebtedness from time to time outstanding to the extent and in the manner provided in the Subordinated Indenture. The subordinated notes will rank equally in right of payment with all our other unsecured and subordinated indebtedness, other than unsecured and subordinated indebtedness that by its terms is subordinated to the subordinated notes. Due to differing subordination provisions in various series of subordinated debt securities issued by us and our predecessors, in the event of a dissolution, winding up, liquidation, reorganization, insolvency, receivership or other proceeding, investors in subordinated notes may receive more or less, ratably, than investors in some other series of our outstanding subordinated debt securities. Payment of principal of our subordinated indebtedness, including any subordinated notes, may not be accelerated if there is a default in the payment of amounts payable under, or a default in any of our other covenants applicable to, our subordinated indebtedness.

The Subordinated Indenture and the subordinated notes do not contain any limitation on the amount of obligations ranking senior to the subordinated notes, or the amount of obligations ranking equally with the subordinated notes, that we may incur in the future.

Unless we specify otherwise in the applicable supplement, the subordinated notes will not be guaranteed by us or any of our affiliates and will not be subject to any other arrangement that

 

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legally or economically enhances the ranking of the subordinated notes. For more information about our subordinated notes, see “Description of Debt Securities—Subordination” in the accompanying prospectus.

Fixed-Rate Notes

We may issue notes that bear interest at a fixed rate as set forth in the applicable supplement, which we refer to as “fixed-rate notes.” Unless we specify otherwise in the applicable supplement, each fixed-rate note will bear interest from its original issue date or from the most recent date to which interest on the note has been paid or made available for payment. Interest will accrue on the principal of a fixed-rate note at the fixed annual rate stated in the applicable supplement, until the principal is paid or made available for payment.

Unless we specify otherwise in the applicable supplement, we will pay interest on any fixed-rate note quarterly, semi-annually, or annually, as applicable, in arrears, on the days set forth in the applicable supplement (each such day being an “interest payment date” for a fixed-rate note) and at the maturity date or earlier redemption date, as applicable. Unless we specify otherwise in the applicable supplement, each interest payment due on an interest payment date, the maturity date or earlier redemption date, as the case may be, will include interest accrued from, and including, the most recent interest payment date to which interest has been paid, or, if no interest has been paid, from the original issue date, to, but excluding, the next interest payment date, the maturity date or earlier redemption date, as the case may be (each such period, an “interest period”). The amount of accrued interest on a fixed-rate note for an interest period is calculated by multiplying the principal amount of such note by an accrued interest factor. This accrued interest factor will be determined by multiplying the per annum fixed interest rate by a factor resulting from the day count convention that applies with respect to such determination. Unless we specify otherwise in the applicable supplement, the factor resulting from the day count convention will be (a) with respect to fixed-rate notes denominated in U.S. dollars, computed on the basis of a 360-day year consisting of twelve 30-day months, which we may refer to as the “30/360” day count convention, (b) with respect to fixed-rate notes denominated in Australian dollars, computed on the basis of the actual number of days in the relevant period divided by 365, or if any portion of the relevant period falls in a leap year, the sum of (i) the actual number of days in that portion of the relevant period falling in a leap year divided by 366 and (ii) the actual number of days in that portion of the relevant period falling in a non-leap year divided by 365, which we may refer to as the “Actual/Actual” day count convention, (c) with respect to fixed-rate notes denominated in pounds sterling or euro, computed on the basis of an Actual/Actual (ICMA) (as defined in the rulebook of the International Capital Markets Association) day count convention, which we may refer to as the “Actual/Actual (ICMA)” day count convention and (d) with respect to fixed-rate notes denominated in Canadian dollars, computed on the basis of (i) the 30/360 day count convention when calculating interest for a full semi-annual interest period and (ii) the actual number of days in the relevant period divided by 365, when calculating interest for any period that is shorter than a full semi-annual interest period, which we may refer to together as the “Actual/Actual (Canadian Compound Method)” day count convention. We will make payments on fixed-rate notes as described below under “—Payment of Principal, Interest, and Other Amounts Payable” and in the accompanying prospectus under the heading “Description of Debt Securities—Payment of Principal, Interest, and Other Amounts Payable.”

We also may issue amortizing notes, which are fixed-rate notes for which combined principal and interest payments are made in installments over the life of the note. Payments on amortizing notes are applied first to interest due and then to the reduction of the unpaid principal amount. The applicable supplement for an amortizing note will include a table setting forth repayment information.

 

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Fixed/Floating Rate Notes

We may issue notes with elements of each of the fixed-rate notes described above and floating-rate notes described below. For example, a note may bear interest at a fixed rate for some periods and at a floating rate in others. We will describe the determination of interest for any of these notes in the applicable supplement.

Floating-Rate Notes

We may issue notes that will bear interest at a floating interest rate determined in accordance with the applicable terms and provisions set forth in this section and the applicable supplement. We refer to these notes as “floating-rate notes.” The terms and provisions of floating-rate notes set forth in this prospectus supplement will apply, to the extent applicable as set forth below, unless otherwise specified in the applicable supplement.

Overview of Base Rates and Floating-Rate Note Provisions

The interest rate for each series of floating-rate notes will be determined by reference to a “base rate” specified in the applicable supplement. The “base rate” for a floating-rate note will, if so specified in the applicable supplement, be one or more of the following, or may be any other base rate as may be specified in the applicable supplement:

 

•

the Australian dollar Bank Bill Swap Reference Rate, in which case the note will be a “BBSW note”;

 

•

the Canadian dollar Bankers’ Acceptance Rate, in which case the note will be a “CDOR note”;

 

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the euro interbank offered rate, in which case the note will be a “EURIBOR note”;

 

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the federal funds (effective) rate, in which case the note will be a “federal funds (effective) rate note”;

 

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the prime rate, in which case the note will be a “prime rate note”;

 

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the treasury (auction) rate, in which case the note will be a “treasury (auction) rate note”;

 

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compounded SOFR, calculated by reference to the Secured Overnight Financing Rate, in which case the note will be a “compounded SOFR note”;

 

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compounded SONIA, calculated by reference to the Sterling Overnight Index Average, in which case the note will be a “compounded SONIA note”;

 

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compounded CORRA, calculated by reference to the Canadian Overnight Repo Rate Average, in which case the note will be a “compounded CORRA note”;

 

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simple average SOFR, calculated by reference to the Secured Overnight Financing Rate, in which case the note will be a “simple average SOFR note”; and

 

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simple average SONIA, calculated by reference to the Sterling Overnight Index Average, in which case the note will be a “simple average SONIA note.”

The description of the terms and provisions of floating-rate notes in this prospectus supplement generally is divided into (i) a description of floating-rate notes that use a “payment

 

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delay convention” with respect to interest accrual and payment and (ii) a description of floating-rate notes that do not use such convention, and is summarized as follows:

 

•

Floating-Rate Notes with Payment Delay. Compounded SOFR, compounded SONIA or compounded CORRA may be the base rate for floating-rate notes that use the “payment delay convention.” For such notes, accrued interest is calculated and paid with respect to interest periods that run from, and including, each interest period demarcation date specified in the applicable supplement (or, in the case of the initial interest period, the issue date) to, but excluding, the next following interest period demarcation date (or, in the case of the final interest period, the maturity date or, if the floating-rate notes are redeemed earlier, the redemption date). Interest will be paid on interest payment dates falling a specified number of days after the interest period demarcation date at the end of each interest period, as set forth under “—Payment Delay Notes—Compounded SOFR, Compounded SONIA and Compounded CORRA” below or in the applicable supplement. Compounded SOFR, compounded SONIA or compounded CORRA, as applicable, for an interest period will be determined on the basis of a compounded average of SOFR, SONIA or CORRA, as applicable, calculated in arrears at the end of each applicable interest period in accordance with the applicable formula set forth below under “—Payment Delay Notes—Compounded SOFR, Compounded SONIA and Compounded CORRA.” The full terms and provisions with respect to floating-rate notes using the “payment delay convention” are set forth below under “—Payment Delay Notes—Compounded SOFR, Compounded SONIA and Compounded CORRA,” which sets forth general terms and provisions applicable to all series of floating-rate notes using the “payment delay convention” and specific terms and provisions for the determination of compounded SOFR, compounded SONIA and compounded CORRA. The terms and provisions set forth in such section will govern and control with respect to such notes.

 

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Floating-Rate Notes without Payment Delay. The base rate for floating-rate notes not using the “payment delay convention” may be any of the base rates set forth above, as specified in the applicable supplement, or any other base rate as may be specified in the applicable supplement. For such notes, accrued interest is calculated and paid with respect to interest periods that run from, and including, each interest payment date specified in the applicable supplement (or, in the case of the initial interest period, the issue date) to, but excluding, the next following interest payment date (or, in the case of the final interest period, the maturity date or, if the floating-rate notes are redeemed earlier, the redemption date). Interest will be paid on the interest payment dates specified in the applicable supplement. The base rate for such notes may be determined either in advance, at or prior to the beginning of each interest period, or in arrears near the end of each interest period, summarized as follows:

 

•

Determination of Base Rate in Advance. If the base rate for a series of floating-rate notes is BBSW, CDOR, EURIBOR, federal funds (effective) rate, prime rate, or the treasury (auction) rate (each, an “In Advance Base Rate”), the applicable base rate will be determined for an interest period in advance by reference to such base rate as observed at a specified time on an interest determination date occurring on or prior to the commencement of such interest period, all as set forth in this prospectus supplement and/or in the applicable supplement. Such base rate as so determined will apply for the entirety of the interest period commencing on or directly after the applicable interest determination date, and will reset on the interest reset date falling at the end of such interest period.

 

•

Determination of Base Rate in Arrears. If the base rate for a series of floating-rate notes is compounded SOFR, compounded SONIA, compounded CORRA, simple average SOFR or simple average SONIA (each, an “In Arrears Base Rate”), the applicable base rate for

 

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an interest period will be determined on the basis of a compounded or simple average of SOFR, SONIA or CORRA, as applicable, calculated in arrears at or near the end of each applicable interest period in accordance with the formula or the terms and provisions for such calculation set forth in the applicable section of “—Floating-Rate Notes without Payment Delay—Determination of Base Rates.” Such base rates may be calculated in accordance with a number of different calculation conventions that are described more fully under the applicable section of “—Floating-Rate Notes without Payment Delay—Determination of Base Rates.” The applicable supplement will specify which calculation convention applies with respect to calculation of the base rate for an applicable series of floating-rate notes.

The full terms and provisions with respect to floating-rate notes not using the “payment delay convention” are set forth below under “—Floating Rate Notes without Payment Delay,” which sets forth general terms and provisions applicable to all such series of floating-rate notes without payment delay and specific terms and provisions for the determination of each base rate. The terms and provisions set forth in such section will govern and control with respect to such notes.

Payment Delay Notes—Compounded SOFR, Compounded SONIA and Compounded CORRA

Accrued interest, interest periods, the interest rate and/or timing of interest payments for a particular interest period, among other terms and provisions of compounded SOFR notes, compounded SONIA notes and compounded CORRA notes, will be determined in accordance with a “payment delay convention,” if so specified in the applicable supplement. The terms and provisions of such notes relating to accrued interest, interest periods, the interest rate and/or timing of interest payments for a particular interest period, among other terms and provisions of the notes, differ from the terms and provisions that generally are applicable to notes that do not use a payment delay convention.

If the applicable supplement for a series of compounded SOFR notes, compounded SONIA notes or compounded CORRA notes specifies that the “payment delay convention” applies, then the following terms and provisions will apply to such series. References to “notes” in this section “—Payment Delay Notes—Compounded SOFR, Compounded SONIA and Compounded CORRA” are to compounded SOFR notes, compounded SONIA notes or compounded CORRA notes, as applicable, using the payment delay convention.

General Terms and Provisions Applicable to the Notes Using the Payment Delay Convention

Each series of the notes will accrue interest from the original issue date of such series until the principal amount is paid or made available for payment at a rate per annum equal to compounded SOFR, compounded SONIA or compounded CORRA, as specified in the applicable supplement, plus or minus the spread (if any), or multiplied by the spread multiplier (if any), as may be specified in the applicable supplement. The “spread” is the number of basis points we may specify to be added to or subtracted from the applicable base rate. The “spread multiplier” is the percentage (or number) we may specify by which the specified base rate is multiplied in order to calculate the applicable interest rate.

The interest rate for a series of the notes also may be subject to (i) a maximum interest rate limit, or ceiling, on the interest that may accrue during any interest or other applicable period; and/or (ii) a minimum interest rate limit, or floor, on the interest that may accrue during any interest or other applicable period.

 

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The interest rate for a series of the notes will be determined by reference to compounded SOFR, compounded SONIA or compounded CORRA, calculated in respect of each interest period in accordance with the formula set forth under “—Determination of Compounded SOFR (Payment Delay),” “—Determination of Compounded SONIA (Payment Delay)” or “—Determination of Compounded CORRA (Payment Delay)” below, and the terms and provisions of the notes set forth under “—Effect of a USD Benchmark Transition Event and Related USD Benchmark Replacement Date with Respect to SOFR” and “—Effect of a Non-USD Benchmark Transition Event and Related Non-USD Benchmark Replacement Date with Respect to EURIBOR or SONIA,” as applicable.

We will pay interest on a series of the notes on each interest payment date with respect to such series of notes. Each interest payment due on an interest payment date, the maturity date or the redemption date, as applicable, will include interest accrued from, and including, the most recent interest period demarcation date to which interest has been paid, or, if no interest has been paid, from the original issue date, to, but excluding, the next interest period demarcation date (or, in the case of the final interest period, the maturity date or, if such notes are redeemed earlier, the redemption date) (each such period, an “interest period” for such series of notes). The applicable supplement for a series of notes will specify, among other terms and provisions, the “interest period demarcation dates” with respect to such series.

We will pay interest on each series of the notes in arrears, on the second business day (or such other number of business days we may specify in the applicable supplement) following each interest period demarcation date (each such day being an “interest payment date” for such notes); provided that the interest payment date with respect to the final interest period for a series of the notes will be the maturity date for such series or, if the notes are redeemed earlier, the redemption date. On each interest payment date, we will pay accrued interest for the most recently completed interest period.

If an interest period demarcation date other than the final interest period demarcation date otherwise would fall on a day that is not a business day, then such interest period demarcation date will be postponed to the next day that is a business day, except that, if the next succeeding business day falls in the next calendar month, then such interest period demarcation date will be advanced to the immediately preceding day that is a business day. If the scheduled final interest period demarcation date (which will be the maturity date or, if we elect to redeem the notes earlier, the redemption date) falls on a day that is not a business day, the payment of principal and interest will be made on the next succeeding business day, and such final interest period demarcation date will be postponed to such succeeding business day. In each case, the related interest periods also will be adjusted for non-business days.

With respect to any series of fixed/floating rate notes for which compounded SOFR, compounded SONIA or compounded CORRA is specified to be the base rate for the applicable floating-rate period and for which the payment delay convention is specified to be applicable, notwithstanding anything to the contrary in the applicable terms and provisions of the notes, and provided that such series of notes is not redeemed prior to the commencement of the floating-rate period, if the final interest payment date falling in the fixed-rate period otherwise would fall on a day that is not a business day, then such interest payment date will be postponed to the next day that is a business day, and the related interest period also will be adjusted for non-business days. If such final interest payment date during the fixed-rate period is so postponed, the first day of the initial interest period during the floating-rate period will be adjusted accordingly.

The calculation agent will determine compounded SOFR, compounded SONIA or compounded CORRA, as applicable, the interest rate and accrued interest for each interest period in arrears as soon as reasonably practicable on or after the interest period demarcation date at the end of such interest period (or, in the case of the final interest period, the rate cut-off date) and prior to the

 

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relevant interest payment date and will notify us of compounded SOFR, compounded SONIA or compounded CORRA, as applicable, and such interest rate and accrued interest for each interest period as soon as reasonably practicable after such determination, but in any event by the business day immediately prior to the interest payment date.

All amounts resulting from any calculation on a note will be rounded to the nearest cent, in the case of U.S. dollars and Canadian dollars, or to the nearest pence, in the case of pounds sterling, with one-half cent or pence, as applicable, being rounded upward. All percentages resulting from any calculation with respect to a note will be rounded, if necessary, to the nearest one hundred-thousandth of a percent, with five one-millionths of a percentage point rounded upwards, e.g., 9.876545% (or .09876545) being rounded to 9.87655% (or .0987655).

Determination of Compounded SOFR (Payment Delay)

The calculation agent will determine “compounded SOFR” for a series of the notes for each interest period in accordance with the formula set forth below. For purposes of calculating compounded SOFR in accordance with such formula with respect to the final interest period, SOFR for each U.S. government securities business day in the period from, and including, the rate cut-off date to, but excluding, the maturity date or redemption date, as applicable, will be SOFR in respect of such rate cut-off date. The “rate cut-off date” will be the second U.S. government securities business day (or such other number of U.S. government securities business days as we may specify in the applicable supplement) prior to the maturity date or the redemption date, as applicable.

 

 

where:

“d₀”, for any interest period, is the number of U.S. government securities business days in such interest period;

“i” is a series of whole numbers from one to d₀, each representing the relevant U.S. government securities business days in chronological order from, and including, the first U.S. government securities business day in such interest period;

“SOFR_i” for any U.S. government securities business day “i” in such interest period, is equal to SOFR in respect of that day, determined by the calculation agent; provided that, for purposes of calculating compounded SOFR with respect to the final interest period, SOFR for each U.S. government securities business day in the period from, and including, the rate cut-off date to, but excluding, the maturity date or redemption date, as applicable, will be SOFR in respect of such rate cut-off date;

“n_i” for U.S. government securities business day “i” in such interest period, is the number of calendar days from, and including, such U.S. government securities business day “i” to, but excluding, the following U.S. government securities business day; and

“d” is the number of calendar days in such interest period.

 

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For purposes of the foregoing terms and provisions, the following terms have the meanings set forth below:

“SOFR” means, with respect to any U.S. government securities business day prior to a USD Benchmark Replacement Date:

 

(1)

the Secured Overnight Financing Rate published for such U.S. government securities business day as such rate appears on the SOFR Administrator’s Website at 3:00 p.m., New York City time, on the immediately following U.S. government securities business day; or

 

(2)

if the rate specified in (1) above does not so appear, the Secured Overnight Financing Rate as published in respect of the first preceding U.S. government securities business day for which the Secured Overnight Financing Rate was published on the SOFR Administrator’s Website.

Notwithstanding the foregoing, if we or our designee, after consulting with us, determines that a USD Benchmark Transition Event and related USD Benchmark Replacement Date have occurred prior to the applicable USD Benchmark Reference Time in respect of any determination of SOFR on any date as described under “—Effect of a USD Benchmark Transition Event and Related USD Benchmark Replacement Date with Respect to SOFR” below, then the USD benchmark transition provisions set forth under such heading will thereafter apply to all determinations of the interest rate payable on the relevant notes. In accordance with the USD benchmark transition provisions, after a USD Benchmark Transition Event and related USD Benchmark Replacement Date have occurred, the amount of interest that will be payable for each applicable interest period will be determined by reference to a per annum rate equal to the USD Benchmark Replacement plus or minus the spread, or multiplied by the spread multiplier, as may be specified in the applicable supplement. Certain capitalized terms used in this paragraph have the meanings set forth under “—Effect of a USD Benchmark Transition Event and Related USD Benchmark Replacement Date with Respect to SOFR.”

“SOFR Administrator” means the FRBNY (or a successor administrator of the Secured Overnight Financing Rate).

“SOFR Administrator’s Website” means the website of the FRBNY, or any successor source. The information contained on such website is not part of this prospectus supplement and is not incorporated in this prospectus supplement by reference.

Determination of Compounded SONIA (Payment Delay)

The calculation agent will determine “compounded SONIA” for a series of the notes for each interest period in accordance with the formula set forth below. For purposes of calculating compounded SONIA in accordance with such formula with respect to the final interest period, SONIA for each London banking day in the period from, and including, the rate cut-off date to, but excluding, the maturity date or redemption date, as applicable, will be SONIA in respect of such rate cut-off date. The “rate cut-off date” will be the fifth London banking day (or such other number of London banking days as we may specify in the applicable supplement) prior to the maturity date or the redemption date, as applicable.

 

 

 

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where:

“d₀”, for any interest period, is the number of London banking days in such interest period;

“i” is a series of whole numbers from one to d₀, each representing the relevant London banking days in chronological order from, and including, the first London banking day in such interest period;

“SONIA_i” means, in relation to any London banking day “i” in such interest period, SONIA in respect of that day, determined by the calculation agent; provided that, for purposes of calculating compounded SONIA with respect to the final interest period, SONIA for each London banking day in the period from, and including, the rate cut-off date to, but excluding, the maturity date or redemption date, as applicable, will be SONIA in respect of such rate cut-off date;

“n_i” means, in relation to any London banking day “i” in such interest period, the number of calendar days from, and including, such London banking day “i” to, but excluding, the next following London banking day; and

“d” is the number of calendar days in such interest period.

For purposes of the foregoing terms and provisions, the following terms have the meanings set forth below:

“SONIA” means, in relation to any London banking day, the daily Sterling Overnight Index Average rate for such London banking day as provided by the administrator of SONIA to authorized distributors and as then published on the SONIA Screen Page or, if the SONIA Screen Page is unavailable, as otherwise published by such authorized distributors in each case at 12:00 p.m., London time, on the London banking day immediately following such London banking day; provided that if, in respect of any London banking day, the calculation agent determines that the SONIA rate is not available on the SONIA Screen Page or has not otherwise been published by the relevant authorized distributors, such SONIA rate shall be:

 

(1)

(i) the BoE’s Bank Rate (the “Bank Rate”) prevailing at 5:00 p.m., London time, (or, if earlier, close of business) on the relevant London banking day; plus (ii) the mean of the spread of the SONIA rate to the Bank Rate over the previous five days on which a SONIA rate has been published, excluding the highest spread (or, if there is more than one highest spread, one only of those highest spreads) and lowest spread (or, if there is more than one lowest spread, one only of those lowest spreads); or

 

(2)

if the Bank Rate is not published by the BoE at 5:00 p.m., London time, (or, if earlier, close of business) on the relevant London banking day, the SONIA rate published on the SONIA Screen Page (or otherwise published by the relevant authorized distributors) for the first preceding London banking day on which the SONIA rate was published on the SONIA Screen Page (or otherwise published by the relevant authorized distributors).

Notwithstanding the foregoing, if we or our designee, after consulting with us, determines that a Non-USD Benchmark Transition Event and related Non-USD Benchmark Replacement Date have occurred prior to the applicable Non-USD Benchmark Reference Time in respect of any determination of SONIA on any date as described under “—Effect of a Non-USD Benchmark Transition Event and Related Non-USD Benchmark Replacement Date with Respect to EURIBOR or SONIA” below, then the Non-USD benchmark transition provisions set forth under such heading will thereafter apply to all determinations of the interest rate payable on the relevant notes. In

 

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accordance with the Non-USD benchmark transition provisions, after a Non-USD Benchmark Transition Event and related Non-USD Benchmark Replacement Date have occurred, the amount of interest that will be payable for each applicable interest period will be determined by reference to a per annum rate equal to the Non-USD Benchmark Replacement plus or minus the spread, or multiplied by the spread multiplier, as may be specified in the applicable supplement. Certain capitalized terms used in this paragraph have the meanings set forth under “—Effect of a Non-USD Benchmark Transition Event and Related Non-USD Benchmark Replacement Date with Respect to EURIBOR or SONIA.”

Notwithstanding the foregoing provisions, in the event the BoE publishes guidance as to (i) how SONIA is to be determined or (ii) any rate of interest that is to replace the SONIA rate, the calculation agent shall, in consultation with us, follow such guidance in order to determine the SONIA rate for so long as the SONIA rate is not available or has not been published by the authorized distributors.

“SONIA Screen Page” means Reuters Screen SONIA Page or such other page, section or other part as may replace it as may be nominated by the person providing or sponsoring the information appearing there for the purpose of displaying rates or prices comparable to SONIA.

Determination of Compounded CORRA (Payment Delay)

The calculation agent will determine “compounded CORRA” for a series of the notes for each interest period in accordance with the formula set forth below. For purposes of calculating compounded CORRA in accordance with such formula with respect to the final interest period, CORRA for each Toronto banking day in the period from, and including, the rate cut-off date to, but excluding, the maturity date or redemption date, as applicable, will be CORRA in respect of such rate cut-off date. The “rate cut-off date” will be the second Toronto banking day (or such other number of Toronto banking days as we may specify in the applicable supplement) prior to the maturity date or the redemption date, as applicable.

 

where:

“d₀”, for any interest period, is the number of Toronto banking days in such interest period;

“i”, for such interest period, is a series of whole numbers from one to d₀, each representing the relevant Toronto banking days in chronological order from, and including, the first Toronto banking day in such interest period;

“CORRA_i” means, in respect of any Toronto banking day “i” in such interest period, CORRA in respect of that day, determined by the calculation agent; provided that, for purposes of calculating compounded CORRA with respect to the final interest period, CORRA for each Toronto banking day in the period from, and including, the rate cut-off date to, but excluding, the maturity date or redemption date, as applicable, will be CORRA in respect of such rate cut-off date;

“n_i” for Toronto banking day “i” in such interest period, is the number of calendar days from, and including, such Toronto banking day “i” to, but excluding, the following Toronto banking day; and

“d” is the number of calendar days in such interest period.

 

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For purposes of the foregoing terms and provisions, the following terms have the meanings set forth below:

“CORRA” means, in respect of any Toronto banking day:

 

(1)

a reference rate equal to the daily Canada Overnight Repo Rate Average for such Toronto banking day as provided by the Bank of Canada (or any successor administrator of such rate) as administrator of CORRA to authorized distributors and as then published on the Bank of Canada’s website, or any successor website designated by the Bank of Canada or any successor administrator, at any time the Bank of Canada (or such successor administrator) is administrator of CORRA, or such other source or page as is specified in the applicable supplement or, if the Bank of Canada’s website or such other source or page as is specified in the applicable supplement, as applicable, is unavailable, as otherwise published by such authorized distributors (in each case, at approximately 11:00 a.m., Toronto time (or such other time as is specified in the applicable supplement), on the Toronto banking day immediately following such Toronto banking day); or

 

(2)

if, in respect of any applicable Toronto banking day, the calculation agent determines that CORRA is not available in accordance with (1) above or has not otherwise been published by the relevant authorized distributors, the calculation agent will determine CORRA for such applicable Toronto banking day as being CORRA in respect of the most recent Toronto banking day for which CORRA was published in accordance with (1) above or as otherwise published by the relevant authorized distributors.

Notwithstanding the foregoing, upon the occurrence of an Index Cessation Event, the terms and provisions set forth in (i) and (ii) below will apply, in the order set forth below, with respect to an applicable series of compounded CORRA notes. In addition, in connection with the implementation of an Applicable Fallback Rate, we or our designee (after consulting with us) may make such changes or adjustments to (1) the Applicable Fallback Rate or the applicable fallback spread, (2) any observation period, interest payment date, other relevant date, business day convention or interest period, (3) the manner, timing and frequency of determining rates and amounts of interest that are payable on the compounded CORRA notes and the conventions relating to such determination, (4) the timing and frequency of making payments of interest, (5) rounding conventions, (6) tenors, and (7) any other terms or provisions of the relevant series of compounded CORRA notes and related definitions, in each case that we or our designee (after consulting with us) determines, from time to time, and notifies to the calculation agent, are consistent with accepted market practice or applicable regulatory or legislative action or guidance for the use of such Applicable Fallback Rate for debt obligations comparable to the relevant series of compounded CORRA notes in such circumstances.

 

(i)

Index Cessation Effective Date with respect to CORRA. If an Index Cessation Effective Date occurs with respect to CORRA, then the base rate for an applicable interest period in respect of which the final day of the related observation period occurs on or after the Index Cessation Effective Date with respect to CORRA will be the CAD Recommended Rate plus a fallback spread (which may be positive or negative or zero). If there is a CAD Recommended Rate before the end of the first Toronto Banking Day following the Index Cessation Effective Date with respect to CORRA but neither the administrator nor authorized distributors provide or publish the CAD Recommended Rate and an Index Cessation Effective Date with respect to it has not occurred, then, in respect of any day for which the CAD Recommended Rate is required, references to the CAD Recommended Rate will be deemed to be references to the last provided or published CAD Recommended Rate.

 

(ii)	No CAD Recommended Rate or Index Cessation Effective Date with respect to CAD Recommended Rate. If there is no CAD Recommended Rate before the end of the first Toronto Banking Day following the Index Cessation Effective Date with respect to CORRA, or

 

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there is a CAD Recommended Rate and an Index Cessation Effective Date subsequently occurs with respect to such CAD Recommended Rate, then the base rate for an applicable interest period in respect of which the final day of the related observation period occurs on or after the Index Cessation Effective Date with respect to CORRA or the Index Cessation Effective Date with respect to the CAD Recommended Rate, as applicable, will be Bank of Canada’s Target for the Overnight Rate as set by the Bank of Canada and published on the Bank of Canada’s website (the “BOC Target Rate”) plus a fallback spread (which may be positive or negative or zero). If neither the administrator nor authorized distributors provide or publish the BOC Target Rate, then, in respect of any day for which the BOC Target Rate is required, references to the BOC Target Rate will be deemed to be references to the last provided or published BOC Target Rate.

As used in the foregoing terms and provisions relating to the determination of CORRA:

“Applicable Fallback Rate” means the CAD Recommended Rate, or the BOC Target Rate, as applicable;

“CAD Recommended Rate” means the rate (inclusive of any spreads or adjustments) recommended as the replacement for CORRA by a committee officially endorsed or convened by the Bank of Canada for the purpose of recommending a replacement for CORRA (which rate may be produced by the Bank of Canada or another administrator) and as provided by the administrator of that rate or, if that rate is not provided by the administrator thereof (or a successor administrator), published by an authorized distributor;

“Index Cessation Effective Date” means, in respect of an Index Cessation Event, the first date on which CORRA or the Applicable Fallback Rate, as applicable, is no longer provided. If CORRA or the Applicable Fallback Rate, as applicable, ceases to be provided on the same day that it is required to determine the base rate for an interest period pursuant to the terms of an applicable series of compounded CORRA notes but it was provided at the time at which it is to be observed pursuant to the terms and provisions of such series of compounded CORRA notes (or, if no such time is specified in the terms and provisions of such series, at the time at which it is ordinarily published), then the Index Cessation Effective Date will be the next day on which the rate would ordinarily have been published;

“Index Cessation Event” means:

 

(A)

a public statement or publication of information by or on behalf of the administrator or provider of CORRA or the Applicable Fallback Rate, as applicable, announcing that it has ceased or will cease to provide CORRA or the Applicable Fallback Rate, as applicable, permanently or indefinitely, provided that, at the time of the statement or publication, there is no successor administrator or provider that will continue to provide CORRA or the Applicable Fallback Rate, as applicable; or

 

(B)

a public statement or publication of information by the regulatory supervisor for the administrator or provider of CORRA or the Applicable Fallback Rate, as applicable, the Bank of Canada, an insolvency official with jurisdiction over the administrator or provider for CORRA or the Applicable Fallback Rate, as applicable, a resolution authority with jurisdiction over the administrator or provider for CORRA or the Applicable Fallback Rate, as applicable, or a court or an entity with similar insolvency or resolution authority over the administrator or provider for CORRA or the Applicable Fallback Rate, as applicable, which states that the administrator or provider of CORRA or the Applicable Fallback Rate, as applicable, has ceased or will cease to provide CORRA or the Applicable Fallback Rate, as applicable, permanently or indefinitely, provided that, at the time of the statement or publication, there is no successor administrator or provider that will continue to provide CORRA or the Applicable Fallback Rate, as applicable.

 

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Floating-Rate Notes without Payment Delay

With respect to any series of notes listed below, the applicable terms and provisions of and other information with respect to the notes set forth in this section “—Floating-Rate Notes without Payment Delay” will apply to such series, as and to the extent set forth in this section:

 

•

BBSW notes;

 

•

CDOR notes;

 

•

EURIBOR notes;

 

•

federal funds (effective) rate notes;

 

•

prime rate notes;

 

•

treasury (auction) rate notes;

 

•

compounded SOFR notes (other than compounded SOFR notes using the payment delay convention);

 

•

compounded SONIA notes (other than compounded SONIA notes using the payment delay convention);

 

•

compounded CORRA notes (other than compounded CORRA notes using the payment delay convention);

 

•

simple average SOFR notes; and

 

•

simple average SONIA notes.

References to “notes” or “floating-rate notes” in this section “—Floating-Rate Notes without Payment Delay” are to an applicable series of such notes.

General Terms and Provisions Applicable to the Notes

Determination of Interest Rates

The interest rate for a floating-rate note will be determined by reference to:

 

•

the specified base rate (based on the specified index maturity, if applicable) for each interest or other applicable period determined in accordance with the applicable provisions set forth in this prospectus supplement and/or the applicable supplement;

 

•

plus or minus the spread, if any; and/or

 

•

multiplied by the spread multiplier, if any.

The “index maturity,” if applicable, is the period to maturity of the instrument for which the base rate is calculated and will be specified in the applicable supplement. The “spread” is the number of basis points we may specify in the applicable supplement to be added to or subtracted from the applicable base rate. The “spread multiplier” is the percentage (or number) we may specify in the applicable supplement by which the specified base rate is multiplied in order to calculate the applicable interest rate.

 

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Interest rates for a floating-rate note also may be subject to:

 

•

a maximum interest rate limit, or ceiling, on the interest that may accrue during any interest or other applicable period; and/or

 

•

a minimum interest rate limit, or floor, on the interest that may accrue during any interest or other applicable period.

Accrual of Interest, Interest Payment Dates and Interest Periods

Each floating-rate note will accrue interest from its original issue date or from the most recent date to which interest on the floating-rate note has been paid or made available for payment. Interest will accrue on the principal amount of a floating-rate note at the applicable per annum floating interest rate until the principal amount is paid or made available for payment. We will pay accrued interest on any floating-rate note monthly, quarterly, semi-annually or annually (or for such other period as we may specify in the applicable supplement), as applicable, in arrears, on the dates set forth in the applicable supplement (each such day being an “interest payment date” for such floating-rate note) and at the maturity date or earlier redemption date, as applicable. Each interest payment due on an interest payment date, the maturity date or earlier redemption date, as the case may be, will include interest accrued from, and including, the most recent interest payment date to which interest has been paid, or, if no interest has been paid, from the original issue date, to, but excluding, the next interest payment date or the maturity date or earlier redemption date, as the case may be (each such period, an “interest period”). Interest payment dates and interest periods for floating-rate notes may be adjusted in accordance with the business day convention (as described below under “—Payment of Principal, Interest, and Other Amounts Payable—Business Day Conventions”) specified in the applicable supplement.

Interest Reset Dates and Interest Determination Dates for In Advance Base Rates

The terms and provisions set forth below in this section will apply to any series of notes for which the base rate is specified in the applicable supplement to be BBSW, CDOR, EURIBOR, federal funds (effective) rate, prime rate, the treasury (auction) rate or any other base rate as may be specified in the applicable supplement as an In Advance Base Rate, but will not apply to series of notes for which the base rate is specified in the applicable supplement to be compounded SOFR, compounded SONIA, compounded CORRA, simple average SOFR or simple average SONIA.

The interest rate in effect from, and including, the original issue date of a series of floating-rate notes to, but excluding, the first interest reset date for such notes will be the initial interest rate set forth in the applicable supplement or determined as set forth in the applicable supplement. The interest rate of a series of floating-rate notes may be reset daily, weekly, monthly, quarterly, semi-annually, or annually, or at any other interval, as we specify in the applicable supplement. If so specified in the applicable supplement, a single interest period may contain multiple interest reset dates, in which case the interest rate with respect to the applicable series of notes will reset on each such interest reset date in accordance with the terms and provisions set forth in this section or as otherwise set forth in the applicable supplement, and interest will accrue on such series of notes at the interest rate in effect from time to time during such interest period. We refer to each date on which the interest rate for a floating-rate note will reset as an “interest reset date.” We will specify the interest reset dates in the applicable supplement. Interest reset dates may be adjusted in accordance with the applicable business day convention (as described below under “—Payment of Principal, Interest, and Other Amounts Payable—Business Day Conventions”) specified in the applicable supplement.

 

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The calculation agent will determine the interest rate for an interest period on the corresponding interest determination date. The “interest determination date” in respect of any interest reset date is the day to which the calculation agent will refer when determining the interest rate at which the applicable floating interest rate will reset. Unless we specify otherwise in the applicable supplement, the interest determination date for an interest reset date will be:

 

•

for a BBSW note, the first day of the relevant interest period;

 

•

for a CDOR note, the first Toronto Banking Day of the relevant interest period;

 

•

for a EURIBOR note, the second TARGET Settlement Date preceding the interest reset date;

 

•

for a federal funds (effective) rate note or a prime rate note, the business day immediately preceding the interest reset date;

 

•

for a treasury (auction) rate note, the day of the week in which the interest reset date falls on which Treasury bills (as described below) would normally be auctioned; and

 

•

for a floating-rate note with two or more base rates, the most recent business day that is at least two business days prior to the applicable interest reset date on which each applicable base rate is determinable.

With respect to treasury (auction) rate notes, Treasury bills usually are sold at auction on Monday of each week, unless that day is a legal holiday, in which case the auction usually is held on the following Tuesday, except that the auction may be held on the preceding Friday. If, as a result of a legal holiday, an auction is held on the preceding Friday, that preceding Friday will be the interest determination date pertaining to the interest reset date occurring in the next succeeding week. The treasury (auction) rate will be determined as of that date, and the applicable interest rate will take effect on the applicable interest reset date. If Treasury bills are sold at an auction that falls on a day that is an interest reset date, that interest reset date will be the next following business day unless we specify otherwise in the applicable supplement.

In determining the base rate that applies to a EURIBOR note or a treasury (auction) rate note during a particular interest period, the calculation agent may obtain rate quotes from various banks or dealers active in the relevant market, as described below under “—Determination of Base Rates” and/or in the applicable supplement. Those reference banks and dealers may include the calculation agent itself and its affiliates, as well as any underwriter, dealer or agent participating in the distribution of the relevant notes, and its affiliates, and they may include our affiliates.

Determination of Base Rates

The terms and provisions set forth below with respect to the determination of the base rate for BBSW notes, CDOR notes, EURIBOR notes, federal funds (effective) rate notes, prime rate notes, treasury (auction) rate notes, compounded SOFR notes (other than compounded SOFR notes using the payment delay convention), compounded SONIA notes (other than compounded SONIA notes using the payment delay convention), compounded CORRA notes (other than compounded CORRA notes using the payment delay convention), simple average SOFR notes and simple average SONIA notes will apply to applicable series of floating-rate notes.

BBSW Notes

BBSW, for any interest determination date, will mean the rate for prime bank eligible securities having a tenor closest to the index maturity specified in the applicable supplement which

 

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is designated as the “AVG MID” on the Refinitiv Screen BBSW Page (or any designation which replaces that designation on that page, or any replacement page, as applicable), or such other Relevant Screen Page as may be specified in the applicable supplement, at the Publication Time on the interest determination date. However, if such rate does not appear on the Refinitiv Screen BBSW Page (or any replacement page) by 10:45 a.m., Sydney time, on such interest determination date (or such other time that is 15 minutes after the then prevailing Publication Time), or if it does appear but the calculation agent determines that there is an obvious error in that rate, then BBSW means such other substitute, successor or replacement base rate that a reputable Australian financial institution appointed by us or our designee (upon our written direction) determines, in its sole discretion, is most comparable to BBSW and is consistent with industry accepted practices, which rate is notified in writing to the calculation agent (with a copy to us) by such alternate financial institution. The rate determined by such alternate financial institution and notified in writing to the calculation agent (with a copy to us) will be expressed as a percentage rate per annum. If BBSW cannot be determined as described above on any interest determination date, then BBSW for the applicable interest determination date will be equal to BBSW in effect for the previous interest period or, if BBSW was not used as the base rate in the previous interest period, the most recent rate that could have been determined in accordance with the first sentence of this paragraph.

Notwithstanding the foregoing, if we or our designee (after consulting with us) determines that (i) BBSW is permanently or indefinitely discontinued or (ii) the regulatory supervisor for the administrator of BBSW has issued a public statement or published information announcing that BBSW is no longer representative or otherwise is not appropriate for use as a base rate for Australian dollar-denominated floating-rate notes as of the relevant interest determination date, in each case prior to an interest determination date, then BBSW means such substitute, successor or replacement base rate that we or a reputable Australian financial institution or investment bank appointed by us as described below (after consulting with us) (we or such financial institution or investment bank, as applicable, the “Determining Party”), determines is most comparable to BBSW and that is consistent with industry-accepted practices for Australian-dollar denominated floating-rate notes, which rate is notified in writing to the calculation agent (with a copy to us) if the Determining Party is not the calculation agent or us, as applicable, together with such spread adjustment (which may be positive or negative or zero) that the Determining Party determines in its sole discretion is reasonable to produce in the aggregate a rate that is an industry-accepted substitute, successor or replacement rate for Australian-dollar denominated floating-rate notes at such time. In connection with the implementation of such substitute, successor or replacement rate, we or our designee (after consulting with us) will have the right to make BBSW Conforming Changes. We may, in our sole discretion, appoint a reputable Australian financial institution or investment bank to assist in determination of an appropriate substitute, successor or replacement base rate and adjustments thereto (including spread adjustment) and the applicable BBSW Conforming Changes. If the Determining Party determines that there is no such substitute, successor or replacement base rate as so provided above, BBSW for the applicable interest determination date will be equal to BBSW in effect for the previous interest period or, if BBSW was not used as the base rate in the previous interest period, the most recent rate that could have been determined in accordance with the first sentence of the preceding paragraph.

“Relevant Screen Page” means the Bloomberg (or any successor or replacement service) or Refinitiv (or any successor or replacement service) screen page specified as such in the applicable supplement, in each case or such other page as may replace such specified screen page on the applicable information service (or any successor or replacement service).

“Publication Time” means approximately 10:30 a.m., Sydney time (or such other time at which such rate customarily appears on that page, including, if corrected, recalculated or republished by the relevant administrator).

 

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“BBSW Conforming Changes” means, in connection with the implementation of such substitute, successor or replacement rate, changes to (1) any interest determination date, interest payment date, other relevant date, business day convention or interest period, (2) the manner, timing and frequency of determining rates and amounts of interest that are payable on the BBSW notes and the conventions relating to such determination, (3) the timing and frequency of making payments of interest, (4) rounding conventions, (5) tenors, and (6) any other terms or provisions of the relevant series of notes, in each case that we or our designee (after consulting with us) determines, from time to time, to be reasonable to reflect the implementation of such substitute, successor or replacement rate giving due consideration to any industry-accepted market practice for Australian-dollar denominated floating-rate notes.

CDOR Notes

CDOR, for any interest determination date, will mean the average bid rate of interest (expressed as an annual percentage rate) rounded to the nearest one-hundred-thousandth of one percent (with 0.000005 percent being rounded up) for Canadian dollar bankers’ acceptances having the index maturity specified in the applicable supplement which appears on the Reuters Screen CDOR Page as of approximately 10:15 a.m., Toronto time on such interest determination date.

If, by 10:15 a.m., Toronto time (or the amended publication time for CDOR, if any, as specified by the CDOR benchmark administrator in the CDOR benchmark methodology) on such interest determination date, CDOR for the applicable index maturity in respect of such day has not been published on the Reuters Screen CDOR Page and an Index Cessation Effective Date has not occurred, then the rate for such interest determination date will be CDOR for the applicable index maturity in respect of such day, as provided by the administrator of CDOR and published by an authorized distributor or by the administrator of CDOR itself. If by noon, Toronto time (or one hour and forty-five minutes after the amended publication time for CDOR), on such interest determination date, neither the administrator of CDOR nor an authorized distributor has provided or published CDOR for the applicable index maturity in respect of such day and an Index Cessation Effective Date has not occurred, then the rate for such interest determination date will be a rate formally recommended for use by the administrator of CDOR during the period of non-publication of CDOR and for so long as an Index Cessation Effective Date has not occurred. If no such rate is available, then CDOR for such interest determination date will be the most recent rate that could have been determined in accordance with the preceding paragraph.

If we or our designee (after consulting with us) determines that an Index Cessation Event has occurred with respect to CDOR, the terms and provisions set forth in (i) through (iv) below will apply, in the order set forth below, with respect to an applicable series of CDOR notes. For the purposes of such terms and provisions (including the definition of “Fallback Observation Day”), references to an “Original IBOR Rate Record Day” are to that term as used on the Fallback Rate (CORRA) Screen. In addition, in connection with the implementation of an Applicable Fallback Rate, we or our designee (after consulting with us) may make such changes or adjustments to (1) the Applicable Fallback Rate or the spread thereon, (2) any interest determination date, interest payment date, other relevant date, business day convention or interest period, (3) the manner, timing and frequency of determining rates and amounts of interest that are payable on the CDOR notes and the conventions relating to such determination, (4) the timing and frequency of making payments of interest, (5) rounding conventions, (6) tenors, and (7) any other terms or provisions of the relevant series of CDOR notes and related definitions (including the Fallback Observation Day), in each case that we or our designee (after consulting with us) determines, from time to time, and notifies to the calculation agent, are consistent with accepted market practice or applicable regulatory or legislative action or guidance for the use of such Applicable Fallback Rate for debt obligations comparable to the relevant series of CDOR notes in such circumstances.

 

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(i)

Index Cessation Effective Date with respect to CDOR. If we or our designee (after consulting with us) determines that an Index Cessation Event has occurred, the rate for an interest determination date occurring on or after the Index Cessation Effective Date will be determined as if references to CDOR for the applicable index maturity were references to Fallback Rate (CORRA) for the ‘Original IBOR Rate Record Day’ that corresponds to the applicable interest determination date, as most recently provided or published as at 11:30 a.m., Toronto time on the related Fallback Observation Day. If neither Bloomberg Index Services Limited (or a successor provider as approved and/or appointed by ISDA from time to time) provides, nor authorized distributors publish, Fallback Rate (CORRA) for that ‘Original IBOR Rate Record Day’ at, or prior to, 11:30 a.m., Toronto time on the related Fallback Observation Day and a Fallback Index Cessation Effective Date with respect to Fallback Rate (CORRA) has not occurred, then the rate for such interest determination date will be Fallback Rate (CORRA) as most recently provided or published at that time for the most recent ‘Original IBOR Rate Record Day,’ notwithstanding that such day does not correspond to such interest determination date.

 

(ii)

Fallback Index Cessation Effective Date with respect to Fallback Rate (CORRA). If we or our designee (after consulting with us) determines that a Fallback Index Cessation Event has occurred with respect to Fallback Rate (CORRA), the rate for an interest determination date which relates to an applicable interest period in respect of which the Fallback Observation Day occurs on or after the Fallback Index Cessation Effective Date with respect to Fallback Rate (CORRA) will be Compounded CORRA based on the Canadian Overnight Repo Rate Average (“CORRA”) administered by the Bank of Canada (or any successor administrator), to which the calculation agent shall apply the most recently published spread, as at the Fallback Index Cessation Effective Date with respect to Fallback Rate (CORRA), referred to in the definition of “Fallback Rate (CORRA)” after making such adjustments to Compounded CORRA as we or our designee (after consulting with us) determines to be necessary to account for any difference in term structure or tenor of Compounded CORRA by comparison to Fallback Rate (CORRA) and by reference to the Bloomberg IBOR Fallback Rate Adjustments Rule Book and notifies to the calculation agent. If neither the administrator nor authorized distributors provide or publish CORRA and a Fallback Index Cessation Effective Date with respect to CORRA has not occurred, then, in respect of any day for which CORRA is required, references to CORRA will be deemed to be references to the last provided or published CORRA.

 

(iii)

Fallback Index Cessation Effective Date with respect to CORRA. If a Fallback Index Cessation Effective Date occurs with respect to each of Fallback Rate (CORRA) and CORRA, then the rate for an interest determination date which relates to an applicable interest period in respect of which the Fallback Observation Day occurs on or after the Fallback Index Cessation Effective Date with respect to Fallback Rate (CORRA) (or, if later, the Fallback Index Cessation Effective Date with respect to CORRA) will be the CAD Recommended Rate, to which the calculation agent shall apply the most recently published spread, as at the Fallback Index Cessation Effective Date with respect to Fallback Rate (CORRA), referred to in the definition of “Fallback Rate (CORRA)” after making such adjustments to the CAD Recommended Rate as we or our designee (after consulting with us) determines to be necessary to account for any difference in term structure or tenor of the CAD Recommended Rate by comparison to Fallback Rate (CORRA) or Compounded CORRA, as applicable, and by reference to the Bloomberg IBOR Fallback Rate Adjustments Rule Book and notifies to the calculation agent. If there is a CAD Recommended Rate before the end of the first Toronto Banking Day following the Fallback Index Cessation Effective Date with respect to Fallback Rate (CORRA) (or, if later, the end of the first Toronto Banking Day following the Fallback Index Cessation Effective Date with respect to CORRA) but neither the administrator nor authorized distributors provide

 

S-49

or publish the CAD Recommended Rate and a Fallback Index Cessation Effective Date with respect to it has not occurred, then, in respect of any day for which the CAD Recommended Rate is required, references to the CAD Recommended Rate will be deemed to be references to the last provided or published CAD Recommended Rate.

 

(iv)

No CAD Recommended Rate or Fallback Index Cessation Effective Date with respect to CAD Recommended Rate. If there is no CAD Recommended Rate before the end of the first Toronto Banking Day following the Fallback Index Cessation Effective Date with respect to Fallback Rate (CORRA) (or, if later, the end of the first Toronto Banking Day following the Fallback Index Cessation Effective Date with respect to CORRA); or there is a CAD Recommended Rate and a Fallback Index Cessation Effective Date subsequently occurs with respect to such CAD Recommended Rate, then the rate for any interest determination date which relates to an applicable interest period in respect of which the Fallback Observation Date occurs on or after the Fallback Index Cessation Effective Date with respect to Fallback Rate (CORRA) (or, if later, the Fallback Index Cessation Effective Date with respect to CORRA) or the Fallback Index Cessation Effective Date with respect to the CAD Recommended Rate, as applicable, will be Bank of Canada’s Target for the Overnight Rate as set by the Bank of Canada and published on the Bank of Canada’s website (the “BOC Target Rate”), to which the calculation agent shall apply the most recently published spread, as at the Fallback Index Cessation Effective Date with respect to Fallback Rate (CORRA), referred to in the definition of “Fallback Rate (CORRA)” after making such adjustments to the BOC Target Rate as we or our designee (after consulting with us) determined to be necessary to account for any difference in term structure or tenor of the BOC Target Rate by comparison to Fallback Rate (CORRA) and by reference to the Bloomberg IBOR Fallback Rate Adjustments Rule Book and notifies to the calculation agent. If neither the administrator nor authorized distributors provide or publish the BOC Target Rate, then, in respect of any day for which the BOC Target Rate is required, references to the BOC Target Rate will be deemed to be references to the last provided or published BOC Target Rate.

As used in the foregoing terms and provisions relating to the determination of CDOR:

“Applicable Fallback Rate” means one of Fallback Rate (CORRA), CORRA, the CAD Recommended Rate, or the BOC Target Rate, as applicable;

“Bloomberg IBOR Fallback Rate Adjustments Rule Book” means the IBOR Fallback Rate Adjustments Rule Book published by Bloomberg Index Services Limited (or a successor provider as approved and/or appointed by ISDA from time to time) as updated from time to time in accordance with its terms;

“CAD Recommended Rate” means the rate (inclusive of any spreads or adjustments) recommended as the replacement for CORRA by a committee officially endorsed or convened by the Bank of Canada for the purpose of recommending a replacement for CORRA (which rate may be produced by the Bank of Canada or another administrator) and as provided by the administrator of that rate or, if that rate is not provided by the administrator thereof (or a successor administrator), published by an authorized distributor;

“Compounded CORRA” means term-adjusted CORRA compounded-in-arrears, calculated by the calculation agent in accordance with the methodology pursuant to which Bloomberg Index Services Limited (or a successor provider as approved and/or appointed by ISDA from time to time (“BISL”)) calculated Fallback Rate (CORRA), by reference to the Bloomberg IBOR Fallback Rate Adjustments Rule Book.

 

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“Fallback Index Cessation Effective Date” means, in respect of a Fallback Index Cessation Event, the first date on which the Applicable Fallback Rate is no longer provided. If the Applicable Fallback Rate ceases to be provided on the same day that it is required to determine the base rate for an interest period pursuant to the terms of an applicable series of CDOR notes but it was provided at the time at which it is to be observed pursuant to the terms and provisions of such series of CDOR notes (or, if no such time is specified in the terms and provisions of such series, at the time at which it is ordinarily published), then the Fallback Index Cessation Effective Date will be the next day on which the rate would ordinarily have been published.

“Fallback Index Cessation Event” means:

 

(A)

a public statement or publication of information by or on behalf of the administrator or provider of the Applicable Fallback Rate announcing that it has ceased or will cease to provide the Applicable Fallback Rate permanently or indefinitely, provided that, at the time of the statement or publication, there is no successor administrator or provider that will continue to provide the Applicable Fallback Rate; or

 

(B)

if the Applicable Fallback Rate is:

 

(1)

Fallback Rate (CORRA), a public statement or publication of information by the regulatory supervisor for the administrator of Fallback Rate (CORRA), the Bank of Canada, an insolvency official with jurisdiction over the administrator for Fallback Rate (CORRA), a resolution authority with jurisdiction over the administrator for Fallback Rate (CORRA) or a court or an entity with similar insolvency or resolution authority over the administrator for Fallback Rate (CORRA), which states that the administrator of Fallback Rate (CORRA) has ceased or will cease to provide the Fallback Rate (CORRA) permanently or indefinitely, provided that, at the time of the statement or publication, there is no successor administrator that will continue to provide Fallback Rate (CORRA); or

 

(2)

CORRA, the CAD Recommended Rate, or the BOC Target Rate, a public statement or publication of information by the regulatory supervisor for the administrator or provider of the Applicable Fallback Rate, the Bank of Canada, an insolvency official with jurisdiction over the administrator or provider for the Applicable Fallback Rate, a resolution authority with jurisdiction over the administrator or provider for the Applicable Fallback Rate or a court or an entity with similar insolvency or resolution authority over the administrator or provider for the Applicable Fallback Rate, which states that the administrator or provider of the Applicable Fallback Rate has ceased or will cease to provide the Applicable Fallback Rate permanently or indefinitely, provided that, at the time of the statement or publication, there is no successor administrator or provider that will continue to provide the Applicable Fallback Rate.

“Fallback Observation Day” means, in respect of an interest determination date and the interest period to which such interest determination date relates, the day that is two Business Days preceding the related interest payment date for such interest period.

“Fallback Rate (CORRA)” means the term-adjusted CORRA compounded-in-arrears plus the spread relating to CDOR, in each case, for the applicable index maturity provided by BISL, as the provider of term adjusted CORRA and the spread, on the Fallback Rate (CORRA) Screen (or by other means) or provided to, and published by, authorized distributors;

“Fallback Rate (CORRA) Screen” means the Bloomberg Screen corresponding to the Bloomberg ticker for the fallback for CDOR for the applicable index maturity accessed via the Bloomberg

 

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Screen <FBAK> <GO> Page (or, if applicable, accessed via the Bloomberg Screen <HP><GO>) or any other published source designated by Bloomberg Index Services Limited (or a successor provider as approved and/or appointed by ISDA from time to time);

“Index Cessation Effective Date” means, in respect of one or more Index Cessation Events, the first date on which CDOR is no longer provided. If CDOR ceases to be provided on the Relevant Original Fixing Date but it was provided at the time at which it is to be observed pursuant to the terms and provisions of the applicable series of CDOR notes, then the Index Cessation Effective Date will be the next day on which the rate would ordinarily have been published;

“Index Cessation Event” means:

 

(A)

a public statement or publication of information by or on behalf of the administrator of CDOR announcing that it has ceased or will cease to provide CDOR permanently or indefinitely, provided that, at the time of the statement or publication, there is no successor administrator that will continue to provide CDOR; or

 

(B)

a public statement or publication of information by the regulatory supervisor for the administrator of CDOR, the Bank of Canada, an insolvency official with jurisdiction over the administrator for CDOR, a resolution authority with jurisdiction over the administrator for CDOR or a court or an entity with similar insolvency or resolution authority over the administrator for CDOR, which states that the administrator of CDOR has ceased or will cease to provide CDOR permanently or indefinitely, provided that, at the time of the statement or publication, there is no successor administrator that will continue to provide CDOR;

“Relevant Original Fixing Date” means, unless otherwise agreed, the day on which CDOR would have been observed.

EURIBOR Notes

EURIBOR, for any interest determination date, will mean the rate for deposits in euro as sponsored, calculated, and published by the EMMI having the index maturity specified in the applicable supplement, as that rate appears on the Designated EURIBOR Page, as of 11:00 a.m., Brussels time on such interest determination date.

The following procedures will be followed if EURIBOR cannot be determined as described above:

 

•

If no offered rate appears on the Designated EURIBOR Page on an interest determination date at approximately 11:00 a.m., Brussels time, then the calculation agent will request four major banks in the Eurozone interbank market selected and identified by us to provide a quotation of the rate at which deposits in euro having the index maturity specified in the applicable supplement are offered to prime banks in the Eurozone interbank market, and in a principal amount not less than the equivalent of €1,000,000, that is representative of a single transaction in euro in that market at that time. If at least two quotations are provided, EURIBOR will be the average of those quotations.

 

•

If fewer than two quotations are provided, then the calculation agent will request four major banks in the Eurozone interbank market selected and identified by us to provide a quotation of the rate offered by them, at approximately 11:00 a.m., Brussels time, on the interest determination date, for loans in euro to prime banks in the Eurozone interbank market for a period of time equivalent to the index maturity specified in the applicable supplement

 

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commencing on the reset date to which such interest determination date relates and in a principal amount not less than the equivalent of €1,000,000, that is representative of a single transaction in euro in that market at that time. If at least three quotations are provided, EURIBOR will be the average of those quotations.

 

•

If three quotations are not provided, EURIBOR for that interest determination date will be equal to EURIBOR for the immediately preceding interest period or, if EURIBOR was not used as the base rate in the previous interest period, the most recent rate that could have been determined in accordance with the first paragraph of this EURIBOR Notes section.

Notwithstanding the foregoing, if we or our designee, after consulting with us, determines that a Non-USD Benchmark Transition Event and related Non-USD Benchmark Replacement Date have occurred prior to the applicable Non-USD Benchmark Reference Time in respect of any determination of EURIBOR on any date as described under “—Effect of a Non-USD Benchmark Transition Event and Related Non-USD Benchmark Replacement Date with Respect to EURIBOR or SONIA” below, then the Non-USD benchmark transition provisions set forth under such heading will thereafter apply to all determinations of the interest rate payable on the relevant notes. In accordance with the Non-USD benchmark transition provisions, after a Non-USD Benchmark Transition Event and related Non-USD Benchmark Replacement Date have occurred, the amount of interest that will be payable for each applicable interest period will be determined by reference to a per annum rate equal to the Non-USD Benchmark Replacement plus or minus the spread, or multiplied by the spread multiplier, as may be specified in the applicable supplement. Certain capitalized terms used in this paragraph have the meanings set forth under “—Effect of a Non-USD Benchmark Transition Event and Related Non-USD Benchmark Replacement Date with Respect to EURIBOR or SONIA.”

As used in the foregoing terms and provisions relating to the determination of EURIBOR:

“Designated EURIBOR Page” means the display on the page specified in the applicable supplement for the purpose of displaying the Eurozone interbank rates of major banks for the euro; provided, however, that if no such page is specified in the applicable supplement, the display on Reuters on the EURIBOR01 page (or any other page as may replace such page on such service) shall be used.

“Eurozone” means the region comprised of member states of the European Union that adopted the single currency in accordance with the Treaty establishing the European Community (signed in Rome on March 25, 1957), as amended by the Treaty on European Union (signed in Maastricht on February 7, 1992) and the Treaty of Amsterdam (signed in Amsterdam on October 2, 1997).

Federal Funds (Effective) Rate Notes

“Federal funds (effective) rate,” for any interest determination date, will be the rate for that date as displayed on the Reuters Screen Page FEDFUNDS1 (or any successor service or any other page that replaces that page on that service) under the heading “EFFECT” on that date. With respect to any interest determination date, if such rate is not displayed on Reuters Screen Page FEDFUNDS1 by 5:00 p.m., New York City time, on that date the federal funds (effective) rate for such interest determination date will be the federal funds (effective) rate for such interest determination date, as published on that date in H.15 Daily Update under the heading “Federal Funds (Effective).” If such rate is not published in H.15 Daily Update by 5:00 p.m., New York City time, on that date, the federal funds (effective) rate for such interest determination date will be the federal funds (effective) rate as published for the first preceding New York banking day for which the federal funds (effective) rate can be determined in accordance with the first sentence of this paragraph.

 

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As used in the foregoing terms and provisions relating to the determination of the federal funds (effective) rate:

“H.15 Daily Update” means the Selected Interest Rates (Daily)-H.15 release of the Board of Governors of the Federal Reserve System (the “Federal Reserve”), available at www.federalreserve.gov/releases/h15/update, or any successor site or publication.

“New York banking day” means a day of the work week other than a holiday observed by the FRBNY.

Prime Rate Notes

The “prime rate” for any interest determination date will be the prime rate or base lending rate on that date, as published in H.15 Daily Update by 5:00 p.m., New York City time, on the related calculation date, under the heading “Bank prime loan” (or in another recognized electronic source determined by us or our designee (after consulting with us)).

The following procedures will be followed if the prime rate cannot be determined as described above:

 

•

If the rate is not published in H.15 Daily Update by 5:00 p.m., New York City time, on the related calculation date, then the prime rate will be the rate as published in any other recognized electronic source used for the purpose of displaying the applicable rate, under the caption “Bank prime loan” (or in another recognized electronic source determined by us or our designee (after consulting with us)).

 

•

If the alternative rate described above is not published in another recognized electronic source by 5:00 p.m., New York City time, on the related calculation date, then the calculation agent will determine the prime rate to be the arithmetic mean of the rates of interest publicly announced by each bank that appears on Reuters page USPRIME1, as defined below, as that bank’s prime rate or base lending rate as in effect as of 11:00 a.m., New York City time, on that interest determination date.

 

•

If fewer than four rates appear on the Reuters page USPRIME1 for that interest determination date, by 5:00 p.m., New York City time, then the calculation agent will determine the prime rate to be the average of the prime rates or base lending rates furnished in New York City by three substitute banks or trust companies (all organized under the laws of the United States or any of its states and having total equity capital of at least $500,000,000) selected by us.

 

•

If the banks selected by us are not quoting as described above, the prime rate will remain the prime rate then in effect on the interest determination date.

As used in the foregoing terms and provisions relating to the determination of the Federal funds (effective) rate:

“H.15 Daily Update” means the Selected Interest Rates (Daily)-H.15 release of the Federal Reserve, available at www.federalreserve.gov/releases/h15/update, or any successor site or publication.

“Reuters page USPRIME1” means the display designated as page “USPRIME1” on Reuters for the purpose of displaying prime rates or base lending rates of major U.S. banks.

 

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Treasury (Auction) Rate Notes

The “treasury (auction) rate” for any interest determination date will be the rate from the auction held on such interest determination date, of direct obligations of the United States, referred to as “Treasury bills,” having the index maturity specified in the applicable supplement, as such rate appears under the caption “INVEST RATE” on Reuters (or any successor service) page USAUCTION10 or page USAUCTION11 (or any other page as may replace either such page on such service or as otherwise specified in the applicable supplement).

The following procedures will be followed in the order set forth below if the treasury (auction) rate cannot be determined as described above:

 

•

If the rate is not displayed on Reuters (or any successor service) by 5:00 p.m., New York City time, on the related calculation date, the treasury (auction) rate will be the bond equivalent yield, as defined below, of the auction rate of the applicable Treasury bills as of the applicable interest determination date, as announced by the U.S. Department of the Treasury.

 

•

If the alternative rate described in the bullet immediately above is not announced by the U.S. Department of the Treasury, the treasury (auction) rate will be the bond equivalent yield of the rate on the particular interest determination date of the applicable Treasury bills as published in H.15 Daily Update, or another recognized electronic source (as determined by us or our designee (after consulting with us)) used for the purpose of displaying the applicable rate, under the caption “U.S. government securities/Treasury bills/(secondary market).”

 

•

If the alternative rate described in the bullet immediately above is not published by 5:00 p.m., New York City time, on the related calculation date, the treasury (auction) rate will be the rate on the particular interest determination date calculated by the calculation agent as the bond equivalent yield of the arithmetic mean of the secondary market bid rates, as of approximately 3:30 p.m., New York City time, on that interest determination date, of three primary U.S. government securities dealers, which may include our affiliates selected by us or our designee, after consultation with us, for the issue of Treasury bills with a remaining maturity closest to the particular index maturity.

 

•

If the dealers selected by us or our designee are not quoting as described in the bullet immediately above, the treasury (auction) rate will be the treasury (auction) rate in effect on the particular interest determination date.

The bond equivalent yield will be calculated using the following formula:

 

Bond equivalent yield		=		D x N		x  100
				360 – (D x M)

where “D” refers to the applicable annual rate for Treasury bills quoted on a bank discount basis and expressed as a decimal, “N” refers to 365 or 366, as the case may be, and “M” refers to the actual number of days in the applicable interest period.

As used in the foregoing terms and provisions relating to the determination of the treasury (auction) rate:

“H.15 Daily Update” means the Selected Interest Rates (Daily)-H.15 release of the Federal Reserve, available at www.federalreserve.gov/releases/h15/update, or any successor site or publication.

 

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Compounded SOFR Notes (Other than Compounded SOFR Notes Using the Payment Delay Convention)

For a series of compounded SOFR notes not using the payment delay convention, compounded SOFR will be determined in accordance with an “observation period convention,” a “rate cut-off convention” or a “SOFR Index convention” in accordance with the terms and provisions applicable to such convention as set forth below. The applicable supplement relating to a series of compounded SOFR notes will specify whether the “observation period convention,” the “rate cut-off convention” or the “SOFR Index convention” applies to such compounded SOFR notes.

The calculation agent will determine compounded SOFR, the interest rate and accrued interest for each interest period in arrears as soon as reasonably practicable on or after the last day of the applicable observation period, and in any event on or prior to the business day immediately preceding the relevant interest payment date, and will notify us of compounded SOFR and such interest rate and accrued interest for each interest period as soon as reasonably practicable after such determination, but in any event by the business day immediately prior to the interest payment date.

With respect to a series of compounded SOFR notes using the “observation period convention,” the “rate cut-off convention” or the “SOFR Index convention,” the following terms will have the meanings set forth below:

“observation period” means, in respect of each interest period, the period from, and including, the date that is two U.S. government securities business days (or such other number of U.S. government securities business days as we may specify in the applicable supplement) preceding the first date in such interest period to, but excluding, the date that is two U.S. government securities business days (or such other number of U.S. government securities business days as we may specify in the applicable supplement) preceding the interest payment date for such interest period.

“SOFR” means, with respect to any U.S. government securities business day prior to a USD Benchmark Replacement Date:

 

(1)

the Secured Overnight Financing Rate published for such U.S. government securities business day as such rate appears on the SOFR Administrator’s Website at 3:00 p.m., New York City time, on the immediately following U.S. government securities business day; or

 

(2)

if the rate specified in (1) above does not so appear, the Secured Overnight Financing Rate as published in respect of the first preceding U.S. government securities business day for which the Secured Overnight Financing Rate was published on the SOFR Administrator’s Website.

Notwithstanding the foregoing, if we or our designee, after consulting with us, determines that a USD Benchmark Transition Event and related USD Benchmark Replacement Date have occurred prior to the applicable USD Benchmark Reference Time in respect of any determination of SOFR on any date as described under “—Effect of a USD Benchmark Transition Event and Related USD Benchmark Replacement Date with Respect to SOFR” below, then the USD benchmark transition provisions set forth under such heading will thereafter apply to all determinations of the interest rate payable on the relevant notes. In accordance with the USD benchmark transition provisions, after a USD Benchmark Transition Event and related USD Benchmark Replacement Date have occurred, the amount of interest that will be payable for each applicable interest period will be determined by reference to a per annum rate equal to the USD Benchmark Replacement plus or minus the spread, or multiplied by the spread multiplier, as may be specified in the applicable

 

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supplement. Certain capitalized terms used in this paragraph have the meanings set forth under “—Effect of a USD Benchmark Transition Event and Related USD Benchmark Replacement Date with Respect to SOFR.”

“SOFR Administrator” means the FRBNY (or a successor administrator of the Secured Overnight Financing Rate).

“SOFR Administrator’s Website” means the website of the FRBNY, or any successor source. The information contained on such website is not part of this prospectus supplement and is not incorporated in this prospectus supplement by reference.

Observation Period Convention

If the applicable supplement for a series of compounded SOFR notes specifies that the “observation period convention” applies, then “compounded SOFR” means, for each applicable interest period, a rate calculated in accordance with the formula set forth below with respect to the observation period relating to such interest period:

 

 

where:

“d₀”, for any observation period, is the number of U.S. government securities business days in such observation period;

“i”, for such observation period, is a series of whole numbers from one to d₀, each representing the relevant U.S. government securities business days in chronological order from, and including, the first U.S. government securities business day in such observation period;

“SOFR_i” for any U.S. government securities business day “i” in such observation period, is equal to SOFR in respect of that day, determined by the calculation agent;

“n_i” for U.S. government securities business day “i” in such observation period, is the number of calendar days from, and including, such U.S. government securities business day “i” to, but excluding, the following U.S. government securities business day; and

“d”, for such observation period, is the number of calendar days in such observation period.

Rate Cut-Off Convention

If the applicable supplement for a series of compounded SOFR notes specifies that the “rate cut-off convention” applies, then “compounded SOFR” means, for each applicable interest period, a rate calculated in accordance with the formula set forth below. For purposes of calculating compounded SOFR in accordance with such formula with respect to any interest period for an applicable series of compounded SOFR notes, SOFR for each U.S. government securities business day in the period from, and including, the rate cut-off date to, but excluding, the interest payment date in respect of such interest period (or, in the case of the final interest period, the maturity date or redemption date, as applicable), will be SOFR in respect of such rate cut-off date. With respect to each applicable interest period, the “rate cut-off date” will be the fifth U.S. government securities business day (or such other number of U.S. government securities business days as we may specify

 

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in the applicable supplement) prior to the interest payment date in respect of such interest period (or, in the case of the final interest period, the maturity date or redemption date, as applicable).

 

 

where:

“d₀”, for any interest period, is the number of U.S. government securities business days in such interest period;

“i” is a series of whole numbers from one to d₀, each representing the relevant U.S. government securities business days in chronological order from, and including, the first U.S. government securities business day in such interest period;

“SOFR_i” for any U.S. government securities business day “i” in such interest period, is equal to SOFR in respect of that day, determined by the calculation agent; provided that, for purposes of calculating compounded SOFR with respect to any interest period, SOFR for each U.S. government securities business day in the period from, and including, the rate cut-off date to, but excluding, the interest payment date in respect of such interest period (or, in the case of the final interest period, the maturity date or redemption date, as applicable), will be SOFR in respect of such rate cut-off date;

“n_i” for U.S. government securities business day “i” in such interest period, is the number of calendar days from, and including, such U.S. government securities business day “i” to, but excluding, the following U.S. government securities business day; and

“d” is the number of calendar days in such interest period.

SOFR Index Convention

If the applicable supplement for a series of compounded SOFR notes specifies that the “SOFR Index convention” applies, then “compounded SOFR” means, for each applicable interest period, a rate calculated in accordance with the formula set forth below with respect to the observation period relating to such interest period:

 

where:

“SOFR Index_End” is the SOFR Index value for the day which is two U.S. government securities business days (or such other number of U.S. government securities business days as we may specify in the applicable supplement) preceding the interest payment date relating to such interest period;

“SOFR Index_Start” is the SOFR Index value for the day which is two U.S. government securities business days (or such other number of U.S. government securities business days as we may specify in the applicable supplement) preceding the first day of the relevant interest period;

 

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“d” is the number of calendar days in the applicable observation period;

“SOFR” means the daily Secured Overnight Financing Rate as provided by the SOFR Administrator on the SOFR Administrator’s Website; and

“SOFR Index,” with respect to any U.S. Government Securities Business Day, means:

 

(1)

the SOFR Index value as published by the SOFR Administrator as such index appears on the SOFR Administrator’s Website at 3:00 p.m., New York City time, on such U.S. government securities business day (the “SOFR Index Determination Time”); or

 

(2)

if a SOFR Index value specified in (1) above does not so appear at the SOFR Index Determination Time, then:

 

(i)

if a USD Benchmark Transition Event and its related USD Benchmark Replacement Date have not occurred with respect to SOFR, then compounded SOFR shall be the rate determined pursuant to the “SOFR Index Unavailability” provisions below; or

 

(ii)

if a USD Benchmark Transition Event and its related USD Benchmark Replacement Date have occurred with respect to SOFR, then compounded SOFR shall be the rate determined in accordance with the terms and provisions set forth under “—Effect of a USD Benchmark Transition Event and Related USD Benchmark Replacement Date with Respect to SOFR” below.

SOFR Index Unavailability Provisions – If SOFR Index_Start or SOFR Index_End is not published or otherwise is not available on the relevant interest determination date and a USD Benchmark Transition Event and its related USD Benchmark Replacement Date have not occurred with respect to SOFR, “compounded SOFR” will mean, for the applicable interest period for which such index is not available, the rate of return on a daily compounded interest investment calculated in accordance with the formula set forth above under “—Observation Period Convention” as if the applicable supplement had specified “observation period convention” to be applicable to the notes, rather than “SOFR Index convention.”

Compounded SONIA Notes (Other than Compounded SONIA Notes Using the Payment Delay Convention)

For a series of compounded SONIA notes not using the payment delay convention, compounded SONIA will be determined in accordance with an “observation period convention,” “lookback convention” or “SONIA Compounded Index convention” in accordance with the terms and provisions applicable to such convention as set forth below. The applicable supplement relating to a series of compounded SONIA notes will specify whether the “observation period convention,” “lookback convention” or “SONIA Compounded Index convention” applies to such compounded SONIA notes.

The calculation agent will determine compounded SONIA, the interest rate and accrued interest for each interest period in arrears as soon as reasonably practicable on or after (a) the last day of the applicable observation period (if “observation period convention” or “SONIA Compounded Index convention” has been specified in the applicable supplement) or (b) the date falling “p” London banking days prior to the final London banking day in an applicable interest period (if “lookback convention” has been specified in the applicable supplement), and in any event on or prior to the business day immediately preceding the relevant interest payment date, and will notify us of compounded SONIA and such interest rate and accrued interest for each interest period as soon as reasonably practicable after such determination, but in any event by the business day immediately prior to the relevant interest payment date.

 

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With respect to a series of compounded SONIA notes using the “observation period convention,” the “lookback convention” or the “SONIA Compounded Index convention,” the following terms will have the meanings set forth below:

“observation period” means, in respect of each interest period, the period from, and including, the date that is five London banking days (or such other number of London banking days as we may specify in the applicable supplement) preceding the first date in such interest period to, but excluding, the date that is five London banking days (or such other number of London banking days as we may specify in the applicable supplement) preceding the interest payment date for such interest period; and

“SONIA” means, in relation to any London banking day, the daily Sterling Overnight Index Average rate for such London banking day as provided by the administrator of SONIA to authorized distributors and as then published on the SONIA Screen Page or, if the SONIA Screen Page is unavailable, as otherwise published by such authorized distributors in each case at 12:00 p.m., London time, on the London banking day immediately following such London banking day; provided that if, in respect of any London banking day, the calculation agent determines that the SONIA rate is not available on the SONIA Screen Page or has not otherwise been published by the relevant authorized distributors, such SONIA rate shall be:

 

(1)

(i) the BoE’s Bank Rate (the “Bank Rate”) prevailing at 5:00 p.m., London time, (or, if earlier, close of business) on the relevant London banking day; plus (ii) the mean of the spread of the SONIA rate to the Bank Rate over the previous five days on which a SONIA rate has been published, excluding the highest spread (or, if there is more than one highest spread, one only of those highest spreads) and lowest spread (or, if there is more than one lowest spread, one only of those lowest spreads); or

 

(2)

if the Bank Rate is not published by the BoE at 5:00 p.m., London time (or, if earlier, close of business) on the relevant London banking day, the SONIA rate published on the SONIA Screen Page (or otherwise published by the relevant authorized distributors) for the first preceding London banking day on which the SONIA rate was published on the SONIA Screen Page (or otherwise published by the relevant authorized distributors).

Notwithstanding the foregoing, if we or our designee, after consulting with us, determines that a Non-USD Benchmark Transition Event and related Non-USD Benchmark Replacement Date have occurred prior to the applicable Non-USD Benchmark Reference Time in respect of any determination of SONIA on any date as described under “—Effect of a Non-USD Benchmark Transition Event and Related Non-USD Benchmark Replacement Date with Respect to EURIBOR or SONIA” below, then the Non-USD benchmark transition provisions set forth under such heading will thereafter apply to all determinations of the interest rate payable on the relevant notes. In accordance with the Non-USD benchmark transition provisions, after a Non-USD Benchmark Transition Event and related Non-USD Benchmark Replacement Date have occurred, the amount of interest that will be payable for each applicable interest period will be determined by reference to a per annum rate equal to the Non-USD Benchmark Replacement plus or minus the spread, or multiplied by the spread multiplier, as may be specified in the applicable supplement. Certain capitalized terms used in this paragraph have the meanings set forth under “—Effect of a Non-USD Benchmark Transition Event and Related Non-USD Benchmark Replacement Date with Respect to EURIBOR or SONIA.”

Notwithstanding the foregoing provisions, in the event the BoE publishes guidance as to (i) how SONIA is to be determined or (ii) any rate of interest that is to replace the SONIA rate, the calculation agent shall, in consultation with us, follow such guidance in order to determine the SONIA rate for so long as the SONIA rate is not available or has not been published by the authorized distributors.

 

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“SONIA Screen Page” means Reuters Screen SONIA Page or such other page, section or other part as may replace it as may be nominated by the person providing or sponsoring the information appearing there for the purpose of displaying rates or prices comparable to SONIA.

Observation Period Convention

If the applicable supplement for a series of compounded SONIA notes specifies that the “observation period convention” applies, then “compounded SONIA” means, for each applicable interest period, a rate calculated in accordance with the formula set forth below with respect to the observation period relating to such interest period:

 

where:

“d₀”, for any observation period, is the number of London banking days in such observation period;

“i”, for such observation period, is a series of whole numbers from one to d₀, each representing the relevant London banking days in chronological order from, and including, the first London banking day in such observation period;

“SONIA_i” means, in relation to any London banking day “i” in such observation period, SONIA in respect of that day, determined by the calculation agent;

“n_i” means, in relation to any London banking day “i” in such observation period, the number of calendar days from, and including, such London banking day “i” to, but excluding, the next following London banking day; and

“d”, for such observation period, is the number of calendar days in such observation period.

Lookback Convention

If the applicable supplement for a series of compounded SONIA notes specifies that the “lookback convention” applies, then “compounded SONIA” means, for each applicable interest period, a rate calculated in accordance with the formula set forth below:

 

where:

“d₀”, for any interest period, is the number of London banking days in such interest period;

“i”, for such interest period, is a series of whole numbers from one to d₀, each representing the relevant London banking days in chronological order from, and including, the first London banking day in such interest period;

 

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“SONIA_i-pLBD” means, in relation to any London banking day “i” in such interest period, SONIA in respect of the London banking day falling “p” London banking days prior to such London banking day “i”, determined by the calculation agent;

“n_i” means, in relation to any London banking day “i” in such interest period, the number of calendar days from, and including, such London banking day “i” to, but excluding, the next following London banking day;

“d”, for such interest period, is the number of calendar days in such interest period; and

“p” means the number of London banking days specified in the applicable supplement (or, if no such number is specified, five London banking days).

SONIA Compounded Index Convention

If the applicable supplement for a series of compounded SONIA notes specifies that the “SONIA Compounded Index convention” applies, then “compounded SONIA” means, for each applicable interest period, a rate calculated in accordance with the formula set forth below with respect to the observation period relating to such interest period:

 

where:

“SONIA Compounded Index_End” is the SONIA Compounded Index value for the day which is five London banking days (or such other number of London banking days as we may specify in the applicable supplement) preceding the interest payment date relating to such interest period;

“SONIA Compounded Index_Start” is the SONIA Compounded Index value for the day which is five London banking days (or such other number of London banking days as we may specify in the applicable supplement) preceding the first day of the relevant interest period; and

“d” is the number of calendar days in the applicable observation period.

“SONIA Compounded Index” means, with respect to any London banking day, the SONIA Compounded Index value as published at 10:00 a.m., London time, by the BoE (or a successor administrator thereof), on the BoE’s Interactive Statistical Database, or any successor source, on such London banking day. If SONIA Compounded Index_Start or SONIA Compounded Index_End is not published or otherwise is not available on the relevant interest determination date, “compounded SONIA” will mean, for the applicable interest period for which such index is not available, the rate of return on a daily compounded interest investment calculated in accordance with the formula set forth above under “—Observation Period Convention” as if the applicable supplement had specified “observation period convention” to be applicable to the notes, rather than “SONIA Compounded Index convention.”

Compounded CORRA Notes (Other than Compounded CORRA Notes Using the Payment Delay Convention)

With respect to a series of compounded CORRA notes not using the payment delay convention, the calculation agent will determine “compounded CORRA” for each applicable interest period in accordance with the formula set forth below, and with respect to the observation period relating to

 

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such interest period. Compounded CORRA, the interest rate and accrued interest for each interest period will be determined by the calculation agent in arrears as soon as reasonably practicable on or after the last day of the applicable observation period, and in any event on or prior to the business day immediately preceding the relevant interest payment date. The calculation agent will notify us of compounded CORRA and such interest rate and accrued interest for each interest period as soon as reasonably practicable after such determination, but in any event by the business day immediately prior to the relevant interest payment date.

 

where:

“d₀”, for any observation period, is the number of Toronto banking days in such observation period;

“i”, for such observation period, is a series of whole numbers from one to d₀, each representing the relevant Toronto banking days in chronological order from, and including, the first Toronto banking day in such observation period;

“CORRA_i” means, in respect of any Toronto banking day “i” in such observation period, CORRA in respect of that day, determined by the calculation agent;

“n_i” for Toronto banking day “i” in such observation period, is the number of calendar days from, and including, such Toronto banking day “i” to, but excluding, the following Toronto banking day; and

“d” is the number of calendar days in such observation period.

For purposes of the foregoing terms and provisions, the following terms have the meanings set forth below:

“observation period” means, in respect of each interest period, the period from, and including, the date that is two Toronto banking days (or such other number of Toronto banking days as we may specify in the applicable supplement) preceding the first date in such interest period to, but excluding, the date that is two Toronto banking days (or such other number of Toronto banking days as we may specify in the applicable supplement) preceding the interest payment date for such interest period.

“CORRA” means, in respect of any Toronto banking day:

 

(1)

a reference rate equal to the daily Canada Overnight Repo Rate Average for such Toronto banking day as provided by the Bank of Canada (or any successor administrator of such rate) as administrator of CORRA to authorized distributors and as then published on the Bank of Canada’s website, or any successor website designated by the Bank of Canada or any successor administrator, at any time the Bank of Canada (or such successor administrator) is administrator of CORRA, or such other source or page as is specified in the applicable supplement or, if the Bank of Canada’s website or such other source or page as is specified in the applicable supplement, as applicable, is unavailable, as otherwise published by such authorized distributors (in each case, at approximately 11:00 a.m., Toronto time (or such other time as is specified in the applicable supplement), on the Toronto banking day immediately following such Toronto banking day); or

 

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(2)

if, in respect of any applicable Toronto banking day, the calculation agent determines that CORRA is not available in accordance with (1) above or has not otherwise been published by the relevant authorized distributors, the calculation agent will determine CORRA for such applicable Toronto banking day as being CORRA in respect of the most recent Toronto banking day for which CORRA was published in accordance with (1) above or as otherwise published by the relevant authorized distributors.

Notwithstanding the foregoing, upon the occurrence of an Index Cessation Event, the terms and provisions set forth in (i) and (ii) below will apply, in the order set forth below, with respect to an applicable series of compounded CORRA notes. In addition, in connection with the implementation of an Applicable Fallback Rate, we or our designee (after consulting with us) may make such changes or adjustments to (1) the Applicable Fallback Rate or the applicable fallback spread, (2) any observation period, interest payment date, other relevant date, business day convention or interest period, (3) the manner, timing and frequency of determining rates and amounts of interest that are payable on the compounded CORRA notes and the conventions relating to such determination, (4) the timing and frequency of making payments of interest, (5) rounding conventions, (6) tenors, and (7) any other terms or provisions of the relevant series of compounded CORRA notes and related definitions, in each case that we or our designee (after consulting with us) determines, from time to time, and notifies to the calculation agent, are consistent with accepted market practice or applicable regulatory or legislative action or guidance for the use of such Applicable Fallback Rate for debt obligations comparable to the relevant series of compounded CORRA notes in such circumstances.

 

(i)

Index Cessation Effective Date with respect to CORRA. If an Index Cessation Effective Date occurs with respect to CORRA, then the base rate for an applicable interest period in respect of which the final day of the related observation period occurs on or after the Index Cessation Effective Date with respect to CORRA will be the CAD Recommended Rate plus a fallback spread (which may be positive or negative or zero). If there is a CAD Recommended Rate before the end of the first Toronto Banking Day following the Index Cessation Effective Date with respect to CORRA but neither the administrator nor authorized distributors provide or publish the CAD Recommended Rate and an Index Cessation Effective Date with respect to it has not occurred, then, in respect of any day for which the CAD Recommended Rate is required, references to the CAD Recommended Rate will be deemed to be references to the last provided or published CAD Recommended Rate.

 

(ii)

No CAD Recommended Rate or Index Cessation Effective Date with respect to CAD Recommended Rate. If there is no CAD Recommended Rate before the end of the first Toronto Banking Day following the Index Cessation Effective Date with respect to CORRA, or there is a CAD Recommended Rate and an Index Cessation Effective Date subsequently occurs with respect to such CAD Recommended Rate, then the base rate for an applicable interest period in respect of which the final day of the related observation period occurs on or after the Index Cessation Effective Date with respect to CORRA or the Index Cessation Effective Date with respect to the CAD Recommended Rate, as applicable, will be Bank of Canada’s Target for the Overnight Rate as set by the Bank of Canada and published on the Bank of Canada’s website (the “BOC Target Rate”) plus a fallback spread (which may be positive or negative or zero). If neither the administrator nor authorized distributors provide or publish the BOC Target Rate, then, in respect of any day for which the BOC Target Rate is required, references to the BOC Target Rate will be deemed to be references to the last provided or published BOC Target Rate.

 

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As used in the foregoing terms and provisions relating to the determination of CORRA:

“Applicable Fallback Rate” means the CAD Recommended Rate, or the BOC Target Rate, as applicable;

“CAD Recommended Rate” means the rate (inclusive of any spreads or adjustments) recommended as the replacement for CORRA by a committee officially endorsed or convened by the Bank of Canada for the purpose of recommending a replacement for CORRA (which rate may be produced by the Bank of Canada or another administrator) and as provided by the administrator of that rate or, if that rate is not provided by the administrator thereof (or a successor administrator), published by an authorized distributor;

“Index Cessation Effective Date” means, in respect of an Index Cessation Event, the first date on which CORRA or the Applicable Fallback Rate, as applicable, is no longer provided. If CORRA or the Applicable Fallback Rate, as applicable, ceases to be provided on the same day that it is required to determine the base rate for an interest period pursuant to the terms of an applicable series of compounded CORRA notes but it was provided at the time at which it is to be observed pursuant to the terms and provisions of such series of compounded CORRA notes (or, if no such time is specified in the terms and provisions of such series, at the time at which it is ordinarily published), then the Index Cessation Effective Date will be the next day on which the rate would ordinarily have been published;

“Index Cessation Event” means:

 

(A)

a public statement or publication of information by or on behalf of the administrator or provider of CORRA or the Applicable Fallback Rate, as applicable, announcing that it has ceased or will cease to provide CORRA or the Applicable Fallback Rate, as applicable, permanently or indefinitely, provided that, at the time of the statement or publication, there is no successor administrator or provider that will continue to provide CORRA or the Applicable Fallback Rate, as applicable; or

 

(B)

a public statement or publication of information by the regulatory supervisor for the administrator or provider of CORRA or the Applicable Fallback Rate, as applicable,, the Bank of Canada, an insolvency official with jurisdiction over the administrator or provider for CORRA or the Applicable Fallback Rate, as applicable,, a resolution authority with jurisdiction over the administrator or provider for CORRA or the Applicable Fallback Rate, as applicable, or a court or an entity with similar insolvency or resolution authority over the administrator or provider for CORRA or the Applicable Fallback Rate, as applicable,, which states that the administrator or provider of CORRA or the Applicable Fallback Rate, as applicable, has ceased or will cease to provide CORRA or the Applicable Fallback Rate, as applicable, permanently or indefinitely, provided that, at the time of the statement or publication, there is no successor administrator or provider that will continue to provide CORRA or the Applicable Fallback Rate, as applicable.

Simple Average SOFR Notes

“Simple average SOFR” means, for each applicable interest period, a rate equal to the sum of the daily base rate for each calendar day in such interest period divided by the number of calendar days in such interest period, calculated in accordance with the terms and provisions set forth below.

Subject to the provisions below relating to a “rate lookback” or “rate cut-off date,” as applicable, the “daily base rate” with respect to each calendar day in a relevant interest period will be SOFR in

 

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respect of such day; provided that for any calendar day in an interest period that is not a U.S. government securities business day, SOFR in respect of such calendar day will be SOFR for the U.S. government securities business day in such interest period immediately preceding such calendar day.

If the applicable supplement specifies that a “rate lookback” applies, then, notwithstanding the terms and provisions set forth in the preceding paragraph: (i) the “daily base rate” with respect to each U.S. government securities business day in a relevant interest period will be SOFR in respect of the U.S. government securities business day falling two U.S. government securities business days (or such other number of U.S. government securities business days as may be specified in the applicable supplement) prior to such U.S. government securities business day (such number of days, the “lookback period”); and (ii) the “daily base rate” with respect to each calendar day in a relevant interest period that is not a U.S. government securities business day will be equal to the daily base rate in effect for the immediately preceding U.S. government securities business day.

If the applicable supplement specifies that a “rate cut-off date” applies then, notwithstanding the terms and provisions set forth in the second preceding paragraph, for each calendar day in an interest period falling after the rate cut-off date for such interest period, the “daily base rate” for each such calendar day will be SOFR in respect of such rate cut-off date. Unless we specify otherwise in the applicable supplement, the “rate cut-off date” for an interest period, if applicable, will be the second U.S. government securities business day (or such other number of U.S. government securities business days as we may specify in the applicable supplement) prior to the interest payment date for such interest period.

The calculation agent will determine simple average SOFR, the interest rate and accrued interest for each interest period in arrears as soon as reasonably practicable prior to the relevant interest payment date and will notify us of simple average SOFR and such interest rate and accrued interest for each interest period as soon as reasonably practicable after such determination, but in any event by the business day immediately prior to the interest payment date.

For purposes of the foregoing terms and provisions, the following terms have the meanings set forth below:

“SOFR” means, with respect to any U.S. government securities business day prior to a Benchmark Replacement Date:

 

(1)

the Secured Overnight Financing Rate published for such U.S. government securities business day as such rate appears on the SOFR Administrator’s Website at 3:00 p.m., New York City time, on the immediately following U.S. government securities business day; or

 

(2)

if the rate specified in (1) above does not so appear, the Secured Overnight Financing Rate as published in respect of the first preceding U.S. government securities business day for which the Secured Overnight Financing Rate was published on the SOFR Administrator’s Website.

Notwithstanding the foregoing, if we or our designee, after consulting with us, determines that a USD Benchmark Transition Event and related USD Benchmark Replacement Date have occurred prior to the applicable USD Benchmark Reference Time in respect of any determination of SOFR on any date as described under “—Effect of a USD Benchmark Transition Event and Related USD Benchmark Replacement Date with Respect to SOFR” below, then the USD benchmark transition provisions set forth under such heading will thereafter apply to all determinations of the interest rate payable on the relevant notes. In accordance with the USD benchmark transition provisions,

 

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after a USD Benchmark Transition Event and related USD Benchmark Replacement Date have occurred, the amount of interest that will be payable for each applicable interest period will be determined by reference to a per annum rate equal to the USD Benchmark Replacement plus or minus the spread, or multiplied by the spread multiplier, as may be specified in the applicable supplement. Certain capitalized terms used in this paragraph have the meanings set forth under “—Effect of a USD Benchmark Transition Event and Related USD Benchmark Replacement Date with Respect to SOFR.”

“SOFR Administrator” means the FRBNY (or a successor administrator of the Secured Overnight Financing Rate).

“SOFR Administrator’s Website” means the website of the FRBNY, or any successor source. The information contained on such website is not part of this prospectus supplement and is not incorporated in this prospectus supplement by reference.

Simple Average SONIA Notes

“Simple average SONIA” means, for each applicable interest period, a rate equal to the sum of the daily base rate for each calendar day in such interest period divided by the number of calendar days in such interest period, calculated in accordance with the terms and provisions set forth below.

Subject to the provisions below relating to “rate lookback” or “rate cut-off date,” as applicable, the “daily base rate” with respect to each calendar day in a relevant interest period will be SONIA in respect of such day; provided that for any calendar day in an interest period that is not a London banking day, SONIA in respect of such calendar day will be SONIA for the London banking day in such interest period immediately preceding such calendar day.

If the applicable supplement specifies that a “rate lookback” applies, then, notwithstanding the terms and provisions set forth in the preceding paragraph: (i) the “daily base rate” with respect to each London banking day in a relevant interest period will be SONIA in respect of the London banking day falling five London banking days (or such other number of London banking days as may be specified in the applicable supplement) prior to such London banking day (such number of days, the “lookback period”); and (ii) the “daily base rate” with respect to each calendar day in a relevant interest period that is not a London banking day will be equal to the daily base rate in effect for the immediately preceding London banking day.

If the applicable supplement specifies that a “rate cut-off date” applies then, notwithstanding the terms and provisions set forth in the second preceding paragraph, for each calendar day in an interest period falling after the rate cut-off date for such interest period, the “daily base rate” for each such calendar day will be SONIA in respect of such rate cut-off date. Unless we specify otherwise in the applicable supplement, the “rate cut-off date” for an interest period, if applicable, will be the five London banking days (or such other number of London banking days as we may specify in the applicable supplement) prior to the interest payment date for such interest period.

The calculation agent will determine simple average SONIA, the interest rate and accrued interest for each interest period in arrears as soon as reasonably practicable prior to the relevant interest payment date and will notify us of simple average SONIA and such interest rate and accrued interest for each interest period as soon as reasonably practicable after such determination, but in any event by the London banking day immediately prior to the interest payment date.

 

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For purposes of the foregoing terms and provisions, the following terms have the meanings set forth below:

“SONIA” means, in relation to any London banking day, the daily Sterling Overnight Index Average rate for such London banking day as provided by the administrator of SONIA to authorized distributors and as then published on the SONIA Screen Page or, if the SONIA Screen Page is unavailable, as otherwise published by such authorized distributors in each case at 12:00 p.m., London time, on the London banking day immediately following such London banking day; provided that if, in respect of any London banking day, the calculation agent determines that the SONIA rate is not available on the SONIA Screen Page or has not otherwise been published by the relevant authorized distributors, such SONIA rate shall be:

 

(1)

(i) the BoE’s Bank Rate (the “Bank Rate”) prevailing at 5:00 p.m., London time, or, if earlier, close of business, on the relevant London banking day; plus (ii) the mean of the spread of the SONIA rate to the Bank Rate over the previous five days on which a SONIA rate has been published, excluding the highest spread (or, if there is more than one highest spread, one only of those highest spreads) and lowest spread (or, if there is more than one lowest spread, one only of those lowest spreads); or

 

(2)

if the Bank Rate is not published by the BoE at 5:00 p.m., London time, (or, if earlier, close of business) on the relevant London banking day, the SONIA rate published on the SONIA Screen Page (or otherwise published by the relevant authorized distributors) for the first preceding London banking day on which the SONIA rate was published on the SONIA Screen Page (or otherwise published by the relevant authorized distributors).

Notwithstanding the foregoing, if we or our designee, after consulting with us, determines that a Non-USD Benchmark Transition Event and related Non-USD Benchmark Replacement Date have occurred prior to the applicable Non-USD Benchmark Reference Time in respect of any determination of SONIA on any date as described under “—Effect of a Non-USD Benchmark Transition Event and Related Non-USD Benchmark Replacement Date with Respect to EURIBOR or SONIA” below, then the Non-USD benchmark transition provisions set forth under such heading will thereafter apply to all determinations of the interest rate payable on the relevant notes. In accordance with the Non-USD benchmark transition provisions, after a Non-USD Benchmark Transition Event and related Non-USD Benchmark Replacement Date have occurred, the amount of interest that will be payable for each applicable interest period will be determined by reference to a per annum rate equal to the Non-USD Benchmark Replacement plus or minus the spread, or multiplied by the spread multiplier, as may be specified in the applicable supplement. Certain capitalized terms used in this paragraph have the meanings set forth under “—Effect of a Non-USD Benchmark Transition Event and Related Non-USD Benchmark Replacement Date with Respect to EURIBOR or SONIA.”

Notwithstanding the foregoing provisions, in the event the BoE publishes guidance as to (i) how SONIA is to be determined or (ii) any rate of interest that is to replace the SONIA rate, the calculation agent shall, in consultation with us, follow such guidance in order to determine the SONIA rate for so long as the SONIA rate is not available or has not been published by the authorized distributors.

“SONIA Screen Page” means Reuters Screen SONIA Page or such other page, section or other part as may replace it as may be nominated by the person providing or sponsoring the information appearing there for the purpose of displaying rates or prices comparable to SONIA.

 

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Calculation of Interest Amounts for Floating-Rate Notes

The amount of accrued interest on a floating-rate note for an interest period is calculated by multiplying the principal amount of such note by an accrued interest factor. This accrued interest factor will be determined by multiplying the per annum floating interest rate determined by reference to the applicable base rate, as determined for the applicable interest period, by a factor resulting from the day count convention that applies with respect to such determination. The factor resulting from the day count convention will be, if so specified in the applicable supplement, one of the following, or may be any other convention set forth in the applicable supplement:

 

•

a factor based on a 360-day year of twelve 30-day months if the day count convention specified in the applicable supplement is “30/360”;

 

•

a factor equal to the actual number of days in the relevant period divided by 360 if the day count convention specified in the applicable supplement is “Actual/360”;

 

•

a factor equal to the actual number of days in the relevant period divided by 365, or if any portion of that relevant period falls in a leap year, the sum of (A) the actual number of days in that portion of the relevant period falling in a leap year divided by 366 and (B) the actual number of days in that portion of the relevant period falling in a non-leap year divided by 365, if the day count convention specified in the applicable supplement is “Actual/Actual”; or

 

•

a factor equal to the actual number of days in the relevant period divided by 365, if the day count convention specified in the applicable supplement is “Actual/365 (Fixed).”

If no day count convention is specified in the applicable supplement, the accrued interest factor will be as follows:

 

•

for BBSW notes, CDOR notes and compounded CORRA notes, the factor will be equal to the actual number of days in the relevant period divided by 365;

 

•

for treasury (auction) rate notes, compounded SONIA notes and simple average SONIA notes, the factor will be equal to the actual number of days in the relevant period divided by 365 (or, if any portion of such relevant period falls in a leap year, the sum of (a) the actual number of days in that portion of such relevant period falling in a leap year, divided by 366 and (b) the actual number of days in that portion of such relevant period falling in a non-leap year, divided by 365); and

 

•

for EURIBOR notes, federal funds (effective) rate notes, prime rate notes, compounded SOFR notes and simple average SOFR notes and any other floating-rate notes other than the types of notes specified in this bulleted list, the factor will be equal to the actual number of days in the relevant period divided by 360.

On or before the relevant “calculation date,” the calculation agent will calculate the amount of interest that has accrued during each interest period in accordance with the provisions set forth above. For any series of notes for which the specified base rate is an In Arrears Base Rate, the calculation date pertaining to an applicable interest payment date will be the business day immediately preceding such interest payment date (including, if applicable, the maturity date or the date of earlier redemption or prepayment, as the case may be). For any series of notes for which the specified base rate is an In Advance Base Rate, the calculation date pertaining to an interest payment date will be the earlier of:

 

•

the tenth calendar day after the applicable interest determination date for the interest period to which such interest payment date relates or, if that day is not a business day, the next succeeding business day; or

 

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•

the business day immediately preceding such interest payment date, the maturity date, or the date of redemption or prepayment, as the case may be.

All amounts resulting from any calculation on floating-rate notes will be rounded to the nearest cent, in the case of U.S. dollars, or to the nearest corresponding hundredth of a unit, in the case of a currency other than U.S. dollars, with one-half cent or one-half of a corresponding hundredth of a unit or more being rounded upward. All percentages resulting from any calculation with respect to a floating-rate note will be rounded, if necessary, to the nearest one hundred-thousandth of a percent, with five one-millionths of a percentage point rounded upwards, e.g., 9.876545% (or .09876545) being rounded to 9.87655% (or .0987655).

The interest rate on a note may not be higher than the maximum rate permitted by New York law, as that rate may be modified by U.S. law of general application. Under current New York law, the maximum rate of interest, subject to some exceptions, for any loan in an amount less than $250,000 is 16% and for any loan in the amount of $250,000 or more but less than $2,500,000 is 25% per annum on a simple interest basis. These limits do not apply to loans of $2,500,000 or more to any one borrower.

At the request of a holder of any BBSW note, CDOR note, EURIBOR note, federal funds (effective) rate note, prime rate note or treasury (auction) rate note, the calculation agent will provide the interest rate then in effect for that floating-rate note and, if already determined, the interest rate that is to take effect on the next interest reset date.

At the request of a holder of any compounded SOFR note, compounded SONIA note, compounded CORRA note, simple average SOFR note or simple average SONIA note, the calculation agent will provide compounded SOFR, compounded SONIA, compounded CORRA, simple average SOFR or simple average SONIA, as applicable, the interest rate and the amount of interest accrued with respect to any interest period for such note, after compounded SOFR, compounded SONIA, compounded CORRA, simple average SOFR or simple average SONIA, as applicable, and such interest rate and accrued interest have been determined.

Effect of a USD Benchmark Transition Event and Related USD Benchmark Replacement Date with Respect to SOFR

Unless we specify otherwise in the applicable supplement, the provisions set forth in this section “—Effect of a USD Benchmark Transition Event and Related USD Benchmark Replacement Date with Respect to SOFR,” which we refer to as the “USD benchmark transition provisions,” will apply to all compounded SOFR notes and simple average SOFR notes. References to “notes” in this section are to such notes.

USD Benchmark Replacement. If we or our designee (after consulting with us) determines on or prior to the relevant USD Benchmark Reference Time that a USD Benchmark Transition Event and related USD Benchmark Replacement Date have occurred with respect to the then-current USD Benchmark for any series of notes, the applicable USD Benchmark Replacement will replace the then-current USD Benchmark for such series of notes for all purposes relating to the relevant notes in respect of all determinations on such date and for all determinations on all subsequent dates.

USD Benchmark Replacement Conforming Changes. In connection with the implementation of a USD Benchmark Replacement, we or our designee (after consulting with us) will have the right to make USD Benchmark Replacement Conforming Changes from time to time.

 

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Certain Defined Terms. As used in this prospectus supplement with respect to any USD Benchmark Transition Event and implementation of the applicable USD Benchmark Replacement and USD Benchmark Replacement Conforming Changes:

“USD Benchmark” means, initially, with respect to compounded SOFR notes and simple average SOFR notes, SOFR; provided, in each case, that if a USD Benchmark Transition Event and related USD Benchmark Replacement Date have occurred with respect to SOFR or the then-current USD Benchmark, then “USD Benchmark” means the applicable USD Benchmark Replacement.

“USD Benchmark Replacement” means, with respect to compounded SOFR notes and simple average SOFR notes, the first alternative set forth in the order below that can be determined by us or our designee, after consulting with us, as of the USD Benchmark Replacement Date:

 

(1)

the sum of: (a) the alternate rate of interest that has been selected or recommended by the USD Relevant Governmental Body as the replacement for the then-current USD Benchmark and (b) the USD Benchmark Replacement Adjustment;

 

(2)

the sum of: (a) the ISDA Fallback Rate and (b) the USD Benchmark Replacement Adjustment;

 

(3)

the sum of: (a) the alternate rate of interest that has been selected by us or our designee (after consulting with us) as the replacement for the then-current USD Benchmark giving due consideration to any industry-accepted rate of interest as a replacement for the then-current USD Benchmark for U.S. dollar-denominated floating-rate notes at such time and (b) the USD Benchmark Replacement Adjustment.

“USD Benchmark Replacement Adjustment” means the first alternative set forth in the order below that can be determined by us or our designee (after consulting with us) as of the USD Benchmark Replacement Date:

 

(1)

the spread adjustment (which may be a positive or negative value or zero) that has been selected or recommended by the USD Relevant Governmental Body or determined by us or our designee (after consulting with us) in accordance with the method for calculating or determining such spread adjustment that has been selected or recommended by the USD Relevant Governmental Body, in each case for the applicable Unadjusted USD Benchmark Replacement;

 

(2)

if the applicable Unadjusted USD Benchmark Replacement is equivalent to the ISDA Fallback Rate, then the ISDA Fallback Adjustment;

 

(3)

the spread adjustment (which may be a positive or negative value or zero) that has been selected by us or our designee (after consulting with us) giving due consideration to any industry-accepted spread adjustment, or method for calculating or determining such spread adjustment, for the replacement of the then-current USD Benchmark with the applicable USD Unadjusted Benchmark Replacement for U.S. dollar-denominated floating-rate notes at such time.

“USD Benchmark Replacement Conforming Changes” means, with respect to any USD Benchmark Replacement, changes to (1) any interest determination date, interest payment date, interest period demarcation date, interest reset date, business day convention or interest period, (2) the manner, timing and frequency of determining rates and amounts of interest that are payable on the relevant notes and the conventions relating to such determination, (3) the timing

 

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and frequency of making payments of interest, (4) rounding conventions, (5) tenors, (6) any other terms or provisions of the relevant series of notes, in each case that we or our designee (after consulting with us) determines, from time to time, to be appropriate to reflect the determination and implementation of such USD Benchmark Replacement in a manner substantially consistent with market practice (or, if we or the calculation agent or our other designee (after consulting with us) decides that implementation of any portion of such market practice is not administratively feasible or if we or our designee (after consulting with us) determines that no market practice for use of the USD Benchmark Replacement exists, in such other manner as we or our designee (after consulting with us) determines is appropriate).

“USD Benchmark Replacement Date” means the earliest to occur of the following events with respect to the then-current USD Benchmark:

 

(1)

in the case of clause (1) or (2) of the definition of “USD Benchmark Transition Event,” the later of (a) the date of the public statement or publication of information referenced therein and (b) the date on which the administrator of the USD Benchmark permanently or indefinitely ceases to provide such USD Benchmark; or

 

(2)

in the case of clause (3) of the definition of “USD Benchmark Transition Event,” the date of the public statement or publication of information referenced therein.

For the avoidance of doubt, if the event giving rise to the USD Benchmark Replacement Date occurs on the same day as, but earlier than, the USD Benchmark Reference Time in respect of any determination, the USD Benchmark Replacement Date will be deemed to have occurred prior to the USD Benchmark Reference Time for such determination.

“USD Benchmark Transition Event” means the occurrence of one or more of the following events with respect to the then-current USD Benchmark:

 

(1)

a public statement or publication of information by or on behalf of the administrator of the USD Benchmark announcing that such administrator has ceased or will cease to provide the USD Benchmark, permanently or indefinitely, provided that, at the time of such statement or publication, there is no successor administrator that will continue to provide the USD Benchmark;

 

(2)

a public statement or publication of information by the regulatory supervisor for the administrator of the USD Benchmark, the central bank for the currency of the USD Benchmark, an insolvency official with jurisdiction over the administrator for the USD Benchmark, a resolution authority with jurisdiction over the administrator for the USD Benchmark or a court or an entity with similar insolvency or resolution authority over the administrator for the USD Benchmark, which states that the administrator of the USD Benchmark has ceased or will cease to provide the USD Benchmark permanently or indefinitely, provided that, at the time of such statement or publication, there is no successor administrator that will continue to provide the USD Benchmark; or

 

(3)

a public statement or publication of information by the regulatory supervisor for the administrator of the USD Benchmark announcing that the USD Benchmark is no longer representative.

“ISDA Definitions” means the 2006 ISDA Definitions published by the International Swaps and Derivatives Association, Inc. or any successor thereto, as amended or supplemented from time to time, or any successor definitional booklet for interest rate derivatives published from time to time.

 

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“ISDA Fallback Adjustment” means the spread adjustment (which may be a positive or negative value or zero) that would apply for derivatives transactions referencing the ISDA Definitions to be determined upon the occurrence of an index cessation event with respect to the USD Benchmark.

“ISDA Fallback Rate” means the rate that would apply for derivatives transactions referencing the ISDA Definitions to be effective upon the occurrence of an index cessation date with respect to the USD Benchmark excluding the applicable ISDA Fallback Adjustment.

“USD Benchmark Reference Time” with respect to any determination of the USD Benchmark means (1) with respect to compounded SOFR notes and simple average SOFR notes, if the USD Benchmark is SOFR, 3:00 p.m., New York City time, on the date of such determination, and (2) otherwise, the time determined by us or our designee (after consulting with us) in accordance with the USD Benchmark Replacement Conforming Changes.

“USD Relevant Governmental Body” means the Federal Reserve and/or the FRBNY, or a committee officially endorsed or convened by the Federal Reserve and/or the FRBNY or any successor thereto.

“Unadjusted USD Benchmark Replacement” means the USD Benchmark Replacement excluding the USD Benchmark Replacement Adjustment.

Effect of a Non-USD Benchmark Transition Event and Related Non-USD Benchmark Replacement Date with Respect to EURIBOR or SONIA

Unless we specify otherwise in the applicable supplement, the provisions set forth in this section “—Effect of a Non-USD Benchmark Transition Event and Related Non-USD Benchmark Replacement Date with Respect to EURIBOR or SONIA,” which we refer to as the “Non-USD benchmark transition provisions,” will apply to all EURIBOR notes, compounded SONIA notes and simple average SONIA notes. References to “notes” in this section are to such notes.

Non-USD Benchmark Replacement. If we or our designee (after consulting with us) determines on or prior to the relevant Non-USD Benchmark Reference Time that a Non-USD Benchmark Transition Event and related Non-USD Benchmark Replacement Date have occurred with respect to the then-current Non-USD Benchmark for any series of notes, the applicable Non-USD Benchmark Replacement will replace the then-current Non-USD Benchmark for such series of notes for all purposes relating to the relevant notes in respect of all determinations on such date and for all determinations on all subsequent dates.

Non-USD Benchmark Replacement Conforming Changes. In connection with the implementation of a Non-USD Benchmark Replacement, we or our designee (after consulting with us) will have the right to make Non-USD Benchmark Replacement Conforming Changes from time to time.

Certain Defined Terms. As used in this prospectus supplement with respect to any Non-USD Benchmark Transition Event and implementation of the applicable Non-USD Benchmark Replacement and Non-USD Benchmark Replacement Conforming Changes:

“Non-USD Benchmark” means, initially, (i) with respect to EURIBOR notes, EURIBOR for the index maturity indicated in the applicable supplement and (ii) with respect to compounded SONIA notes and simple average SONIA notes, SONIA; provided, in each case, that if a Non-USD Benchmark Transition Event and related Non-USD Benchmark Replacement Date have occurred with respect to such initial Non-USD Benchmark, as applicable, or the then-current Non-USD Benchmark, then “Non-USD Benchmark” means the applicable Non-USD Benchmark Replacement.

 

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“Non-USD Benchmark Replacement” means, where the then-current Non-USD Benchmark is EURIBOR or another forward-looking term rate for which multiple tenors are published by the applicable administrator, the Non-USD Interpolated Benchmark if applicable with respect to the then-current Non-USD Benchmark, plus the Non-USD Benchmark Replacement Adjustment for such Non-USD Benchmark if applicable; provided that if the calculation agent cannot determine the Non-USD Interpolated Benchmark as of the Non-USD Benchmark Replacement Date, or if the then-current Non-USD Benchmark is not EURIBOR or another forward-looking term rate for which multiple tenors are published by the applicable administrator, then “Non-USD Benchmark Replacement” means the first alternative set forth in the order below that can be determined by us or our designee, after consulting with us, as of the Non-USD Benchmark Replacement Date:

 

(1)

the sum of: (a) the alternate rate of interest that has been selected or recommended by the Non-USD Relevant Governmental Body or identified through any other applicable regulatory or legislative action or guidance as the replacement for the then-current Non-USD Benchmark for the applicable Non-USD Corresponding Tenor (if any) and (b) the Non-USD Benchmark Replacement Adjustment;

 

(2)

the sum of: (a) the alternate rate of interest that has been selected by us or our designee (after consulting with us) as the replacement for the then-current Non-USD Benchmark for the applicable Non-USD Corresponding Tenor giving due consideration to any industry-accepted rate of interest as a replacement for the then-current Non-USD Benchmark for floating-rate notes denominated in the specified currency at such time and (b) the Non-USD Benchmark Replacement Adjustment;

provided that, if we or our designee (after consulting with us) determines that there is no such alternate rate of interest as of the applicable Non-USD Benchmark Replacement Date, then the Non-USD Benchmark will be the most recent rate that could have been determined for such Non-USD Benchmark in accordance with (i) the terms and provisions for determining such Non-USD Benchmark in the section “—Payment Delay Notes—Compounded SOFR and Compounded SONIA” or “—Floating-Rate Notes Without Payment Delay,” as applicable or (ii) any Non-USD Benchmark Replacement Conforming Changes that have been implemented with respect to such Non-USD Benchmark, as applicable.

“Non-USD Benchmark Replacement Adjustment” means the first alternative set forth in the order below that can be determined by us or our designee (after consulting with us) as of the Non-USD Benchmark Replacement Date:

 

(1)

the spread adjustment (which may be a positive or negative value or zero) that has been selected or recommended by the Non-USD Relevant Governmental Body or determined by us or our designee (after consulting with us) in accordance with the method for calculating or determining such spread adjustment that has been selected or recommended by the Non-USD Relevant Governmental Body, in each case for the applicable Unadjusted Non-USD Benchmark Replacement; and

 

(2)

the spread adjustment (which may be a positive or negative value or zero) that has been selected by us or our designee (after consulting with us) giving due consideration to any industry-accepted spread adjustment, or method for calculating or determining such spread adjustment, for the replacement of the then-current Non-USD Benchmark with the applicable Unadjusted Non-USD Benchmark Replacement for floating-rate notes denominated in the specified currency at such time.

“Non-USD Benchmark Replacement Conforming Changes” means, with respect to any Non-USD Benchmark Replacement, changes to (1) any interest determination date, interest

 

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payment date, interest period demarcation date, interest reset date, business day convention or interest period, (2) the manner, timing and frequency of determining rates and amounts of interest that are payable on the relevant notes and the conventions relating to such determination, (3) the timing and frequency of making payments of interest, (4) rounding conventions, (5) tenors, (6) any other terms or provisions of the relevant series of notes, in each case that we or our designee (after consulting with us) determines, from time to time, to be appropriate to reflect the determination and implementation of such Non-USD Benchmark Replacement in a manner substantially consistent with market practice (or, if we or the calculation agent or our designee (after consulting with us) decides that implementation of any portion of such market practice is not administratively feasible or if we or our designee (after consulting with us) determines that no market practice for use of the Non-USD Benchmark Replacement exists, in such other manner as we or our designee (after consulting with us) determines is appropriate).

“Non-USD Benchmark Replacement Date” means the earliest to occur of the following events with respect to the then-current Non-USD Benchmark:

 

(1)

in the case of clause (1) or (2) of the definition of “Non-USD Benchmark Transition Event,” the later of (a) the date of the public statement or publication of information referenced therein and (b) the date on which the administrator of the applicable Non-USD Benchmark permanently or indefinitely ceases to provide such Non-USD Benchmark; or

 

(2)

in the case of clause (3) or (4) of the definition of “Non- USD Benchmark Transition Event,” the date of the public statement, publication of information or determination referenced therein.

For the avoidance of doubt, if the event giving rise to the Non-USD Benchmark Replacement Date occurs on the same day as, but earlier than, the Non-USD Benchmark Reference Time in respect of any determination, the Non-USD Benchmark Replacement Date will be deemed to have occurred prior to the Non-USD Benchmark Reference Time for such determination.

“Non-USD Benchmark Transition Event” means the occurrence of one or more of the following events with respect to the then-current Non-USD Benchmark:

 

(1)

a public statement or publication of information by or on behalf of the administrator of such Non-USD Benchmark announcing that such administrator has ceased or will cease to provide such Non-USD Benchmark, permanently or indefinitely, provided that, at the time of such statement or publication, there is no successor administrator that will continue to provide such Non-USD Benchmark;

 

(2)

a public statement or publication of information by the regulatory supervisor for the administrator of such Non-USD Benchmark, the central bank for the currency of such Non-USD Benchmark, an insolvency official with jurisdiction over the administrator for such Non-USD Benchmark, a resolution authority with jurisdiction over the administrator for such Non-USD Benchmark or a court or an entity with similar insolvency or resolution authority over the administrator for such Non-USD Benchmark, which states that the administrator of such Non-USD Benchmark has ceased or will cease to provide such Non-USD Benchmark permanently or indefinitely, provided that, at the time of such statement or publication, there is no successor administrator that will continue to provide such Non-USD Benchmark;

 

(3)

a public statement or publication of information by the regulatory supervisor for the administrator of such Non-USD Benchmark announcing that such Non-USD Benchmark is no longer representative or otherwise not appropriate for use as a reference rate for floating-rate notes denominated in the specified currency at such time; or

 

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(4)

a determination by us or our designee (after consulting with us) that such Non-USD Benchmark for the specified maturity, if applicable, has been permanently or indefinitely discontinued.

“Non-USD Corresponding Tenor” with respect to a Non-USD Benchmark Replacement means a tenor (including overnight) having approximately the same length (disregarding business day adjustment) as the applicable tenor for the then-current Non-USD Benchmark.

“Non-USD Interpolated Benchmark” means, where the then-current Non-USD Benchmark is EURIBOR or another forward-looking term rate for which multiple tenors are published by the applicable administrator, the rate determined for the Non-USD Corresponding Tenor by interpolating on a linear basis between: (1) the Non-USD Benchmark for the longest period (for which the Non-USD Benchmark is available) that is shorter than the Non-USD Corresponding Tenor and (2) the Non-USD Benchmark for the shortest period (for which the Non-USD Benchmark is available) that is longer than the Non-USD Corresponding Tenor. “Non-USD Benchmark” as used in clause (1) and (2) of the foregoing definition means the then-current Non-USD Benchmark for the applicable periods specified in such clauses without giving effect to the applicable index maturity (if any).

“Non-USD Benchmark Reference Time” with respect to any determination of the Non-USD Benchmark means (1) with respect to EURIBOR notes, if the Non-USD Benchmark is EURIBOR, 11:00 a.m., Brussels time, on the relevant interest determination date, (2) with respect to compounded SONIA notes and simple average SONIA notes, if the Non-USD Benchmark is SONIA, 12:00 p.m., London time, on the date of such determination, and (3) otherwise, the time determined by us or our designee (after consulting with us) in accordance with the Non-USD Benchmark Replacement Conforming Changes.

“Non-USD Relevant Governmental Body” means, with respect to any Non-USD Benchmark, the central bank, monetary authority, relevant regulatory supervisor or any similar institution (including any committee or working group thereof sponsored, convened or endorsed by such central bank, monetary authority or relevant regulatory supervisor) with supervisory authority over the then-current Non-USD Benchmark or specified currency for the applicable series of notes.

“Unadjusted Non-USD Benchmark Replacement” means the Non-USD Benchmark Replacement excluding the Non-USD Benchmark Replacement Adjustment.

 

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Additional Information About SOFR

As further described in this prospectus supplement, the interest rate on compounded SOFR notes and simple average SOFR notes will be determined by reference to a rate based on SOFR.

In general, the following discussion relating to SOFR is based on information available on the SOFR Administrator’s Website. SOFR is published by the FRBNY and is intended to be a broad measure of the cost of borrowing cash overnight collateralized by U.S. Treasury securities. FRBNY reports that SOFR includes all trades in the Broad General Collateral Rate, plus bilateral Treasury repurchase agreement (“repo”) transactions cleared through the delivery-versus-payment service offered by the Fixed Income Clearing Corporation (the “FICC”), a subsidiary of The Depository Trust & Clearing Corporation (“DTCC”). SOFR is filtered by FRBNY to remove a portion of the foregoing transactions considered to be “specials.” According to FRBNY, “specials” are repos for specific-issue collateral which take place at cash-lending rates below those for general collateral repos because cash providers are willing to accept a lesser return on their cash in order to obtain a particular security.

FRBNY reports that SOFR is calculated as a volume-weighted median of transaction-level tri-party repo data collected from The Bank of New York Mellon, which currently acts as the clearing bank for the tri-party repo market, as well as General Collateral Finance Repo transaction data and data on bilateral U.S. Treasury repo transactions cleared through the FICC’s delivery-versus-payment service. FRBNY notes that it obtains information from DTCC Solutions LLC, an affiliate of DTCC.

If data for a given market segment were unavailable for any day, then the most recently available data for that segment would be utilized, with the rates on each transaction from that day adjusted to account for any change in the level of market rates in that segment over the intervening period. SOFR would be calculated from this adjusted prior day’s data for segments where current data were unavailable, and unadjusted data for any segments where data were available. To determine the change in the level of market rates over the intervening period for the missing market segment, the FRBNY would use information collected through a daily survey conducted by its trading desk of primary dealers’ repo borrowing activity. Such daily survey would include information reported by BofA Securities, Inc., our affiliate, as a primary dealer. On June 3, 2019, FRBNY used this daily survey mechanism to calculate SOFR for May 31, 2019, when access was disrupted to one of the three primary data sources used to calculate the SOFR.

FRBNY currently publishes SOFR daily on its website at https://apps.newyorkfed.org/markets/autorates/sofr. FRBNY states on its publication page for SOFR that use of SOFR is subject to important disclaimers, limitations and indemnification obligations, including that FRBNY may alter the methods of calculation, publication schedule, rate revision practices or availability of SOFR at any time without notice.

Each U.S. government securities business day, the FRBNY publishes SOFR on its website at approximately 8:00 a.m., New York City time. If errors are discovered in the transaction data provided by The Bank of New York Mellon or DTCC Solutions LLC, or in the calculation process, subsequent to the initial publication of SOFR but on that same day, SOFR and the accompanying summary statistics may be republished at approximately 2:30 p.m., New York City time. Additionally, if transaction data from The Bank of New York Mellon or DTCC Solutions LLC had previously not been available in time for publication, but became available later in the day, the affected rate or rates may be republished at around this time. Rate revisions will only be effected on the same day as initial publication and will only be republished if the change in the rate exceeds one basis point. Any time a rate is revised, a footnote to the FRBNY’s publication would indicate

 

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the revision. This revision threshold will be reviewed periodically by the FRBNY and may be changed based on market conditions.

SOFR is published by FRBNY based on data received from other sources, and we have no control over its determination, calculation or publication.

FRBNY started publishing SOFR in April 2018. FRBNY also has published historical indicative Secured Overnight Financing Rates dating back to 2014, although such historical indicative data inherently involves assumptions, estimates and approximations. Investors should not rely on such historical indicative data or on any historical changes or trends in SOFR as an indicator of the future performance of SOFR.

Neither the SOFR Administrator’s Website, nor any of the information or materials available thereon, are incorporated by reference into this prospectus supplement. Neither are we affiliated with FRBNY, nor does FRBNY sanction, endorse, or recommend any products or services offered by us.

Fixed-Rate Reset Notes

We may issue notes that will bear interest initially at a fixed interest rate for a specified portion of the applicable term and then reset such fixed interest rate by reference to a “reset reference rate” at one or more specified intervals for the remainder of such term as determined in accordance with the terms and provisions set forth in the applicable supplement and below in this prospectus supplement under “—Determination of Interest Rates for Fixed-Rate Reset Notes” and “—Determination of Reset Reference Rates.” We refer to these notes as “fixed-rate reset notes.”

The terms and provisions of fixed-rate reset notes set forth in this prospectus supplement will apply, to the extent applicable as set forth below, unless otherwise specified in the applicable supplement. If the applicable supplement for a series of fixed-rate reset notes includes terms and provisions that modify, conflict with or otherwise are inconsistent with the terms and provisions set forth below in this prospectus supplement, then, regardless of whether or not the applicable terms and provisions set forth below are stated to apply “unless otherwise specified in the applicable supplement,” such terms and provisions set forth in the applicable supplement shall govern and control with respect to such series of notes.

Overview of Interest Rates and Reset Reference Rates for Fixed-Rate Reset Notes

Each fixed-rate reset note will bear interest from, and including, its original issue date to, but excluding, the “first reset date” specified in the applicable supplement, at the rate per annum specified to be the “initial interest rate” in the applicable supplement. The interest rate on any fixed-rate reset note will reset on the applicable first reset date and on any applicable subsequent reset date(s) specified in the applicable supplement, all in accordance with the terms and provisions of fixed-rate reset notes set forth below in this prospectus supplement under “—Determination of Interest Rates for Fixed-Rate Reset Notes.” The interest rate to which any fixed-rate reset note resets on the first reset date and any applicable subsequent reset date(s) will be determined by reference to the reset reference rate plus the applicable “spread,” if any, each as specified in the applicable supplement. The reset reference rate will be either the U.S. Treasury Rate or the UK Government Bond (Gilt) Rate, as specified in the applicable supplement to be the reset reference rate and as determined in accordance with the terms and provisions set forth below in this prospectus supplement under “—Determination of Reset Reference Rates—UK Government Bond (Gilt) Rate” or “—Determination of Reset Reference Rates—U.S. Treasury Rate,” as applicable.

 

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Accrual of Interest and Interest Payment Dates

We will pay interest on any fixed-rate reset note quarterly, semi-annually, or annually, as applicable, in arrears, on the days set forth in the applicable supplement (each such day being an “interest payment date” for a fixed-rate reset note) and at the maturity date or earlier redemption date, as applicable. Each interest payment due on an interest payment date, the maturity date or earlier redemption date, as applicable, will include interest accrued from, and including, the most recent interest payment date to which interest has been paid, or, if no interest has been paid, from the original issue date, to, but excluding, the next interest payment date, the maturity date or earlier redemption date, as the case may be (each such period, an “interest period”). The amount of accrued interest on any fixed-rate reset note for an interest period is calculated by multiplying the principal amount of such note by an accrued interest factor. This accrued interest factor will be determined by multiplying the per annum fixed interest rate by a factor resulting from the day count convention that applies with respect to such determination. The interest rate applicable with respect to any interest period for any fixed-rate reset note will be the rate per annum determined in accordance with the applicable terms and provisions set forth below under “—Determination of Interest Rates for Fixed-Rate Reset Notes” and “—Determination of Reset Reference Rates.”

If no day count convention is specified in the applicable supplement, the accrued interest factor will be as follows:

 

•

for fixed-rate reset notes for which the reset reference rate is specified in the applicable supplement to be the U.S. Treasury Rate, the factor will be computed on the basis of a 360-day year consisting of twelve 30-day months, which we may refer to as the “30/360” day count convention; and

 

•

for fixed-rate reset notes for which the reset reference rate is specified in the applicable supplement to be the UK Government Bond (Gilt) Rate, the factor will be computed on the basis of an Actual/Actual (ICMA) (as defined in the rulebook of the International Capital Markets Association) day count convention, which we may refer to as the “Actual/Actual (ICMA)” day count convention.

We will make payments on fixed-rate reset notes as described below in this prospectus supplement under “—Payment of Principal, Interest, and Other Amounts Payable” and in the accompanying prospectus under the heading “Description of Debt Securities—Payment of Principal, Interest, and Other Amounts Payable.”

Determination of Interest Rates for Fixed-Rate Reset Notes

Each fixed-rate reset note will bear interest:

 

(i)

from, and including, the original issue date to, but excluding, the first reset date (such period, the “initial fixed rate period”) at a rate per annum equal to the initial interest rate;

 

(ii)

from, and including, the first reset date to, but excluding, the first “subsequent reset date” specified in the applicable supplement or, if no subsequent reset dates are specified in the applicable supplement, the maturity date or earlier redemption date, as the case may be, at a rate per annum equal to the first reset interest rate; and

 

(iii)

for each applicable subsequent reset period thereafter (if any), at a rate per annum equal to the applicable subsequent reset interest rate,

payable, in each case, in arrears on each applicable interest payment date, the maturity date or earlier redemption date, as the case may be. For the avoidance of doubt, the applicable interest rate specified in the preceding sentence will apply for each interest period falling within the initial fixed rate period and any reset period, as applicable.

 

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In addition, for the avoidance of doubt, the “first reset date” and “subsequent reset date(s),” if any, for each fixed-rate reset note will be specified in the applicable supplement.

The interest rate applicable during each reset period will be determined by the calculation agent on each applicable reset determination date. See “—Calculation Agents; Decisions and Determinations.”

Interest rates for a fixed-rate reset note may also be subject to:

 

•

a maximum interest rate limit, or ceiling, on the interest that may accrue during any interest or other applicable period; and/or

 

•

a minimum interest rate limit, or floor, on the interest that may accrue during any interest or other applicable period.

In addition, the interest rate on a fixed-rate reset note may not be higher than the maximum rate permitted by New York law, as that rate may be modified by U.S. law of general application. Under current New York law, the maximum rate of interest, subject to some exceptions, for any loan in an amount less than $250,000 is 16% and for any loan in the amount of $250,000 or more but less than $2,500,000 is 25% per annum on a simple interest basis. These limits do not apply to loans of $2,500,000 or more to any one borrower.

For purposes of the foregoing terms and provisions, the following terms have the meanings set forth below:

“first reset interest rate” means, in respect of the first reset period, a per annum interest rate equal to the sum of (a) the relevant reset reference rate determined as of the relevant reset determination date and (b) the “spread” specified in the applicable supplement for such first reset interest rate.

“first reset period” means the period from, and including, the first reset date to, but excluding, the first subsequent reset date or, if no subsequent reset dates are specified in the applicable supplement, the maturity date or earlier redemption date, as applicable.

“reset date” means the first reset date and each applicable subsequent reset date, if any.

“reset determination date” means, unless otherwise specified in the applicable supplement:

 

(a)

with respect to any fixed-rate reset note for which the reset reference rate is the UK Government Bond (Gilt) Rate, the second London banking day (or such other number of London banking days as we may specify in the applicable supplement) preceding the applicable reset date; and

 

(b)

with respect to any fixed-rate reset note for which the reset reference rate is the U.S. Treasury Rate, the third business day (or such other number of business days as we may specify in the applicable supplement) preceding the applicable reset date.

“reset period” means the first reset period or a subsequent reset period, as applicable.

“reset reference rate” means either (a) the U.S. Treasury Rate or (b) the UK Government Bond (Gilt) Rate, as specified in the applicable supplement and determined in accordance with the terms and provisions set forth below in this prospectus supplement under “—Determination of Reset Reference Rates—U.S. Treasury Rate” or “—Determination of Reset Reference Rates—UK Government Bond (Gilt) Rate,” as applicable.

 

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“subsequent reset interest rate” means, in respect of any subsequent reset period, a per annum interest rate equal to the sum of (a) the relevant reset reference rate determined as of the relevant reset determination date and (b) the “spread” specified in the applicable supplement for such subsequent reset interest rate.

“subsequent reset period” means the period from, and including, the first subsequent reset date to, but excluding, the next subsequent reset date or, if no additional subsequent reset dates are specified in the applicable supplement, the maturity date or earlier redemption date, as applicable, and each successive period from, and including, to, but excluding, the next subsequent reset date or maturity date or earlier redemption date, as applicable.

Determination of Reset Reference Rates

U.S. Treasury Rate

For any reset period commencing on or after the first reset date, the “U.S. Treasury Rate” will be determined by the calculation agent in the following manner:

 

(1)

the average of the yields on actively traded U.S. treasury nominal/non-inflation-indexed securities adjusted to constant maturities, for the maturity comparable to such reset period, for the five business days (or such other number of business days as we may specify in the applicable supplement) immediately preceding the applicable reset determination date and appearing (or, if fewer than five business days (or such other number of business days as we may specify in the applicable supplement) so appear on the applicable reset determination date, for such number of business days appearing) in the most recently published H.15 Daily Update as of 5:00 p.m., New York City time, on the applicable reset determination date; or

 

(2)

if there are no such published yields on actively traded U.S. treasury nominal/non-inflation-indexed securities adjusted to constant maturities, for such maturity, then the “U.S. Treasury Rate” will be determined by interpolation between the average of the yields on actively traded U.S. treasury nominal/non-inflation-indexed securities adjusted to constant maturities for two series of actively traded U.S. treasury nominal/non-inflation-indexed securities, (A) one maturing as close as possible to, but earlier than, the reset date following the next succeeding reset determination date (or, if there is no such reset date, the maturity date) and (B) the other maturing as close as possible to, but later than, such reset date or maturity date, as applicable, in each case for the five business days (or such other number of business days as we may specify in the applicable supplement) preceding the applicable reset determination date and appearing (or, if fewer than five business days (or such other number of business days as we may specify in the applicable supplement) so appear on the applicable reset determination date, for such number of business days appearing) in the most recently published H.15 Daily Update as of 5:00 p.m., New York City time, on the applicable reset determination date.

In each case, the U.S. Treasury Rate will be rounded, if necessary, to the nearest one thousandth of a percentage point, with 0.0005% rounded up to 0.001%.

Notwithstanding the foregoing, if we or our designee, after consulting with us, determines that the then-current reset reference rate (which, as of the original issue date for any series of fixed-rate reset notes, will be the U.S. Treasury Rate for the specified maturity set forth in the applicable supplement) cannot be determined in the manner applicable for such reset reference rate (which, as of the original issue date of such series of fixed-rate reset notes, will be pursuant to the methods described in clauses (1) or (2) above) on the applicable reset determination date (such

 

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determination, a “rate substitution event”), we or our designee, after consulting with us, may determine whether there is an industry-accepted successor rate to the then-current reset reference rate (such industry-accepted successor rate, the “replacement rate”). If we or our designee, after consulting with us, determines that there is such a replacement rate, then such replacement rate will replace the U.S. Treasury Rate (or the then-current reset reference rate) for all purposes relating to an applicable series of fixed-rate reset notes in respect of such determination on such reset determination date and all determinations on all subsequent reset determination dates. In addition, if a replacement rate is utilized as described in the preceding sentence, we or our designee, after consulting with us, may adopt or make changes to (1) any interest payment date, reset determination date, reset date, other relevant date, business day convention, interest period or reset period, (2) the manner, timing and frequency of determining rates and amounts of interest that are payable on the applicable series of fixed-rate reset notes and the conventions relating to such determination, (3) the timing and frequency of making payments of interest, (4) rounding conventions, (5) specified maturities, and (6) any other terms or provisions of the relevant series of notes (including any spread or adjustment factor needed to make such replacement rate comparable to the then-current reset reference rate (which, as of the original issue date of for any series of fixed-rate reset notes, will be the U.S. Treasury Rate for the specified maturity)), in each case that we or our designee, after consulting with us, determines, from time to time, to be appropriate to reflect the determination and implementation of such replacement rate in a manner substantially consistent with market practice (or, if we, the calculation agent or our designee, after consulting with us, determines that implementation of any portion of such market practice is not administratively feasible or if we or our designee, after consulting with us, determines that no market practice for use of such replacement rate exists, in such other manner as we or our designee, after consulting with us, determines is appropriate) (such changes, the “U.S. Treasury Rate adjustments”). If we or our designee, after consulting with us, determines that there is no such replacement rate, then the interest rate for the applicable reset period will be: (a) if the first reset interest rate is to be determined, the initial interest rate or (b) if a subsequent reset interest rate is to be determined, the interest rate that was applicable for the preceding reset period.

For purposes of the foregoing terms and provisions with respect to the determination of the U.S. Treasury Rate, the following term has the meaning set forth below:

“H.15 Daily Update” means the Selected Interest Rates (Daily)-H.15 release of the Federal Reserve, available at www.federalreserve.gov/releases/h15/update, or any successor site or publication.

UK Government Bond (Gilt) Rate

For any reset period commencing on or after the first reset date, the “UK Government Bond (Gilt) Rate” will be determined by us and the gilt determination agent in the following manner:

 

(1)

the yield (rounded to four decimal places, with 0.00005%. being rounded upwards) of the Tradeweb FTSE Gilt Closing Price of the applicable benchmark gilt (as determined by us and the gilt determination agent) in respect of such reset period that appears on the Bloomberg Screen Page “TWMD2” (or any successor or replacement page) (the “Gilt Screen Page”) at 3:00 p.m. (London time) on the applicable reset determination date; or

 

(2)

if the Gilt Screen Page is not available or has been discontinued, or if it is specified in the applicable supplement that the UK Government Bond (Gilt) Rate will not be determined by reference to the Gilt Screen Page as set forth in clause (1) above, or no yield of such benchmark gilt in respect of such reset period appears on such page on the applicable reset determination date (as determined by us or the gilt determination agent in consultation with us), then the applicable UK Government Bond (Gilt) Rate will be the gross

 

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redemption yield (as calculated by the gilt determination agent in consultation with us in accordance with generally accepted market practice at the time of determination) on a semi-annual compounding basis (converted to an annualized yield and rounded up, if necessary, to four decimal places, with 0.00005%. being rounded upwards) of the benchmark gilt in respect of that reset period, with the price of the benchmark gilt for this purpose being the arithmetic average (rounded up if necessary, to the nearest 0.001%, with 0.0005% being rounded up) of the bid and offered prices of such benchmark gilt quoted by the reset reference banks at 3:00 p.m., London time, on the relevant reset determination date on a dealing basis for settlement on the next following dealing day in London. If at least four quotations are provided, the benchmark gilt rate will be the rounded arithmetic mean of the quotations provided, eliminating the highest quotation (or, in the event of equality, one of the highest) and the lowest quotation (or, in the event of equality, one of the lowest). If only two or three quotations are provided, the benchmark gilt rate will be the rounded arithmetic mean of the quotations provided. If only one quotation is provided, the benchmark gilt rate will be the rounded quotation provided. If no quotations are provided, then the interest rate for the applicable reset period will be: (a) if the first reset interest rate is to be determined, the initial interest rate or (b) if a subsequent reset interest rate is to be determined, the interest rate that was applicable for the preceding reset period.

The gilt determination agent will notify us of the benchmark gilt rate once available. Absent manifest error, all determinations of the gilt determination agent will be final and binding on you, the trustee and us.

For purposes of the foregoing terms and provisions with respect to the determination of the UK Government Bond (Gilt) Rate, the following terms have the meanings set forth below:

“gilt determination agent” means an independent financial institution of international repute or other independent financial adviser, in each case which may be one of our affiliates, experienced in the international capital markets, in each case appointed by us at our own expense.

“benchmark gilt” means, in respect of a reset period, such United Kingdom government security having a maturity comparable to such reset period, as would be used at the time of selection and in accordance with customary financial practice, in pricing new issues of Sterling-denominated corporate debt securities which have a maturity comparable to such reset period as we and the gilt determination agent may determine to be appropriate.

“dealing day” means a day, other than a Saturday or Sunday, on which the London Stock Exchange (or such other stock exchange on which the benchmark gilt is at the relevant time listed) is ordinarily open for the trading of securities.

“reset reference banks” means five brokers of gilts and/or gilt-edged market makers selected by us in our discretion.

Effect of a Gilt Transition Event and Related Gilt Replacement Date

Gilt Benchmark Replacement. If we or our designee (after consulting with us) determines on or prior to the relevant Gilt Reference Time that a Gilt Benchmark Transition Event and related Gilt Benchmark Replacement Date have occurred with respect to the then-current Gilt Benchmark for any series of notes, the applicable Gilt Benchmark Replacement will replace the then-current Gilt Benchmark for such series of notes for all purposes relating to the relevant notes in respect of all determinations on such date and for all determinations on all subsequent dates.

 

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Gilt Benchmark Replacement Conforming Changes. In connection with the implementation of a Gilt Benchmark Replacement, we or our designee (after consulting with us) will have the right to make Gilt Benchmark Replacement Conforming Changes from time to time.

Certain Defined Terms. As used in this prospectus supplement with respect to any Gilt Benchmark Transition Event and implementation of the applicable Gilt Benchmark Replacement and Gilt Benchmark Replacement Conforming Changes:

“Gilt Benchmark” means, initially, the applicable benchmark gilt for the applicable series of notes; provided, in each case, that if a Gilt Benchmark Transition Event and related Gilt Benchmark Replacement Date have occurred with respect to such initial Gilt Benchmark, as applicable, or the then-current Gilt Benchmark, then “Gilt Benchmark” means the applicable Gilt Benchmark Replacement.

“Gilt Benchmark Replacement” means the Gilt Interpolated Benchmark (if applicable) with respect to the then-current Gilt Benchmark, plus the Gilt Benchmark Replacement Adjustment for such Gilt Benchmark, if applicable; provided that if the gilt determination agent cannot determine the Gilt Interpolated Benchmark as of the Gilt Benchmark Replacement Date, then “Gilt Benchmark Replacement” means the first alternative set forth in the order below that can be determined by us or our designee, after consulting with us, as of the Gilt Benchmark Replacement Date:

 

(1)

the sum of: (a) the alternate rate of interest that has been selected or recommended by the Gilt Relevant Governmental Body or identified through any other applicable regulatory or legislative action or guidance as the replacement for the then-current Gilt Benchmark for the applicable Gilt Corresponding Tenor (if any) and (b) the Gilt Benchmark Replacement Adjustment;

 

(2)

the sum of: (a) the alternate rate of interest that has been selected by us or our designee (after consulting with us) as the replacement for the then-current Gilt Benchmark for the applicable Gilt Corresponding Tenor giving due consideration to any industry-accepted rate of interest as a replacement for the then-current Gilt Benchmark for floating-rate notes denominated in pounds sterling at such time and (b) the Gilt Benchmark Replacement Adjustment;

provided that, if we or our designee (after consulting with us) determines that there is no such alternate rate of interest as of the applicable Gilt Benchmark Replacement Date, then the Gilt Benchmark will be the most recent rate that could have been determined for such Gilt Benchmark in accordance with (i) the terms and provisions for determining such Gilt Benchmark in the first paragraph above under the heading “—UK Government Bond (Gilt) Rate” or (ii) any Gilt Benchmark Replacement Conforming Changes that have been implemented with respect to such Gilt Benchmark, as applicable.

“Gilt Benchmark Replacement Adjustment” means the first alternative set forth in the order below that can be determined by us or our designee (after consulting with us) as of the Gilt Benchmark Replacement Date:

 

(1)

the spread adjustment (which may be a positive or negative value or zero) that has been selected or recommended by the Gilt Relevant Governmental Body or determined by us or our designee (after consulting with us) in accordance with the method for calculating or determining such spread adjustment that has been selected or recommended by the Gilt Relevant Governmental Body, in each case for the applicable Gilt Unadjusted Benchmark Replacement; and

 

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(2)

the spread adjustment (which may be a positive or negative value or zero) that has been selected by us or our designee (after consulting with us) giving due consideration to any industry-accepted spread adjustment, or method for calculating or determining such spread adjustment, for the replacement of the then-current Gilt Benchmark with the applicable Unadjusted Gilt Benchmark Replacement for notes comparable to the fixed-rate reset notes denominated in pounds sterling at such time.

“Gilt Benchmark Replacement Conforming Changes” means, with respect to any Gilt Benchmark Replacement, changes to (1) any reset determination date, reset date, interest payment date, reset period, business day convention or interest period, (2) the manner, timing and frequency of determining rates and amounts of interest that are payable on the relevant notes and the conventions relating to such determination, (3) the timing and frequency of making payments of interest, (4) rounding conventions, (5) tenors, and (6) any other terms or provisions of the relevant series of notes, in each case that we or our designee (after consulting with us) determines, from time to time, to be appropriate to reflect the determination and implementation of such Gilt Benchmark Replacement in a manner substantially consistent with market practice or, if we or the gilt determination agent or our designee (after consulting with us) decides that implementation of any portion of such market practice is not administratively feasible or if we or our designee (after consulting with us) determines that no market practice for use of the Gilt Benchmark Replacement exists, in such other manner as we or our designee (after consulting with us) determines is appropriate.

“Gilt Benchmark Replacement Date” means the earliest to occur of the following events with respect to the then-current Gilt Benchmark:

 

(1)

in the case of clause (1) or (2) of the definition of “Gilt Benchmark Transition Event,” the later of (a) the date of the public statement or publication of information referenced therein and (b) the date on which the administrator of the applicable Gilt Benchmark permanently or indefinitely ceases to provide such Gilt Benchmark; or

 

(2)

in the case of clause (3) or (4) of the definition of “Gilt Benchmark Transition Event,” the date of the public statement, publication of information or determination referenced therein.

For the avoidance of doubt, if the event giving rise to the Gilt Benchmark Replacement Date occurs on the same day as, but earlier than, the Gilt Benchmark Reference Time in respect of any determination, the Gilt Benchmark Replacement Date will be deemed to have occurred prior to the Gilt Benchmark Reference Time for such determination.

“Gilt Benchmark Transition Event” means the occurrence of one or more of the following events with respect to the then-current Gilt Benchmark:

 

(1)

a public statement or publication of information by or on behalf of the administrator of such Gilt Benchmark announcing that such administrator has ceased or will cease to provide such Gilt Benchmark, permanently or indefinitely, provided that, at the time of such statement or publication, there is no successor administrator that will continue to provide such Gilt Benchmark;

 

(2)

a public statement or publication of information by the regulatory supervisor for the administrator of such Gilt Benchmark, the central bank for the currency of such Gilt Benchmark, an insolvency official with jurisdiction over the administrator for such Gilt Benchmark, a resolution authority with jurisdiction over the administrator for such Gilt Benchmark or a court or an entity with similar insolvency or resolution authority over the

 

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administrator for such Gilt Benchmark, which states that the administrator of such Gilt Benchmark has ceased or will cease to provide such Gilt Benchmark permanently or indefinitely, provided that, at the time of such statement or publication, there is no successor administrator that will continue to provide such Gilt Benchmark;

 

(3)

a public statement or publication of information by the regulatory supervisor for the administrator of such Gilt Benchmark announcing that such Gilt Benchmark is not appropriate for use as a reference rate for notes denominated in pounds sterling at such time; or

 

(4)

a determination by us or our designee (after consulting with us) that such Gilt Benchmark for the specified maturity, if applicable, has been permanently or indefinitely discontinued.

“Gilt Corresponding Tenor” with respect to a Gilt Benchmark Replacement means a tenor (including overnight) having approximately the same length (disregarding business day adjustment) as the applicable tenor for the then-current Gilt Benchmark.

“Gilt Interpolated Benchmark” means, if the then-current Gilt Benchmark is a forward-looking term rate for which multiple tenors are published by the applicable administrator, the rate determined for the Gilt Corresponding Tenor by interpolating on a linear basis between: (1) the Gilt Benchmark for the longest period (for which the Gilt Benchmark is available) that is shorter than the Gilt Corresponding Tenor and (2) the Gilt Benchmark for the shortest period (for which the Gilt Benchmark is available) that is longer than the Gilt Corresponding Tenor. “Gilt Benchmark” as used in clause (1) and (2) of the foregoing definition means the then-current Gilt Benchmark for the applicable periods specified in such clauses without giving effect to the applicable index maturity (if any).

“Gilt Reference Time” with respect to any determination of the Gilt Benchmark means, if the Gilt Benchmark is the UK Government Bond (Gilt) Rate, 3:00 p.m., London time, on the date of such determination, and (3) otherwise, the time determined by us or our designee (after consulting with us) in accordance with the Gilt Benchmark Replacement Conforming Changes.

“Gilt Relevant Governmental Body” means, with respect to any Gilt Benchmark, the BoE, the UK Financial Conduct Authority or any other central bank, monetary authority, relevant regulatory supervisor or any similar institution (including any committee or working group thereof sponsored, convened or endorsed by the BoE, the UK Financial Conduct Authority or any such central bank, monetary authority or relevant regulatory supervisor) with supervisory authority over the then-current Gilt Benchmark or pounds sterling.

“Unadjusted Gilt Benchmark Replacement” means the Gilt Benchmark Replacement excluding the Gilt Benchmark Replacement Adjustment.

Specific Terms and Provisions of the Notes

The applicable supplement for each offering of notes will contain additional terms of the offering and specific terms and provisions of those notes, including:

 

•

the specific designation of the notes;

 

•

the issue price;

 

•

the principal amount;

 

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•

the issue date;

 

•

the maturity date, and any terms providing for the extension or postponement of the maturity date;

 

•

the denominations or minimum denominations, if other than $1,000;

 

•

the currency or currencies, if not U.S. dollars, in which payments will be made on the notes;

 

•

whether the note is a fixed-rate note, a floating-rate note, a fixed/floating-rate note or a fixed-rate reset note;

 

•

whether the note is senior or subordinated;

 

•

the method of determining and paying interest;

 

•

any spread or spread multiplier applicable to a floating-rate note or fixed-rate reset note;

 

•

the method for the calculation and payment of principal and any premium, interest, and other amounts payable;

 

•

if other than the trustee, the identification of or method of selecting any calculation agents, exchange rate agents, or any other agents for the notes;

 

•

if applicable, the circumstances under which the note may be redeemed at our option or repaid at your option prior to the maturity date set forth on the face of the note, including any repayment date, redemption commencement date, redemption price, and redemption period;

 

•

if applicable, the circumstances under which the maturity date set forth on the face of the note may be extended at our option or renewed at your option, including the extension or renewal periods and the final maturity date;

 

•

if applicable, any addition to, elimination of or other change in the events of default or covenants for the senior notes or remedies available to investors in the senior notes;

 

•

if the notes will be represented by a master global note;

 

•

if the notes will be listed on any securities exchange; and

 

•

if applicable, any other material terms or provisions of the note which are different from those described in this prospectus supplement and the accompanying prospectus.

Each note will mature 365 days (one year) or more from the issue date.

Unless we specify otherwise in the applicable supplement, the notes will not be entitled to the benefit of any sinking fund.

Calculation Agents; Decisions and Determinations

Calculations relating to floating-rate notes and fixed-rate reset notes, including: (i) with respect to floating-rate notes, calculations with respect to base rates, interest rates, accrued interest, principal and any premium, and any other amounts payable applicable to floating-rate

 

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notes and (ii) with respect to fixed-rate reset notes, calculations with respect to reset reference rates, first reset interest rates and subsequent reset interest rates, as the case may be, will be made by the applicable calculation agent, which will be an institution that we appoint as our agent for this purpose. The calculation agent may be one of our affiliates or may be a non-affiliated entity that we appoint. Unless we specify otherwise in the applicable supplement, the calculation agent will be: (i) with respect to any series of floating-rate notes or fixed-rate reset notes denominated in U.S. dollars, The Bank of New York Mellon Trust Company, N.A., (ii) with respect to any series of floating-rate notes or fixed-rate reset notes denominated in Canadian dollars, Merrill Lynch Canada Inc. and (iii) with respect to any series of floating-rate notes or fixed-rate reset notes denominated in Australian dollars, pounds sterling or euro, The Bank of New York Mellon, London Branch. We have entered into agreements with each of the foregoing entities for purposes of their acting as calculation agent with respect to any applicable series of floating-rate notes and fixed-rate reset notes. We may appoint the calculation agent after the original issue date of such floating-rate notes or fixed-rate reset notes but before the first date on which a calculation is required to be performed under the terms of such floating-rate notes or fixed-rate reset notes, without notice to the investors in the applicable series of notes. We may remove and/or appoint different calculation agents from time to time after the original issue date of a floating-rate note or fixed-rate reset note, or we may elect to act as the calculation agent with respect to such note, in each case without your consent and without notifying you of the change.

Unless otherwise specified in the applicable supplement, any determination, decision or election that may be made by us or, in the case of a determination, the calculation agent or, in all other cases, our other designee (which may be one of our affiliates) pursuant to the terms and provisions of the floating-rate notes or fixed-rate reset notes set forth in this prospectus supplement or in the applicable supplement, and any decision to take or refrain from taking any action or any selection:

 

•

will be conclusive and binding absent manifest error;

 

•

will be made in our or the calculation agent’s or our other designee’s sole discretion, except if made by the calculation agent or our other designee in connection with the applicable benchmark transition provisions set forth under (i) “—Floating-Rate Notes—Payment Delay Notes—Compounded SOFR, Compounded SONIA and Compounded CORRA—Determination of Compounded CORRA (Payment Delay),” (ii) “—Floating Rate Notes—Floating Rate Notes without Payment Delay—Determination of Base Rates—BBSW Notes,” (iii) “—Floating Rate Notes—Floating Rate Notes without Payment Delay—Determination of Base Rates—CDOR Notes,” (iv) “—Floating Rate Notes—Floating Rate Notes without Payment Delay—Determination of Base Rates—Compounded CORRA Notes,” (v) “—Floating-Rate Notes—Effect of a USD Benchmark Transition Event and Related USD Benchmark Replacement Date with Respect to SOFR,” (vi) “—Floating-Rate Notes—Effect of a Non-USD Benchmark Transition Event and Related Non-USD Benchmark Replacement Date with Respect to EURIBOR or SONIA,” (vii) “—Fixed-Rate Reset Notes—Determination of Reset Reference Rates—U.S. Treasury Rate,” (viii) “—Fixed-Rate Reset Notes—Determination of Reset Reference Rates—UK Government Bond (Gilt) Rate” (and in all cases, with regard to the calculation agent, any such determination in connection with such benchmark transition provisions will be limited solely to administrative feasibility as described in this prospectus supplement);

 

•

if made by the calculation agent or our other designee in connection with the benchmark transition provisions (as described in the preceding bullet), will be made after consultation with us, and our designee will not make any such determination, decision or election to which we object; and

 

•

notwithstanding anything to the contrary in the Senior Indenture or Subordinated Indenture, as applicable, or the applicable series of floating-rate notes or fixed-rate reset

 

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notes, shall become effective without consent from the investors in the relevant series of floating-rate notes or fixed-rate reset notes or any other party.

Any determination, decision or election pursuant to the benchmark transition provisions (as described in the second bullet set forth in the list above) not made by our designee will be made by us on the basis as described above. The calculation agent shall have no responsibility for making, or any liability for not making any such determination, decision or election in connection with such benchmark transition provisions. In addition, we may designate an entity other than the calculation agent (which entity may be a calculation agent and/or our affiliate) to make any determination, decision or election that we have the right to make in connection with such benchmark transition provisions. If we do not agree with any determinations made by the calculation agent regarding administrative feasibility, as described in this prospectus supplement, in connection with such benchmark transition provisions, then we may, in our sole discretion, remove the calculation agent and appoint a successor calculation agent.

Paying and Transfer Agents; Registrars

As set forth in greater detail below, we have appointed certain entities that will act initially as our paying agent, transfer agent and/or security registrar with respect to any series of notes. We may add, replace or terminate paying agents, transfer agents and/or security registrars in accordance with the applicable Indenture, in each case without your consent and without notifying you of such change. In addition, we may decide to act as our own paying agent with respect to some or all of the notes, and the paying agent may resign, in each case without your consent and without notifying you of such event.

With respect to any series of notes denominated in U.S. dollars, the trustee, acting through its corporate trust office, initially will act as our paying agent, security registrar and transfer agent, pursuant to the applicable indenture. The trustee’s corporate trust office currently is located at 4655 Salisbury Road, Suite 300, Jacksonville, Florida 32256.

With respect to any series of notes denominated in Canadian dollars, BNY Trust Company of Canada (the “Canadian paying agent”), acting through its office located at 1 York Street, 6th Floor, Toronto, Ontario, Canada M5J 0B6, initially will act as Canadian paying agent, security registrar and transfer agent, pursuant to a Paying Agency, Transfer Agency and Registrar Agreement dated as of June 29, 2018, among us, the trustee and the Canadian paying agent. Copies of such agreement are available for inspection during usual business hours at the principal office of the Canadian paying agent. The trustee, acting through its corporate office (currently located at the address set forth above) also may act as a paying agent and security registrar with respect to any such series of notes.

With respect to any series of notes denominated in Australian dollars, pounds sterling or euro, The Bank of New York Mellon, London Branch (the “London paying agent”), acting through its office at Merck House, 15 Seldown Lane, Poole, Dorset, BH15 1PX, United Kingdom, initially will act as paying agent and transfer agent for the notes pursuant to a Paying Agency and Transfer Agency Agreement dated as of June 29, 2018 among us, the trustee and the London paying agent. Copies of such agreement are available for inspection during usual business hours at the principal office of the London paying agent. The trustee, acting through its corporate office (currently located at the address set forth above) also will act as a paying agent and security registrar with respect to any such series of notes.

 

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Payment of Principal, Interest, and Other Amounts Payable

Payments to Holders and Record Dates for Interest

Unless we specify otherwise in the applicable supplement, the provisions described in this section will apply to payments on the notes.

Subject to any applicable business day convention as described below or in the applicable supplement, interest payments on the notes will be made on each interest payment date applicable to, and at the maturity date, or earlier redemption date, of, the notes. Interest payable on any interest payment date other than the maturity date, or earlier redemption date, will be paid to the registered holder of the note on the regular record date for that interest payment date, as described below. However, unless we specify otherwise in the applicable supplement, the initial interest payment on a note issued between a regular record date and the interest payment date immediately following the regular record date will be made on the second interest payment date following the original issue date to the holder of record on the regular record date preceding the second interest payment date. Unless we specify otherwise in the applicable supplement, the principal and interest payable at maturity, or earlier redemption, will be paid to the holder of the note at the time of payment by the paying agent.

Except as set forth in the following sentence, and unless we specify otherwise in the applicable supplement, the record date for any interest payment for a note in book-entry only form will be the date that is one business day prior to the applicable payment date. If the note is (i) in book-entry only form and held through DTC and is denominated in a currency other than U.S. dollars or (ii) in a form that is other than book-entry only, and unless we specify otherwise in the applicable supplement, the regular record date for an interest payment date will be the fifteenth calendar day prior to the applicable interest payment date as originally scheduled to occur, whether or not such record date is a business day.

Business Day Conventions

If the applicable supplement specifies that one of the following business day conventions is applicable to a note, the interest payment dates (with respect to floating-rate notes other than those that use a “payment delay convention”), interest reset dates, interest period demarcation dates, if applicable, and interest periods for that note will be affected and, consequently, may be adjusted as described below. Unless we specify otherwise in the applicable supplement, any interest payment due at maturity or on a redemption date or repayment date will not be affected as described below.

 

•

“Following business day convention (adjusted)” means, if an interest payment date or interest period demarcation date, if applicable, would otherwise fall on a day that is not a business day (as described below), then such interest payment date or interest period demarcation date, as applicable, will be postponed to the next day that is a business day. Unless we specify otherwise in the applicable supplement, the related interest reset dates and interest periods also will be adjusted for non-business days.

 

•

“Modified following business day convention (adjusted)” means, if an interest payment date or interest period demarcation date, if applicable, would otherwise fall on a day that is not a business day, then such interest payment date or interest period demarcation date, if applicable, will be postponed to the next day that is a business day, except that, if the next succeeding business day falls in the next calendar month, then such interest payment date or interest period demarcation date, if applicable, will be advanced to the immediately

 

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preceding day that is a business day. In each case, unless we specify otherwise in the applicable supplement, the related interest reset dates and interest periods also will be adjusted for non-business days.

 

•

“Following unadjusted business day convention” means, if an interest payment date falls on a day that is not a business day, any payment due on such interest payment date will be postponed to the next day that is a business day; provided that interest due with respect to such interest payment date will not accrue from and including such interest payment date to and including the date of payment of such interest as so postponed. Interest reset dates and interest periods also are not adjusted for non-business days under the following unadjusted business day convention.

 

•

“Modified following unadjusted business day convention” means, if an interest payment date falls on a day that is not a business day, any payment due on such interest payment date will be postponed to the next day that is a business day; provided that interest due with respect to such interest payment date will not accrue from and including such interest payment date to and including the date of payment of such interest as so postponed, and, provided further that, if such next succeeding business day would fall in the next succeeding calendar month, the date of payment with respect to such interest payment date will be advanced to the business day immediately preceding such interest payment date. Interest reset dates and interest periods also are not adjusted for non-business days under the modified following unadjusted business day convention.

 

•

“Preceding business day convention” means, if an interest payment date would otherwise fall on a day that is not a business day, then such interest payment date will be advanced to the immediately preceding day that is a business day. If the preceding business day convention is specified in the applicable supplement to be “adjusted,” then the related interest reset dates and interest periods also will be adjusted for non-business days; however, if the preceding business day convention is specified in the applicable supplement to be “unadjusted,” then the related interest reset dates and interest periods will not be adjusted for non-business days.

In all cases, unless we specify otherwise in the applicable supplement, if the maturity date or any earlier redemption date or repayment date with respect to any note (other than a compounded SOFR note, a compounded SONIA note or a compounded CORRA note, in each such case, using the payment delay convention) falls on a day that is not a business day, any payment of principal and any premium, if any, interest and other amounts otherwise due on such day will be made on the next succeeding business day, and no interest on such payment will accrue for the period from and after such maturity date, redemption date or repayment date, as the case may be.

If no business day convention is specified in the applicable supplement, then, with respect to any interest period during which the note bears interest at a fixed rate, the following unadjusted business day convention will apply, and, with respect to any interest period during which the note bears interest at a floating rate, the modified following business day convention (adjusted) will apply. We also may specify and describe a different business day convention from those described above in the applicable supplement.

Unless we specify otherwise in the applicable supplement, the term “business day” means, for any note, a day that meets all the following applicable requirements:

 

•

for all notes, is any weekday that is not a legal holiday in New York, New York, Charlotte, North Carolina, or any other place of payment of the notes, and is not a date on which banking institutions in those cities are authorized or required by law or regulation to be closed;

 

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•

for any note denominated in euro or any EURIBOR note, also is a day on which the TransEuropean Automated Real-Time Gross Settlement Express Transfer, or “TARGET,” System or any successor is operating (a “TARGET Settlement Date”) and is not a legal holiday in London, England;

 

•

for any note denominated in Canadian dollars, any CDOR note or any compounded CORRA note, also is not a legal holiday in Toronto, Ontario and is not a day on which banking institutions in that city are authorized or required by law or regulation to be closed (a “Toronto Banking Day”);

 

•

for any note denominated in Australian dollars or any BBSW note, also is not a legal holiday in London, England or Sydney, Australia;

 

•

for any compounded SOFR note or simple average SOFR note, also is not a day on which the Securities Industry and Financial Markets Association recommends that the fixed income department of its members be closed for the entire day for purpose of trading in U.S. government securities (a “U.S. government securities business day”);

 

•

for any note denominated in pounds sterling or any compounded SONIA note or simple average SONIA note, also is a day on which commercial banks are open for general business (including dealing in foreign exchange and foreign currency deposits) in London (a “London banking day”); and

 

•

for any note that has a specified currency other than U.S. dollars, euro, Canadian dollars, Australian dollars or pounds sterling, also is not a day on which banking institutions generally are authorized or obligated by law, regulation, or executive order to close in the principal financial center of the country of the specified currency.

Manner of Payment

Unless otherwise stated in the applicable supplement, we will pay principal and any premium, interest, and other amounts payable on the notes in book-entry only form in accordance with arrangements then in place between the applicable paying agent and the applicable depository. Unless otherwise stated in the applicable supplement, we will pay any interest on notes in definitive form on each interest payment date other than the maturity date, or earlier redemption date, by, in our discretion, wire transfer of immediately available funds or check mailed to holders of the notes at the close of business on the applicable record date at the address appearing on our or the security registrar’s records. Unless otherwise stated in the applicable supplement, we will pay any principal and any premium, interest, and other amounts payable at the maturity date, or earlier redemption date, of a note in definitive form by wire transfer of immediately available funds to the holder of the note at the time of payment.

Payment of Additional Amounts

If we so specify in the applicable supplement, and subject to the exceptions and limitations set forth in the accompanying prospectus under “Description of Debt Securities—Payment of Additional Amounts,” we will pay to the holder of notes that is a “non-U.S. person” (as defined in the accompanying prospectus under “Description of Debt Securities—Payment of Additional Amounts”) additional amounts to ensure that every net payment on such notes will not be less, due to the payment of U.S. withholding tax, than the amount then otherwise due and payable. For this purpose, a “net payment” on such notes means a payment by us or any paying agent, including payment of principal and interest, after deduction for any present or future tax, assessment, or other governmental charge of the United States (other than a territory or possession). These additional amounts will constitute additional interest on the note. For this purpose, U.S. withholding tax means a withholding tax of the United States, other than a territory or possession.

 

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Except as specifically provided in the accompanying prospectus under “Description of Debt Securities—Payment of Additional Amounts,” we will not be required to make any payment of any tax, assessment, or other governmental charge imposed by any government, political subdivision, or taxing authority of that government.

If we so specify in the applicable supplement, we may redeem the notes, in whole but not in part, at any time before maturity if we have or will become obligated to pay additional amounts as a result of a change in, or an amendment to, United States tax laws or regulations, as described in the accompanying prospectus under “Description of Debt Securities—Redemption for Tax Reasons,” subject to any required approvals as described below under “—Redemption.”

Redemption

The applicable supplement will indicate whether we have the option to redeem notes prior to their stated maturity. If we may redeem the notes prior to their stated maturity, the applicable supplement will indicate the redemption price and method for redemption. See also “Description of Debt Securities—Redemption” in the accompanying prospectus. The redemption of any note that is our eligible long-term debt (“LTD”) will require the prior approval of the Federal Reserve if after such redemption we would fail to satisfy our requirements as to eligible LTD or total loss-absorbing capacity under the total-loss absorbing capacity (“TLAC”) Rules. In addition, unless we specify otherwise in the applicable supplement, to the extent then required by applicable laws or regulations, the subordinated notes may not be redeemed prior to their stated maturity without the requisite prior approvals, if any, from applicable regulators.

Make-Whole Redemption

If we so specify in the applicable supplement, we may, at our option, redeem the notes of a series, in whole at any time, or in part from time to time, on or after the date that is six months after the issue date for the notes of such series as specified in the applicable supplement (or, if additional notes of such series are issued after such issue date, then on or after the date that is six months after the issue date of such additional notes) and prior to the last day of the applicable “remaining term” of the notes of such series, upon at least five business days’ but not more than sixty (60) calendar days’ prior written notice to the holders of such notes, at the applicable “make-whole” redemption price. If the notes of an applicable series to be so redeemed are denominated in U.S. dollars, Canadian dollars, Australian dollars or pounds sterling, unless we specify otherwise in the applicable supplement, the applicable “make-whole” redemption price will be equal to the greater of the following applicable amounts:

 

(i)

100% of the principal amount of the notes being redeemed; or

 

(ii)

as determined by the applicable quotation agent specified below, the sum of the present values of (a) the principal amount of the notes to be redeemed as if such amount had been paid on the last day of the applicable remaining term of the notes and (b) the scheduled payments of interest on the notes to be redeemed that would have been payable from the applicable redemption date to the last day of the applicable remaining term of the notes, in each such case, discounted to the redemption date as follows: (1) in the case of notes denominated in currencies other than pounds sterling, on a semi-annual basis (assuming, unless otherwise specified in the applicable supplement, (a) in the case of notes denominated in U.S. dollars or Canadian dollars, a 360-day year consisting of twelve 30-day months or (b) in the case of notes denominated in Australian dollars, a 365-day year) or (2) in the case of notes denominated in pounds sterling, on an annual basis (Actual/Actual (ICMA)), at (w) in the case of notes denominated in U.S. dollars, the treasury rate, (x) in the case of notes denominated in Canadian dollars, the GOC bond

 

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yield, (y) in the case of notes denominated in Australian dollars, the Australian Treasury Bond Rate or the AUD Interest Rate Swaps, as specified in the applicable supplement, or (z) in the case of notes denominated in pounds sterling, the UK Government Bond (Gilt) rate, plus, in each case, the applicable spread, if any, as may be set forth in the applicable supplement, minus, in each case, interest on the notes to be redeemed accrued to, but excluding, the redemption date,

plus, in either case of (i) or (ii) above, accrued and unpaid interest, if any, on the principal amount of the notes being redeemed to, but excluding, the applicable redemption date.

We refer to such a redemption as a “make-whole redemption.”

For the purposes of determining the applicable “make-whole” redemption price for the notes of a series, the term “remaining term” with respect to such notes, means the remaining term of such notes as if such notes matured on the date that is (1) specified as the last date of the remaining term in the applicable supplement, or, if no such date is so specified, (2) the earliest of (x) the stated maturity date of such notes, (y) if the applicable supplement provides that notes of such series also may be redeemed at a redemption price equal to 100% of the principal amount of such notes, plus accrued and unpaid interest, if any, thereon, to, but excluding, the applicable redemption date, the first date on which such notes may be so redeemed or (z) in the case of a series of fixed/floating rate notes, the first date on which interest begins to accrue on the notes at a floating rate.

The applicable supplement may set forth terms and provisions with respect to a make-whole redemption applicable to notes denominated in a currency other than U.S. dollars, Canadian dollars, Australian dollars or pounds sterling. Further, the applicable supplement may set forth terms with respect to a make-whole redemption for notes denominated in a currency described above that are different from or in addition to the terms set forth herein, in which case the terms set forth in the applicable supplement will govern.

Unless we default on payment of the applicable redemption price, interest will cease to accrue on the series of notes or portions thereof called for redemption on the applicable redemption date. If fewer than all of the notes of any applicable series of notes are to be redeemed, for so long as such notes are in book-entry only form, such notes to be redeemed will be selected in accordance with the procedures of (a) The Depository Trust Company, in the case of notes denominated in U.S. dollars, (b) CDS Clearing and Depository Services Inc., in the case of notes denominated in Canadian dollars or (c) Euroclear Bank SA/NV and Clearstream Banking S.A., in the case of notes denominated in Australian dollars or pounds sterling.

If we redeem any notes denominated in U.S. dollars, Canadian dollars, Australian dollars or pounds sterling pursuant to a make-whole redemption, unless otherwise specified in the applicable supplement, BofA Securities, Inc., Merrill Lynch Canada Inc., Merrill Lynch (Australia) Futures Limited or Merrill Lynch International, respectively, will act as quotation agent with respect thereto as provided in this section “—Make-Whole Redemption.” Because the quotation agent, including any successor quotation agent or any other entity identified by us in the applicable supplement as a quotation agent, is expected to be our affiliate, the economic interests of such quotation agent may be adverse to the interest of investors in notes subject to our redemption, including with respect to certain determinations and judgments it must make as quotation agent in the event that we redeem notes before maturity pursuant to the make-whole redemption described above. Absent manifest error, all determinations of the applicable quotation agent will be final and binding on you, the trustee and us.

Unless otherwise set forth in the applicable supplement, as used in this prospectus supplement in connection with the redemption of notes denominated in U.S. dollars, Canadian dollars,

 

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Australian dollars or pounds sterling pursuant to a make-whole redemption, the following terms will have the respective meanings set forth below:

For Notes Denominated in U.S. Dollars:

“treasury rate” means, with respect to the applicable redemption date for the notes being redeemed, the rate per annum equal to: (1) the yield, under the heading that represents the average for the week immediately prior to the applicable calculation date, appearing in the most recently published statistical release appearing on the website of the Federal Reserve or in another recognized electronic source, in each case, as determined by the quotation agent in its sole discretion, and that establishes yields on actively traded U.S. Treasury securities adjusted to constant maturity, for the maturity corresponding to the applicable comparable treasury issue; provided that, if no such maturity is within three months before or after the remaining term, yields for the two published maturities most closely corresponding to the applicable comparable treasury issue will be determined and the applicable treasury rate will be interpolated or extrapolated from those yields on a straight-line basis, rounding to the nearest month; or (2) if such release (or any successor release) is not published during the week immediately prior to the applicable calculation date or does not contain such yields, the semi-annual equivalent yield to maturity or interpolated maturity (on a day-count basis) of the applicable comparable treasury issue, calculated using a price for the applicable comparable treasury issue (expressed as a percentage of its principal amount) equal to the related comparable treasury price for such redemption date. The applicable treasury rate will be calculated by the quotation agent on the third business day preceding the applicable redemption date of the relevant series of notes being redeemed.

“comparable treasury issue” means, with respect to the applicable redemption date for the notes being redeemed, the U.S. Treasury security or securities selected by the quotation agent as having an actual or interpolated (on a day-count basis) maturity comparable to the remaining term from such redemption date of the notes to be redeemed that would be utilized, at the time of selection and in accordance with customary financial practice, in pricing new issues of corporate debt securities of comparable maturity to the remaining term of such notes to be redeemed.

“comparable treasury price” means, with respect to any applicable redemption date, (1) the average of the reference treasury dealer quotations for such redemption date, after excluding the highest and lowest reference treasury dealer quotations, provided that the quotation agent obtains five reference treasury dealer quotations, or (2) if the quotation agent obtains fewer than five such reference treasury dealer quotations, the average of all such quotations.

“reference treasury dealer” means (1) BofA Securities, Inc., or its successor or any of our other affiliates that may be identified as a reference treasury dealer in the applicable supplement, unless that firm ceases to be a primary U.S. government securities dealer in New York City (referred to herein as a “primary treasury dealer”), in which case we will substitute another primary treasury dealer, and (2) four other primary treasury dealers that we may select.

“reference treasury dealer quotations” means, with respect to each reference treasury dealer and any redemption date, the average, as determined by the quotation agent, of the bid and asked prices for the applicable comparable treasury issue (expressed in each case as a percentage of its principal amount) quoted in writing to the quotation agent by such reference treasury dealer at 3:30 p.m., New York City time, on the third business day preceding such redemption date.

“quotation agent” means BofA Securities, Inc. or any other entity we identify as the quotation agent in the applicable supplement, including any successor to such entity or, if that firm is unwilling or unable to select the comparable treasury issue, an investment bank of national standing appointed by us.

 

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For Notes Denominated in Canadian Dollars

“GOC Bond Yield” means, on any date of determination, the arithmetic average of the interest rates quoted to the quotation agent by two major Canadian registered investment dealers (that are not the quotation agent) selected by us as being the annual yield to maturity on such date, assuming semi-annual compounding, which a non-callable Government of Canada bond would carry, if issued in Canadian dollars in Canada, at 100% of its principal amount on the applicable redemption date with a maturity date of the final date of the remaining term of the applicable series of notes. The GOC Bond Yield will be determined by the quotation agent as set forth above on the third business day immediately preceding the applicable redemption date.

“quotation agent” means Merrill Lynch Canada Inc. or any other entity we identify as the quotation agent in the applicable supplement, including any successor to such entity or, if that firm is unwilling or unable to select the GOC bond yield, a Canadian investment bank appointed by us.

For Notes Denominated in Australian Dollars

“Australian treasury bond rate” means, with respect to any redemption date, (a) the rate per annum equal to the equivalent yield to maturity as of such date of the comparable Australian treasury bond, assuming a price for the comparable Australian treasury bond (expressed as a percentage of its principal amount) equal to the comparable Australian treasury bond price for such redemption date or (b) if the rate cannot be determined in accordance with clause (a), the rate (expressed as a yield to maturity) published by the Reserve Bank of Australia, as “Indicative Mid Rates of Australian Government Securities” on the Reserve Bank of Australia’s website, at or about 5:00 p.m., Sydney time, on the third business day in Sydney preceding the redemption date, as the average of the buy and sell rates transacted on that day by authorized bond dealers for the series of Australian Commonwealth Government Treasury Bonds with a remaining term to maturity closest to the remaining term of the applicable series of notes. The applicable Australian treasury bond rate will be calculated by the quotation agent on the third business day in Sydney preceding the redemption date.

“AUD Interest Rate Swaps” means, with respect to any redemption date, the rate (expressed as a semi-annual rate which is the average of the “bid” rate and the “ask” rate, in each case, calculated by ICAP Australia Pty Ltd (“ICAP”) (determined using linear interpolation if necessary) calculated for the period from such redemption date to the final date of the remaining term of the applicable series of notes as displayed on Bloomberg page “ICAP, IAUS, 34” titled ‘AUD Interest Rate Swaps’ at or around 10:00 a.m., Sydney time, three business days before such redemption date (or if ICAP no longer calculates that rate or it is not displayed on Bloomberg, the rate determined by the calculation agent to be appropriate having regard to the market rates and sources then available). The applicable AUD Interest Rate Swaps will be calculated by the quotation agent on the third business day in Sydney preceding the redemption date.

“comparable Australian treasury bond” means the Australian Commonwealth Government Treasury security selected by a reference Australian treasury bond dealer as having a fixed maturity most nearly equal to the remaining term of the applicable series of notes, and that would be utilized at the time of selection and in accordance with customary financial practice in pricing new issues of Australian dollar-denominated corporate debt securities in a principal amount approximately equal to the then outstanding principal amount of the notes and of a comparable maturity most nearly equal to the remaining term of the applicable series of notes; provided, however, that, if the remaining term of the applicable series of notes is less than one year, a fixed maturity of one year shall be used.

“comparable Australian treasury bond price” means, with respect to any redemption date, the average of all reference Australian treasury bond dealer quotations for such date (which, in any

 

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event, must include at least two such quotations), after excluding the highest and lowest such reference Australian treasury bond dealer quotations, or if fewer than four such reference Australian treasury bond dealer quotations are obtained, the average of all such quotations.

“quotation agent” means Merrill Lynch (Australia) Futures Limited, or any other entity we identify as the quotation agent in the applicable supplement, including any successor to such entity or, if that firm is unwilling or unable to perform as described above, an investment bank of national standing appointed by us.

“reference Australian treasury bond dealer” means any authorized bond dealer appointed by us.

“reference Australian treasury bond dealer quotations” means, with respect to each reference Australian treasury bond dealer and any redemption date, the average, as determined by the quotation agent, of the bid and offered prices for the comparable Australian treasury bond (expressed in each case as a percentage of its principal amount) quoted in writing to the quotation agent by such reference Australian treasury bond dealer at 3:30 p.m., Sydney time, on the third business day in Sydney preceding the redemption date.

For Notes Denominated in Pounds Sterling

“UK Government Bond (Gilt) rate” means, with respect to the applicable redemption date, (1) the rate per annum equal to the equivalent yield to maturity or interpolated yield to maturity as of such redemption date of the reference security, assuming a price for the reference security (expressed as a percentage of its principal amount) equal to the reference security price for such redemption date or (2) if the rate cannot be determined in accordance with clause (1) above, the rate calculated based on averaged mid-price of conventional UK Government Bond (Gilt) (expressed as a yield to maturity) published by FTSE Russell and Tradeweb (or any successor provider) at or about 6:30 p.m., London time, on the fourth London banking day preceding the redemption date for the series of conventional UK Government Bond (Gilt), in each case with a remaining term to maturity closest to the remaining term of such notes.

“quotation agent” means Merrill Lynch International, or any other entity we identify as the quotation agent in the applicable supplement, including any successor to such entity or, if that firm is unwilling or unable to perform as described above, an investment bank of national standing appointed by us.

“reference security” means, as determined by the quotation agent in its sole discretion: (i) one or more UK Government Bond (Gilt) selected by the quotation agent as having an actual or interpolated maturity comparable with the remaining term of the notes to be redeemed, being equal to the length of the period commencing on the applicable redemption date to the last day of the applicable remaining term of the notes, or (ii) the benchmark or reference rate selected by the quotation agent that would be utilized, at the time of selection and in accordance with customary financial practice, in pricing new issues of corporate debt securities denominated in pounds sterling and having a comparable maturity to the remaining term of such notes.

“reference security price” means, with respect to any relevant redemption date, (1) the arithmetic average of reference security dealer quotations for the related redemption date, after excluding the highest and lowest such quotations, or (2) if the reference security dealer obtains fewer than the number of quotations specified in the applicable supplement, the arithmetic average of all such quotations.

“reference security dealer quotations” means, with respect to each reference security dealer and any relevant redemption date, the arithmetic average, as determined by the quotation agent, of

 

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the bid and offered prices for the reference security (expressed in each case as a percentage of its nominal amount) at 6:30 p.m., London time, on the fourth London banking day (or such other number of business days as we specify in the applicable supplement) preceding such redemption date quoted in writing to the quotation agent by such reference security dealer.

“reference security dealers” means each of the investment banks or dealers or financial institutions we select (the number of which to be equal to the number of reference security dealers specified in the applicable supplement), which may include the quotation agent, or our affiliates, which are (1) primary government security dealers in pounds sterling, and their respective successors, or (2) market makers in pricing corporate bond issues denominated in pounds sterling.

Repayment

The applicable supplement will indicate whether the notes can be repaid at the holder’s option prior to their stated maturity. If the notes may be repaid prior to their stated maturity, the applicable supplement will indicate the amount at which we will repay the notes and the procedure for repayment. Unless we specify otherwise in the applicable supplement, to the extent then required by applicable laws or regulations, the subordinated notes may not be repaid prior to their stated maturity without the requisite prior approvals, if any, from applicable regulators.

Reopenings

We have the ability to “reopen,” or increase after the issuance date, the principal amount of a particular tranche or series of our notes without notice to the investors in existing notes by selling additional notes having the same terms, provided that such additional notes shall be fungible for U.S. federal income tax purposes. However, any new notes of this kind may have a different offering price and may begin to bear interest at a different date.

Extendible/Renewable Notes

We may issue notes for which the maturity date may be extended at our option or renewed at the option of the holder for one or more specified periods, up to but not beyond the final maturity date stated in the note. The specific terms of and any additional considerations relating to extendible or renewable notes will be set forth in the applicable supplement.

Other Provisions

Any provisions with respect to the determination of an interest rate basis, the specification of interest rate basis, the calculation of the applicable interest rate, the amounts payable at maturity, earlier redemption or repayment, as the case may be, the interest payment dates, or any other related matters for a particular tranche of notes, may be modified as described in the applicable supplement.

Repurchase

We, or our affiliates, may purchase at any time our notes by tender, in the open market at prevailing prices or in private transactions at negotiated prices. If we purchase notes in this manner, we have the discretion to hold, resell, or cancel any repurchased notes. The repurchase of any note that is our eligible LTD will require the prior approval of the Federal Reserve if after such repurchase we would fail to satisfy our requirements as to eligible LTD or total loss-absorbing capacity under the TLAC Rules. Unless we specify otherwise in the applicable supplement, to the extent then required by applicable laws or regulations, the subordinated notes may not be repurchased prior to their stated maturity without the requisite prior approvals, if any, from applicable regulators.

 

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Form, Exchange, Registration, and Transfer of Notes

Global Notes and Master Global Notes

We will issue each note in book-entry only form, unless otherwise specified in the applicable supplement. This means that we will not issue certificated notes in definitive form to each beneficial owner. Instead, the notes will be in the form of a global note or a master global note, in fully registered form, registered and held in the name of the applicable depository or a nominee of that depository (or, in the case of notes cleared through Euroclear and Clearstream, a nominee of a common depositary or common safekeeper for such depository).

If we so specify in the applicable supplement, your notes will be represented by a master global note. This kind of global note represents multiple notes that have different terms and are issued at different times. Each note evidenced by a master note will be identified by the trustee on a schedule to the master note. If we do not specify in the applicable supplement that your notes will be represented by a master global note, then the notes represented by the same global note will have the same terms.

Depositories for Global Notes and Master Global Notes

Unless otherwise specified in the applicable supplement, the depository for the notes denominated in U.S. dollars will be DTC. Such notes will be registered in the name of Cede & Co. (DTC’s partnership nominee) or any other name as may be requested by an authorized representative of DTC and will be deposited with DTC.

Unless otherwise specified in the applicable supplement, the depository for notes denominated in Canadian dollars will be CDS Clearing and Depository Services Inc. (“CDS”). Such notes will be issued as one or more registered global notes initially registered in the name of CDS & CO., as nominee for CDS, and deposited with CDS.

Unless otherwise specified in the applicable supplement, the depository for notes denominated in Australian dollars, pounds sterling or euro will be Euroclear and/or Clearstream. Such notes may be issued either under the New Safekeeping Structure (the “NSS”) or the Classic Safekeeping Structure (the “CSS”). Notes issued under the NSS will be registered in the name of a nominee of a common safekeeper for Euroclear and Clearstream. Notes issued under the CSS will be registered in the name of a nominee of a common depositary for Euroclear and Clearstream. The notes will be deposited with such common safekeeper or common depositary, as applicable.

If so specified in the applicable supplement, notes denominated in Australian dollars, pounds sterling or euro may be issued in the form of two global notes, each in fully registered form, one of which will be registered in the name of DTC or its nominee and deposited with its custodian, and one of which will be either (i) in the case of notes issued under the NSS, registered in the name of a nominee of a common safekeeper for Euroclear and Clearstream and deposited with such common safekeeper, or (ii) in the case of notes issued under the CSS, registered in the name of a nominee of a common depositary for Euroclear and Clearstream and deposited with such common depositary.

DTC, CDS, Euroclear, and Clearstream, as depositories for global securities, and some of their policies and procedures, are described under “Registration and Settlement—Depositories for Global Securities” in the accompanying prospectus. For more information about book-entry only notes and the procedures for registration, settlement, exchange, and transfer of book-entry only notes, see “Description of Debt Securities—Form and Denomination of Debt Securities” and “Registration and Settlement” in the accompanying prospectus.

 

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Eurosystem Eligibility of Notes Issued Under Euroclear/Clearstream’s New Safekeeping Structure

The European Central Bank (“ECB”) has announced that notes issued under the NSS will be eligible as collateral for Eurosystem credit operations (“Eurosystem eligible”), provided that certain other criteria for such eligibility are met. Unless otherwise specified in the applicable supplement, notes issued under the NSS are intended to be Eurosystem eligible, meaning that the notes are intended upon issuance to be deposited with an international central securities depository (“ICSD”) as common safekeeper, and registered in the name of a nominee of an ICSD acting as common safekeeper for Euroclear and Clearstream, and does not necessarily mean that the notes will be recognized as eligible collateral for Eurosystem monetary policy and intra-day credit operations by the Eurosystem either upon issuance or at any or all times during their life. Such recognition will depend upon the ECB being satisfied that Eurosystem eligibility criteria have been met. The ECB has published on its webpage information on its collateral eligibility criteria. Among other criteria, the information published by the ECB indicates that, effective as of February 8, 2018, unsecured debt instruments issued by credit institutions, or their closely-linked entities, such as Bank of America Corporation, that are not established in the EU member states are not Eurosystem eligible. Therefore, as of the date of this prospectus supplement, the notes will not be recognized as eligible collateral for Eurosystem monetary and intra-day credit operations. In addition, notes issued under the CSS will not be Eurosystem eligible.

Definitive Notes

In the future, we may cancel a global note or we may issue securities initially in non-global, or definitive, form. We do not expect to exchange global securities for actual notes or certificates registered in the names of the beneficial owners of the global securities representing the securities unless:

 

•

the depository notifies us that it is unwilling or unable to continue as depository for the global securities, or the depository ceases to be a clearing agency registered under the Exchange Act or otherwise authorized under applicable law or regulation, and, in either case, we do not appoint a successor depositary within 90 calendar days after receiving such notice or becoming aware of the foregoing;

 

•

after the original issue date of a series of notes, the depository and/or relevant clearing system has ceased to operate as such and no alternative depositary and/or clearing system approved by the applicable holders is available; or

 

•

we, in our sole discretion, elect to issue definitive notes.

If we ever issue notes in definitive form, unless we specify otherwise in the applicable supplement, those notes will be in registered form, and the exchange, registration, or transfer of those notes will be governed by the applicable Indenture and the procedures described under “Description of Debt Securities—Exchange, Registration, and Transfer” in the accompanying prospectus.

 

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U.S. FEDERAL INCOME TAX CONSIDERATIONS

For the material U.S. federal income tax considerations of the acquisition, ownership and disposition of certain notes, see “U.S. Federal Income Tax Considerations” on page 104 of the accompanying prospectus and the section “—Taxation of Debt Securities” of that section. Special U.S. federal income tax rules are applicable to certain types of notes we may issue under this prospectus supplement. The material U.S. federal income tax considerations with respect to any notes we issue, and which are not addressed in the accompanying prospectus, will be discussed in the applicable supplement.

You should consult with your own tax advisor before investing in the notes.

 

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SUPPLEMENTAL PLAN OF DISTRIBUTION (CONFLICTS OF INTEREST)

We are offering the notes for sale on a continuing basis through the selling agents. The selling agents may act either on a principal basis or on an agency basis. We may offer the notes at varying prices relating to prevailing market prices at the time of resale, as determined by the selling agents, or, if so specified in the applicable supplement, for resale at a fixed public offering price. The applicable supplement will set forth the initial price for the notes, or whether they will be sold at varying prices.

If we sell notes on an agency basis, we will pay a commission to the selling agent to be negotiated at the time of sale. The commission will be determined at the time of sale and will be specified in the applicable supplement. Each selling agent will use its reasonable best efforts when we request it to solicit purchases of the notes as our agent.

Unless otherwise agreed and specified in the applicable supplement, if notes are sold to a selling agent acting as principal, for its own account, or for resale to one or more investors or other purchasers, including other broker-dealers, then any notes so sold will be purchased by that selling agent at a price equal to 100% of the principal amount of the notes less a commission that will be a percentage of the principal amount determined as described above. Notes sold in this manner may be resold by the selling agent to investors and other purchasers from time to time in one or more transactions, including negotiated transactions, at a fixed public offering price or at varying prices determined at the time of sale, or the notes may be resold to other dealers for resale to investors. The selling agents may allow any portion of the discount received in connection with the purchase from us to the dealers, but the discount allowed to any dealer will not be in excess of the discount to be received by the selling agent from us. After the initial public offering of notes, the selling agent may change the public offering price or the discount allowed to dealers.

We also may sell notes directly to investors, without the involvement of any selling agent. In this case, we would not be obligated to pay any commission or discount in connection with the sale, and we would receive 100% of the principal amount of the notes so sold, unless otherwise specified in the applicable supplement.

We will name any selling agents or other persons through which we sell any notes, as well as any commissions or discounts payable to those selling agents or other persons, in the applicable supplement. As of the date of this prospectus supplement, our selling agent is BofA Securities, Inc. (“BofAS”). We will enter into a distribution agreement with BofAS that describes the offering of notes by them as our agent and as our principal. The form of distribution agreement was filed as an exhibit to the registration statement of which this prospectus supplement forms a part. We also may accept offers to purchase notes through additional selling agents on substantially the same terms and conditions, including commissions, as would apply to purchases through BofAS under the distribution agreement. BofAS may assign its rights under the distribution agreement to another one of our broker-dealer affiliates under the circumstances set forth in the distribution agreement. If a selling agent purchases notes as principal, that selling agent usually will be required to enter into a separate purchase agreement for the notes, and may be referred to in that purchase agreement and the applicable supplement, along with any other selling agents, as an “underwriter.”

We have the right to withdraw, cancel, or modify the offer made by this prospectus supplement without notice. We will have the sole right to accept offers to purchase notes, and we, in our absolute discretion, may reject any proposed purchase of notes in whole or in part. Each selling agent will have the right, in its reasonable discretion, to reject in whole or in part any proposed purchase of notes through that selling agent.

 

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Unless otherwise specified in the applicable supplement, the obligations of the selling agents under the distribution agreement, including any agreement to purchase notes, will be several and not joint. With respect to any offering of notes, the selling agents will offer the notes subject to prior sale, when, as and if issued and accepted by them, subject to the satisfaction of conditions described in the distribution agreement and any other agreement between us and the selling agents, including any terms agreement.

Any selling agent participating in the distribution of the notes may be considered to be an underwriter, as that term is defined in the Securities Act. We have agreed to indemnify each selling agent and certain other persons against certain liabilities, including liabilities under the Securities Act, or to contribute to payments that the selling agents may be required to make. We also have agreed to reimburse the selling agents for certain expenses.

The notes will not have an established trading market when issued, and we do not intend to list the notes on any securities exchange, unless otherwise specified in the applicable supplement. Any selling agent may purchase and sell notes in the secondary market from time to time. However, no selling agent is obligated to do so, and any selling agent may discontinue making a market in the notes at any time without notice. There is no assurance that there will be a secondary market for any of the notes.

To facilitate offerings of the notes by a selling agent that purchases notes as principal, and in accordance with industry practice, selling agents may engage in transactions that stabilize, maintain, or otherwise affect the market price of the notes. Those transactions may include overallotment, entering stabilizing bids, effecting syndicate-covering transactions, and imposing penalty bids to reclaim selling concessions allowed to a member of the syndicate or to a dealer, as follows:

 

•

An overallotment in connection with an offering creates a short position in the offered securities for the selling agent’s own account.

 

•

A selling agent may place a stabilizing bid to purchase a note for the purpose of pegging, fixing, or maintaining the price of that note.

 

•

Selling agents may engage in syndicate-covering transactions to cover overallotments or to stabilize the price of the notes by bidding for, and purchasing, the notes or any other securities in the open market in order to reduce a short position created in connection with the offering.

 

•

The selling agent that serves as syndicate manager may impose a penalty bid on a syndicate member to reclaim a selling concession in connection with an offering when offered securities originally sold by the syndicate member are purchased in syndicate-covering transactions, in stabilization transactions, or otherwise.

In connection with any offering of the notes, we may appoint a “stabilizing manager,” in which case the stabilizing manager will be identified in the applicable supplement. The stabilizing manager (or persons acting on its behalf), if any, may over allot notes or effect transactions with a view to supporting the market price of the applicable notes during the stabilization period at a level higher than that which might otherwise prevail. However, stabilization action may not necessarily occur. Any stabilization action may begin on or after the date on which adequate public disclosure of the terms of the offer of the applicable series of notes is made and, if begun, may be ended at any time, but it must end no later than 30 days after the date on which we receive the proceeds of the applicable offering of notes, or no later than 60 days after the date of allotment of the applicable series of notes, whichever is the earlier. Any stabilization action or over allotment must be

 

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conducted by the stabilizing manager (or persons acting on its behalf) in accordance with all applicable laws and rules and will be undertaken at the offices of the stabilizing manager (or persons acting on its behalf) and, if applicable, on the applicable securities exchange on which the applicable series of notes is listed (if any).

Any of these activities may stabilize or maintain the market price of the securities above independent market levels. The selling agents are not required to engage in these activities, and may end any of these activities at any time. The stabilizing manager (if any) may conduct these activities in the over-the-counter market or otherwise. If the stabilizing manager (if any) commences any of these transactions, it may discontinue them at any time.

BofAS, a selling agent and one of our affiliates, is a broker-dealer and member of the Financial Industry Regulatory Authority, Inc., or “FINRA.” Each initial offering and any remarketing of notes involving any of our broker-dealer affiliates, including BofAS, will be conducted in compliance with the requirements of FINRA Rule 5121 regarding a FINRA member firm’s offer and sale of securities of an affiliate. None of our broker-dealer affiliates that is a FINRA member will execute a transaction in the notes in a discretionary account without specific prior written approval of the customer. For more information, see “Plan of Distribution (Conflicts of Interest)—Conflicts of Interest” in the accompanying prospectus.

Following the initial distribution of any notes, our broker-dealer affiliates, including BofAS, may buy and sell the notes in market-making transactions as part of their business as a broker-dealer. Resales of this kind may occur in the open market or may be privately negotiated at prevailing market prices at the time of sale. Notes may be sold in connection with a remarketing after their purchase by one or more firms. Any of our affiliates may act as principal or agent in these transactions.

This prospectus supplement may be used by one or more of our affiliates in connection with offers and sales related to market-making transactions in the notes, including block positioning and block trades, to the extent permitted by applicable law. Any of our affiliates may act as principal or agent in these transactions.

Notes sold in market-making transactions include notes issued after the date of this prospectus supplement as well as previously-issued securities. Information about the trade and settlement dates, as well as the purchase price, for a market-making transaction will be provided to the purchaser in a separate confirmation of sale. Unless we or one of our selling agents informs you in the confirmation of sale that notes are being purchased in an original offering and sale, you may assume that you are purchasing the notes in a market-making transaction.

BofAS and other selling agents that we may name in the future, or their affiliates, have engaged, and may in the future engage, in investment banking, commercial banking, and financial advisory transactions with us and our affiliates. These transactions are in the ordinary course of business for the selling agents and us and our respective affiliates. In these transactions, the selling agents or their affiliates receive customary fees and expenses.

In the applicable supplement, we will specify the settlement period for the offered notes. Under Rule 15c6-1 of the Exchange Act, trades in the secondary market generally are required to settle in two business days, unless the parties to a trade expressly agree otherwise. Accordingly, if we specify a longer settlement cycle in the applicable supplement for an offering of notes, purchasers who wish to trade those notes on any date prior to two business days before delivery of the notes, will be required to specify an alternative settlement cycle at the time of the trade to prevent a failed settlement and should consult their own advisors in connection with that election.

 

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Selling Restrictions

General. Each of the selling agents, severally and not jointly, has represented and agreed, and each further selling agent appointed in connection with the notes will be required to represent and agree, that it has not and will not offer, sell, or deliver any note, directly or indirectly, or distribute this prospectus supplement or the accompanying prospectus, or any other offering material relating to any of the notes, in any jurisdiction except under circumstances that will result in compliance with applicable laws and regulations and that will not impose any obligations on us except as set forth in the distribution agreement.

Argentina. We have not made, and will not make, any application to obtain an authorization from the Comisión Nacional de Valores (the “CNV”) for the public offering of the notes in Argentina. The CNV has not approved the notes, the offering, this prospectus supplement or the accompanying prospectus, or any other document relating to the offering or issuance of the notes. The selling agents have represented and agreed, and each further selling agent appointed in connection with the notes will be required to represent and agree, that it has not offered or sold, and will not offer or sell, any of the notes in Argentina, except in transactions that will not constitute a public offering of the notes within the meaning of Sections 2 and 83 of the Argentine Capital Markets Law No. 26,831, as amended, supplemented or otherwise modified.

Australia. No prospectus or other disclosure document (as defined in the Corporations Act of 2001 (Cth) of Australia (the “Corporations Act”)) in relation to the program or any notes has been, or will be, lodged with the Australian Securities and Investments Commission or the Australian Securities Exchange operated by ASX Limited (“ASX”). Each selling agent has represented and agreed, and each further selling agent appointed in connection with the notes will be required to represent and agree, that in connection with the distribution of the notes, that it:

 

(a)

has not (directly or indirectly) made or invited, and will not make or invite, an offer of the notes for issue or sale in Australia (including an offer or invitation which is received by a person in Australia); and

 

(b)

has not distributed or published, and will not distribute or publish, this prospectus supplement, the accompanying prospectus or any other offering material or advertisement relating to any notes in Australia, unless:

 

(i)

the aggregate consideration payable by each offeree is at least A$500,000 (or its equivalent in an alternate currency, in either case, disregarding moneys lent by the offeror or its associates) or the offer or invitation does not otherwise require disclosure to investors under Parts 6D.2 or 7.9 of the Corporations Act;

 

(ii)

the offer or invitation does not constitute an offer to a “retail client” as defined for the purposes of section 761G of the Corporations Act;

 

(iii)

such action complies with any applicable laws, regulations and directives in Australia; and

 

(iv)

such action does not require any document to be lodged with ASIC or the ASX.

We are not authorized under the Banking Act 1959 of the Commonwealth of Australia (the “Australian Banking Act”) to carry on banking business and are not subject to prudential supervision by the Australian Prudential Regulation Authority. The notes are not Deposit Liabilities under the Australian Banking Act. We are the holding corporation for Bank of America, N.A.

 

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Austria. Any person who is in, or comes into, possession of this prospectus supplement and the accompanying prospectus understands and acknowledges that no action has been or will be taken which would allow a public offering (öffentliches Angebot) of the notes in Austria unless it is in compliance with the relevant provisions of the Austrian Capital Market Act (Kapitalmarktgesetz) and the Regulation (EU) 2017/1129 of the European Parliament and of the Council of 14 June 2017 on the prospectus to be published when securities are offered to the public or admitted to trading on a regulated market (“EU Prospectus Regulation”). The notes are being sold in Austria exclusively to qualified investors within the meaning of section 1 paragraph 1 subparagraph 6 Austrian Capital Market Act or Article 2 lit. e) of the EU Prospectus Regulation (“qualified investors”) in reliance on the prospectus exemption set forth under the Austrian Capital Market Act or the EU Prospectus Regulation, and in accordance with Austrian securities, tax, and other applicable laws and regulations. In particular, no prospectus within the meaning of the Austrian Capital Market Act or the EU Prospectus Regulation has been, or will be published for the sale of the notes in Austria. Accordingly, the notes may not be offered, sold, or delivered to any person who is not a qualified investor and this prospectus supplement, the accompanying prospectus and any other offering material is directed only at qualified investors and may not be distributed or made available to any other person in Austria. Any person who is not a qualified investor must not act or rely on this private offering memorandum or any of its contents. Any investment or investment activity to which this private offering memorandum relates is available only to qualified investors and will be engaged in only with qualified investors. We are a U.S. bank holding company and a financial holding company. We are not a bank under the Austrian Banking Act (Bankwesengesetz) and are not EU passported to perform banking business in Austria.

Bermuda. The notes being offered hereby are being offered on a private basis to investors. This prospectus supplement and the accompanying prospectus are not subject to, and have not received approval from, either the Bermuda Monetary Authority or the Bermuda Registrar of Companies and no statement to the contrary, explicit or implicit, is authorized to be made in this regard. The notes may be offered or sold in Bermuda only in compliance with the provisions of the Investment Business Act of 2003 of Bermuda and the Investment Funds Act 2006 of Bermuda which regulate the sale or promotion of fund interests or securities in Bermuda. Additionally, non-Bermudian persons (including companies) may not carry on or engage in any trade or business in Bermuda unless such persons are permitted to do so under applicable Bermuda legislation.

Canada. Each selling agent has represented and agreed, and each further selling agent appointed in connection with the notes will be required to represent and agree, that in connection with the distribution of the notes it will sell the notes from outside Canada solely to purchasers purchasing as principal that are both “accredited investors” as defined in National Instrument 45-106 Prospectus Exemptions or subsection 73.3(1) of the Securities Act (Ontario) and “permitted clients” as defined in National Instrument 31-103 Registration Requirements, Exemptions and Ongoing Registrant Obligations.

Chile. The notes have not been registered with the Comisión para el Mercado Financiero in Chile and may not be offered or sold publicly in Chile.

The People’s Republic of China. This prospectus supplement and the accompanying prospectus, and any other offering materials relating to the notes, have not been filed with or approved by the People’s Republic of China (for such purposes, not including Hong Kong, Macau and Taiwan) authorities, and is not an offer of securities (whether initial public offering or private placement) within the meaning of the Securities Law or other pertinent laws and regulations of the People’s Republic of China. No person is authorized to and no person may forward or deliver this prospectus supplement and the accompanying prospectus, or any other offering materials relating to the notes, to the general public or unspecified recipients in the People’s Republic of China. There is no open market in the People’s Republic of China for the notes, and the notes may not be sold,

 

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transferred, offered for sale, pledged or encumbered in the People’s Republic of China unless permitted by the People’s Republic of China laws and regulations.

Prohibition of Sales to EEA Retail Investors. Each selling agent has represented and agreed, and each further selling agent appointed in connection with the notes will be required to represent and agree, that it has not offered, sold or otherwise made available and will not offer, sell or otherwise make available any notes which are the subject of the offering contemplated by this prospectus supplement and the accompanying prospectus in relation thereto to any retail investor in the EEA. For the purposes of this provision:

 

(a)

the expression “retail investor” means a person who is one (or more) of the following:

 

(i)

a retail client as defined in point (11) of Article 4(1) of Directive 2014/65/EU on markets in financial instruments (as amended, “MiFID II”); or

 

(ii)

a customer within the meaning of Directive 2002/92/EC (as amended, the “Insurance Distribution Directive”), where that customer would not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II; or

 

(iii)

not a qualified investor as defined in Regulation (EU) 2017/1129 (as amended, the “EU Prospectus Regulation”); and

 

(b)

the expression an “offer” includes the communication in any form and by any means of sufficient information on the terms of the offer and the notes to be offered so as to enable an investor to decide to purchase or subscribe the notes.

France. This prospectus supplement and the accompanying prospectus have not been approved by the Autorité des marchés financiers (“AMF”).

Each of the selling agents has represented and agreed, and each further selling agent appointed in connection with the notes will be required to represent and agree, that it has offered or sold and will offer or sell, directly or indirectly, notes to the public in France, and has distributed or caused to be distributed and will distribute or cause to be distributed to the public in France, this prospectus supplement and the accompanying prospectus, or any other offering material relating to the notes, and that such offers, sales and distributions have been and will be made in France only to (a) qualified investors (investisseurs qualifiés) within the meaning of Article 2(e) of Regulation 2017/1129 of the European Parliament and of the Council of 14 June 2017 on the prospectus to be published when securities are offered to the public or admitted to trading on a regulated market (the “EU Prospectus Regulation”), (b) a restricted group of investors (cercle restreint d’investisseurs) acting for their own account and/or (c) other investors in circumstances which do not require the publication by the offeror of a prospectus or of a summary information document (document d’information synthétique) pursuant to the French Code monétaire et financier and the Règlement général of the AMF all as defined in, and in accordance with, Articles L.411-2 and L.411-2-1 and Articles D.411-2 to D.411-4 of the French Code monétaire et financier, the Règlement général of the AMF and other applicable regulations such as the EU Prospectus Regulation.

The direct or indirect resale of the notes to the public in France may be made only as provided by, and in accordance with, Articles L.411-1, L.411-2, L.411-2-1 and L.621-8 to L.621-8-2 of the French Code monétaire et financier and Articles 5 and seq. of the EU Prospectus Regulation.

 

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Hong Kong. In relation to each tranche of notes that we issue, each selling agent has represented and agreed, and each further selling agent appointed in connection with the notes will be required to represent and agree, that:

 

(a)

it has not offered or sold and will not offer or sell in the Hong Kong Special Administrative Region of the People’s Republic of China (“Hong Kong”), by means of any document, any notes (except for notes which are a “structured product” as defined in the Securities and Futures Ordinance (Cap. 571) of Hong Kong (the “SFO”)) other than (i) to “professional investors” as defined in the SFO and any rules made under the SFO; or (ii) in other circumstances which do not result in the document being a “prospectus” as defined in the Companies (Winding Up and Miscellaneous Provisions) Ordinance (Cap. 32) of Hong Kong (the “CWUMPO”) or which do not constitute an offer to the public within the meaning of the CWUMPO; and

 

(b)

it has not issued or had in its possession for the purposes of issue, and will not issue or have in its possession for the purposes of issue, whether in Hong Kong or elsewhere, any advertisement, invitation, or document relating to the notes, which is directed at, or the contents of which are likely to be accessed or read by, the public of Hong Kong (except if permitted to do so under the securities laws of Hong Kong) other than with respect to the notes which are or are intended to be disposed of only to persons outside Hong Kong or only to “professional investors” as defined in the SFO and any rules made under the SFO.

Israel. This prospectus supplement and the accompanying prospectus are intended solely for investors listed in the First Supplement of the Israeli Securities Law of 1968, as amended. A prospectus has not been prepared or filed, and will not be prepared or filed, in Israel relating to the notes offered hereunder. The notes cannot be resold in Israel other than to investors listed in the First Supplement of the Israeli Securities Law of 1968, as amended. Subject to any applicable law, the notes offered hereunder may not be offered or sold to more than thirty-five offerees, in the aggregate, who are resident in the State of Israel, and who are not listed in the First Supplement of the Israeli Securities Law of 1968, as amended.

No action will be taken in Israel that would permit an offering of the notes or the distribution of any offering document or any other material to the public in Israel. In particular, any such offering document or other material has not been reviewed or approved by the Israel Securities Authority. Any material provided to an offeree in Israel may not be reproduced or used for any other purpose, nor be furnished to any other person other than those to whom copies have been provided directly by us or the selling agents. Any such material shall not be transferred to any other party without our prior written consent or the prior written consent of the selling agent(s).

Nothing in this prospectus supplement, the accompanying prospectus or any other offering document/marketing material or other material relating to the notes, should be considered as the rendering of a recommendation or advice, including investment advice or investment marketing under the Law For Regulation of Investment Advice, Investment Marketing and Investment Portfolio Management, 1995, to purchase the notes. We or the selling agents do not recommend, advise or express any opinion with respect to the notes which are the subject matter of any such materials provided to an offeree, not with respect to the advisability of investing in the notes, nor with respect to the advisability of investment in any party affiliated thereto.

The purchase of any note will be based on an investor’s own understanding, for the investor’s own benefit and for the investor’s own account and not with the aim or intention of distributing or offering to other parties. In purchasing the notes, each investor declares that it has the knowledge, expertise and experience in financial and business matters so as to be capable of evaluating the risks and merits of an investment in the notes, without relying on any of the materials provided.

 

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Italy. The offering of the notes has not been registered with CONSOB–Commissione Nazionale per le Società e la Borsa (the Italian Companies and Exchange Commission) pursuant to Italian securities legislation and, accordingly, no such notes may be offered, sold or delivered, nor may copies of this prospectus supplement or the accompanying prospectus or of any other document relating to the notes be distributed in the Republic of Italy except:

 

(a)

to qualified investors (investitori qualificati), as defined in Article 34-ter, first paragraph, letter b), of CONSOB Regulation No. 11971 of May 14, 1999, as amended (“CONSOB Regulation No. 11971”), pursuant to Article 100 of Legislative Decree No. 58 of February 24, 1998, as amended (the “Italian Financial Services Act”); or

 

(b)

in other circumstances which are exempted from the rules on offerings of securities to the public (pursuant to Article 100 of the Italian Financial Services Act and Article 34-ter, first paragraph, of CONSOB Regulation No. 11971.

Any offer, sale or delivery of the notes or distribution of copies of this prospectus supplement and the accompanying prospectus or any other document relating to such notes in the Republic of Italy under (a) or (b) above must be:

 

(i)

made by an investment firm, bank or financial intermediary permitted to conduct such activities in the Republic of Italy in accordance with the Italian Financial Services Act, Legislative Decree No. 385 of September 1, 1993, as amended (the “Consolidated Banking Act”), and CONSOB Regulation No. 20307 of February 15, 2018 (as amended from time to time);

 

(ii)

in compliance with Article 129 of Consolidated Banking Act, as amended, and the implementing guidelines of the Bank of Italy, as amended from time to time, pursuant to which the Bank of Italy may require us or any entity offering the notes to provide data and information on the issue or the offer of the notes in the Republic of Italy; and

 

(iii)

in compliance with any other applicable laws and regulations, as well as with any regulations or requirements imposed by CONSOB, the Bank of Italy or other Italian authority.

Please note that in accordance with Article 100-bis of the Italian Financial Services Act, concerning the circulation of financial products, where no exemption from the rules on offerings of securities to the public applies under (a) and (b) above, the subsequent distribution of the notes on the secondary market in Italy must be made in compliance with the public offer and the prospectus requirement rules provided under the Italian Financial Services Act and CONSOB Regulation No. 11971. Furthermore, Article 100-bis of the Italian Financial Services Act affects the transferability of the notes in the Republic of Italy to the extent that any placing of the notes is made solely with qualified investors and the notes are then systematically resold to non-qualified investors on the secondary market at any time in the 12 months following such placing. Where this occurs, if a prospectus has not been published, purchasers of the notes who are acting outside of the course of their business or profession may be entitled to declare such purchase null and void and to claim damages from any authorized intermediary at whose premises the notes were purchased, unless an exemption provided for by the Italian Financial Services Act applies.

Japan. The notes have not been and will not be registered under the Financial Instruments and Exchange Act of Japan (Act No. 25 of 1948, as amended, the “FIEA”). Each selling agent has represented, warranted and agreed, and each further selling agent or distributor appointed in respect of the notes will be required to represent, warrant and agree, that it has not offered or sold and will not offer or sell any notes, directly or indirectly, in Japan or to, or for the benefit of, any

 

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resident of Japan (which term as used herein means any person or resident in Japan, including any corporation or other entity organized under the laws of Japan) or to others for reoffering or resale, directly or indirectly, in Japan or to, or for the benefit of, a resident of Japan, except pursuant to an exemption from the registration requirements of, and otherwise in compliance with, the FIEA and any other applicable laws, regulations, and ministerial guidelines of Japan.

If the solicitation constitutes qualified institutional investors solicitation (tekikaku-kikan-toshika-muke-kanyu) under Article 23-13, Paragraph 1 of the FIEA (the “QII Solicitation”), the notes are being solicited only to qualified institutional investors (the “QIIs”) as defined in Article 10 of the Cabinet Office Ordinance Concerning the Definition of Terms provided in Article 2 of the FIEA and the investor of any notes is prohibited from transferring such notes to any person in any way other than to QIIs. As the solicitation of offering constitutes QII Solicitation, no securities registration statement has been or will be filed under Article 4, Paragraph 1 of the FIEA.

If the solicitation constitutes small number of investors solicitation (shoninzu-muke-kanyu) under Article 23-13, Paragraph 4 of the FIEA (the “Small Number of Investors Solicitation”), the notes are being solicited only to a small number of potential investors (i.e., less than 50 offerees, except QIIs who are solicited pursuant to the QII Solicitation), and the investor of any notes (other than the above mentioned QII investors) is prohibited from transferring such notes to another person in any way other than as a whole to one transferee unless the total number of notes is less than 50 and the notes cannot be divided into any unit/denomination smaller than the unit/denomination represented on the note certificate therefor. As the offering constitutes Small Number of Investors Solicitation, no securities registration statement has been or will be filed under Article 4, Paragraph 1 of the FIEA.

Mexico. The notes have not been and will not be registered in the National Securities Registry (Registro Nacional de Valores). Therefore, the notes may not be offered or sold in the United Mexican States (“Mexico”) by any means except in circumstances which constitute a private offering (oferta privada) pursuant to Article 8 of the Securities Market Law (Ley del Mercado de Valores) and its regulations. All applicable provisions of the Securities Market Law must be complied with in respect to anything done in relation to the notes in, from or otherwise involving Mexico.

Bank of America Corporation is an entity incorporated pursuant to the laws of the United States of America and holds no authorization, permit or license issued by any Mexican governmental agency, regulator or authority in order to operate as a financial entity in Mexico and is not subject to the supervision of Mexican financial authorities.

Netherlands. Any offer of the notes in any member state of the EEA must be made in accordance with an exemption under the EU Prospectus Regulation 2017/1129 (the “EU Prospectus Regulation”), as amended or replaced from time to time, as implemented in that relevant member state, from the requirement to make an approved prospectus generally available for the offering of the notes. Accordingly, any person making or intending to make an offer of the notes in any EEA member state may only do so in circumstances in which no obligation arises for us or any selling agent to make an approved prospectus generally available pursuant to the EU Prospectus Regulation.

We do not have an authorization from the European Central Bank or Dutch Central Bank (De Nederlandsche Bank N.V.) pursuant to the Dutch Financial Supervision Act (the “FSA”) for the pursuit of the business of a credit institution in the Netherlands and therefore do not have a license pursuant to section 2.12(1), 2.13(1) or 2.20(1) of the FSA.

New Zealand. No action has been taken to permit the notes to be offered or sold to any retail investor, or otherwise under any regulated offer in terms of the Financial Markets Conduct Act

 

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2013 (“FMCA”). In particular, no product disclosure statement under the FMCA has been prepared or lodged in New Zealand in relation to the notes.

No person may directly or indirectly offer, sell or deliver any notes in New Zealand, or distribute or publish in New Zealand any offering material or advertisement to any person in relation to any offer of notes, in New Zealand, other than to a “wholesale investor” as that term is defined in clause 3(2)(a), (c) or (d) of Schedule 1 to the FMCA, being a person who is:

(i) an “investment business”;

(ii) “large”; or

(iii) a “government agency”,

in each case as defined in Schedule 1 to the FMCA.

No person may directly or indirectly offer, sell or deliver any notes (or any interest in any of the notes) to any person that:

 

(a)

is resident in New Zealand for New Zealand income tax purposes; or

 

(b)

carries on business in New Zealand through a fixed establishment (as defined in the Income Tax Act 2007) in New Zealand and either:

 

(i)

is a registered bank (as defined in the Income Tax Act 2007); or

 

(ii)

would hold the notes for the purposes of a business it carries on in New Zealand through such fixed establishment,

unless such person certifies that they hold a valid certificate of exemption (or, on or after 1 April 2020, that they have RWT-exempt status (as defined in the Taxation (Annual Rates for 2017-18, Employment and Investment Income, and Remedial Matters) Act)) for New Zealand resident withholding tax purposes and provides a New Zealand tax file number to us.

Philippines. Under Republic Act No. 8799, known as the Securities Regulation Code of the Philippines (the “Securities Code”), and its implementing rules, securities, such as the notes, are not permitted to be sold or offered for sale or distribution within the Philippines unless such notes are approved for registration by the Securities and Exchange Commission of the Philippines or are otherwise exempt securities or sold pursuant to an exempt transaction.

To the extent that the Securities Code is deemed applicable to any offering of notes to Philippine investors, the notes are being offered pursuant to an exempt transaction under Section 10.1(l) or the qualified buyer exemption of the Securities Code.

THE NOTES DESCRIBED HEREIN HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OF THE PHILIPPINES UNDER THE SECURITIES CODE. ANY FUTURE OFFER OR SALE THEREOF IS SUBJECT TO THE REGISTRATION REQUIREMENTS UNDER THE SECURITIES CODE UNLESS SUCH OFFER OR SALE QUALIFIES AS AN EXEMPT TRANSACTION.

Singapore. This prospectus supplement and the accompanying prospectus have not been registered as a prospectus with the Monetary Authority of Singapore under the Securities and Futures Act, Chapter 289 of Singapore, as amended or modified (the “SFA”).

 

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Accordingly, this prospectus supplement and the accompanying prospectus, and any other document or material in connection with the offer or sale, or invitation for subscription or purchase of the notes, may not be circulated or distributed, nor may the notes be offered or sold, or be made the subject of an invitation for subscription or purchase, whether directly or indirectly, to persons in Singapore other than (i) to an institutional investor (as defined in the SFA) pursuant to Section 274 of the SFA, (ii) to a relevant person (as defined in Section 275(2) of the SFA) pursuant to Section 275(1) of the SFA, or any person pursuant to Section 275(1A), and in accordance with the conditions specified in Section 275 of the SFA and, where applicable, the conditions specified in Regulation 3 of the Securities and Futures (Classes of Investors) Regulations 2018 or (iii) otherwise pursuant to, and in accordance with the conditions of, any other applicable provision of the SFA.

Where the notes are subscribed or purchased under Section 275 of the SFA by a relevant person which is:

 

(a)

a corporation (which is not an accredited investor (as defined in the SFA)) the sole business of which is to hold investments and the entire share capital of which is owned by one or more individuals, each of whom is an accredited investor; or

 

(b)

a trust (where the trustee is not an accredited investor) whose sole purpose is to hold investments and each beneficiary of the trust is an individual who is an accredited investor,

securities (as defined in Section 2(1) of the SFA) or securities-based derivatives contracts (as defined in Section 2(1) of the SFA) of that corporation or the beneficiaries’ rights and interest (howsoever described) in that trust shall not be transferred within six months after that corporation or that trust has acquired the notes pursuant to an offer made under Section 275 of the SFA except:

 

(1)

to an institutional investor or to a relevant person or to any person arising from an offer referred to in Section 275(1A) or Section 276(4)(i)(B) of the SFA;

 

(2)

where no consideration is, or will be given, for the transfer;

 

(3)

where the transfer is by operation of law;

 

(4)

as specified in Section 276(7) of the SFA; or

 

(5)

as specified in Regulation 37A of the Securities and Futures (Offers of Investments) (Securities and Securities-based Derivatives Contracts) Regulations 2018 of Singapore.

South Korea. The notes have not been registered with the Financial Services Commission of Korea for public offering in Korea. None of the notes may be offered, sold and delivered directly or indirectly, or offered or sold to any person for re-offering or resale, directly or indirectly, in Korea or to any resident of Korea except pursuant to the applicable laws and regulations of Korea, including the Financial Investment Services and Capital Markets Act and the decrees and regulations thereunder and the Foreign Exchange Transaction Law of Korea and the decrees and regulations thereunder (collectively, the “Foreign Exchange Transaction Law”). Without prejudice to the foregoing, the number of notes offered in Korea or to a resident in Korea shall be less than 50 and for a period of one year from the issue date of the notes, none of the notes may be divided resulting in an increased number of notes. Furthermore, the purchaser of the notes shall comply with all applicable regulatory requirements (including but not limited to requirements under the Foreign Exchange Transaction Law) in connection with the purchase of the notes.

Spain. This prospectus supplement and the accompanying prospectus, and any other document related to the notes, has not been and it is not envisaged to be approved by, registered or

 

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filed with or notified to the Spanish Securities Market Commission (Comisión Nacional del Mercado de Valores) or any other regulatory authority in Spain or in any other jurisdiction. It is not intended for the public offering or sale of the notes in Spain and does not constitute a prospectus (registration document or securities note) for the public offering of the notes in Spain.

The marketing, offering, sale, subsequent resale or delivery of the notes contemplated by this prospectus supplement and the accompanying prospectus or the distribution of this prospectus supplement and the accompanying prospectus (or any other document or copies thereto relating to the notes) in Spain shall not constitute a public offering of the notes in Spain, pursuant to the requirements set forth by Regulation (EU) 2017/1129 of the European Parliament and of the Council of June 14, 2017 on the prospectus to be published when securities are offered to the public or admitted to trading on a regulated market (the “EU Prospectus Regulation”), Article 35 of the Royal Legislative Decree 4/2015 of 23 October of the Securities Markets (Real Decreto Legislativo 4/2015, de 23 de octubre, por el que se aprueba el texto refundido de la Ley del Mercado de Valores), as amended and restated (the “Securities Market Act”) and Article 38 of Royal Decree 1310/2005, of 4 November, of 28 July on admission to trading of securities in official secondary markets, public offerings and prospectus, (Real Decreto 1310/2005, de 4 de noviembre, de 28 de julio, del Mercado de Valores, en material de admisión a negociación de valores en mercados secundarios oficiales, de ofertas públicas de venta o suscripción y del folleto exigible a tales efectos), (“RD 1310/2005”), as further amended, restated and supplemented from time to time.

Accordingly, no notes may be offered, sold, resold, delivered or marketed nor may any copies of this prospectus supplement and the accompanying prospectus, or any other document relating to the notes, be distributed in Spain and investors in the notes may not sell or offer such notes in Spain, other than in compliance with the EU Prospectus Regulation, the Securities Markets Act and the RD 1310/2005 and any other related legislation in force from time to time, so that any sale or offering of the notes is not classified as a public offering in Spain.

Switzerland. This prospectus supplement and the accompanying prospectus do not constitute an offer to the public or a solicitation to purchase or invest in the notes.

The notes have not been offered and will not be offered to the public in Switzerland, except that offers of notes may be made to the public in Switzerland under the following exemptions under the Swiss Financial Services Act (“FinSA”):

 

(a)

to any person which qualifies as a professional client within the meaning of the FinSA;

 

(b)

to fewer than 500 persons (other than professional clients as defined under the FinSA); or

 

(c)

in any other circumstances falling within Article 36 FinSA in combination with Article 44 of the Swiss Financial Services Ordinance (“FinSO”),

provided always that any such offer is conducted in a manner that it does not require us to publish a prospectus pursuant to Article 35 FinSA.

The notes have not been and will not be listed or admitted to trading on a trading venue in Switzerland.

None of this prospectus supplement, the accompanying prospectus and any other offering or marketing material relating to the notes constitutes a prospectus within the meaning of FinSA and none of this prospectus supplement, the accompanying prospectus and any other offering or marketing material relating to the notes may be publicly distributed or otherwise made publicly available in Switzerland.

 

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This prospectus supplement and the accompanying prospectus, and any other offering or marketing materials in relation to the notes, are personal to each recipient and may not be publicly distributed or otherwise made publicly available in or into Switzerland.

Taiwan. The notes, if listed on the Taipei Exchange for sale to professional or general investors in Taiwan, and to the extent permitted by relevant Taiwan laws and regulations, may be sold in Taiwan to all professional or general investors, as applicable, or, if not listed in Taiwan, the notes may be made available (i) to Taiwan resident investors outside Taiwan for purchase by such investors outside Taiwan; (ii) to the Offshore Banking Units (as defined in the R.O.C. Statute for Offshore Banking Operations) of Taiwan banks purchasing the notes for their proprietary account, in trust for their non-Taiwan trust clients or for purposes of on-sale to qualified Taiwan investors; (iii) to the Offshore Securities Units (as defined in the R.O.C. Statute for Offshore Banking Operations) of Taiwan securities firms purchasing the notes for their proprietary account, in trust for their trust clients, as agent for their non-Taiwan brokerage clients or for purposes of on-sale to qualified Taiwan investors; (iv) to the Offshore Insurance Units (as defined in the R.O.C. Statute for Offshore Banking Operations) of Taiwan insurance companies purchasing the notes either for their proprietary account or in connection with the issuance of investment linked insurance policies to non-Taiwan policy holders; and/or (v) to investors in Taiwan through licensed financial institutions to the extent permitted under relevant Taiwan laws and regulations, but may not otherwise be offered, sold or resold in Taiwan.

United Arab Emirates (excluding the Dubai International Financial Centre and the Abu Dhabi Global Market). The offering of the notes has not been approved or licensed by the United Arab Emirates Central Bank, the UAE Securities and Commodities Authority (“SCA”) or any other relevant licensing authorities in the United Arab Emirates (“UAE”), and accordingly does not constitute a public offer of securities in the UAE in accordance with the commercial companies law, Federal Law No. 2 of 2015 Concerning Commercial Companies (as amended), and SCA Resolution No. 3 R.M. of 2017 Regulating Promotions and Introductions or otherwise. Accordingly, the notes may not be offered to the public in the UAE.

This prospectus supplement and the accompanying prospectus are strictly private and confidential and are being issued to a limited number of institutional and individual investors:

 

(a)

who fall within the exemptions set out in SCA Resolutions No. 9 R.M. of 2016 and No 3 R.M. of 2017 (except natural persons) and have confirmed the same;

 

(b)

upon their request and confirmation that they understand that the notes have not been approved or licensed by or registered with the UAE Central Bank, the SCA or any other relevant licensing authorities or governmental agencies in the UAE; and

 

(c)

must not be provided to any person other than the original recipient, and may not be reproduced or used for any other purpose.

United Kingdom.

Prohibition of sales to UK Retail Investors. Each selling agent has represented and agreed, and each further selling agent appointed in connection with the notes will be required to represent and agree, that it has not offered, sold or otherwise made available and will not offer, sell or otherwise make available any notes which are the subject of the offering contemplated by this

 

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prospectus supplement and the accompanying prospectus to any retail investor in the UK. For the purposes of this provision:

 

(a)

the expression “retail investor” means a person who is one (or more) of the following:

 

(i)

a retail client as defined in point (8) of Article 2 of Regulation (EU) No 2017/565 as it forms part of UK domestic law by virtue of the European Union (Withdrawal) Act 2018 (the “EUWA”) and the regulations made under the EUWA;

 

(ii)

a customer within the meaning of the provisions of the Financial Services and Markets Act of 2000 (the “FSMA”) and any rules or regulations made under the FSMA to implement Directive (EU) 2016/97, where that customer would not qualify as a professional client as defined in point (8) of Article 2(1) of Regulation (EU) No 600/2014 as it forms part of UK domestic law by virtue of the EUWA and the regulations made under the EUWA; or

 

(iii)

not a qualified investor as defined in Article 2 of Regulation (EU) No 2017/1129 as it forms part of domestic law by virtue of the EUWA and the regulations made under the EUWA; and

 

(b)

the expression an “offer” includes the communication in any form and by any means of sufficient information on the terms of the offer and the notes to be offered so as to enable an investor to decide to purchase or subscribe for the notes.

Other regulatory restrictions

Each selling agent has represented and agreed, and each further selling agent appointed in connection with the notes will be required to represent and agree, that:

 

(a)

it has only communicated or caused to be communicated and will only communicate or cause to be communicated an invitation or inducement to engage in investment activity (within the meaning of section 21 of the FSMA) received by it in connection with the issue or sale of any notes in circumstances in which section 21(1) of the FSMA does not apply to us; and

 

(b)

it has complied and will comply with all applicable provisions of the FSMA with respect to anything done by it in relation to any notes in, from, or otherwise involving the UK.

Uruguay. The notes have not been registered under Law No. 18.627 of December 2, 2009 with the Superintendence of Financial Services of the Central Bank of Uruguay. The notes are not available publicly in Uruguay and are offered only on a private basis. No action may be taken in Uruguay that would render any offering of the notes a public offering in Uruguay. No Uruguayan regulatory authority has approved the notes or passed on our solvency. In addition, any resale of the notes must be made in a manner that will not constitute a public offering in Uruguay.

Los Productos no han sido registrados de acuerdo a Ley No. 18.627 de 2 de Diciembre de 2009 ante la Superintendencia de Servicios Financieros del Banco Central del Uruguay. Los Productos no están disponibles al público y en Uruguay solo han sido ofrecidos privadamente. Ninguna acción puede ser tomada en el Uruguay que pudiere convertir a la presente oferta en una oferta pública en el Uruguay. Ninguna autoridad regulatoria en el Uruguay ha aprobado los Productos o aprobado solvencia del Emisor. Adicionalmente, cualquier reventa de los Productos debe ser realizada en forma que no constituya una oferta pública en el Uruguay.

 

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LEGAL MATTERS

The legality of the notes will be passed upon for us by McGuireWoods LLP, Charlotte, North Carolina. Davis Polk & Wardwell LLP, New York, New York or such other counsel as may be indicated in the applicable supplement will pass upon certain legal matters relating to the notes for the selling agents. McGuireWoods LLP regularly performs legal services for us.

 

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INDEX OF CERTAIN DEFINED TERMS

 

 

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