Bond Barclay PLC 3.932% ( US06738EBH71 ) in USD

Issuer Barclay PLC
Market price 99.931 %  ⇌ 
Country  United Kingdom
ISIN code  US06738EBH71 ( in USD )
Interest rate 3.932% per year ( payment 2 times a year)
Maturity 06/05/2025 - Bond has expired



Prospectus brochure of the bond Barclays PLC US06738EBH71 in USD 3.932%, expired


Minimal amount /
Total amount /
Cusip 06738EBH7
Detailed description Barclays PLC is a British multinational banking and financial services corporation headquartered in London, offering a wide range of services including personal and corporate banking, investment banking, and wealth management.

The Bond issued by Barclay PLC ( United Kingdom ) , in USD, with the ISIN code US06738EBH71, pays a coupon of 3.932% per year.
The coupons are paid 2 times per year and the Bond maturity is 06/05/2025







Prospectus Supplement to Prospectus dated April 6, 2018
$2,000,000,000 3.932% Fixed-to-Floating Rate Senior Notes due 2025
Barclays PLC
We, Barclays PLC (the "Issuer" or "Barclays"), are issuing $2,000,000,000 aggregate principal amount of
3.932% Fixed-to-Floating Rate Senior Notes due 2025 (the "notes").
From (and including) the date of issuance, interest will accrue on the notes at a rate of 3.932% per annum to (but
excluding) May 7, 2024 (the "Par Redemption Date"). From (and including) the Par Redemption Date, interest
will accrue on the notes at a floating rate equal to the three-month U.S. dollar London Interbank Offered Rate
("LIBOR"), reset quarterly, plus 1.610% per annum.
Interest will be payable semi-annually in arrear on May 7 and November 7 in each year, commencing on
November 7, 2019, to (and including) the Par Redemption Date, and, thereafter, quarterly in arrear on August 7,
2024, November 7, 2024, February 7, 2025 and the Maturity Date (as defined below).
The notes will constitute our direct, unconditional, unsecured and unsubordinated obligations ranking pari passu
without any preference among themselves. In the event of our winding-up or administration, the notes will rank
pari passu with all our other outstanding unsecured and unsubordinated obligations, present and future, except
such obligations as are preferred by operation of law.
We may, at our option, redeem (i) the notes, in whole or in part, pursuant to the Make-Whole Redemption (as
defined below) at any time on or after November 7, 2019 (six months following the Issue Date (as defined
below) and, if any additional notes are issued after the Issue Date, except for the period of six months beginning
on the issue date for any such additional notes) to (but excluding) the Par Redemption Date; and/or (ii) the notes
then outstanding, in whole but not in part, on the Par Redemption Date for the notes falling one year prior to the
Maturity Date (as defined below), at an amount equal to 100% of their principal amount together with accrued
but unpaid interest, if any, on the principal amount of the notes to be redeemed to (but excluding) the redemption
date, on the terms and subject to the provisions set forth in this prospectus supplement under "Description of
Senior Notes--Optional Redemption." We may also, at our option, at any time, redeem the notes, in whole but
not in part, at an amount equal to 100% of the principal amount of the notes being redeemed together with
accrued but unpaid interest, if any, on the principal amount of the notes to be redeemed to (but excluding) the
redemption date, upon the occurrence of certain events related to taxation on the terms described in this
prospectus supplement under "Description of Senior Notes--Tax Redemption." We may also, at our option, at
any time, redeem the notes, in whole but not in part, at an amount equal to 100% of the principal amount of the
notes being redeemed together with accrued but unpaid interest, if any, on the principal amount of the notes to be
redeemed to (but excluding) the redemption date, upon the occurrence of certain regulatory events relating to
certain minimum requirements for own funds and eligible liabilities and/or loss absorbing capacity instruments
on the terms described in this prospectus supplement under "Description of Senior Notes--Loss Absorption
Disqualification Event Redemption." Any redemption or repurchase of the notes is subject to the provisions
described in this prospectus supplement under "Description of Senior Notes--Condition to Redemption" and
"Description of Senior Notes--Condition to Repurchase."
We will apply to list the notes on the New York Stock Exchange ("NYSE") under the symbol "BCS25A".


IMPORTANT ­ PRIIPs REGULATION / PROHIBITION OF SALES TO 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 European Economic Area ("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 MiFID II; or (ii) a customer within the meaning of Directive 2002/92/EC (as
amended or superseded, the "Insurance Mediation Directive"), where that customer would not qualify as a
professional client as defined in point (10) of Article 4(1) of MiFID II. Consequently no key information
document required by Regulation (EU) No 1286/2014 (as amended, the "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 PRIIPs Regulation.
Notwithstanding any other agreements, arrangements or understandings between us and any holder or
beneficial owner of the notes, by acquiring the notes, each holder and beneficial owner of the notes
acknowledges, accepts, agrees to be bound by and consents to, the exercise of any U.K. Bail-in Power (as
defined in the accompanying prospectus) by the Relevant U.K. Resolution Authority (as defined in the
accompanying prospectus) that may result in: (i) the reduction or cancellation of all, or a portion, of the
principal amount of, or interest on, the notes; (ii) the conversion of all, or a portion of, the principal
amount of, or interest on, the notes into shares or other securities or other obligations of the Issuer or
another person (and the issue to, or conferral on, the holder or beneficial owner of the notes of such shares,
securities or obligations); and/or (iii) the amendment or alteration of the maturity of the notes, or
amendment of the amount of interest due on the notes, or the dates on which interest becomes payable,
including by suspending payment for a temporary period; which U.K. Bail-in Power may be exercised by
means of a variation of the terms of the notes solely to give effect to the exercise by the Relevant U.K.
Resolution Authority of such U.K. Bail-in Power. For more information, see the section entitled
"Description of Debt Securities--Agreement with Respect to Exercise of U.K. Bail-in Power" in the
accompanying prospectus.
By its acquisition of the notes, each holder and beneficial owner of the notes, to the extent permitted by the
U.S. Trust Indenture Act of 1939, as amended (the "Trust Indenture Act"), also waives any and all claims
against the Trustee (as defined herein) for, agrees not to initiate a suit against the Trustee in respect of,
and agrees that the Trustee shall not be liable for, any action that the Trustee takes, or abstains from
taking, in either case, in accordance with the exercise of the U.K. Bail-in Power by the Relevant U.K.
Resolution Authority with respect to the notes. For more information, see the section entitled "Description
of Debt Securities--Agreement with Respect to Exercise of U.K. Bail-in Power" in the accompanying
prospectus.
By its acquisition of the notes, each holder of the notes acknowledges and agrees that such holder will not
seek to enforce or otherwise claim, and will not direct the Trustee (acting on behalf of the holders of the
notes) to enforce or otherwise claim, a Monetary Judgment against us in connection with our breach of a
Performance Obligation (each as defined herein), except by proving such Monetary Judgment in our
winding-up and/or by claiming such Monetary Judgment in our administration.
Investing in the notes involves risks. We encourage you to read and carefully consider this document in its
entirety, in particular the risk factors beginning on page S-12 of this prospectus supplement and risk factors in
"Risk Review--Material existing and emerging risks" on pages 85 -90 of our Annual Report on Form 20-F
for the year ended December 31, 2018, which is incorporated by reference herein, and the other information
included and incorporated by reference in this prospectus supplement and the accompanying prospectus, for a
discussion of the factors you should carefully consider before deciding to invest in the notes.
Neither the U.S. Securities and Exchange Commission nor any U.S. state securities commission has
approved or disapproved of the notes or determined that this prospectus supplement is truthful or
complete. Any representation to the contrary is a criminal offense.


The notes are not deposit liabilities of Barclays PLC and are not covered by the U.K. Financial Services
Compensation Scheme or insured by the U.S. Federal Deposit Insurance Corporation or any other
governmental agency of the United States, the United Kingdom or any other jurisdiction.
Proceeds, before
Underwriting
expenses, to
Price to Public(1)
Compensation
Barclays PLC
Per note . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
100%
0.325%
99.675%
Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$2,000,000,000
$6,500,000
$1,993,500,000
(1) Plus accrued interest, if any, from and including May 7, 2019.
The underwriters expect to deliver the notes to purchasers in book-entry form only through the facilities of The
Depository Trust Company ("DTC"), on or about May 7, 2019. Beneficial interests in the notes will be shown
on, and transfers thereof will be effected only through, records maintained by DTC and its participants, including
Clearstream Banking S.A. ("Clearstream, Luxembourg") and Euroclear Bank SA/NV ("Euroclear").
Global Coordinator
Barclays
Co-Managers
CIBC Capital Markets
ING
Scotiabank
SMBC Nikko
Societe Generale
Swedbank
BNY Mellon Capital Markets, LLC
Citizens Capital Markets
Drexel Hamilton
Loop Capital Markets
Mischler Financial Group, Inc.
PNC Capital Markets LLC
US Bancorp
Prospectus Supplement dated April 30, 2019


TABLE OF CONTENTS
PROSPECTUS SUPPLEMENT
Page Number
Forward-Looking Statements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
S-1
Incorporation of Documents By Reference . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
S-2
Certain Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
S-3
Summary . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
S-4
Risk Factors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
S-12
Use of Proceeds . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
S-21
Description of Senior Notes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
S-22
U.S. Federal Income Tax Considerations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
S-35
United Kingdom Tax Considerations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
S-36
Benefit Plan Investor Considerations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
S-37
Underwriting (Conflicts of Interest) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
S-39
Validity of Notes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
S-42
PROSPECTUS
Forward-Looking Statements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
1
Incorporation of Certain Documents By Reference . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2
Certain Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
3
The Barclays Group . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
4
Use of Proceeds . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
5
Description of Debt Securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
6
Description of Contingent Convertible Securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
24
Description of Ordinary Shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
43
Description of Certain Provisions Relating to Debt Securities and Contingent Convertible
Securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
45
Clearance and Settlement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
48
Tax Considerations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
54
Employee Retirement Income Security Act . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
74
Plan of Distribution . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
76
Service of Process and Enforcement of Liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
80
Where You Can Find More Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
81
Further Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
82
Validity of Securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
83
Experts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
84
Expenses of Issuance and Distribution . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
85


FORWARD-LOOKING STATEMENTS
This prospectus supplement and certain documents incorporated by reference herein contain certain forward-
looking statements within the meaning of Section 21E of the U.S. Securities Exchange Act of 1934, as amended
(the "Exchange Act"), and Section 27A of the U.S. Securities Act of 1933, as amended (the "Securities Act"), with
respect to the Group (as defined below). We caution readers that no forward-looking statement is a guarantee of
future performance and that actual results or other financial condition or performance measures could differ
materially from those contained in the forward-looking statements. These forward-looking statements can be
identified by the fact that they do not relate only to historical or current facts. Forward-looking statements
sometimes use words such as "may," "will," "seek," "continue," "aim," "anticipate," "target," "projected,"
"expect," "estimate," "intend," "plan," "goal," "believe," "achieve" or other words of similar meaning. Examples of
forward-looking statements include, among others, statements or guidance regarding or relating to the Group's
future financial position, income growth, assets, impairment charges, provisions, business strategy, capital, leverage
and other regulatory ratios, payment of dividends (including dividend payout ratios and expected payment
strategies), projected levels of growth in the banking and financial markets, projected costs or savings, any
commitments and targets, estimates of capital expenditures, plans and objectives for future operations, projected
employee numbers, International Financial Reporting Standards impacts and other statements that are not historical
fact. By their nature, forward-looking statements involve risk and uncertainty because they relate to future events
and circumstances. These may be affected by changes in legislation, the development of standards and
interpretations under International Financial Reporting Standards including evolving practices with regard to the
interpretation and application of accounting and regulatory standards, the outcome of current and future legal
proceedings and regulatory investigations, future levels of conduct provisions, the policies and actions of
governmental and regulatory authorities, geopolitical risks and the impact of competition. In addition, factors
including (but not limited to) the following may have an effect: capital, leverage and other regulatory rules
applicable to past, current and future periods; the United Kingdom ("U.K."), the United States, Eurozone and global
macroeconomic and business conditions; the effects of any volatility in credit markets; market-related risks such as
changes in interest rates and foreign exchange rates; effects of changes in valuation of credit market exposures;
changes in valuation of issued securities; volatility in capital markets; changes in credit ratings of any entities within
the Group or any securities issued by such entities; the potential for one or more countries exiting the Eurozone;
instability as a result of the exit by the U.K. from the European Union (the "EU") and the disruption that may
subsequently result in the U.K. and globally; and the success of future acquisitions, disposals and other strategic
transactions. A number of these influences and factors are beyond the Group's control. As a result, the Group's
actual future results, dividend payments, and capital and leverage ratios may differ materially from the plans, goals,
expectations and guidance set forth in the Group's forward-looking statements. The list above is not exhaustive and
there are other factors that may cause our actual results to differ materially from the forward-looking statements
contained in this prospectus supplement and the documents incorporated by reference herein. You are also advised
to read carefully the risk factors set out in the section entitled "Risk Factors" in this prospectus supplement and in
our filings with the U.S. Securities Exchange Commission (the "SEC"), including in our Annual Report on Form
20-F for the fiscal year ended December 31, 2018, filed with the SEC on February 21, 2019 (the "2018 Form
20-F"), which are available on the SEC's website at http://www.sec.gov for a discussion of certain factors that
should be considered when deciding what action to take in relation to the notes.
Any forward-looking statements made herein or in the documents incorporated by reference herein speak only as
of the date they are made and it should not be assumed that they have been revised or updated in the light of new
information or future events. Except as required by the PRA (as defined below), the Financial Conduct Authority
(the "FCA"), the London Stock Exchange plc (the "LSE"), the SEC or applicable law, Barclays expressly
disclaims any obligation or undertaking to release publicly any updates or revisions to any forward-looking
statements contained in this prospectus supplement or in the documents incorporated by reference herein to
reflect any change in Barclays' expectations with regard thereto or any change in events, conditions or
circumstances on which any such statement is based. The reader should, however, consult any additional
disclosures that Barclays has made or may make in documents it has published or may publish via the Regulatory
News Service of the LSE and/or has filed or may file with the SEC.
S-1


INCORPORATION OF DOCUMENTS BY REFERENCE
This prospectus supplement is part of a registration statement on Form F-3 (File No. 333-223156) we have filed
with the SEC under the Securities Act. This prospectus supplement omits some information contained in the
registration statement in accordance with SEC rules and regulations. You should review the information in and
exhibits to the registration statement for further information on us and the notes. Statements in this prospectus
supplement concerning any document we have filed or will file as an exhibit to the registration statement or that
we have otherwise filed with the SEC are not intended to be comprehensive and are qualified in their entirety by
reference to these filings. You should review the complete document to evaluate these statements.
The SEC allows us to "incorporate by reference" much of the information we file with the SEC, which means
that we can disclose important information to you by referring you to those publicly available documents. The
information that we incorporate by reference in this prospectus supplement is an important part of this prospectus
supplement. For information on the documents we incorporate by reference in this prospectus supplement and the
accompanying prospectus, we refer you to "Incorporation of Certain Documents by Reference" on page 2 of the
accompanying prospectus. In particular, we refer you to the 2018 Form 20-F for a discussion of our audited
results of operations and financial condition as of, and for the year ended, December 31, 2018 and our Current
Reports on Form 6-K filed on February 22, 2019 (Film No. 19624045) and on April 25, 2019 (Film
No. 19765989), which are incorporated by reference into this prospectus supplement.
In addition to the documents listed in the accompanying prospectus and the documents incorporated by reference
since the date of the accompanying prospectus, we incorporate by reference in this prospectus supplement and
the accompanying prospectus any future documents we may file with the SEC under Section 13(a), 13(c), 14 or
15(d) of the Exchange Act from the date of this prospectus supplement until the offering contemplated in this
prospectus supplement is completed. Reports on Form 6-K we may furnish to the SEC after the date of this
prospectus supplement (or portions thereof) are incorporated by reference in this prospectus supplement only to
the extent that the report expressly states that it is (or such portions are) incorporated by reference in this
prospectus supplement.
We will provide to you, upon your written or oral request, without charge, a copy of any or all of the documents
referred to above or in the accompanying prospectus which we have incorporated in this prospectus supplement
by reference. You should direct your requests to Barclays Treasury, Barclays PLC, 1 Churchill Place, London
E14 5HP, United Kingdom (telephone: 011-44-20-7116-1000).
S-2


CERTAIN DEFINITIONS
For purposes of this prospectus supplement:
·
"BBPLC" refers to Barclays Bank PLC (or any successor entity);
·
"BBUKPLC" refers to Barclays Bank UK PLC (or any successor entity);
·
"BRRD" refers to the European Union directive 2014/59/EU of the European Parliament and of the
Council establishing a framework for the recovery and resolution of credit institutions and investment
firms of May 15, 2014, as amended or replaced from time to time;
·
"Group" refers to Barclays PLC (or any successor entity) and its consolidated subsidiaries;
·
"The Depository Trust Company" or "DTC" shall include any successor clearing system;
·
"PRA" means the Prudential Regulation Authority of the United Kingdom or such other governmental
authority in the United Kingdom (or if Barclays PLC becomes domiciled in a jurisdiction other than the
United Kingdom, such other jurisdiction) having primary responsibility for the prudential supervision
of Barclays PLC;
·
"Capital Regulations" means, at any time, the laws, regulations, requirements, standards, guidelines
and policies relating to capital adequacy and/or minimum requirement for own funds and eligible
liabilities and/or loss absorbing capacity for credit institutions of either (i) the PRA and/or (ii) any other
national or European authority, in each case then in effect in the United Kingdom (or in such other
jurisdiction in which we may be organized or domiciled) and applicable to the Group including, as at
the date hereof, CRD IV and related technical standards;
·
"CRD IV" means the legislative package consisting of Directive 2013/36/EU on access to the activity
of credit institutions and the prudential supervision of credit institutions and investment firms, as the
same may be amended or replaced from time to time and the CRD IV Regulation;
·
"CRD IV Regulation" means Regulation (EU) No. 575/2013 on prudential requirements for credit
institutions and investment firms of the European Parliament and of the Council of June 26, 2013, as
the same may be amended or replaced from time to time;
·
"$" and "U.S. dollars" refers to the lawful currency for the time being of the United States; and
·
"we," "us," "our," "Barclays" and the "Issuer" refer to Barclays PLC (or any successor entity), unless
the context requires otherwise.
S-3


SUMMARY
The following is a summary of this prospectus supplement and should be read as an introduction to, and in
conjunction with, the remainder of this prospectus supplement, the accompanying prospectus and any
documents incorporated by reference therein. You should base your investment decision on a consideration
of this prospectus supplement, the accompanying prospectus and any documents incorporated by reference
therein, as a whole. Words and expressions defined in "Description of Senior Notes" below shall have the
same meanings in this summary.
General
The Issuer
Barclays PLC
The Group is a transatlantic consumer and wholesale bank
with global reach offering products and services across
personal, corporate and investment banking, credit cards and
wealth management, anchored in the Group's two home
markets of the U.K. and the U.S. The Group is organized into
two clearly defined business divisions: the Barclays UK
division ("Barclays UK") and the Barclays International
division ("Barclays International"). These are housed in two
banking subsidiaries--Barclays UK sits within BBUKPLC,
and Barclays International sits within BBPLC--which
operate alongside Barclays Services Limited but, in
accordance with the requirements of ring-fencing legislation,
independently from one another. Barclays Services Limited
drives efficiencies in delivering operational and technology
services across the Group.
Barclays UK offers everyday products and services to retail
customers and small- to medium-sized enterprises based in
the U.K. Products and services designed for the Group's
larger corporate, wholesale and international banking clients
are offered by Barclays International.
The Issuer is the ultimate holding company of the Group.
The Securities We Are Offering
We are offering $2,000,000,000 aggregate principal amount
of 3.932% Fixed-to-Floating Rate Senior Notes due 2025.
Issue Date
May 7, 2019 (the "Issue Date").
We will repay the notes at 100% of their principal amount
plus accrued interest on May 7, 2025 (the "Maturity Date").
Fixed Interest Rate
From (and including) the Issue Date to (but excluding) the Par
Redemption Date (the "Fixed Rate Period"), the notes will
bear interest at a rate of 3.932% per annum (the "Fixed
Interest Rate").
S-4


Floating Interest Rate
From (and including) the Par Redemption Date to (but
excluding) the Maturity Date (the "Floating Rate Period"), the
notes will bear interest at the applicable Floating Interest
Rate. The "Floating Interest Rate" for any Floating Rate
Interest Period (as defined below) will be equal to LIBOR, as
determined on the applicable Interest Determination Date,
plus 1.610% per annum (the "Margin"). The Floating Interest
Rate will be reset quarterly on each Interest Reset Date.
Fixed Rate Interest Payment Dates
During the Fixed Rate Period, interest on the notes will
accrue at the Fixed Interest Rate and will be payable semi-
annually in arrear on May 7 and November 7 in each year,
from (and including) November 7, 2019 up to (and including)
the Par Redemption Date; provided that if any Fixed Rate
Interest Payment Date would fall on a day that is not a
Business Day (as defined below), the Fixed Rate Interest
Payment Date will be postponed to the next succeeding
Business Day, but interest on that payment will not accrue
during the period from and after the scheduled Fixed Rate
Interest Payment Date.
Floating Rate Interest Payment Dates
During the Floating Rate Period, interest on the notes will
accrue at the applicable Floating Interest Rate and will be
payable quarterly in arrear on August 7, 2024, November 7,
2024, February 7, 2025, and the Maturity Date (the "Floating
Rate Interest Payment Dates" and each a "Floating Rate
Interest Payment Date"); provided that if any scheduled
Floating Rate Interest Payment Date, other than the Maturity
Date, would fall on a day that is not a Business Day, the
Floating Rate Interest Payment Date will be postponed to the
next succeeding Business Day, except that if that Business
Day falls in the next succeeding calendar month, the Floating
Rate Interest Payment Date will be the immediately preceding
Business Day.
Interest Reset Dates
The Par Redemption Date, August 7, 2024, November 7,
2024 and February 7, 2025. If any Interest Reset Date would
fall on a day that is not a Business Day, the Interest Reset
Date will be postponed to the next succeeding Business Day,
except that if that Business Day falls in the next succeeding
calendar month, the Interest Reset Date will be the
immediately preceding Business Day.
Floating Rate Interest Periods
The period beginning on, and including, a Floating Rate
Interest Payment Date and ending on, but not including, the
next succeeding Floating Rate Interest Payment Date (each a
"Floating Rate Interest Period"), provided that the first
Floating Rate Interest Period will begin on and include the
Par Redemption Date and will end on, but exclude, August 7,
2024.
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Interest Determination Dates
The Interest Determination Date (the "Interest Determination
Date") for each Floating Rate Interest Period will be the
second London Banking Day (as defined below) preceding
the applicable Interest Reset Date.
Day Count
30/360, Following, Unadjusted (during the Fixed Rate
Period). Actual/360, Modified Following, Adjusted (during
the Floating Rate Period).
Interest Payment Dates
Each of the Fixed Rate Interest Payment Dates and the
Floating Rate Interest Payment Dates (each an "Interest
Payment Date").
Regular Record Dates
The close of business on the Business Day immediately
preceding each Interest Payment Date (or, if the notes are held
in definitive form, the close of business on the 15th Business
Day preceding each applicable Interest Payment Date).
London Banking Day
Any day on which dealings in U.S. dollars are transacted in
the London interbank market.
Calculation Agent
The Bank of New York Mellon, London Branch, or its
successor appointed by the Issuer.
Calculation of LIBOR
LIBOR will be determined by the Calculation Agent in
accordance with the provisions set forth below under
"Description of Senior Notes­­Calculation of LIBOR."
Replacement for LIBOR
If the Issuer determines that LIBOR has ceased to be
published on Reuters Page LIBOR01 or any successor or
replacement page (the "Relevant Screen Page") as a result of
such benchmark ceasing to be calculated or administered
when the Floating Interest Rate (or the relevant component
part thereof) remains to be determined by LIBOR, then the
provisions set forth below under "Description of Senior
Notes--Replacement for LIBOR" shall apply to the notes.
Payment at Maturity or upon
If the Maturity Date or date of redemption or repayment is not a
Redemption
Business Day, the payment of interest and principal and/or any
amount payable upon redemption or repayment of the notes will
be made on the next succeeding Business Day, but interest on
that payment will not accrue during the period from and after
such Maturity Date or date of redemption or repayment. If the
notes are redeemed, unless we default on payment of the
redemption price, interest will cease to accrue on the applicable
redemption date on the notes called for redemption.
Ranking
The notes will constitute our direct, unconditional, unsecured
and unsubordinated obligations ranking pari passu without
any preference among themselves. In the event of our
winding-up or administration, the notes will rank pari passu
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