Obligation AIG Inc. 3.4% ( US026874DR53 ) en USD

AIG Inc.

96.672 % ▲

Etats-unis

US026874DR53 ( en USD )

3.4% par an ( paiement semestriel )

29/06/2030

Prospectus brochure de l'obligation American International Group Inc US026874DR53 en USD 3.4%, échéance 29/06/2030

2 000 USD

1 600 000 000 USD

026874DR5

A- ( Qualité moyenne supérieure )

Baa1 ( Qualité moyenne inférieure )

30/12/2025 ( Dans 61 jours )

American International Group, Inc. (AIG) est une société de services financiers multinationale américaine offrant une large gamme de produits d'assurance et de gestion de risques à des clients commerciaux et individuels à travers le monde.

L'obligation américaine American International Group Inc. (ISIN : US026874DR53, CUSIP : 026874DR5) d'une valeur nominale totale de 1 600 000 000 USD, échéant le 29 juin 2030, affichant un taux d'intérêt de 3,4 % et un prix actuel de marché de 92,191 %, est cotée BBB+ par S&P et Baa2 par Moody's, avec une taille minimale d'achat de 2 000 USD et une fréquence de paiement semestrielle.

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424B2 1 tm2018340-2_424b2.htm 424B2
TABLE OF CONTENTS
Filed Pursuant to Rule 424(b)(2)
File No. 333-223282?
CALCULATION OF REGISTRATION FEE

?
Maximum
Maximum
Amount of
Title of Each Class of
Amount to be
Offering
Aggregate
Registration
Securities Offered
(1)(2)
? ?
Registered
? ?
Price per Unit ? ?
Offering Price
? ?
Fee
?
2.500% Notes Due 2025
???$1,500,000,000???
??99.892% ????$1,498,380,000??? ?$194,489.72 ??
3.400% Notes Due 2030
???$1,600,000,000???
??99.987% ????$1,599,792,000??? ?$207,653.00 ??
4.375% Notes Due 2050
???$1,000,000,000???
??99.494% ????$ 994,940,000??? ?$129,143.21 ??
Total
????
????
??
?
?????
???? ?$531,285.94 ??
?
(1) Calculated in accordance with Rule 457(r) under the Securities Act of 1933 as amended.
?
(2) A registration fee of $ $531,285.94 has been paid with respect to this offering.
?
TABLE OF CONTENTS
Prospectus Supplement
(To Prospectus dated February 28, 2018)
$4,100,000,000
American International Group, Inc.
$1,500,000,000 2.500% Notes Due 2025
$1,600,000,000 3.400% Notes Due 2030
$1,000,000,000 4.375% Notes Due 2050
?
We are offering $1,500,000,000 principal amount of our 2.500% Notes due 2025 (the "2025 Notes"), $1,600,000,000 principal amount of our 3.400%
Notes due 2030 (the "2030 Notes") and $1,000,000,000 principal amount of our 4.375% Notes due 2050 (the "2050 Notes" and, together with the 2025 Notes
and the 2030, the "Notes").
The 2025 Notes will bear interest at the rate of 2.500% per annum, accruing from May 11, 2020 and payable semi-annually in arrears on each June 30
and December 30, beginning on December 30, 2020. The 2030 Notes will bear interest at the rate of 3.400% per annum, accruing from May 11, 2020 and
payable semi-annually in arrears on each June 30 and December 30, beginning on December 30, 2020. The 2050 Notes will bear interest at the rate of 4.375%
per annum, accruing from May 11, 2020 and payable semi-annually in arrears on each June 30 and December 30, beginning on December 30, 2020. The 2025
Notes will mature on June 30, 2025, the 2030 Notes will mature on June 30, 2030 and the 2050 Notes will mature on June 30, 2050. The Notes will be sold in
denominations of $2,000 and integral multiples of $1,000 in excess thereof.
Each series of Notes is being offered separately and not as part of a unit. The offering of each series of Notes is not cross-conditioned on the offering of
the other series of Notes. We may sell the 2025 Notes, the 2030 Notes, the 2050 or any combination thereof.
We may redeem some or all of the Notes of any series at any time at the redemption price described in "Description of the Notes?--?Early Redemption."
The Notes will be our unsecured obligations and will rank equally with all of our other existing and future unsecured indebtedness. The Notes will be
structurally subordinated to secured and unsecured debt of our subsidiaries, which is significant. The Notes of each series are a new issue of securities with no
established trading market. We do not intend to apply for listing of the Notes on any securities exchange or for inclusion of the Notes in any automated
quotation system.
Investing in the Notes involves risks. Before investing in any Notes offered hereby, you should consider carefully each of the risk factors set
forth in "Risk Factors" beginning on page S-5 of this prospectus supplement, Part I, Item 1A. of our Annual Report on Form 10-K for the year ended
December 31, 2019 and Part II, Item 1A. of our Quarterly Report on Form 10-Q for the quarter ended March 31, 2020.
Neither the Securities and Exchange Commission nor any other regulatory body has approved or disapproved of the Notes or passed upon the
accuracy or adequacy of this prospectus supplement or the accompanying prospectus. Any representation to the contrary is a criminal offense.
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Initial Public
Underwriting
Proceeds, before
?
? ?
Offering Price
? ?
Discount
? ? expenses, to AIG ?
Per 2025 Note
? ???
99.892?% ?
(1)
? ??
0.350 ?
% ? ???
99.542?% ?
2025 Notes Total
? ??$1,498,380,000? ? ? ?$5,250,000 ? ? ??$1,493,130,000? ?
Per 2030 Note
? ???
99.987?% ?
(1)
? ??
0.450 ?
% ? ???
99.537?% ?
2030 Notes Total
? ??$1,599,792,000? ? ? ?$7,200,000 ? ? ??$1,592,592,000? ?
Per 2050 Note
? ???
99.494?% ?
(1)
? ??
0.875 ?
% ? ???
98.619?% ?
2050 Notes Total
? ??$ 994,940,000? ? ? ?$8,750,000 ? ? ??$ 986,190,000? ?
?
(1) Plus interest accrued on the Notes from May 11, 2020, if any.
?
?
The underwriters expect to deliver each series of Notes to investors through the book-entry facilities of The Depository Trust Company and its direct
participants, including Euroclear Bank S.A./N.V. ("Euroclear"), as operator of the Euroclear System, or Clearstream Banking S.A. ("Clearstream"), on or about
May 11, 2020.
Global Coordinators and Joint Book-Running Managers
?
Citigroup
??
J.P. Morgan
?
Joint Book-Running Managers
?BNP PARIBAS ?
? BofA Securities ?
? HSBC ?
? Morgan Stanley ?
? RBC Capital Markets ?
? US Bancorp?
Senior Co-Managers
?
Barclays
??
Credit Agricole CIB
??
Credit Suisse
??Deutsche Bank Securities Inc. ??Goldman Sachs & Co. LLC ?
Mizuho Securities
NatWest Markets
PNC Capital Markets LLC
SMBC Nikko
Standard Chartered Bank
UniCredit Capital Markets LLC
Wells Fargo Securities, LLC
Co-Managers
? Academy Securities ? ? ANZ Securities ? ? Bank of Ireland ? ?
BBVA
? ?
CastleOak Securities, L.P.
? ? Drexel Hamilton ?
Great Pacific Securities
ICBC Standard
ING
Loop Capital Markets
Mischler Financial Group, Inc.
M&T Securities
MUFG
nabSecurities, LLC
Natixis
Ramirez & Co., Inc.
R. Seelaus & Co., LLC
Santander
?
Scotiabank
? ?
?
? ?
?
? ?
Siebert Williams ?
Shank
? ?
SOCIETE GENERALE?
Prospectus Supplement dated May 6, 2020
TABLE OF CONTENTS
Neither we nor the underwriters have authorized anyone to provide you with information other than the
information contained in this prospectus supplement and the accompanying prospectus, including the
information incorporated by reference, or any free writing prospectus that we prepare and distribute.
Neither we nor the underwriters take any responsibility for, or provide any assurance as to the reliability of,
any other information that others may give you. This prospectus supplement, the accompanying prospectus
and any such free writing prospectus may be used only for the purposes for which they have been prepared.
We are not, and the underwriters are not, making an offer to sell these securities in any jurisdiction
where the offer or sale is not permitted. You should not assume that the information appearing in this
prospectus supplement or any document incorporated by reference is accurate as of any date other than the
date of the applicable document. Our business, financial condition, results of operations and prospects may
have changed since that date. Neither this prospectus supplement nor the accompanying prospectus
constitutes an offer, or an invitation on our behalf or on behalf of the underwriters, to subscribe for and
purchase, any of the securities and may not be used for or in connection with an offer or solicitation by
anyone, in any jurisdiction in which such an offer or solicitation is not authorized or to any person to whom
it is unlawful to make such an offer or solicitation.
PRIIPs Regulation/Prospectus Regulation/Prohibition of Sales to EEA and United Kingdom 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") or in the United
Kingdom. 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 (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 (the "Prospectus Regulation"). 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 or in the United Kingdom has been prepared and
therefore offering or selling the Notes or otherwise making them available to any retail investor in the EEA or in the
United Kingdom may be unlawful under the PRIIPs Regulation. This prospectus supplement and the accompanying
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prospectus have been prepared on the basis that any offer of Notes in any Member State of the EEA or the United
Kingdom will be made pursuant to an exemption under the Prospectus Regulation from the requirement to publish
a prospectus for offers of Notes. This prospectus supplement and the accompanying prospectus are not a prospectus
for the purposes of the Prospectus Regulation.
S-i
TABLE OF CONTENTS? ?
TABLE OF CONTENTS
Prospectus Supplement
?
? ?
Page
?
About This Prospectus Supplement
? ??? S-iii??
Cautionary Statement Regarding Forward-Looking Information
? ??? S-iv??
Where You Can Find More Information
? ??? S-vi??
Summary
? ??? S-1??
Risk Factors
? ??? S-5??
Use of Proceeds
? ??? S-8??
Capitalization
? ??? S-9??
Description of the Notes
? ???S-10??
Material United States Taxation Considerations
? ???S-15??
Underwriting
? ???S-16??
Validity of the Notes
? ???S-23??
Experts
? ???S-23??
Prospectus
?
? ? Page ?
Risk Factors
? ? ?? ii ??
Cautionary Statement Regarding Forward-Looking Information
? ? ?? ii ??
Where You Can Find More Information
? ? ?? iv ??
About American International Group, Inc.
? ? ?? 1 ??
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Use of Proceeds
? ? ?? 1 ??
Description of Debt Securities AIG May Offer
? ? ?? 2 ??
Description of Common Stock
? ? ??14 ??
Description of Preferred Stock and Depositary Shares AIG May Offer
? ? ??18 ??
Description of Warrants AIG May Offer
? ? ??20 ??
Description of Units AIG May Offer
? ? ??23 ??
Description of Purchase Contracts AIG May Offer
? ? ??24 ??
Additional Disclosures Regarding the Warrant Shares
? ? ??26 ??
Considerations Relating to Non-U.S. Dollar Debt Securities
? ? ??35 ??
Legal Ownership and Book-Entry Issuance
? ? ??38 ??
Material United States Taxation Considerations
? ? ??44 ??
Employee Retirement Income Security Act
? ? ??63 ??
Plan of Distribution
? ? ??65 ??
Validity of the Securities
? ? ??65 ??
Experts
? ? ??65 ??
S-ii
TABLE OF CONTENTS?
ABOUT THIS PROSPECTUS SUPPLEMENT
This document consists of two parts. The first part is this prospectus supplement, which describes the specific
terms of this offering. The second part is the accompanying prospectus, which describes more general information
regarding AIG's securities, some of which does not apply to this offering. This prospectus supplement and the
accompanying prospectus are part of a registration statement that we filed with the Securities and Exchange
Commission (the "SEC") using the SEC's shelf registration rules. You should read both this prospectus supplement
and the accompanying prospectus, together with additional information incorporated by reference herein and therein
as described under the heading "Where You Can Find More Information" in this prospectus supplement and the
accompanying prospectus.
Unless otherwise mentioned or unless the context requires otherwise, all references in this prospectus
supplement to "AIG," "we," "us," "our" or similar references mean American International Group, Inc. and not its
subsidiaries.
If the information set forth in this prospectus supplement differs in any way from the information set forth in
the accompanying prospectus, you should rely on the information set forth in this prospectus supplement. The
information contained in this prospectus supplement or the accompanying prospectus or in the documents
incorporated by reference herein and therein is only accurate as of their respective dates.
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S-iii
TABLE OF CONTENTS?
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING INFORMATION
This prospectus supplement and the accompanying prospectus and other publicly available documents,
including the documents incorporated herein and therein by reference, may include, and officers and representatives
of AIG may from time to time make and discuss, projections, goals, assumptions and statements that may
constitute "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of
1995. These projections, goals, assumptions and statements are not historical facts but instead represent only a
belief regarding future events, many of which, by their nature, are inherently uncertain and outside AIG's control.
These projections, goals, assumptions and statements include statements preceded by, followed by or including
words such as "will," "believe," "anticipate," "expect," "intend," "plan," "focused on achieving," "view," "target,"
"goal" or "estimate." These projections, goals, assumptions and statements may relate to future actions, prospective
services or products, future performance or results of current and anticipated services or products, sales efforts,
expenses, the outcome of contingencies such as legal proceedings, anticipated organizational, business or regulatory
changes, the effect of catastrophes and macroeconomic events, such as COVID-19, anticipated dispositions,
monetization and/or acquisitions of businesses or assets or successful integration of acquired businesses,
management succession and retention plans, exposure to risk, trends in operations and financial results.
It is possible that AIG's actual results and financial condition will differ, possibly materially, from the results
and financial condition indicated in these projections, goals, assumptions and statements. Factors that could cause
AIG's actual results to differ, possibly materially, from those in the specific projections, goals, assumptions and
statements include:
·
the adverse impact of COVID-19, including with respect to AIG's business, financial condition and
results of operations;
?
·
changes in market and industry conditions, including the significant global economic slowdown, general
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market declines and disruptions to AIG's operations driven by COVID-19 and responses thereto,
including new or changed governmental policy and regulatory actions;
?
·
the occurrence of catastrophic events, both natural and man-made, including COVID-19, pandemics, and
the effects of climate change;
?
·
AIG's ability to effectively execute on AIG 200 operational programs designed to achieve underwriting
excellence, modernization of AIG's operating infrastructure, enhanced user and customer experiences
and unification of AIG;
?
·
AIG's ability to consummate the sale of its controlling interest in Fortitude Group Holdings, LLC and
AIG's ability to successfully manage Legacy Portfolios;
?
·
changes in judgments concerning potential cost saving opportunities;
?
·
actions by credit rating agencies;
?
·
changes in judgments concerning insurance underwriting and insurance liabilities;
?
·
the impact of potential information technology, cybersecurity or data security breaches, including as a
result of cyber-attacks or security vulnerabilities, the likelihood of which may increase due to extended
remote business operations as a result of COVID-19;
?
·
disruptions in the availability of AIG's electronic data systems or those of third parties;
?
·
the effectiveness of strategies to recruit and retain key personnel and to implement effective succession
plans;
?
·
the requirements, which may change from time to time, of the global regulatory framework to which AIG
is subject;
?
·
significant legal, regulatory or governmental proceedings;
?
·
concentrations in AIG's investment portfolios;
?
·
changes to the valuation of AIG's investments;
?
S-iv
TABLE OF CONTENTS
·
AIG's ability to successfully dispose of, monetize and/or acquire businesses or assets or successfully
integrate acquired businesses;
?
·
changes in judgments concerning the recognition of deferred tax assets and the impairment of goodwill;
?
·
the effectiveness of our risk management policies and procedures, including with respect to our business
continuity and disaster recovery plans; and
?
·
such other factors discussed in:
?
·
the "Risk Factors" section of this prospectus supplement,
?
·
Part I, Item 1A. Risk Factors and Part II, Item 7. Management's Discussion and Analysis of
Financial Condition and Results of Operations in AIG's Annual Report on Form 10-K for the
year ended December 31, 2019, and
?
·
Part I, Item 2. Management's Discussion and Analysis of Financial Condition and Results of
Operations and Part II, Item 1A. Risk Factors of AIG's Quarterly Report on Form 10-Q for the
quarter ended March 31, 2020.
?
AIG is not under any obligation (and expressly disclaims any obligation) to update or alter any projections,
goals, assumptions or other statements, whether written or oral, that may be made from time to time, whether as a
result of new information, future events or otherwise.
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Unless the context otherwise requires, the term "AIG" in this "Cautionary Statement Regarding Forward-
Looking Information" section means American International Group, Inc. and its consolidated subsidiaries.
S-v
TABLE OF CONTENTS?
WHERE YOU CAN FIND MORE INFORMATION
AIG is subject to the informational requirements of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), and files with the SEC proxy statements, Annual Reports on Form 10-K, Quarterly Reports on
Form 10-Q and Current Reports on Form 8-K, as required of a U.S. publicly listed company. AIG's SEC filings are
available to the public through:
·
the SEC's website at www.sec.gov; and
?
·
the New York Stock Exchange, 20 Broad Street, New York, New York 10005.
?
AIG's common stock is listed on the New York Stock Exchange and trades under the symbol "AIG."
AIG has filed with the SEC a registration statement on Form S-3 relating to the Notes. This prospectus
supplement is part of the registration statement and does not contain all the information in the registration
statement. Whenever a reference is made in this prospectus supplement to a contract or other document, please be
aware that the reference is not necessarily complete and that you should refer to the exhibits that are part of the
registration statement for a copy of the contract or other document. You may review a copy of the registration
statement through the SEC's internet site noted above.
The SEC allows AIG to "incorporate by reference" the information AIG files with the SEC (other than
information that is deemed "furnished" to the SEC), which means that AIG can disclose important information to
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you by referring to those documents, and later information that AIG files with the SEC will automatically update
and supersede that information as well as the information contained in this prospectus supplement. AIG
incorporates by reference the documents listed below and any filings made with the SEC under Section 13(a), 13(c),
14, or 15(d) of the Exchange Act until all the Notes to which this prospectus supplement relates are sold or the
offering is otherwise terminated (except for information in these documents or filings that is deemed "furnished" to
the SEC):
(1) Annual Report on Form 10-K for the year ended December 31, 2019 filed on February 21, 2020.
?
(2) Quarterly Report on Form 10-Q for the quarter ended March 31, 2020 filed on May 5, 2020.
?
(3) The definitive proxy statement on Schedule 14A filed on March 31, 2020.
?
(4) Current Reports on Form 8-K filed on February 13, 2020, February 13, 2020, February 25, 2020,
March 12, 2020, March 19, 2020 and May 4, 2020.
?
AIG will provide without charge to each person, including any beneficial owner, to whom this prospectus
supplement is delivered, upon his or her written or oral request, a copy of any or all of the reports or documents
referred to above that have been incorporated by reference into this prospectus supplement excluding exhibits to
those documents unless they are specifically incorporated by reference into those documents. You can request those
documents from AIG's Investor Relations Department, 175 Water Street, New York, New York 10038, telephone
212-770-6293, or you may obtain them from AIG's corporate website at www.aig.com. Except for the documents
specifically incorporated by reference into this prospectus supplement, information contained on AIG's website or
that can be accessed through its website is not incorporated into and does not constitute a part of this prospectus
supplement. AIG has included its website address only as an inactive textual reference and does not intend it to be
an active link to its website.
S-vi
TABLE OF CONTENTS?
SUMMARY
This summary highlights information contained elsewhere in this prospectus supplement, the accompanying
prospectus and the documents incorporated by reference herein and therein. As a result, it does not contain all of
the information that may be important to you or that you should consider before investing in the Notes. You should
read carefully this entire prospectus supplement and the accompanying prospectus, including the "Risk Factors"
section of this prospectus supplement, Part I, Item 1A. of our Annual Report on Form 10-K for the year ended
December 31, 2019, Part II, Item 1A. of our Quarterly Report on Form 10-Q for the quarter ended March 31,
2020, and the documents incorporated by reference into this prospectus supplement and the accompanying
prospectus, which are described under the heading "Where You Can Find More Information" in this prospectus
supplement and the accompanying prospectus.
American International Group, Inc.
AIG, a Delaware corporation, is a leading global insurance organization. Building on its long history, it
provides a wide range of property casualty insurance, life insurance, retirement solutions, and other financial
services to customers in more than 80 countries and jurisdictions. Its diverse offerings include products and services
that help businesses and individuals protect their assets, manage risks and provide for retirement security. AIG's
principal executive offices are located at 175 Water Street, New York, New York 10038, and its main telephone
number is (212) 770-7000. AIG's internet address for its corporate website is www.aig.com. Except for the
documents referred to under "Where You Can Find More Information" in this prospectus supplement and the
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accompanying prospectus that are specifically incorporated by reference into this prospectus supplement and the
accompanying prospectus, information contained on AIG's website or that can be accessed through its website is
not incorporated into and does not constitute a part of this prospectus supplement or the accompanying prospectus.
AIG has included its website address only as an inactive textual reference and does not intend it to be an active link
to its website.
S-1
TABLE OF CONTENTS
Summary of the Offering
The following summary contains basic information about the Notes and is not intended to be complete. It does
not contain all of the information that may be important to you. For a more detailed description of the Notes,
please refer to the section entitled "Description of the Notes" in this prospectus supplement and the section entitled
"Description of Debt Securities AIG May Offer" in the accompanying prospectus.
Issuer
American International Group, Inc.
Notes Offered
$1,500,000,000 principal amount of 2.500% Notes due 2025 (the
"2025 Notes")
$1,600,000,000 principal amount of 3.400% Notes due 2030 (the
"2030 Notes")
$1,000,000,000 principal amount of 4.375% Notes due 2050 (the
"2050 Notes")
Maturity Dates
The 2025 Notes will mature on June 30, 2025.
The 2030 Notes will mature on June 30, 2030.
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The 2050 Notes will mature on June 30, 2050.
Interest Rates and Payment Dates
The 2025 Notes will bear interest at the rate of 2.500% per annum
payable semi-annually in arrears on each of June 30 and December 30,
beginning on December 30, 2020.
The 2030 Notes will bear interest at the rate of 3.400% per annum
payable semi-annually in arrears on each of June 30 and December 30,
beginning on December 30, 2020.
The 2050 Notes will bear interest at the rate of 4.375% per annum
payable semi-annually in arrears on each of June 30 and December 30,
beginning on December 30, 2020.
Form and Denomination
The Notes will be issued in fully registered form in denominations of
$2,000 and integral multiples of $1,000 in excess thereof.
Ranking
The Notes will be unsecured obligations of American International
Group, Inc. and will rank equally with all of our other existing and
future unsecured indebtedness. See "Risk Factors?--?The Notes are
unsecured debt and will be effectively subordinated to any secured
obligations we may incur" for a further discussion of those
obligations.
In addition, the Notes will be structurally subordinated to the secured
and unsecured debt of our subsidiaries, which is significant. See "Risk
Factors?--?We and our subsidiaries have significant leverage and debt
obligations. Payments on the Notes will depend on receipt of dividends
and distributions from our subsidiaries, and the Notes will be
structurally subordinated to the existing and future indebtedness of our
subsidiaries."
Early Redemption
At any time prior to May 30, 2025, in the case of the 2025 Notes, at
any time prior to March 30, 2030, in the case of the 2030 Notes or at
any time prior to December 30, 2049, in the case of the 2050 Notes,
we may redeem the Notes of that series, in whole or in part, at any
time at our option at a price equal to the greater of (i) the principal
amount thereof and (ii) the sum of the present values of the remaining
scheduled payments of principal and interest in respect of the series of
Notes to be redeemed
S-2
TABLE OF CONTENTS
discounted to the date of redemption as described in "Description of
the Notes?--?Early Redemption," plus, in each case, accrued and
unpaid interest to but excluding the date of the redemption.
At any time on or after May 30, 2025, in the case of the 2025 Notes, at
any time on or after March 30, 2030, in the case of the 2030 Notes or
at any time on or after December 30, 2049, in the case of the 2050
Notes, we may redeem the Notes of that series, in whole or in part, at a
redemption price equal to 100% of the principal amount of the series
of Notes being redeemed, plus accrued and unpaid interest to but
excluding the date of redemption.
Covenants
The terms of the Notes and the indenture governing each series of
Notes limit our ability and the ability of certain of our subsidiaries to
incur certain liens without equally and ratably securing the Notes. See
"Description of the Notes?--?Limitation on Liens Covenant" for a
further discussion. Other than this covenant, the terms of the Notes
https://www.sec.gov/Archives/edgar/data/5272/000110465920058305/tm2018340-2_424b2.htm[5/8/2020 8:28:33 AM]

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