Obligation Toyomoto Credit Corp 0% ( US89236TDQ58 ) en USD

Toyomoto Credit Corp

99.9 % ▼

Etats-unis

US89236TDQ58 ( en USD )

11/01/2022 - Obligation échue

Prospectus brochure de l'obligation Toyota Motor Credit Corp US89236TDQ58 en USD 0%, échue

1 000 USD

300 000 000 USD

89236TDQ5

Toyota Motor Credit Corporation (TMCC) est une société financière captive de Toyota Motor Sales, U.S.A., qui offre un financement automobile et des services financiers connexes aux clients de Toyota et Lexus aux États-Unis.

L'obligation Toyota Motor Credit Corp (ISIN : US89236TDQ58, CUSIP : 89236TDQ5), émise aux États-Unis pour un montant total de 300 000 000 USD, avec une taille minimale d'achat de 1 000 USD, un taux d'intérêt de 0%, une fréquence de paiement semestrielle, et arrivant à échéance le 11/01/2022, a été remboursée à son prix de marché de 99,9% de sa valeur nominale.

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424B5 1 dp71762_424b5.htm FORM 424B5
CALCULATION OF REGISTRATION FEE
Title of each class of
Proposed maximum
Amount of
securities offered
aggregate offering price
registration fee
1.700% Medium-Term Notes, Series B, due January 9, 2019
$849,702,500
$98,480.52
Floating Rate Medium-Term Notes, Series B, due January 9, 2019
$400,000,000
$46,360.00
2.600% Medium-Term Notes, Series B, due January 11, 2022
$1,198,380,000
$138,892.24
Floating Rate Medium-Term Notes, Series B, due January 11, 2022
$300,000,000
$34,770.00
3.200% Medium-Term Notes, Series B, due January 11, 2027
$747,517,500
$86,637.28
PRICING SUPPLEMENT
This filing is made pursuant to Rule 424(b)(5) under
(To Prospectus dated February 25, 2015 and
the Securities Act of 1933 in connection with
Prospectus Supplement dated February 26, 2015)
Registration No. 333-202281.
$3,500,000,000
$850,000,000 1.700% Medium-Term Notes, Series B, due January 9, 2019
$400,000,000 Floating Rate Medium-Term Notes, Series B, due January 9, 2019
$1,200,000,000 2.600% Medium-Term Notes, Series B, due January 11, 2022
$300,000,000 Floating Rate Medium-Term Notes, Series B, due January 11, 2022
$750,000,000 3.200% Medium-Term Notes, Series B, due January 11, 2027
We are offering (i) $850,000,000 aggregate principal amount of 1.700% Medium-Term Notes, Series B due January 9, 2019 (the
"2019 Notes"), (ii) $400,000,000 aggregate principal amount of Floating Rate Medium-Term Notes, Series B due January 9, 2019 (the "2019
Floating Rate Notes"), (iii) $1,200,000,000 aggregate principal amount of 2.600% Medium-Term Notes, Series B due January 11, 2022 (the
"2022 Notes"), (iv) $300,000,000 aggregate principal amount of Floating Rate Medium-Term Notes, Series B due January 11, 2022 (the "2022
Floating Rate Notes") and (v) $750,000,000 aggregate principal amount of 3.200% Medium-Term Notes, Series B due January 11, 2027 (the
"2027 Notes" and, together with the 2019 Notes, the 2019 Floating Rate Notes, the 2022 Notes and the 2022 Floating Rate Notes, the
"Notes"). The Notes will be our general unsecured obligations and will rank equally with all of our existing and future unsecured and
unsubordinated indebtedness. We will pay interest on the 2019 Notes on January 9 and July 9 of each year and on the maturity date; we will
pay interest on the 2022 Notes and the 2027 Notes on January 11 and July 11 of each year and on the maturity date; we will pay interest on the
2019 Floating Rate Notes on January 9, April 9, July 9, and October 9 of each year and on the maturity date; and we will pay interest on the
2022 Floating Rate Notes on January 11, April 11, July 11, and October 11 of each year and on the maturity date. The first such payment on
the 2019 Notes will be on July 9, 2017; the first such payment on the 2022 Notes and the 2027 Notes will be on July 11, 2017; the first such
payment on the 2019 Floating Rate Notes will be on April 9, 2017; and the first such payment on the 2022 Floating Rate Notes will be on
April 11, 2017.
We may redeem some or all of the 2022 Notes and the 2027 Notes at any time at our option at the applicable redemption price set
forth in this pricing supplement under "Description of the Notes--Optional Redemption." The 2019 Notes, the 2019 Floating Rate Notes and
the 2022 Floating Rate Notes will not be redeemable before their maturity.
Investing in the Notes involves a number of risks. See the risks described in "Risk Factors" on page S-2 of the accompanying
prospectus supplement.
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2019
2022
2019 Notes
Floating Rate Notes
2022 Notes
Floating Rate Notes
2027 Notes
Per Note
Total
Per Note
Total
Per Note
Total
Per Note
Total
Per Note
Total
Public
offering
price(1)
99.965% $849,702,500 100.000% $400,000,000 99.865% $1,198,380,000 100.000% $300,000,000 99.669% $747,517,500
Underwriting
discount
0.150% $
1,275,000
0.150% $
600,000
0.350% $
4,200,000
0.350% $
1,050,000
0.450% $
3,375,000
Proceeds,
before
expenses,
to the
Company
99.815% $848,427,500
99.850% $399,400,000 99.515% $1,194,180,000
99.650% $298,950,000 99.219% $744,142,500
(1) Plus accrued interest, if any, from January 9, 2017, if settlement occurs after that date.
Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved these
securities, or determined if this pricing supplement or the accompanying prospectus supplement and prospectus is truthful or
complete. Any representation to the contrary is a criminal offense.
The Notes will be ready for delivery in book-entry form only through The Depository Trust Company, and its direct and indirect
participants, including Euroclear Bank S.A./N.V. and Clearstream Banking, société anonyme, on or about January 9, 2017.
Joint Book-Running Managers
BNP PARIBAS
Citigroup
J.P. Morgan
Mizuho Securities
TD Securities
Co-Managers
Academy Securities
ANZ Securities
Credit Agricole CIB
ING
nabSecurities, LLC
Santander
US Bancorp
The Williams Capital Group, L.P.
The date of this pricing supplement is January 4, 2017.
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We have not authorized any person to provide you any information other than that contained or incorporated by reference in
this pricing supplement, the accompanying prospectus supplement and the accompanying prospectus. We take no responsibility for,
and can provide no assurance as to, any other information that others may give you. We are not making an offer to sell the notes in
any jurisdiction where the offer or sale is not permitted. You should not assume that the information appearing in this pricing
supplement or the accompanying prospectus supplement and prospectus is accurate as of any date other than the date on the front of
this pricing supplement.
TABLE OF CONTENTS
Pricing Supplement
Page
Description of the Notes
PS-1
Underwriting
PS-6
United States Federal Taxation
PS-8
Legal Matters
PS-9
Prospectus Supplement
Forward-Looking Statements
S-1
Risk Factors
S-2
Description of the Notes
S-7
Use of Proceeds
S-32
Ratio of Earnings to Fixed Charges
S-32
United States Federal Taxation
S-33
Plan of Distribution (Conflicts of Interest)
S-47
Validity of the Notes
S-52
Prospectus
About this Prospectus
1
Risk Factors
1
Where You Can Find More Information
1
Incorporation of Information Filed with the SEC
1
Forward-Looking Statements
2
Toyota Motor Credit Corporation
3
Description of Debt Securities
4
Legal Matters
10
Experts
10
In this pricing supplement, the "Company," "TMCC," "we," "us" and "our" refer specifically to Toyota Motor Credit
Corporation. TMCC is the issuer of all of the notes offered under this pricing supplement. Capitalized terms used in this pricing
supplement which are not defined in this pricing supplement and are defined in the accompanying prospectus supplement shall have
the meanings assigned to them in the accompanying prospectus supplement.
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DESCRIPTION OF THE NOTES
General
We provide information to you about the Notes in three separate documents:
this pricing supplement which specifically describes the Notes being offered;
x
the accompanying prospectus supplement which describes the Company's Medium-Term Notes, Series B; and
x
the accompanying prospectus which describes generally the debt securities of the Company.
x
This description supplements, and, to the extent inconsistent, supersedes, the description of the general terms and provisions of the
debt securities found in the accompanying prospectus and the Company's Medium-Term Notes, Series B described in the accompanying
prospectus supplement.
Terms of the Notes
The Notes:
will be our unsecured general obligations,
x
will rank equally with all our other unsecured and unsubordinated indebtedness from time to time outstanding,
x
will be considered part of the same series of notes as any of our other Medium-Term Notes, Series B previously issued or
x
issued in the future,
will not be subject to mandatory redemption or repayment at your option,
x
will be issued in minimum denominations of $2,000 and integral multiples of $1,000 above that amount, and
x
will be denominated in U.S. dollars.
x
The 2019 Notes
The following description is a summary of certain provisions of the 2019 Notes:
Principal Amount: $850,000,000
Trade Date: January 4, 2017
Original Issue Date: January 9, 2017
Stated Maturity Date: January 9, 2019
Interest: 1.700% per annum from January 9, 2017
Interest Payment Dates: Each January 9 and July 9, beginning on July 9, 2017 and ending on the Stated Maturity Date
Day Count Convention: 30/360
Business Day Convention: Following, unadjusted
CUSIP / ISIN: 89236TDM4 / US89236TDM45
PS-1
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The 2019 Floating Rate Notes
The following description is a summary of certain provisions of the 2019 Floating Rate Notes:
Principal Amount: $400,000,000
Trade Date: January 4, 2017
Original Issue Date: January 9, 2017
Stated Maturity Date: January 9, 2019
Interest Calculation: Regular Floating Rate Note
Interest Rate Basis: LIBOR
Designated LIBOR Page: Reuters
Index Maturity: 3 months
Initial Interest Rate: The initial interest rate will be based on 3 month LIBOR determined on January 5, 2017 plus the Floating Rate
Spread, accruing from January 9, 2017
Initial Interest Reset Date: January 9, 2017
Interest Reset Dates: Each Interest Payment Date
Interest Reset Period: Quarterly
Interest Determination Date: The second London Banking Day preceding each Interest Reset Date.
Interest Payment Dates: Each January 9, April 9, July 9 and October 9, beginning on April 9, 2017 and ending on the Stated Maturity
Date
Floating Rate Spread: + 0.260%
Minimum Interest Rate: 0.000%
Index Currency: U.S. Dollars
Day Count Convention: Actual/360
Business Day Convention: Modified Following, adjusted
Calculation Agent: Deutsche Bank Trust Company Americas
CUSIP / ISIN: 89236TDN2 / US89236TDN28
The 2022 Notes
The following description is a summary of certain provisions of the 2022 Notes:
Principal Amount: $1,200,000,000
Trade Date: January 4, 2017
Original Issue Date: January 9, 2017
Stated Maturity Date: January 11, 2022
PS-2
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Interest: 2.600% per annum from January 9, 2017
Interest Payment Dates: Each January 11 and July 11, beginning on July 11, 2017 and ending on the maturity date (long first coupon)
Day Count Convention: 30/360
Business Day Convention: Following, unadjusted
Calculation Agent: Deutsche Bank Trust Company Americas
CUSIP / ISIN: 89236TDP7 / US89236TDP75
The 2022 Floating Rate Notes
The following description is a summary of certain provisions of the 2022 Floating Rate Notes:
Principal Amount: $300,000,000
Trade Date: January 4, 2017
Original Issue Date: January 9, 2017
Stated Maturity Date: January 11, 2022
Interest Calculation: Regular Floating Rate Note
Interest Rate Basis: LIBOR
Designated LIBOR Page: Reuters
Index Maturity: 3 months
Initial Interest Rate: The initial interest rate will be based on 3 month LIBOR determined on January 5, 2017 plus the Floating Rate
Spread, accruing from January 9, 2017
Initial Interest Reset Date: January 9, 2017
Interest Reset Dates: Each Interest Payment Date
Interest Reset Period: Quarterly
Interest Determination Date: The second London Banking Day preceding each Interest Reset Date.
Interest Payment Dates: Each January 11, April 11, July 11 and October 11, beginning on April 11, 2017 and ending on the Stated
Maturity Date (long first coupon)
Floating Rate Spread: + 0.690%
Minimum Interest Rate: 0.000%
Index Currency: U.S. Dollars
Day Count Convention: Actual/360
Business Day Convention: Modified Following, adjusted
Calculation Agent: Deutsche Bank Trust Company Americas
PS-3
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CUSIP / ISIN: 89236TDQ5 / US89236TDQ58
The 2027 Notes
The following description is a summary of certain provisions of the 2027 Notes:
Principal Amount: $750,000,000
Trade Date: January 4, 2017
Original Issue Date: January 9, 2017
Stated Maturity Date: January 11, 2027
Interest: 3.200% per annum from January 9, 2017
Interest Payment Dates: Each January 11 and July 11, beginning on July 11, 2017 and ending on the maturity date (long first coupon)
Day Count Convention: 30/360
Business Day Convention: Following, unadjusted
Calculation Agent: Deutsche Bank Trust Company Americas
CUSIP / ISIN: 89236TDR3 / US89236TDR32
Optional Redemption
The 2019 Notes, the 2019 Floating Rate Notes and the 2022 Floating Rate Notes are not subject to optional redemption.
The 2022 Notes and the 2027 Notes will be redeemable before their maturity, in whole or in part, at our option at any time, at a
"make-whole" redemption price equal to the greater of (i) 100% of the principal amount of the Notes to be redeemed and (ii) the sum of the
present values of the remaining scheduled payments of principal and interest on the Notes to be redeemed (exclusive of interest accrued to the
date of redemption) discounted to the redemption date on a semiannual basis (assuming a 360-day year consisting of twelve 30-day months) at
the Treasury Rate plus 15 basis points in the case of the 2022 Notes and 15 basis points in the case of the 2027 Notes (any excess of (ii) over
(i) with respect to the Notes to be redeemed being referred to as the "Make Whole Premium" for such Notes), plus in each case accrued and
unpaid interest thereon to the date of redemption.
"Comparable Treasury Issue" means, with respect to the Notes to be redeemed, the United States Treasury security selected by an
Independent Investment Banker as having a maturity comparable to the remaining term 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 a comparable
maturity to the remaining term of such Notes.
"Comparable Treasury Price" means, with respect to any redemption date, (A) the average of the Reference Treasury Dealer
Quotations for such redemption date, after excluding the highest and lowest such Reference Treasury Dealer Quotations, or (B) if the
Calculation Agent obtains fewer than five such Reference Treasury Dealer Quotations, the average of all such quotations.
"Independent Investment Banker" means one of the Reference Treasury Dealers appointed by the Calculation Agent after
consultation with us.
"Reference Treasury Dealer" means each of BNP Paribas Securities Corp., Citigroup Global Markets Inc., J.P. Morgan Securities
LLC, Mizuho Securities USA Inc. and TD Securities (USA) LLC, or their respective affiliates; provided, however, that if any of the foregoing
or their affiliates cease to be a primary U.S. Government securities dealer in the United States, we will substitute another nationally recognized
investment banking firm that is a primary U.S. Government securities dealer.
PS-4
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"Reference Treasury Dealer Quotations" means, with respect to each Reference Treasury Dealer and any redemption date, the
average, as determined by the Calculation Agent, of the bid and asked prices for the Comparable Treasury Issue (expressed in each case as a
percentage of its principal amount) quoted in writing to the Calculation Agent by such Reference Treasury Dealer at 3:30 p.m. New York time
on the third Business Day preceding such redemption date.
"Treasury Rate" means, with respect to any redemption date, the rate per annum equal to the semiannual equivalent yield to maturity
of the Comparable Treasury Issue, assuming a price for the Comparable Treasury Issue (expressed as a percentage of its principal amount)
equal to the Comparable Treasury Price for such redemption date.
Notice of any redemption will be mailed at least 30 days but not more than 60 days before the redemption date to each holder of
Notes to be redeemed. Unless we default in payment of the redemption price, on and after the redemption date interest will cease to accrue on
the Notes or portions thereof called for redemption.
For the avoidance of doubt and notwithstanding any provision of the Indenture (as defined below) or the 2022 Notes and the 2027
Notes, (x) the holders of the 2022 Notes and the 2027 Notes shall not be entitled to specific performance of the optional redemption provisions
described in this section, and no Make Whole Premium will be due or available as a remedy, in each case in connection with (1) any default or
Event of Default under the Indenture or (2) any acceleration of all, or any portion of, the 2022 Notes or the 2027 Notes, as applicable (other
than an acceleration in respect of an Event of Default for failing to pay the "make-whole" redemption price when due following our voluntary
election, if any, to redeem the 2022 Notes or the 2027 Notes, as applicable, pursuant to the optional redemption provisions described in this
section, to the extent any Make Whole Premium is due in connection therewith), and (y) the requirement to pay any Make Whole Premium
shall only arise in connection with our voluntary election, if any, to redeem the 2022 Notes or the 2027 Notes, as applicable, pursuant to the
optional redemption provisions described in this section, and not in connection with any other payment, distribution, satisfaction or other
recovery in respect of the 2022 Notes or the 2027 Notes, as applicable, or in connection with any refinancing of the 2022 Notes or the 2027
Notes, as applicable, following an Event of Default upon certain events of bankruptcy or insolvency set forth in the Indenture.
Further Issues
We may from time to time, without notice to or the consent of the registered holders of the Notes, create and issue additional notes
having the same ranking, interest rate, interest rate basis, number of basis points to be added to or subtracted from the related interest rate
basis, maturity and other terms as the Notes, as applicable, except for (1) the issue date, (2) the issue price and (3) the first interest payment
date. Additional notes will be considered part of the same series of notes as the Notes and any of our other Medium-Term Notes, Series B
previously issued or issued in the future. We also may from time to time, without notice to or the consent of the registered holders of the
Notes, create and issue additional debt securities under the indenture ranking equally with the Notes and our other Medium-Term Notes, Series
B.
Book-Entry Notes and Form
Each tranche of the Notes will be issued in the form of one or more fully registered global notes (the "Global Notes") which will be
deposited with, or on behalf of, The Depository Trust Company, New York, New York (the "Depository") and registered in the name of Cede
& Co., the Depository's nominee. Notes in definitive form will not be issued, unless the Depository discontinues providing its services as
depository with respect to the Global Notes at any time and a successor depository is not obtained or unless we so determine in our sole
discretion. Beneficial interests in the Global Notes will be represented through book-entry accounts of financial institutions acting on behalf of
beneficial owners as direct or indirect participants in the Depository, including Euroclear Bank S.A./N.V. and Clearstream Banking, société
anonyme.
PS-5
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UNDERWRITING
Under the terms and subject to the conditions set forth in a terms agreement dated January 4, 2017 (the "Terms Agreement"), between
us and the underwriters named below (the "Underwriters"), incorporating the terms of a distribution agreement dated as of February 26, 2015,
between us and the agents named in the accompanying prospectus supplement (the "Distribution Agreement"), we have agreed to sell to the
Underwriters, and the Underwriters have severally and not jointly agreed to purchase, as principals, the respective principal amounts of the
Notes set forth below opposite their names.
Principal
Principal
Principal
Amount of
Amount of
Principal
Amount of
the 2019
Principal
the 2022
Amount of
the 2019
Floating
Amount of the
Floating
the 2027
Underwriter
Notes
Rate Notes
2022 Notes
Rate Notes
Notes
BNP Paribas Securities Corp.
$127,500,000 $ 60,000,000 $ 180,000,000 $ 45,000,000 $112,500,000
Citigroup Global Markets Inc.
127,500,000
60,000,000
180,000,000
45,000,000
112,500,000
J.P. Morgan Securities LLC
127,500,000
60,000,000
180,000,000
45,000,000
112,500,000
Mizuho Securities USA Inc.
127,500,000
60,000,000
180,000,000
45,000,000
112,500,000
TD Securities (USA) LLC
127,500,000
60,000,000
180,000,000
45,000,000
112,500,000
ANZ Securities, Inc.
34,000,000
16,000,000
48,000,000
12,000,000
30,000,000
Credit Agricole Securities (USA) Inc.
34,000,000
16,000,000
48,000,000
12,000,000
30,000,000
ING Financial Markets LLC
34,000,000
16,000,000
48,000,000
12,000,000
30,000,000
nabSecurities, LLC
34,000,000
16,000,000
48,000,000
12,000,000
30,000,000
Santander Investment Securities Inc.
34,000,000
16,000,000
48,000,000
12,000,000
30,000,000
U.S. Bancorp Investments, Inc.
34,000,000
16,000,000
48,000,000
12,000,000
30,000,000
Academy Securities, Inc.
4,250,000
2,000,000
6,000,000
1,500,000
3,750,000
The Williams Capital Group, L.P.
4,250,000
2,000,000
6,000,000
1,500,000
3,750,000
Total
$850,000,000 $400,000,000 $1,200,000,000 $300,000,000 $750,000,000
The Notes will not have an established trading market when issued. The Underwriters may from time to time make a market in the
Notes but are not obligated to do so and may cease at any time. Neither we nor the Underwriters can assure you that any trading market for the
Notes will be liquid.
The Notes sold by the Underwriters to the public will initially be offered at the applicable public offering prices set forth on the cover
page of this pricing supplement. Any Notes sold by the Underwriters to dealers may be sold at the applicable public offering prices less a
concession not to exceed (i) 0.100% of the principal amount of the 2019 Notes and the 2019 Floating Rate Notes, (ii) 0.200% of the principal
amount of the 2022 Notes and the 2022 Floating Rate Notes and (iii) 0.250% of the principal amount of the 2027 Notes. The Underwriters may
allow, and dealers may reallow, a concession not to exceed (i) 0.050% of the principal amount of the 2019 Notes and the 2019 Floating Rate
Notes, (ii) 0.150% of the principal amount of the 2022 Notes and the 2022 Floating Rate Notes and (iii) 0.200% of the principal amount of the
2027 Notes on sales to other dealers. After the initial offering of the Notes to the public, Citigroup Global Markets Inc. with respect to the
2019 Notes, the 2019 Floating Rate Notes, the 2022 Notes and the 2022 Floating Rate Notes and J.P. Morgan Securities LLC with respect to
the 2027 Notes, on behalf of the Underwriters, may change the public offering prices and concessions of the Notes. The offering of the Notes
by the Underwriters is subject to receipt and acceptance and subject to the Underwriters' right to reject any order in whole or in part.
In connection with the offering, BNP Paribas Securities Corp., Citigroup Global Markets Inc., J.P. Morgan Securities LLC, Mizuho
Securities USA Inc. and TD Securities (USA) LLC, on behalf of the Underwriters, are permitted to engage in certain transactions that stabilize
the prices of the Notes. These transactions may consist of bids or purchases for the purpose of pegging, fixing or maintaining the prices of the
Notes. If the Underwriters create a short position in the Notes in connection with the offering by selling more Notes than they have purchased
from us, then the Underwriters may reduce that short position by purchasing Notes in the open market. In general, purchases of Notes for the
purpose of stabilization or to reduce a short position could cause the prices of the Notes to be higher than in the absence of these purchases.
The Underwriters are not required to engage in these activities, and may end any of these activities at any time. Neither we nor the
Underwriters make any representation or prediction as to the direction or magnitude of any effect that the transactions described above may
have on the prices of the Notes.
We may enter into hedging transactions in connection with the issuance of the Notes, including forwards, futures, options, interest
rate or exchange rate swaps and repurchase or reverse repurchase transactions with, or arranged by, any of
PS-6
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the Underwriters or an affiliate of that Underwriter. The applicable Underwriter and its affiliates may receive compensation, trading gain or
other benefits in connection with these hedging transactions and the hedging transactions described below.
Each of the Underwriters has severally agreed that it will not offer or sell any of the Notes, directly or indirectly, in Japan or to, or for
the benefit of, any resident of Japan (which term as used herein means any person resident in Japan, including any corporation or other entity
organized under the laws of Japan and any branch or other office in Japan of a corporation or other entity organized under the laws of any
foreign state), or to others for re-offering or resale, directly or indirectly, in Japan or to, or for the benefit of, a resident of Japan.
The Underwriters and their respective affiliates are full service financial institutions engaged in various activities, which may include
securities trading, commercial and investment banking, financial advisory, investment management, investment research, principal investment,
hedging, financing and brokerage activities. Certain of the Underwriters and their respective affiliates have, from time to time, provided, and
may in the future provide, investment banking, commercial banking and other services for the issuer in the ordinary course of business, for
which they received or will receive in the future customary fees and commissions.
In addition, in the ordinary course of their business activities, the Underwriters 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. Certain of the Underwriters or their affiliates that have a lending relationship with us or our affiliates routinely hedge,
and certain other of those Underwriters or their affiliates may hedge, their credit exposure to us and our affiliates consistent with their
customary risk management policies. A typical hedging strategy would include these Underwriters or their affiliates hedging 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 or those
of our affiliates, including potentially the Notes offered hereby. Any such credit default swaps or short positions could adversely affect the
future trading prices of the Notes offered hereby. The Underwriters 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.
We have agreed to indemnify the several agents against certain liabilities, including liabilities under the Securities Act, or to
contribute to payments the Underwriters may be required to make in respect of these liabilities. We have also agreed to reimburse each of the
Underwriters for certain expenses.
PS-7
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