Par Call. On or after November 15, 2028, as further described in the Preliminary Prospectus Supplement. Anticipated Security Ratings (Outlook) (Mxxxx’x / S&P / Fitch / A.M. Best)*: [Intentionally omitted] Denominations: $2,000 and integral multiples of $1,000 in excess thereof CUSIP/ISIN: 00000XXX0 / US03076CAN65 Joint Book-Running Managers: Citigroup Global Markets Inc. BofA Securities, Inc. J.X. Xxxxxx Securities LLC Gxxxxxx Sxxxx & Co. LLC Wxxxx Fargo Securities, LLC Co-Managers: Academy Securities, Inc. Barclays Capital Inc. BNP Paribas Securities Corp. HSBC Securities (USA) Inc. Mxxxxx Sxxxxxx & Co. LLC *Note: An explanation of the significance of ratings may be obtained from the rating agencies. Generally, rating agencies base their ratings on such material and information, and such of their own investigations, studies and assumptions, as they deem appropriate. The ratings of the notes should be evaluated independently from similar ratings of other securities. A credit rating of a security is not a recommendation to buy, sell or hold securities and may be subject to review, revision, suspension, reduction or withdrawal at any time by the assigning rating agency. The issuer has filed a registration statement (including a prospectus and related preliminary prospectus supplement) with the U.S. Securities and Exchange Commission (SEC) for this offering. Before you invest, you should read the preliminary prospectus supplement and prospectus for this offering in that registration statement, and other documents the issuer has filed with the SEC for more complete information about the issuer and this offering. You may get these documents for free by EXXXX at the SEC web site at wxx.xxx.xxx. Alternatively, you may obtain a copy of the prospectus and related preliminary prospectus supplement by calling Citigroup Global Markets Inc. toll free at (000) 000-0000, BofA Securities, Inc. toll free at (000) 000-0000 or J.X. Xxxxxx Securities LLC collect at (000) 000-0000. Any disclaimer or other notice that may appear below is not applicable to this communication and should be disregarded. Such disclaimer or notice was automatically generated as a result of this communication being sent by Bxxxxxxxx or another email system. OTHER INFORMATION None OTHER ISSUER FREE WRITING PROSPECTUSES None EXHIBIT A TO THE UNDERWRITING AGREEMENT Significant Subsidiaries As used in the Underwriting Agreement, the “Significant Subsidiaries” of the Company are those subsidiaries of the Company id...
Par Call. If the Notes are redeemed on or after January 1, 2026, the Issuer will pay a redemption price equal to 100% of the principal amount of the Notes redeemed plus accrued interest to the date of redemption CUSIP / ISIN: 540424 AS7 / US540424AS76 Denomination: $2,000 and integral multiples of $1,000 in excess thereof Joint Book-Running Managers: Barclays Capital Inc. X.X. Xxxxxx Securities LLC Citigroup Global Markets Inc. Mitsubishi UFJ Securities (USA), Inc. Xxxxx Fargo Securities, LLC Co-Managers: BB&T Capital Markets, a division of BB&T Securities, LLC Credit Suisse Securities (USA) LLC Deutsche Bank Securities Inc. Xxxxxxx, Xxxxx & Co. HSBC Securities (USA) Inc. Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated Mizuho Securities USA Inc. Xxxxxx Xxxxxxx & Co. LLC RBC Capital Markets, LLC Regions Securities LLC Santander Investment Securities Inc. SunTrust Xxxxxxxx Xxxxxxxx, Inc. U.S. Bancorp Investments, Inc. The issuer has filed a registration statement, including a prospectus, with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement and other documents the issuer has filed with the SEC for more complete information about the issuer and this offering. You may get these documents for free by visiting XXXXX on the SEC Web site at xxx.xxx.xxx. Alternatively, the Book-Running Managers in the offering will arrange to send you the prospectus if you request it by contacting Barclays Capital Inc. toll-free at 0-000-000-0000 or X.X. Xxxxxx Securities LLC collect at 0-000-000-0000. Any legends, disclaimers or other notices that may appear below are not applicable to this communication and should be disregarded. Such legends, disclaimers or other notices have been automatically generated as a result of this communication having been sent via Bloomberg or another system. SCHEDULE III [Other information included in the Disclosure Package]
Par Call. On or after the Par Call Date, the Issuer may redeem the notes, in whole or in part, at any time and from time to time, at a redemption price equal to 100% of the principal amount of the notes being redeemed plus accrued and unpaid interest thereon to, but excluding, the redemption date. Joint Bookrunning Managers: Citigroup Global Markets Inc. X.X. Xxxxxx Securities LLC Xxxxxx Xxxxxxx & Co. LLC U.S. Bancorp Investments, Inc. Citizens JMP Securities, LLC Truist Securities, Inc. Co-Managers: Capital One Securities, Inc. Huntington Securities, Inc. M&T Securities, Inc. BofA Securities, Inc. CIBC World Markets Corp. Xxxxxxx Xxxxx & Co. LLC Academy Securities, Inc. Xxxxxxx Xxxxxxxx Xxxxx & Co., LLC Trade Date: November 8, 2023 Settlement Date:* November 17, 2023 (T+7) CUSIP: 50212Y AH7 ISIN: US50212YAH71 * It is expected that delivery of the Notes will be made against payment for the Notes on or about November 17, 2023, which will be the seventh business day following the date hereof (this settlement cycle being referred to as T+7). 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 prior to the second business day before the settlement date will be required, by virtue of the fact that the Notes initially will settle in T+7, to specify alternative settlement arrangements to prevent a failed settlement. This communication does not constitute an offer to sell or the solicitation of an offer to buy any securities in any jurisdiction to any person to whom it is unlawful to make such offer or solicitation in such jurisdiction. The Issuer and the Guarantor have filed a registration statement, including a base prospectus and a preliminary prospectus supplement, with the SEC for the offering to which this communication relates. Before you invest, you should read the base prospectus in that registration statement, the preliminary prospectus supplement and other documents the Issuer and the Guarantor have filed with the SEC for more complete information about the Issuer, the Guarantor and this offering. You may get these documents for free by visiting XXXXX on the SEC website at xxx.xxx.xxx. Alternatively, the Issuer, any underwriter or any dealer participating in the offering will arrange to send you the base prospectus and preliminary prospectus supplement if yo...
Par Call. Any time on or after the 2029 Par Call Date, with respect to the 2029 Notes, the 2034 Par Call Date, with respect to the 2034 Notes, and the 2054 Par Call Date, with respect to the 2054 Notes, the Issuer may redeem the applicable series of Notes, in whole or in part, at a Redemption Price equal to 100% of the principal amount of the Notes being redeemed, plus in each case, accrued and unpaid interest on the Notes being redeemed to, but excluding, such Redemption Date.
Par Call. At any time on or after the par call date, we may redeem the notes in whole or in part, at our option, from time to time at a redemption price equal to 100% of the aggregate principal amount of the notes being redeemed, plus any accrued and unpaid interest on the notes being redeemed to, but not including, the date of redemption.
Par Call. Subject to the BMA Redemption Requirements, on or after the Par Call Date, the Issuer may redeem the Notes, in whole or in part, at any time and from time to time, at a redemption price equal to 100% of the principal amount of the Notes being redeemed plus accrued and unpaid interest thereon to the redemption date.
Par Call. On or after March 1, 2024 (2024 Notes) On or after December 1, 2043 (2044 Notes)
Par Call. For the 2024 notes, at any time and from time to time on or after September 24, 2024 (the “2024 Par Call Date”) at a redemption price equal to 100% of the principal amount of such notes plus accrued interest to but excluding the date of redemption. For the 2029 Notes, at any time and from time to time on or after July 24, 2029 (the “2029 Par Call Date” and, together with the 2024 Par Call Date, each a “Par Call Date”) at a redemption price equal to 100% of the principal amount of such notes plus accrued interest to but excluding the date of redemption. Denominations: Book-entry interests in the notes will be issued in minimum denominations of $200,000 and in integral multiples of $1,000 in excess thereof. Day Count Convention: 30/360, Following, Unadjusted. CUSIP / ISIN: 25243Y BA6 / US25243YBA64 for the 2024 Notes. 25243Y BB4 / US25243YBB48 for the 2029 Notes.
Par Call. On or after January 15, 2047 (six months prior to their maturity), par plus accrued and unpaid interest to, but not including, the date of redemption. CUSIP / ISIN: 690742 AG6 / US690742AG60 Joint Book-Running Managers: Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated Citigroup Global Markets Inc. X.X. Xxxxxx Securities LLC Xxxxx Fargo Securities, LLC Senior Co-Managers: BNP Paribas Securities Corp. Xxxxxxx Sachs & Co. LLC PNC Capital Markets LLC Scotia Capital (USA) Inc. Co-Managers: BB&T Capital Markets, a division of BB&T Securities, LLC Credit Agricole Securities (USA) Inc. HSBC Securities (USA) Inc. SunTrust Xxxxxxxx Xxxxxxxx, Inc. Conflicts of Interest: $250.0 million of the net proceeds from this offering will be used to fund a portion of the purchase price of the acquisition of Pittsburgh Corning Corporation and Pittsburgh Corning Europe NV. The remaining net proceeds from this offering will be used to repurchase all of our outstanding 2019 Notes and a portion of our outstanding 2036 Notes, as well as for general corporate purposes (which may include the repayment of debt). If for any reason the closing of the acquisition of Pittsburgh Corning Corporation and Pittsburgh Corning Europe NV is significantly delayed or does not otherwise occur, we may use the portion of the net proceeds from this offering for general corporate purposes. Certain affiliates of the underwriters hold some of our 2019 Notes and 2036 Notes, participate in our Receivables Securitization Facility, and are lenders under our Amended and Restated Credit Agreement, our Incremental Term Loan which we obtained pursuant to our Senior Credit Facility and our June 8, 2017 Term Loan Agreement. In the event that any of the underwriters, together with their respective affiliates, receives at least 5% of the net proceeds of this offering, such underwriters will be deemed to have a “conflict of interest” within the meaning of FINRA Rule 5121. However, in accordance with FINRA Rule 5121, no “qualified independent underwriter” is required because the notes are investment grade-rated by one or more nationally recognized statistical rating agencies. The issuer has filed a registration statement (including a prospectus) with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement and other documents the issuer has filed with the SEC for more complete information about the issuer and this offering. You may ge...
Par Call. Any time on or after the 2026 Par Call Date with respect to the 2026 Notes, the 2028 Par Call Date with respect to the 2028 Notes, the 2030 Par Call Date with respect to the 2030 Notes, the 2033 Par Call Date with respect to the 2033 Notes, the 2043 Par Call Date with respect to the 2043 Notes, the 2053 Par Call Date with respect to the 2053 Notes or the 2063 Par Call Date with respect to the 2063 Notes, the Issuer may redeem the applicable series of Notes, in whole or in part, at any time and from time to time, at a Redemption Price equal to 100% of the principal amount of the Notes to be redeemed, plus, in each case, accrued and unpaid interest on the Notes being redeemed to, but excluding, such Redemption Date.
