2028 Notes. Pursuant to Section 2.03 of the Indenture, the terms and provisions of the 2028 Notes are as follows:
2028 Notes. So long as no Default or Event of Default shall have occurred and be continuing with respect to the 2028 Notes at the time of such issuance, the Issuer may from time to time, without the consent of the Holders of the 2028 Notes, issue Additional 2028 Notes. Any such Additional 2028 Notes subsequently issued under this Supplemental Indenture will have the same interest rate, maturity date and other terms as the Initial 2028 Notes, other than, as determined by the Issuer, the date of issuance, issue price, initial Interest Payment Date and amount of interest payable on the initial Interest Payment Date applicable thereto (and, if such Additional 2028 Notes shall be issued in the form of Restricted Notes and the 2028 Notes then outstanding are no longer Restricted Notes at the time of such issuance, other than with respect to transfer restrictions, any Registration Rights Agreement and Additional Interest provisions with respect thereto). The Initial 2028 Notes and any Additional 2028 Notes subsequently issued under this Supplemental Indenture will constitute a single series of 2028 Notes under the Indenture; provided that if any such Additional 2028 Notes would not be fungible with the outstanding 2028 Notes for U.S. federal income tax purposes, the Issuer shall cause such Additional 2028 Notes to be issued with a separate CUSIP number. Unless the context otherwise requires, for all purposes of the Indenture, references to the 2028 Notes shall include any Additional 2028 Notes actually issued.
2028 Notes. Interest on the 2028 Notes will be payable in Dollars semi-annually in arrears on June 1 and December 1 of each year, commencing on December 1, 2019 (each a “2028 Notes Interest Payment Date”). Interest on the 2028 Notes shall accrue (computed on the basis of a 360-day year comprised of twelve 30-day months) from the most recent date to which interest has been paid or, if no interest has been paid, from and including May 20, 2019. The Issuer will pay interest on the 2028 Notes on the applicable 2028 Notes Interest Payment Date to the Persons who are registered Holders of the 2028 Notes at the close of business on May 15 and November 15 (whether or not any such date is a Business Day) immediately preceding the relevant 2028 Notes Interest Payment Date. The interest rate on the 2028 Notes will in no event be higher than the maximum rate permitted by New York law as the same may be modified by United States law of general application.
2028 Notes. At any time before March 1, 2028 (the “2028 Par Call Date”), the Issuer may redeem the 2028 Notes in whole or in part at a Redemption Price (calculated by the Issuer) equal to the greater of:
2028 Notes. Title of Designated Securities: 2.272% Senior Notes due 0000 Xxxxxxxxx Principal Amount: $1,250,000,000 Initial Public Offering Price: 100.000% of the principal amount, plus interest, if any, from December 1, 2021 Purchase Price by Initial Purchasers: 99.500% or $1,243,750,000 Ranking: Senior unsecured Interest Rate: 2.272% Maturity Date: December 1, 2028 Interest Payment Dates: Semi-annually on each June 1 and December 1, commencing on June 1, 2022 Regular Record Date: May 15 and November 15 (whether or not a business day) preceding the related Interest Payment Date. Conversion or Exchange Provisions: None Listing Requirements: None Fixed or Variable Price Offering: Fixed Price Offering Currency of Denomination: United States Dollars Currency of Payment: United States Dollars Form and Denomination: One or more global notes in registered form registered in the name of, and deposited with, The Depository Trust Company or its nominee; denominations of $2,000 and integral multiples of $1,000 in excess thereof. Overseas Paying Agents: Not Applicable Special Mandatory Redemption: Mandatory redemption at 101% of in the event that (i) the merger has not been consummated on or prior to the outside date, (ii) on or prior to the outside date the merger agreement is terminated in accordance with its terms or by agreement of the parties thereto, and the merger has not been consummated or (iii) on or prior to the outside date, the Company notifies the trustee in writing that in its reasonable judgment the merger will not be consummated on or prior to the outside date Optional Redemption Provisions: Make-whole +15 bps (prior to two months prior to the maturity date); par call within two months of the maturity date Change of Control Put: 101% Sinking Fund: None Method of Payment: Wire transfer of same day funds Settlement Date: December 1, 2021 Other Terms: Not applicable
2028 Notes. At any time prior to February 1, 2021, Issuer may on any one or more occasions redeem up to 40% of the aggregate principal amount of the 2028 notes issued under the applicable indenture, upon not less than 10 nor more than 60 days’ notice, at a redemption price equal to 104.750% of the principal amount of 2028 notes redeemed plus accrued and unpaid interest, if any, thereon to, but not including, the applicable redemption date, subject to the rights of holders of 2028 notes on the relevant record date to receive interest due on the relevant interest payment date for periods prior to such redemption date, with an amount equal to the net cash proceeds of one or more sales of Equity Interests (other than Disqualified Stock) of Issuer or contributions to Issuer’s common equity capital made with an amount equal to the net cash proceeds of one or more sales of Equity Interests (other than Disqualified Stock) of Parent; provided that: • at least 50% of the aggregate principal amount of the 2028 notes issued under the applicable indenture (excluding 2028 notes held by Issuer and its Subsidiaries) remains outstanding immediately after the occurrence of such redemption; and • the redemption occurs within 180 days of the date of the closing of such sale of Equity Interests by Issuer or the date of contribution to Issuer’s common equity capital made with an amount equal to the net cash proceeds of one or more sales of Equity Interests of Parent. On or after February 1, 2023, Issuer may redeem all or a part of the 2028 notes, upon not less than 10 nor more than 60 days’ notice, at the redemption prices (expressed as percentages of the principal amount of 2028 notes redeemed) set forth below plus accrued and unpaid interest, if any, on the 2028 notes redeemed to, but, not including, the applicable redemption date, if redeemed during the twelve month period beginning on February 1 of the years indicated below, subject to the rights of holders of 2028 notes on the relevant record date to receive interest on the relevant interest payment date for periods prior to such redemption date: Year Percentage 2023 102.375 % 2024 101.583 % 2025 100.792 % 2026 and thereafter 100.000 % At any time prior to February 1, 2023, Issuer may also redeem all or a part of the 2028 notes, upon not less than 10 nor more than 60 days’ notice, at a redemption price equal to 100% of the principal amount of 2028 notes redeemed plus the Applicable Premium for the 2028 notes as of, and accrued and unp...
