Creation of Series; Establishment of Form. (a) There is hereby established a new series of Dated Subordinated Debt Securities under the Base Indenture entitled the “7.119% Fixed-to-Floating Rate Subordinated Callable Notes due 2034”. (b) The Securities shall be issued initially in the form of one or more registered Global Securities that shall be deposited with DTC on the Issue Date. The Global Securities shall be registered in the name of Cede & Co. and executed and issued in substantially the form attached hereto as Exhibit A. (c) The Company shall issue the Securities in an aggregate principal amount of $1,500,000,000. The Company may from time to time, without the consent of the Holders of the Securities, issue additional securities of such series having the same ranking and same interest rate, Stated Maturity, redemption terms and other terms as the Securities described in this Fifth Supplemental Indenture, except for the price to the public and Issue Date. Any such additional securities subsequently issued shall rank equally and ratably with the Securities in all respects, so that such further securities shall be consolidated and form a single series with the applicable series of the Securities. (d) Any proposed transfer of an interest in Securities held in the form of a Global Security shall be effected through the book-entry system maintained by DTC. (e) The Securities shall not have a sinking fund. (f) The Securities shall be issued on June 27, 2023 (the “Issue Date”). (g) The stated maturity of the principal of the Securities shall be June 27, 2034 (the “Stated Maturity”). (h) The Securities shall be redeemable prior to their Stated Maturity in accordance with Section 11.09 of the Base Indenture and Sections 2.04 and 2.05 hereof. (i) Section 11.09 of the Base Indenture shall apply to the Securities. (j) The Securities shall be issued in minimum denominations of $200,000 in principal amount and integral multiples of $1,000 in excess thereof. (k) The Securities shall constitute the Company’s direct, unsecured and subordinated obligations and shall at all times rank pari passu without any preference among themselves. In the event of a winding-up or administration of the Company, the claims of the Trustee (on behalf of the Holders of the Securities but not the rights and claims of the Trustee in its personal capacity under the Indenture) and the Holders of the Securities against the Company, in respect of such Securities (including any damages or other amounts (if payable)) shall: (i) be subordinated to the claims of all Senior Creditors; (ii) rank at least pari passu with the claims in respect of Parity Obligations and with the claims of all other subordinated creditors of the Company (if any) which in each case by law rank, or by their terms are expressed to rank, pari passu with the Securities; and (iii) rank senior to the Company’s ordinary shares, preference shares and any junior subordinated obligations (including Junior Obligations) or other securities which in each case either by law rank, or by their terms are expressed to rank, junior to the Securities.
Appears in 1 contract
Creation of Series; Establishment of Form. (a) There is hereby established a new series of Dated Subordinated Debt Contingent Capital Securities under the Base Indenture entitled the “7.119$2,000,000,000 8.000% Fixed-to-Floating Fixed Rate Resetting Perpetual Subordinated Callable Notes due 2034Contingent Convertible Securities.”.
(b) The Securities shall be issued initially in the form of one or more registered Global Securities that shall be deposited with DTC on the Issue Date. The Global Securities shall be registered in the name of Cede & Co. and executed and issued delivered in substantially the form attached hereto as Exhibit A.
(c) The Company shall issue the Securities in an aggregate principal amount of $1,500,000,0002,000,000,000. The Company may from time to time, without the consent of the Holders of the Securities, issue additional securities of such series having the same ranking and same interest rate, Stated Maturityinterest cancellation terms, redemption terms terms, Conversion Price and other terms as the Securities described in this Fifth Seventh Supplemental Indenture, except for the price to the public and Issue Datedate of issue. Any such additional securities subsequently issued shall rank equally and ratably with the Securities in all respects, so that such further securities shall be consolidated and form a single series with the applicable series of the Securities.
(d) Any proposed transfer of an interest in Securities held in the form of a Global Security and shall be effected through the book-entry system maintained by DTC.
(e) The Securities shall not have a sinking fund.
(f) The Securities shall be issued on June 27August 8, 2023 2022 (the “Issue Date”).
(g) The stated Securities shall have no fixed maturity or fixed redemption date, and shall not be redeemable except as provided in Sections 2.04 and 2.05 hereof and Section 11.12 of the principal of the Securities shall be June 27, 2034 (the “Stated Maturity”)Base Indenture.
(h) The interest rate on the Securities shall be redeemable prior to their Stated Maturity determined as set forth in accordance with Section 11.09 of the Base Indenture and Sections 2.04 and 2.05 2.02(a) hereof.
(i) Section 11.09 of the Base Indenture shall apply to the Securities.
(j) The Securities shall be issued in minimum denominations of $200,000 in principal amount and integral multiples of $1,000 in excess thereof. The denominations cannot be changed without the consent of the Trustee.
(kj) The Securities denomination of each interest in a Global Security shall constitute be the Company’s direct“Tradable Amount” of such book-entry interest. Prior to an Automatic Conversion, unsecured and subordinated obligations and shall at all times rank pari passu without any preference among themselves. In the event of a winding-up or administration aggregate Tradable Amount of the Companyinterests in each Global Security shall be equal to such Global Security’s outstanding principal amount. Following an Automatic Conversion, the claims principal amount of each Security shall be zero, but the Tradable Amount of the Trustee (on behalf of the Holders of the Securities but not the rights and claims of the Trustee in its personal capacity under the Indenture) and the Holders of the Securities against the Company, in respect of such Securities (including any damages or other amounts (if payable)) shall: (i) be subordinated to the claims of all Senior Creditors; (ii) rank at least pari passu with the claims in respect of Parity Obligations and with the claims of all other subordinated creditors of the Company (if any) which book-entry interests in each case by law rank, or by their terms are expressed to rank, pari passu with the Securities; and (iii) rank senior to the Company’s ordinary shares, preference shares and any junior subordinated obligations (including Junior Obligations) or other securities which in each case either by law rank, or by their terms are expressed to rank, junior to the SecuritiesSecurity shall remain unchanged.
Appears in 1 contract
Creation of Series; Establishment of Form. (a) There is hereby established a new series of Dated Subordinated Debt Securities under the Base Indenture entitled the “7.1195.088% Fixed-to-Floating Rate Subordinated Callable Notes due 20342030.”.
(b) The Securities shall be issued initially in the form of one or more registered Global Securities that shall be deposited with DTC on the Issue Date. The Global Securities shall be registered in the name of Cede & Co. and executed and issued in substantially the form attached hereto as Exhibit A.
(c) The Company shall issue the Securities in an aggregate principal amount of $1,500,000,000. The Company may from time to time, without the consent of the Holders of the Securities, issue additional securities of such series having the same ranking and same interest rate, Stated Maturity, redemption terms and other terms as the Securities described in this Fifth First Supplemental Indenture, except for the price to the public and Issue Date. Any such additional securities subsequently issued shall rank equally and ratably with the Securities in all respects, so that such further securities shall be consolidated and form a single series with the applicable series of the Securities.
(d) Any proposed transfer of an interest in Securities held in the form of a Global Security shall be effected through the book-entry system maintained by DTC.
(e) The Securities shall not have a sinking fund.
(f) The Securities shall be issued on June 2720, 2023 2019 (the “Issue Date”).
(g) The stated maturity of the principal of the Securities shall be June 2720, 2034 2030 (the “Stated Maturity”).
(h) The Securities shall be redeemable prior to their Stated Maturity in accordance with Section 11.09 of the Base Indenture Sections 2.04, 2.05 and Sections 2.04 and 2.05 2.06 hereof.
(i) Section 11.09 of the Base Indenture shall apply to the Securities.
(j) The Securities shall be issued in minimum denominations of $200,000 in principal amount and integral multiples of $1,000 in excess thereof.
(kj) The Securities shall constitute the Company’s direct, unsecured and subordinated obligations and shall at all times rank pari passu without any preference among themselves. In the event of a winding-up or administration of the Company, the claims of the Trustee (on behalf of the Holders of the Securities but not the rights and claims of the Trustee in its personal capacity under the Indenture) and the Holders of the Securities against the Company, in respect of such Securities (including any damages or other amounts (if payable)) shall: (i) be subordinated to the claims of all Senior Creditors; (ii) rank at least pari passu with the claims in respect of Parity Obligations and with the claims of all other subordinated creditors of the Company (if any) which in each case by law rank, or by their terms are expressed to rank, pari passu with the Securities; and (iii) rank senior to the Company’s ordinary shares, preference shares and any junior subordinated obligations (including Junior Obligations) or other securities which in each case either by law rank, or by their terms are expressed to rank, junior to the Securities.
Appears in 1 contract
Creation of Series; Establishment of Form. (a) There is hereby established a new two series of Dated Subordinated Senior Debt Securities under the Base Indenture entitled the “7.1194.610% Fixed-to-Floating Rate Subordinated Callable Senior Notes due 20342023” and the “Floating Rate Senior Notes due 2023.”.
(b) The Securities of each series shall be issued initially in the form of one or more registered Global Securities that shall be deposited with DTC on the Issue Date. The Global Securities shall be registered in the name of Cede & Co. and executed and issued in substantially the form forms attached hereto as Exhibit A.A and Exhibit B.
(c) The Company shall issue the Fixed-to-Floating Rate Securities in an aggregate principal amount of $1,500,000,0001,750,000,000. The Company shall issue the Floating Rate Securities in an aggregate principal amount of $750,000,000. The Company may from time to time, without the consent of the Holders of the SecuritiesSecurities of each series, issue additional securities of such series having the same ranking and same interest rate, Stated Maturity, redemption terms and other terms as the Securities of such series described in this Fifth Third Supplemental Indenture, except for the price to the public and Issue Date. Any such additional securities subsequently issued shall rank equally and ratably with the Securities of such series in all respects, so that such further securities shall be consolidated and form a single series with the applicable series of the Securities.
(d) Any proposed transfer of an interest in Securities held in the form of a Global Security shall be effected through the book-entry system maintained by DTC.
(e) The Securities shall not have a sinking fund.
(f) The Securities shall be issued on June 27November 15, 2023 2018 (the “Issue Date”).
(g) The stated maturity of the principal of the Fixed-to-Floating Rate Securities shall be June 27February 15, 2034 2023 (the “Fixed-to-Floating Rate Securities Stated Maturity”) and the stated maturity of the principal of the Floating Rate Securities shall be February 15, 2023 (the “Floating Rate Securities Stated Maturity” and, with the “Fixed-to-Floating Rate Securities Stated Maturity” each a “Stated Maturity”).
(h) The Securities of each series shall be redeemable prior to their respective Stated Maturity in accordance with Section 11.09 of the Base Indenture and Sections SECTION 2.04 and 2.05 hereof.
(i) Section 11.09 of the Base Indenture shall apply to the Securities.
(j) The Securities shall be issued in minimum denominations of $200,000 in principal amount and integral multiples of $1,000 in excess thereof.
(j) Section 11.09 of the Base Indenture shall apply to the Securities.
(k) The Securities shall constitute the Company’s direct, unconditional, unsecured and subordinated unsubordinated obligations and shall at all times rank pari passu without any preference among themselves. In the event of a winding-up or administration of the Company, the claims Securities shall rank pari passu with all other outstanding unsecured and unsubordinated obligations of the Trustee (on behalf of the Holders of the Securities but not the rights and claims of the Trustee in its personal capacity under the Indenture) and the Holders of the Securities against the Company, in respect present and future, except such obligations as are preferred by operation of such Securities (including any damages or other amounts (if payable)) shall: (i) be subordinated to the claims of all Senior Creditors; (ii) rank at least pari passu with the claims in respect of Parity Obligations and with the claims of all other subordinated creditors of the Company (if any) which in each case by law rank, or by their terms are expressed to rank, pari passu with the Securities; and (iii) rank senior to the Company’s ordinary shares, preference shares and any junior subordinated obligations (including Junior Obligations) or other securities which in each case either by law rank, or by their terms are expressed to rank, junior to the Securitieslaw.
Appears in 1 contract
Creation of Series; Establishment of Form. (a) There is hereby established a new series of Dated Subordinated Debt Contingent Convertible Securities under the Base Indenture entitled the “7.119£1,000,000,000 7.125% Fixed-to-Floating Fixed Rate Resetting Perpetual Subordinated Contingent Convertible Securities (Callable Notes due 2034June 15, 2025 and Every Five Years Thereafter).”.
(b) The Securities shall be issued initially in the form of one or more registered Global Securities Security that shall be deposited with DTC the Common Depositary on the Issue Date. The Global Securities Security shall be initially registered in the name of Cede & Co. The Bank of New York Depositary (Nominees) Limited, a nominee of the Common Depositary, and executed and issued delivered in substantially the form attached hereto as Exhibit A.
(c) The Company shall issue the Securities in an aggregate principal amount of $1,500,000,000£1,000,000,000. The Company may from time to time, without the consent of the Holders of the Securities, issue additional securities of such series having the same ranking and same interest rate, Stated Maturityinterest cancellation terms, redemption terms terms, Conversion Price and other terms as the Securities described in this Fifth Third Supplemental Indenture, except for the price to the public and Issue Datedate of issue. Any such additional securities subsequently issued shall rank equally and ratably with the Securities in all respects, so that such further securities shall be consolidated and form a single series with the applicable series of the Securities.
(d) Any proposed transfer of an interest in Securities held in the form of a Global Security deposited with the Common Depositary shall be effected through in the book-entry system maintained by DTCordinary way following the applicable rules and operating procedures of Clearstream, Luxembourg and/or Euroclear.
(e) The Securities shall not have a sinking fund.
(f) The Securities shall be issued on June 2713, 2023 2019 (the “Issue Date”).
(g) The stated maturity of the principal of the Securities shall have no fixed maturity or fixed redemption date, and shall not be June 27redeemable except as provided in Sections 2.04, 2034 (the “Stated Maturity”)2.05 and 2.06 hereof.
(h) The interest rate on the Securities shall be redeemable prior to their Stated Maturity determined as set forth in accordance with Section 11.09 of the Base Indenture and Sections 2.04 and 2.05 2.02(a) hereof.
(i) Section 11.09 of the Base Indenture shall apply to the Securities.
(j) The Securities shall be issued in minimum denominations of $£200,000 in principal amount and integral multiples of $£1,000 in excess thereof. The denominations cannot be changed without the consent of the Trustee.
(j) The denomination of each interest in a Global Security shall be the “Tradable Amount” of such book-entry interest. Prior to an Automatic Conversion, the aggregate Tradable Amount of the interests in each Global Security shall be equal to such Global Security’s outstanding principal amount. Following an Automatic Conversion, the principal amount of each Security shall be zero, but the Tradable Amount of the book- entry interests in each Security shall remain unchanged as a result of the Automatic Conversion.
(k) The Securities For the avoidance of doubt, references to “Foreign Currency” in the Base Indenture shall constitute the Company’s direct, unsecured and subordinated obligations and shall at all times rank pari passu without any preference among themselves. In the event mean pounds sterling for purposes of a winding-up or administration of the Company, the claims of the Trustee (on behalf of the Holders of the Securities but not the rights and claims of the Trustee in its personal capacity under the Indenture) and the Holders of the Securities against the Company, in respect of such Securities (including any damages or other amounts (if payable)) shall: (i) be subordinated to the claims of all Senior Creditors; (ii) rank at least pari passu with the claims in respect of Parity Obligations and with the claims of all other subordinated creditors of the Company (if any) which in each case by law rank, or by their terms are expressed to rank, pari passu with the Securities; and (iii) rank senior to the Company’s ordinary shares, preference shares and any junior subordinated obligations (including Junior Obligations) or other securities which in each case either by law rank, or by their terms are expressed to rank, junior to the Securities.
Appears in 1 contract
Creation of Series; Establishment of Form. (a) There is hereby established a new an additional series of Dated Subordinated Senior Debt Securities under the Base Indenture entitled the “7.1192.852% Fixed-to-Floating Rate Subordinated Callable Senior Notes due 20342026.”.
(b) The Securities shall be issued initially in the form of one or more registered Global Securities that shall be deposited with DTC on the Issue Date. The Global Securities shall be registered in the name of Cede & Co. and executed and issued in substantially the form attached hereto as Exhibit A.
(c) The Company shall issue the Securities in an aggregate principal amount of $1,500,000,0001,750,000,000. The Company may from time to time, without the consent of the Holders of the Securities, issue additional securities of such series having the same ranking and same interest rate, Stated Maturity, redemption terms and other terms as the Securities described in this Fifth Sixth Supplemental Indenture, except for the price to the public and Issue Date. Any such additional securities subsequently issued shall rank equally and ratably with the Securities in all respects, so that such further securities shall be consolidated and form a single series with the applicable series of the Securities.
(d) Any proposed transfer of an interest in Securities held in the form of a Global Security shall be effected through the book-entry system maintained by DTC.
(e) The Securities shall not have a sinking fund.
(f) The Securities shall be issued on June 27May 7, 2023 2020 (the “Issue Date”).
(g) The stated maturity of the principal of the Securities shall be June 27May 7, 2034 2026 (the “Stated Maturity”).
(h) The Securities shall be redeemable prior to their Stated Maturity in accordance with Section 11.09 of the Base Indenture and Sections 2.04 and 2.05 hereof.
(i) Section 11.09 of the Base Indenture shall apply to the Securities.
(j) The Securities shall be issued in minimum denominations of $200,000 in principal amount and integral multiples of $1,000 in excess thereof.
(j) Section 11.09 of the Base Indenture shall apply to the Securities.
(k) The Securities shall constitute the Company’s direct, unconditional, unsecured and subordinated unsubordinated obligations and shall at all times rank pari passu without any preference among themselves. In the event of a winding-up or administration of the Company, the claims Securities shall rank pari passu with all other outstanding unsecured and unsubordinated obligations of the Trustee (on behalf of the Holders of the Securities but not the rights and claims of the Trustee in its personal capacity under the Indenture) and the Holders of the Securities against the Company, in respect present and future, except such obligations as are preferred by operation of such Securities (including any damages or other amounts (if payable)) shall: (i) be subordinated to the claims of all Senior Creditors; (ii) rank at least pari passu with the claims in respect of Parity Obligations and with the claims of all other subordinated creditors of the Company (if any) which in each case by law rank, or by their terms are expressed to rank, pari passu with the Securities; and (iii) rank senior to the Company’s ordinary shares, preference shares and any junior subordinated obligations (including Junior Obligations) or other securities which in each case either by law rank, or by their terms are expressed to rank, junior to the Securitieslaw.
Appears in 1 contract
Creation of Series; Establishment of Form. (a) There is hereby established a new series of Dated Subordinated Debt Securities under the Base Indenture entitled the “7.1193.811% Fixed-to-Floating Fixed Rate Resetting Subordinated Callable Notes due 20342042”.
(b) The Securities shall be issued initially in the form of one or more registered Global Securities that shall be deposited with DTC on the Issue Date. The Global Securities shall be registered in the name of Cede & Co. and executed and issued in substantially the form attached hereto as Exhibit A.
(c) The Company shall issue the Securities in an aggregate principal amount of $1,500,000,0001,000,000,000. The Company may from time to time, without the consent of the Holders of the Securities, issue additional securities of such series having the same ranking and same interest rate, Stated Maturity, redemption terms and other terms as the Securities described in this Fifth Fourth Supplemental Indenture, except for the price to the public and Issue Date. Any such additional securities subsequently issued shall rank equally and ratably with the Securities in all respects, so that such further securities shall be consolidated and form a single series with the applicable series of the Securities.
(d) Any proposed transfer of an interest in Securities held in the form of a Global Security shall be effected through the book-entry system maintained by DTC.
(e) The Securities shall not have a sinking fund.
(f) The Securities shall be issued on June 27March 10, 2023 2021 (the “Issue Date”).
(g) The stated maturity of the principal of the Securities shall be June 27March 10, 2034 2042 (the “Stated Maturity”).
(h) The Securities shall be redeemable prior to their Stated Maturity in accordance with Section 11.09 of the Base Indenture and Sections 2.04 and 2.05 hereof.
(i) Section 11.09 of the Base Indenture shall apply to the Securities.
(j) The Securities shall be issued in minimum denominations of $200,000 in principal amount and integral multiples of $1,000 in excess thereof.
(k) The Securities shall constitute the Company’s direct, unsecured and subordinated obligations and shall at all times rank pari passu without any preference among themselves. In the event of a winding-up or administration of the Company, the claims of the Trustee (on behalf of the Holders of the Securities but not the rights and claims of the Trustee in its personal capacity under the Indenture) and the Holders of the Securities against the Company, in respect of such Securities (including any damages or other amounts (if payable)) shall: (i) be subordinated to the claims of all Senior Creditors; (ii) rank at least pari passu with the claims in respect of Parity Obligations and with the claims of all other subordinated creditors of the Company (if any) which in each case by law rank, or by their terms are expressed to rank, pari passu with the Securities; and (iii) rank senior to the Company’s ordinary shares, preference shares and any junior subordinated obligations (including Junior Obligations) or other securities which in each case either by law rank, or by their terms are expressed to rank, junior to the Securities.
Appears in 1 contract
Creation of Series; Establishment of Form. (a) There is hereby established a new series of Dated Subordinated Debt Contingent Capital Securities under the Base Indenture entitled the “7.119$1,750,000,000 9.625% Fixed-to-Floating Fixed Rate Resetting Perpetual Subordinated Callable Notes due 2034Contingent Convertible Securities.”.
(b) The Securities shall be issued initially in the form of one or more registered Global Securities that shall be deposited with DTC on the Issue Date. The Global Securities shall be registered in the name of Cede & Co. and executed and issued delivered in substantially the form attached hereto as Exhibit A.
(c) The Company shall issue the Securities in an aggregate principal amount of $1,500,000,0001,750,000,000. The Company may from time to time, without the consent of the Holders of the Securities, issue additional securities of such series having the same ranking and same interest rate, Stated Maturityinterest cancellation terms, redemption terms terms, Conversion Price and other terms as the Securities described in this Fifth Ninth Supplemental Indenture, except for the price to the public and Issue Datedate of issue. Any such additional securities subsequently issued shall rank equally and ratably with the Securities in all respects, so that such further securities shall be consolidated and form a single series with the applicable series of the Securities.
(d) Any proposed transfer of an interest in Securities held in the form of a Global Security and shall be effected through the book-entry system maintained by DTC.
(e) The Securities shall not have a sinking fund.
(f) The Securities shall be issued on June 27November 22, 2023 (the “Issue Date”).
(g) The stated Securities shall have no fixed maturity or fixed redemption date, and shall not be redeemable except as provided in Sections 2.04 and 2.05 hereof and Section 11.12 of the principal of the Securities shall be June 27, 2034 (the “Stated Maturity”)Base Indenture.
(h) The interest rate on the Securities shall be redeemable prior to their Stated Maturity determined as set forth in accordance with Section 11.09 of the Base Indenture and Sections 2.04 and 2.05 2.02(a) hereof.
(i) Section 11.09 of the Base Indenture shall apply to the Securities.
(j) The Securities shall be issued in minimum denominations of $200,000 in principal amount and integral multiples of $1,000 in excess thereof. The denominations cannot be changed without the consent of the Trustee.
(kj) The Securities denomination of each interest in a Global Security shall constitute be the Company’s direct“Tradable Amount” of such book-entry interest. Prior to an Automatic Conversion, unsecured and subordinated obligations and shall at all times rank pari passu without any preference among themselves. In the event of a winding-up or administration aggregate Tradable Amount of the Companyinterests in each Global Security shall be equal to such Global Security’s outstanding principal amount. Following an Automatic Conversion, the claims principal amount of each Security shall be zero, but the Tradable Amount of the Trustee (on behalf of the Holders of the Securities but not the rights and claims of the Trustee in its personal capacity under the Indenture) and the Holders of the Securities against the Company, in respect of such Securities (including any damages or other amounts (if payable)) shall: (i) be subordinated to the claims of all Senior Creditors; (ii) rank at least pari passu with the claims in respect of Parity Obligations and with the claims of all other subordinated creditors of the Company (if any) which book-entry interests in each case by law rank, or by their terms are expressed to rank, pari passu with the Securities; and (iii) rank senior to the Company’s ordinary shares, preference shares and any junior subordinated obligations (including Junior Obligations) or other securities which in each case either by law rank, or by their terms are expressed to rank, junior to the SecuritiesSecurity shall remain unchanged.
Appears in 1 contract
Creation of Series; Establishment of Form. (a) There is hereby established a new three additional series of Dated Subordinated Senior Debt Securities under the Base Indenture entitled the “7.1197.325% Fixed-to-Floating Fixed Rate Subordinated Resetting Senior Callable Notes due 20342026”, the “7.385% Fixed Rate Resetting Senior Callable Notes due 2028” and the “7.437% Fixed Rate Resetting Senior Callable Notes due 2033”.
(b) The Each series of the Securities shall be issued initially in the form of one or more registered Global Securities that shall be deposited with DTC on the Issue Date. The Global Securities shall be registered in the name of Cede & Co. and executed and issued in substantially the form forms attached hereto as Exhibit A.A, Exhibit B and Exhibit C.
(c) The Company shall issue the Securities 2026 Notes in an aggregate principal amount of $1,500,000,000. The Company shall issue the 2028 Notes in an aggregate principal amount of $1,500,000,000. The Company shall issue the 2033 Notes in an aggregate principal amount of $2,000,000,000. The Company may from time to time, without the consent of the Holders of the SecuritiesSecurities of any series, issue additional securities of such any series having the same ranking and same interest rate, Stated Maturity, redemption terms and other terms as the Securities of such series described in this Fifth Thirteenth Supplemental Indenture, except for the price to the public and Issue Date. Any such additional securities subsequently issued shall rank equally and ratably with the Securities of such series in all respects, so that such further securities shall be consolidated and form a single series with the applicable series of the Securities.
(d) Any proposed transfer of an interest in Securities held in the form of a Global Security shall be effected through the book-entry system maintained by DTC.
(e) The Securities shall not have a sinking fund.
(f) The Securities shall be issued on June 27November 2, 2023 2022 (the “Issue Date”).
(g) The stated maturity of the principal of the Securities 2026 Notes shall be June 27November 2, 2034 2026 (the “2026 Notes Stated Maturity”), the stated maturity of the principal of the 2028 Notes shall be November 2, 2028 (the “2028 Notes Stated Maturity”) and the stated maturity of the principal of the 2033 Notes shall be November 2, 2033 (the “2033 Notes Stated Maturity” and each of the 2026 Notes Stated Maturity, the 2028 Notes Stated Maturity and the 2033 Notes Stated Maturity, a “Stated Maturity”).
(h) The Securities of each series shall be redeemable prior to their Stated Maturity in accordance with Section 11.09 of the Base Indenture and Sections 2.04 and or Section 2.05 hereof.
(i) Section 11.09 of the Base Indenture shall apply to the Securities.
(j) The Securities shall be issued in minimum denominations of $200,000 in principal amount and integral multiples of $1,000 in excess thereof.
(j) Section 11.09 of the Base Indenture shall apply to each series of the Securities, separately.
(k) The Each series of the Securities shall constitute the Company’s direct, unconditional, unsecured and subordinated unsubordinated obligations and shall at all times rank pari passu without any preference among themselves. In the event of a winding-up or administration of the Company, the claims Securities shall rank pari passu with all other outstanding unsecured and unsubordinated obligations of the Trustee (on behalf of the Holders of the Securities but not the rights and claims of the Trustee in its personal capacity under the Indenture) and the Holders of the Securities against the Company, in respect present and future, except such obligations as are preferred by operation of such Securities (including any damages or other amounts (if payable)) shall: (i) be subordinated to the claims of all Senior Creditors; (ii) rank at least pari passu with the claims in respect of Parity Obligations and with the claims of all other subordinated creditors of the Company (if any) which in each case by law rank, or by their terms are expressed to rank, pari passu with the Securities; and (iii) rank senior to the Company’s ordinary shares, preference shares and any junior subordinated obligations (including Junior Obligations) or other securities which in each case either by law rank, or by their terms are expressed to rank, junior to the Securitieslaw.
Appears in 1 contract
Creation of Series; Establishment of Form. (a) There is hereby established a new two additional series of Dated Subordinated Senior Debt Securities under the Base Indenture entitled the “7.1195.829% Fixed-to-Floating Rate Subordinated Resetting Senior Callable Notes due 2027” and the “6.224% Fixed-to-Floating Rate Resetting Senior Callable Notes due 2034”.
(b) The Each series of the Securities shall be issued initially in the form of one or more registered Global Securities that shall be deposited with DTC on the Issue Date. The Global Securities shall be registered in the name of Cede & Co. and executed and issued in substantially the form forms attached hereto as Exhibit A.A and Exhibit B.
(c) The Company shall issue the Securities 2027 Notes in an aggregate principal amount of $1,500,000,0002,000,000,000. The Company shall issue the 2034 Notes in an aggregate principal amount of $2,000,000,000. The Company may from time to time, without the consent of the Holders of the SecuritiesSecurities of any series, issue additional securities of such any series having the same ranking and same interest rate, Stated Maturity, redemption terms and other terms as the Securities of such series described in this Fifth Fourteenth Supplemental Indenture, except for the price to the public and Issue Date. Any such additional securities subsequently issued shall rank equally and ratably with the Securities of such series in all respects, so that such further securities shall be consolidated and form a single series with the applicable series of the Securities.
(d) Any proposed transfer of an interest in Securities held in the form of a Global Security shall be effected through the book-entry system maintained by DTC.
(e) The Securities shall not have a sinking fund.
(f) The Securities shall be issued on June 27May 9, 2023 (the “Issue Date”).
(g) The stated maturity of the principal of the Securities 2027 Notes shall be June 27May 9, 2027 (the “2027 Notes Stated Maturity”) and the stated maturity of the principal of the 2034 Notes shall be May 9, 2034 (the “2034 Notes Stated Maturity” and each of the 2027 Notes Stated Maturity and the 2034 Notes Stated Maturity, a “Stated Maturity”).
(h) The Securities of each series shall be redeemable prior to their Stated Maturity in accordance with Section 11.09 of the Base Indenture and Sections 2.04 and or Section 2.05 hereof.
(i) Section 11.09 of the Base Indenture shall apply to the Securities.
(j) The Securities shall be issued in minimum denominations of $200,000 in principal amount and integral multiples of $1,000 in excess thereof.
(j) Section 11.09 of the Base Indenture shall apply to each series of the Securities, separately.
(k) The Each series of the Securities shall constitute the Company’s direct, unconditional, unsecured and subordinated unsubordinated obligations and shall at all times rank pari passu without any preference among themselves. In the event of a winding-up or administration of the Company, the claims Securities shall rank pari passu with all other outstanding unsecured and unsubordinated obligations of the Trustee (on behalf of the Holders of the Securities but not the rights and claims of the Trustee in its personal capacity under the Indenture) and the Holders of the Securities against the Company, in respect present and future, except such obligations as are preferred by operation of such Securities (including any damages or other amounts (if payable)) shall: (i) be subordinated to the claims of all Senior Creditors; (ii) rank at least pari passu with the claims in respect of Parity Obligations and with the claims of all other subordinated creditors of the Company (if any) which in each case by law rank, or by their terms are expressed to rank, pari passu with the Securities; and (iii) rank senior to the Company’s ordinary shares, preference shares and any junior subordinated obligations (including Junior Obligations) or other securities which in each case either by law rank, or by their terms are expressed to rank, junior to the Securitieslaw.
Appears in 1 contract
Creation of Series; Establishment of Form. (a) There is hereby established a new series of Dated Subordinated Debt Contingent Convertible Securities under the Base Indenture entitled the “7.119$2,500,000,000 7.750% Fixed-to-Floating Fixed Rate Resetting Perpetual Subordinated Contingent Convertible Securities (Callable Notes due 2034September 15, 2023 and Every Five Years Thereafter).”.
(b) The Securities shall be issued initially in the form of one or more registered Global Securities that shall be deposited with DTC on the Issue Date. The Global Securities shall be registered in the name of Cede & Co. and executed and issued delivered in substantially the form attached hereto as Exhibit A.
(c) The Company shall issue the Securities in an aggregate principal amount of $1,500,000,0002,500,000,000. The Company may from time to time, without the consent of the Holders of the Securities, issue additional securities of such series having the same ranking and same interest rate, Stated Maturityinterest cancellation terms, redemption terms terms, Conversion Price and other terms as the Securities described in this Fifth First Supplemental Indenture, except for the price to the public and Issue Datedate of issue. Any such additional securities subsequently issued shall rank equally and ratably with the Securities in all respects, so that such further securities shall be consolidated and form a single series with the applicable series of the Securities.
(d) Any proposed transfer of an interest in Securities held in the form of a Global Security and shall be effected through the book-entry system maintained by DTC.
(e) The Securities shall not have a sinking fund.
(f) The Securities shall be issued on June 27August 14, 2023 2018 (the “Issue Date”).
(g) The stated maturity of the principal of the Securities shall be June 27, 2034 (the “Stated Maturity”)have no fixed maturity or fixed redemption date.
(h) The interest rate on the Securities shall be redeemable prior to their Stated Maturity is set forth in accordance with Section 11.09 of the Base Indenture and Sections 2.04 and 2.05 2.02(a) hereof.
(i) Section 11.09 of the Base Indenture shall apply to the Securities.
(j) The Securities shall be issued in minimum denominations of $USD 200,000 in principal amount and integral multiples of $USD 1,000 in excess thereof. The denominations cannot be changed without the consent of the Trustee.
(kj) The Securities denomination of each interest in a Global Security shall constitute be the Company’s direct“Tradable Amount” of such book-entry interest. Prior to an Automatic Conversion, unsecured and subordinated obligations and shall at all times rank pari passu without any preference among themselves. In the event of a winding-up or administration aggregate Tradable Amount of the Companyinterests in each Global Security shall be equal to such Global Security’s outstanding principal amount. Following an Automatic Conversion, the claims principal amount of each Security shall be zero, but the Tradable Amount of the Trustee (on behalf book-entry interests in each Security shall remain unchanged as a result of the Holders of the Securities but not the rights and claims of the Trustee in its personal capacity under the Indenture) and the Holders of the Securities against the Company, in respect of such Securities (including any damages or other amounts (if payable)) shall: (i) be subordinated to the claims of all Senior Creditors; (ii) rank at least pari passu with the claims in respect of Parity Obligations and with the claims of all other subordinated creditors of the Company (if any) which in each case by law rank, or by their terms are expressed to rank, pari passu with the Securities; and (iii) rank senior to the Company’s ordinary shares, preference shares and any junior subordinated obligations (including Junior Obligations) or other securities which in each case either by law rank, or by their terms are expressed to rank, junior to the SecuritiesAutomatic Conversion.
Appears in 1 contract
Creation of Series; Establishment of Form. (a) There is hereby established a new an additional series of Dated Subordinated Senior Debt Securities under the Base Indenture entitled the “7.1192.667% Fixed-to-Floating Fixed Rate Subordinated Resetting Senior Callable Notes due 20342032.”.
(b) The Securities shall be issued initially in the form of one or more registered Global Securities that shall be deposited with DTC on the Issue Date. The Global Securities shall be registered in the name of Cede & Co. and executed and issued in substantially the form attached hereto as Exhibit A.
(c) The Company shall issue the Securities in an aggregate principal amount of $1,500,000,0001,000,000,000. The Company may from time to time, without the consent of the Holders of the Securities, issue additional securities of such series having the same ranking and same interest rate, Stated Maturity, redemption terms and other terms as the Securities described in this Fifth Tenth Supplemental Indenture, except for the price to the public and Issue Date. Any such additional securities subsequently issued shall rank equally and ratably with the Securities in all respects, so that such further securities shall be consolidated and form a single series with the applicable series of the Securities.
(d) Any proposed transfer of an interest in Securities held in the form of a Global Security shall be effected through the book-entry system maintained by DTC.
(e) The Securities shall not have a sinking fund.
(f) The Securities shall be issued on June 27March 10, 2023 2021 (the “Issue Date”).
(g) The stated maturity of the principal of the Securities shall be June 27March 10, 2034 2032 (the “Stated Maturity”).
(h) The Securities shall be redeemable prior to their Stated Maturity in accordance with Section 11.09 of the Base Indenture and Sections 2.04 and or Section 2.05 hereof.
(i) Section 11.09 of the Base Indenture shall apply to the Securities.
(j) The Securities shall be issued in minimum denominations of $200,000 in principal amount and integral multiples of $1,000 in excess thereof.
(j) Section 11.09 of the Base Indenture shall apply to the Securities.
(k) The Securities shall constitute the Company’s direct, unconditional, unsecured and subordinated unsubordinated obligations and shall at all times rank pari passu without any preference among themselves. In the event of a winding-up or administration of the Company, the claims Securities shall rank pari passu with all other outstanding unsecured and unsubordinated obligations of the Trustee (on behalf of the Holders of the Securities but not the rights and claims of the Trustee in its personal capacity under the Indenture) and the Holders of the Securities against the Company, in respect present and future, except such obligations as are preferred by operation of such Securities (including any damages or other amounts (if payable)) shall: (i) be subordinated to the claims of all Senior Creditors; (ii) rank at least pari passu with the claims in respect of Parity Obligations and with the claims of all other subordinated creditors of the Company (if any) which in each case by law rank, or by their terms are expressed to rank, pari passu with the Securities; and (iii) rank senior to the Company’s ordinary shares, preference shares and any junior subordinated obligations (including Junior Obligations) or other securities which in each case either by law rank, or by their terms are expressed to rank, junior to the Securitieslaw.
Appears in 1 contract
Creation of Series; Establishment of Form. (a) There is hereby established a new an additional series of Dated Subordinated Senior Debt Securities under the Base Indenture entitled the “7.1193.932% Fixed-to-Floating Rate Subordinated Callable Senior Notes due 20342025.”.
(b) The Securities shall be issued initially in the form of one or more registered Global Securities that shall be deposited with DTC on the Issue Date. The Global Securities shall be registered in the name of Cede & Co. and executed and issued in substantially the form attached hereto as Exhibit A.
(c) The Company shall issue the Securities in an aggregate principal amount of $1,500,000,0002,000,000,000. The Company may from time to time, without the consent of the Holders of the Securities, issue additional securities of such series having the same ranking and same interest rate, Stated Maturity, redemption terms and other terms as the Securities described in this Fifth Supplemental Indenture, except for the price to the public and Issue Date. Any such additional securities subsequently issued shall rank equally and ratably with the Securities in all respects, so that such further securities shall be consolidated and form a single series with the applicable series of the Securities.
(d) Any proposed transfer of an interest in Securities held in the form of a Global Security shall be effected through the book-entry system maintained by DTC.
(e) The Securities shall not have a sinking fund.
(f) The Securities shall be issued on June 27May 7, 2023 2019 (the “Issue Date”).
(g) The stated maturity of the principal of the Securities shall be June 27May 7, 2034 2025 (the “Stated Maturity”).
(h) The Securities shall be redeemable prior to their Stated Maturity in accordance with Section 11.09 of the Base Indenture and Sections 2.04 and 2.05 hereof.
(i) Section 11.09 of the Base Indenture shall apply to the Securities.
(j) The Securities shall be issued in minimum denominations of $200,000 in principal amount and integral multiples of $1,000 in excess thereof.
(j) Section 11.09 of the Base Indenture shall apply to the Securities.
(k) The Securities shall constitute the Company’s direct, unconditional, unsecured and subordinated unsubordinated obligations and shall at all times rank pari passu without any preference among themselves. In the event of a winding-up or administration of the Company, the claims Securities shall rank pari passu with all other outstanding unsecured and unsubordinated obligations of the Trustee (on behalf of the Holders of the Securities but not the rights and claims of the Trustee in its personal capacity under the Indenture) and the Holders of the Securities against the Company, in respect present and future, except such obligations as are preferred by operation of such Securities (including any damages or other amounts (if payable)) shall: (i) be subordinated to the claims of all Senior Creditors; (ii) rank at least pari passu with the claims in respect of Parity Obligations and with the claims of all other subordinated creditors of the Company (if any) which in each case by law rank, or by their terms are expressed to rank, pari passu with the Securities; and (iii) rank senior to the Company’s ordinary shares, preference shares and any junior subordinated obligations (including Junior Obligations) or other securities which in each case either by law rank, or by their terms are expressed to rank, junior to the Securitieslaw.
Appears in 1 contract
Creation of Series; Establishment of Form. (a) There is hereby established a new series of Dated Subordinated Debt Contingent Capital Securities under the Base Indenture entitled the “7.119$1,500,000,000 4.375% Fixed-to-Floating Fixed Rate Resetting Perpetual Subordinated Callable Notes due 2034Contingent Convertible Securities.”.
(b) The Securities shall be issued initially in the form of one or more registered Global Securities that shall be deposited with DTC on the Issue Date. The Global Securities shall be registered in the name of Cede & Co. and executed and issued delivered in substantially the form attached hereto as Exhibit A.
(c) The Company shall issue the Securities in an aggregate principal amount of $1,500,000,000. The Company may from time to time, without the consent of the Holders of the Securities, issue additional securities of such series having the same ranking and same interest rate, Stated Maturityinterest cancellation terms, redemption terms terms, Conversion Price and other terms as the Securities described in this Fifth Sixth Supplemental Indenture, except for the price to the public and Issue Datedate of issue. Any such additional securities subsequently issued shall rank equally and ratably with the Securities in all respects, so that such further securities shall be consolidated and form a single series with the applicable series of the Securities.
(d) Any proposed transfer of an interest in Securities held in the form of a Global Security and shall be effected through the book-entry system maintained by DTC.
(e) The Securities shall not have a sinking fund.
(f) The Securities shall be issued on June 27August 11, 2023 2021 (the “Issue Date”).
(g) The stated Securities shall have no fixed maturity or fixed redemption date, and shall not be redeemable except as provided in Sections 2.04 and 2.05 hereof and Section 11.12 of the principal of the Securities shall be June 27, 2034 (the “Stated Maturity”)Base Indenture.
(h) The interest rate on the Securities shall be redeemable prior to their Stated Maturity determined as set forth in accordance with Section 11.09 of the Base Indenture and Sections 2.04 and 2.05 2.02(a) hereof.
(i) Section 11.09 of the Base Indenture shall apply to the Securities.
(j) The Securities shall be issued in minimum denominations of $200,000 in principal amount and integral multiples of $1,000 in excess thereof. The denominations cannot be changed without the consent of the Trustee.
(kj) The Securities denomination of each interest in a Global Security shall constitute be the Company’s direct“Tradable Amount” of such book-entry interest. Prior to an Automatic Conversion, unsecured and subordinated obligations and shall at all times rank pari passu without any preference among themselves. In the event of a winding-up or administration aggregate Tradable Amount of the Companyinterests in each Global Security shall be equal to such Global Security’s outstanding principal amount. Following an Automatic Conversion, the claims principal amount of each Security shall be zero, but the Tradable Amount of the Trustee (on behalf of the Holders of the Securities but not the rights and claims of the Trustee in its personal capacity under the Indenture) and the Holders of the Securities against the Company, in respect of such Securities (including any damages or other amounts (if payable)) shall: (i) be subordinated to the claims of all Senior Creditors; (ii) rank at least pari passu with the claims in respect of Parity Obligations and with the claims of all other subordinated creditors of the Company (if any) which book-entry interests in each case by law rank, or by their terms are expressed to rank, pari passu with the Securities; and (iii) rank senior to the Company’s ordinary shares, preference shares and any junior subordinated obligations (including Junior Obligations) or other securities which in each case either by law rank, or by their terms are expressed to rank, junior to the SecuritiesSecurity shall remain unchanged.
Appears in 1 contract
Creation of Series; Establishment of Form. (a) There is hereby established a new series of Dated Subordinated Debt Contingent Convertible Securities under the Base Indenture entitled the “7.119£697,602,000 7.00% Fixed-to-Floating Fixed Rate Resetting Perpetual Subordinated Contingent Convertible Securities (Callable Notes due 20342019 and Every Five Years Thereafter).”.
(b) The Securities shall be issued initially in the form of one or more registered Global Securities that shall be deposited with DTC on the Issue Date. The Global Securities shall be a common depositary for Clearstream, Luxembourg and/or Euroclear and registered in the name of Cede & Co. such common depositary or its nominee and executed and issued delivered in substantially the form attached hereto as Exhibit A.
(c) The Company shall issue the Securities in an aggregate principal amount of $1,500,000,000£697,602,000. The Company may from time to time, without the consent of the Holders of the Securities, issue additional securities of such series having the same ranking and same interest rate, Stated Maturityinterest cancellation terms, redemption terms terms, Conversion Price and other terms as the Securities described in this Fifth Third Supplemental Indenture, except for the price to the public and Issue Datedate of issue. Any such additional securities subsequently issued shall rank equally and ratably with the Securities in all respects, so that such further securities shall be consolidated and form a single series with the applicable series of the Securities.
(d) Any proposed transfer of an interest in Securities held in the form of a Global Security and shall be effected through the book-entry system systems maintained by DTCthe Clearing Systems.
(e) The Securities shall not have a sinking fund.
(f) The Securities shall be issued on June 2717, 2023 2014 (the “Issue Date”).
(g) The stated maturity of the principal of the Securities shall be June 27, 2034 (the “Stated Maturity”)have no fixed maturity or fixed redemption date.
(h) The interest rate on the Securities shall be redeemable prior to their Stated Maturity is set forth in accordance with Section 11.09 of the Base Indenture and Sections 2.04 and 2.05 2.02(a) hereof.
(i) Section 11.09 of the Base Indenture shall apply to the Securities.
(j) The Securities shall be issued in minimum denominations of $GBP 200,000 in principal amount and integral multiples of $GBP 1,000 in excess thereof.
(k) . The Securities shall constitute denominations cannot be changed without the Company’s direct, unsecured and subordinated obligations and shall at all times rank pari passu without any preference among themselves. In the event of a winding-up or administration consent of the Company, the claims of the Trustee (on behalf of the Holders of the Securities but not the rights and claims of the Trustee in its personal capacity under the Indenture) and the Holders of the Securities against the Company, in respect of such Securities (including any damages or other amounts (if payable)) shall: (i) be subordinated to the claims of all Senior Creditors; (ii) rank at least pari passu with the claims in respect of Parity Obligations and with the claims of all other subordinated creditors of the Company (if any) which in each case by law rank, or by their terms are expressed to rank, pari passu with the Securities; and (iii) rank senior to the Company’s ordinary shares, preference shares and any junior subordinated obligations (including Junior Obligations) or other securities which in each case either by law rank, or by their terms are expressed to rank, junior to the SecuritiesTrustee.
Appears in 1 contract
Creation of Series; Establishment of Form. (a) There is hereby established a new series of Dated Subordinated Debt Contingent Convertible Securities under the Base Indenture entitled the “7.119$1,500,000,000 6.125% Fixed-to-Floating Fixed Rate Resetting Perpetual Subordinated Callable Notes due 2034Contingent Convertible Securities.”.
(b) The Securities shall be issued initially in the form of one or more registered Global Securities that shall be deposited with DTC on the Issue Date. The Global Securities shall be registered in the name of Cede & Co. and executed and issued delivered in substantially the form attached hereto as Exhibit A.
(c) The Company shall issue the Securities in an aggregate principal amount of $1,500,000,000. The Company may from time to time, without the consent of the Holders of the Securities, issue additional securities of such series having the same ranking and same interest rate, Stated Maturityinterest cancellation terms, redemption terms terms, Conversion Price and other terms as the Securities described in this Fifth Fourth Supplemental Indenture, except for the price to the public and Issue Datedate of issue. Any such additional securities subsequently issued shall rank equally and ratably with the Securities in all respects, so that such further securities shall be consolidated and form a single series with the applicable series of the Securities.
(d) Any proposed transfer of an interest in Securities held in the form of a Global Security and shall be effected through the book-entry system maintained by DTC.
(e) The Securities shall not have a sinking fund.
(f) The Securities shall be issued on June 27August 12, 2023 2020 (the “Issue Date”).
(g) The stated maturity of the principal of the Securities shall have no fixed maturity or fixed redemption date, and shall not be June 27redeemable except as provided in Sections 2.04, 2034 (the “Stated Maturity”)2.05 and 2.06 hereof.
(h) The interest rate on the Securities shall be redeemable prior to their Stated Maturity determined as set forth in accordance with Section 11.09 of the Base Indenture and Sections 2.04 and 2.05 2.02(a) hereof.
(i) Section 11.09 of the Base Indenture shall apply to the Securities.
(j) The Securities shall be issued in minimum denominations of $200,000 in principal amount and integral multiples of $1,000 in excess thereof. The denominations cannot be changed without the consent of the Trustee.
(kj) The Securities denomination of each interest in a Global Security shall constitute be the Company’s direct“Tradable Amount” of such book-entry interest. Prior to an Automatic Conversion, unsecured and subordinated obligations and shall at all times rank pari passu without any preference among themselves. In the event of a winding-up or administration aggregate Tradable Amount of the Companyinterests in each Global Security shall be equal to such Global Security’s outstanding principal amount. Following an Automatic Conversion, the claims principal amount of each Security shall be zero, but the Tradable Amount of the Trustee (on behalf of the Holders of the Securities but not the rights and claims of the Trustee in its personal capacity under the Indenture) and the Holders of the Securities against the Company, in respect of such Securities (including any damages or other amounts (if payable)) shall: (i) be subordinated to the claims of all Senior Creditors; (ii) rank at least pari passu with the claims in respect of Parity Obligations and with the claims of all other subordinated creditors of the Company (if any) which book-entry interests in each case by law rank, or by their terms are expressed to rank, pari passu with the Securities; and (iii) rank senior to the Company’s ordinary shares, preference shares and any junior subordinated obligations (including Junior Obligations) or other securities which in each case either by law rank, or by their terms are expressed to rank, junior to the SecuritiesSecurity shall remain unchanged.
Appears in 1 contract
Creation of Series; Establishment of Form. (a) There is hereby established a new four additional series of Dated Subordinated Senior Debt Securities under the Base Indenture entitled the “7.1195.674% Fixed-to-Floating Rate Subordinated Senior Callable Notes due 20342028”, the “5.690% Fixed-to-Floating Rate Senior Callable Notes due 2030”, the “6.036% Fixed-to-Floating Rate Senior Callable Notes due 2055” and the “Floating Rate Senior Callable Notes due 2028”.
(b) The Each series of the Securities shall be issued initially in the form of one or more registered Global Securities that shall be deposited with DTC on the Issue Date. The Global Securities shall be registered in the name of Cede & Co. and executed and issued in substantially the form forms attached hereto as Exhibit A.A, Exhibit B, Exhibit C and Exhibit D.
(c) The Company shall issue the Securities 2028 Notes in an aggregate principal amount of $1,500,000,0001,250,000,000. The Company shall issue the 2030 Notes in an aggregate principal amount of $2,000,000,000. The Company shall issue the 2055 Notes in an aggregate principal amount of $750,000,000. The Company shall issue the Floating Rate Notes in an aggregate principal amount of $500,000,000. The Company may from time to time, without the consent of the Holders of the SecuritiesSecurities of any series, issue additional securities of such any series having the same ranking and same interest rate, Stated Maturity, redemption terms and other terms as the Securities of such series described in this Fifth Seventeenth Supplemental Indenture, except for the price to the public and Issue Date. Any such additional securities subsequently issued shall rank equally and ratably with the Securities of such series in all respects, so that such further securities shall be consolidated and form a single series with the applicable series of the Securities.
(d) Any proposed transfer of an interest in Securities held in the form of a Global Security shall be effected through the book-entry system maintained by DTC.
(e) The Securities shall not have a sinking fund.
(f) The Securities shall be issued on June 27March 12, 2023 2024 (the “Issue Date”).
(g) The stated maturity of the principal of the Securities 2028 Notes shall be June 27March 12, 2034 2028 (the “2028 Notes Stated Maturity”), the stated maturity of the principal of the 2030 Notes shall be March 12, 2030 (the “2030 Notes Stated Maturity”), the stated maturity of the principal of the 2055 Notes shall be March 12, 2055 (the “2055 Notes Stated Maturity”) and the stated maturity of the principal of the Floating Rate Notes shall be March 12, 2028 (the “Floating Rate Notes Stated Maturity” and each of the 2028 Notes Stated Maturity, the 2030 Notes Stated Maturity, the 2055 Notes Stated Maturity and the Floating Rate Notes Stated Maturity, a “Stated Maturity”).
(h) The Securities of each series shall be redeemable prior to their Stated Maturity in accordance with Section 11.09 of the Base Indenture and Sections 2.04 and or Section 2.05 hereof.
(i) Section 11.09 of the Base Indenture shall apply to the Securities.
(j) The Securities shall be issued in minimum denominations of $200,000 in principal amount and integral multiples of $1,000 in excess thereof.
(j) Section 11.09 of the Base Indenture shall apply to each series of the Securities, separately.
(k) The Each series of the Securities shall constitute the Company’s direct, unconditional, unsecured and subordinated unsubordinated obligations and shall at all times rank pari passu without any preference among themselves. In the event of a winding-up or administration of the Company, the claims Securities shall rank pari passu with all other outstanding unsecured and unsubordinated obligations of the Trustee (on behalf of the Holders of the Securities but not the rights and claims of the Trustee in its personal capacity under the Indenture) and the Holders of the Securities against the Company, in respect present and future, except such obligations as are preferred by operation of such Securities (including any damages or other amounts (if payable)) shall: (i) be subordinated to the claims of all Senior Creditors; (ii) rank at least pari passu with the claims in respect of Parity Obligations and with the claims of all other subordinated creditors of the Company (if any) which in each case by law rank, or by their terms are expressed to rank, pari passu with the Securities; and (iii) rank senior to the Company’s ordinary shares, preference shares and any junior subordinated obligations (including Junior Obligations) or other securities which in each case either by law rank, or by their terms are expressed to rank, junior to the Securitieslaw.
Appears in 1 contract
Creation of Series; Establishment of Form. (a) There is hereby established a new series of Dated Subordinated Senior Debt Securities under the Base Indenture entitled the “7.1193.250% Fixed-to-Floating Fixed Rate Subordinated Callable Senior Notes due 20342033.”.
(b) The Securities shall be issued initially in the form of one or more registered Global Securities that shall be deposited with DTC the Common Depositary on the Issue Date. The Global Securities shall be initially registered in the name of Cede & Co. The Bank of New York Depository (Nominees) Limited, a nominee of the Common Depositary, and executed and issued in substantially the form attached hereto as Exhibit A.
(c) The Company shall issue the Securities in an aggregate principal amount of $1,500,000,000£1,250,000,000. The Company may from time to time, without the consent of the Holders of the Securities, issue additional securities of such series having the same ranking and same interest rate, Stated Maturity, redemption terms and other terms as the Securities described in this Fifth First Supplemental Indenture, except for the price to the public and Issue Datedate of issue. Any such additional securities subsequently issued shall rank equally and ratably with the Securities in all respects, so that such further securities shall be consolidated and form a single series with the applicable series of the Securities.
(d) Any proposed transfer of an interest in Securities held in the form of a Global Security deposited with the Common Depositary shall be effected through in the book-entry system maintained by DTCordinary way following the applicable rules and operating procedures of Clearstream, Luxembourg and/or Euroclear.
(e) The Securities shall not have a sinking fund.
(f) The Securities shall be issued on June 27January 17, 2023 2018 (the “Issue Date”).
(g) The stated maturity of the principal of the Securities shall be June 27January 17, 2034 2033 (the “Stated Maturity”).
(h) The interest rate on the Securities is set forth in SECTION 2.02 hereof.
(i) The Securities shall be redeemable prior to their Stated Maturity in accordance with SECTION 2.04 hereof.
(j) The Securities shall be issued in minimum denominations of GBP 100,000 in principal amount and integral multiples of GBP 1,000 in excess thereof.
(k) Section 11.09 3.05(c)(ii)(C) of the Base Indenture and Sections 2.04 and 2.05 hereofshall not apply to the Securities.
(il) Section 11.09 of the Base Indenture shall apply to the Securities.
(j) The Securities shall be issued in minimum denominations of $200,000 in principal amount and integral multiples of $1,000 in excess thereof.
(km) The Securities shall constitute the Company’s direct, unconditional, unsecured and subordinated unsubordinated obligations and shall at all times rank pari passu without any preference among themselves. In the event of a winding-up or administration of the Company, the claims Securities shall rank pari passu with all other outstanding unsecured and unsubordinated obligations of the Trustee (on behalf of the Holders of the Securities but not the rights and claims of the Trustee in its personal capacity under the Indenture) and the Holders of the Securities against the Company, in respect present and future, except such obligations as are preferred by operation of such Securities (including any damages or other amounts (if payable)) shall: (i) be subordinated to the claims of all Senior Creditors; (ii) rank at least pari passu with the claims in respect of Parity Obligations and with the claims of all other subordinated creditors of the Company (if any) which in each case by law rank, or by their terms are expressed to rank, pari passu with the Securities; and (iii) rank senior to the Company’s ordinary shares, preference shares and any junior subordinated obligations (including Junior Obligations) or other securities which in each case either by law rank, or by their terms are expressed to rank, junior to the Securitieslaw.
Appears in 1 contract
Creation of Series; Establishment of Form. (a) There is hereby established a new series of Dated Subordinated Debt Securities under the Base Indenture entitled the “7.1193.564% Fixed-to-Floating Fixed Rate Resetting Subordinated Callable Notes due 20342035”.
(b) The Securities shall be issued initially in the form of one or more registered Global Securities that shall be deposited with DTC on the Issue Date. The Global Securities shall be registered in the name of Cede & Co. and executed and issued in substantially the form attached hereto as Exhibit A.
(c) The Company shall issue the Securities in an aggregate principal amount of $1,500,000,0001,000,000,000. The Company may from time to time, without the consent of the Holders of the Securities, issue additional securities of such series having the same ranking and same interest rate, Stated Maturity, redemption terms and other terms as the Securities described in this Fifth Second Supplemental Indenture, except for the price to the public and Issue Date. Any such additional securities subsequently issued shall rank equally and ratably with the Securities in all respects, so that such further securities shall be consolidated and form a single series with the applicable series of the Securities.
(d) Any proposed transfer of an interest in Securities held in the form of a Global Security shall be effected through the book-entry system maintained by DTC.
(e) The Securities shall not have a sinking fund.
(f) The Securities shall be issued on June 27September 23, 2023 2020 (the “Issue Date”).
(g) The stated maturity of the principal of the Securities shall be June 27September 23, 2034 2035 (the “Stated Maturity”).
(h) The Securities shall be redeemable prior to their Stated Maturity in accordance with Section 11.09 of the Base Indenture Sections 2.04, 2.05 and Sections 2.04 and 2.05 2.06 hereof.
(i) Section 11.09 of the Base Indenture shall apply to the Securities.
(j) The Securities shall be issued in minimum denominations of $200,000 in principal amount and integral multiples of $1,000 in excess thereof.
(kj) The Securities shall constitute the Company’s direct, unsecured and subordinated obligations and shall at all times rank pari passu without any preference among themselves. In the event of a winding-up or administration of the Company, the claims of the Trustee (on behalf of the Holders of the Securities but not the rights and claims of the Trustee in its personal capacity under the Indenture) and the Holders of the Securities against the Company, in respect of such Securities (including any damages or other amounts (if payable)) shall: (i) be subordinated to the claims of all Senior Creditors; (ii) rank at least pari passu with the claims in respect of Parity Obligations and with the claims of all other subordinated creditors of the Company (if any) which in each case by law rank, or by their terms are expressed to rank, pari passu with the Securities; and (iii) rank senior to the Company’s ordinary shares, preference shares and any junior subordinated obligations (including Junior Obligations) or other securities which in each case either by law rank, or by their terms are expressed to rank, junior to the Securities.
Appears in 1 contract
Creation of Series; Establishment of Form. (a) There is hereby established a new three series of Dated Subordinated Senior Debt Securities under the Base Indenture entitled the “7.1194.338% Fixed-to-Floating Rate Subordinated Callable Senior Notes due 20342024”, the “4.972% Fixed-to-Floating Rate Senior Notes due 2029” and the “Floating Rate Senior Notes due 2024.”
(b) The Securities of each series shall be issued initially in the form of one or more registered Global Securities that shall be deposited with DTC the Common Depositary on the Issue Date. The Global Securities shall be initially registered in the name of Cede & Co. The Bank of New York Depository (Nominees) Limited, a nominee of the Common Depositary, and executed and issued in substantially the form forms attached hereto as Exhibit A.A, Exhibit B and Exhibit C.
(c) The Company shall issue the 2024 Fixed-to-Floating Rate Securities in an aggregate principal amount of $1,250,000,000. The Company shall issue the 2029 Fixed-to-Floating Rate Securities in an aggregate principal amount of $1,750,000,000. The Company shall issue the Floating Rate Securities in an aggregate principal amount of $1,500,000,000. The Company may from time to time, without the consent of the Holders of the SecuritiesSecurities of each series, issue additional securities of such series having the same ranking and same interest rate, Stated Maturity, redemption terms and other terms as the Securities of such series described in this Fifth Second Supplemental Indenture, except for the price to the public and Issue Datedate of issue. Any such additional securities subsequently issued shall rank equally and ratably with the Securities of such series in all respects, so that such further securities shall be consolidated and form a single series with the applicable series of the Securities.
(d) Any proposed transfer of an interest in Securities held in the form of a Global Security deposited with the Common Depositary shall be effected or on behalf of DTC shall be effected through the book-entry system maintained by DTC.
(e) The Securities shall not have a sinking fund.
(f) The Securities shall be issued on June 27May 16, 2023 2018 (the “Issue Date”).
(g) The stated maturity of the principal of the 2024 Fixed-to-Floating Rate Securities shall be June 27May 16, 2034 2024 (the “2024 Fixed-to-Floating Rate Securities Stated Maturity”), the stated maturity of the principal of the 2029 Fixed-to-Floating Rate Securities shall be May 16, 2029 (the “2029 Fixed-to-Floating Rate Securities Stated Maturity”) and the stated maturity of the principal of the Floating Rate Securities shall be May 16, 2024(the “Floating Rate Securities Stated Maturity” and, together with the “2024 Fixed-to-Floating Rate Securities Stated Maturity” and the “2029 Fixed-to-Floating Rate Securities Stated Maturity” each a “Stated Maturity”).
(h) The Securities of each series shall be redeemable prior to their respective Stated Maturity in accordance with Section 11.09 of the Base Indenture and Sections SECTION 2.04 and 2.05 hereof.
(i) Section 11.09 of the Base Indenture shall apply to the Securities.
(j) The Securities shall be issued in minimum denominations of $200,000 in principal amount and integral multiples of $1,000 in excess thereof.
(j) Section 11.09 of the Base Indenture shall apply to the Securities.
(k) The Securities shall constitute the Company’s direct, unconditional, unsecured and subordinated unsubordinated obligations and shall at all times rank pari passu without any preference among themselves. In the event of a winding-up or administration of the Company, the claims Securities shall rank pari passu with all other outstanding unsecured and unsubordinated obligations of the Trustee (on behalf of the Holders of the Securities but not the rights and claims of the Trustee in its personal capacity under the Indenture) and the Holders of the Securities against the Company, in respect present and future, except such obligations as are preferred by operation of such Securities (including any damages or other amounts (if payable)) shall: (i) be subordinated to the claims of all Senior Creditors; (ii) rank at least pari passu with the claims in respect of Parity Obligations and with the claims of all other subordinated creditors of the Company (if any) which in each case by law rank, or by their terms are expressed to rank, pari passu with the Securities; and (iii) rank senior to the Company’s ordinary shares, preference shares and any junior subordinated obligations (including Junior Obligations) or other securities which in each case either by law rank, or by their terms are expressed to rank, junior to the Securitieslaw.
Appears in 1 contract
Creation of Series; Establishment of Form. (a) There is hereby established a new three additional series of Dated Subordinated Senior Debt Securities under the Base Indenture entitled the “7.1194.837% Fixed-to-Floating Rate Subordinated Senior Callable Notes due 20342028”, the “4.942% Fixed-to-Floating Rate Senior Callable Notes due 2030” and the “5.335% Fixed-to-Floating Rate Senior Callable Notes due 2035”.
(b) The Each series of the Securities shall be issued initially in the form of one or more registered Global Securities that shall be deposited with DTC on the Issue Date. The Global Securities shall be registered in the name of Cede & Co. and executed and issued in substantially the form forms attached hereto as Exhibit A.A, Exhibit B and Exhibit C.
(c) The Company shall issue the Securities 2028 Notes in an aggregate principal amount of $1,000,000,000. The Company shall issue the 2030 Notes in an aggregate principal amount of $1,500,000,000. The Company shall issue the 2035 Notes in an aggregate principal amount of $2,000,000,000. The Company may from time to time, without the consent of the Holders of the SecuritiesSecurities of any series, issue additional securities of such any series having the same ranking and same interest rate, Stated Maturity, redemption terms and other terms as the Securities of such series described in this Fifth Eighteenth Supplemental Indenture, except for the price to the public and Issue Date. Any such additional securities subsequently issued shall rank equally and ratably with the Securities of such series in all respects, so that such further securities shall be consolidated and form a single series with the applicable series of the Securities.
(d) Any proposed transfer of an interest in Securities held in the form of a Global Security shall be effected through the book-entry system maintained by DTC.
(e) The Securities shall not have a sinking fund.
(f) The Securities shall be issued on June 27September 10, 2023 2024 (the “Issue Date”).
(g) The stated maturity of the principal of the Securities 2028 Notes shall be June 27September 10, 2034 2028 (the “2028 Notes Stated Maturity”), the stated maturity of the principal of the 2030 Notes shall be September 10, 2030 (the “2030 Notes Stated Maturity”) and the stated maturity of the principal of the 2035 Notes shall be September 10, 2035 (the “2035 Notes Stated Maturity” and each of the 2028 Notes Stated Maturity, the 2030 Notes Stated Maturity and the 2035 Notes Stated Maturity, a “Stated Maturity”).
(h) The Securities of each series shall be redeemable prior to their Stated Maturity in accordance with Section 11.09 of the Base Indenture and Sections 2.04 and or Section 2.05 hereof.
(i) Section 11.09 of the Base Indenture shall apply to the Securities.
(j) The Securities shall be issued in minimum denominations of $200,000 in principal amount and integral multiples of $1,000 in excess thereof.
(j) Section 11.09 of the Base Indenture shall apply to each series of the Securities, separately.
(k) The Each series of the Securities shall constitute the Company’s direct, unconditional, unsecured and subordinated unsubordinated obligations and shall at all times rank pari passu without any preference among themselves. In the event of a winding-up or administration of the Company, the claims Securities shall rank pari passu with all other outstanding unsecured and unsubordinated obligations of the Trustee (on behalf of the Holders of the Securities but not the rights and claims of the Trustee in its personal capacity under the Indenture) and the Holders of the Securities against the Company, in respect present and future, except such obligations as are preferred by operation of such Securities (including any damages or other amounts (if payable)) shall: (i) be subordinated to the claims of all Senior Creditors; (ii) rank at least pari passu with the claims in respect of Parity Obligations and with the claims of all other subordinated creditors of the Company (if any) which in each case by law rank, or by their terms are expressed to rank, pari passu with the Securities; and (iii) rank senior to the Company’s ordinary shares, preference shares and any junior subordinated obligations (including Junior Obligations) or other securities which in each case either by law rank, or by their terms are expressed to rank, junior to the Securitieslaw.
Appears in 1 contract
Creation of Series; Establishment of Form. (a) There is hereby established a new series of Dated Subordinated Debt Contingent Convertible Securities under the Base Indenture entitled the “7.119$1,211,446,000 6.625% Fixed-to-Floating Fixed Rate Resetting Perpetual Subordinated Contingent Convertible Securities (Callable Notes due 20342019 and Every Five Years Thereafter).”.
(b) The Securities shall be issued initially in the form of one or more registered Global Securities that shall be deposited with DTC on the Issue Date. The Global Securities shall be registered in the name of Cede & Co. and executed and issued delivered in substantially the form attached hereto as Exhibit A.
(c) The Company shall issue the Securities in an aggregate principal amount of $1,500,000,0001,211,446,000. The Company may from time to time, without the consent of the Holders of the Securities, issue additional securities of such series having the same ranking and same interest rate, Stated Maturityinterest cancellation terms, redemption terms terms, Conversion Price and other terms as the Securities described in this Fifth Supplemental Indenture, except for the price to the public and Issue Datedate of issue. Any such additional securities subsequently issued shall rank equally and ratably with the Securities in all respects, so that such further securities shall be consolidated and form a single series with the applicable series of the Securities.
(d) Any proposed transfer of an interest in Securities held in the form of a Global Security and shall be effected through the book-entry system maintained by DTC.
(e) The Securities shall not have a sinking fund.
(f) The Securities shall be issued on June 2717, 2023 2014 (the “Issue Date”).
(g) The stated maturity of the principal of the Securities shall be June 27, 2034 (the “Stated Maturity”)have no fixed maturity or fixed redemption date.
(h) The interest rate on the Securities shall be redeemable prior to their Stated Maturity is set forth in accordance with Section 11.09 of the Base Indenture and Sections 2.04 and 2.05 2.02(a) hereof.
(i) Section 11.09 of the Base Indenture shall apply to the Securities.
(j) The Securities shall be issued in minimum denominations of $USD 200,000 in principal amount and integral multiples of $USD 1,000 in excess thereof. The denominations cannot be changed without the consent of the Trustee.
(kj) The Securities denomination of each interest in a Global Security shall constitute be the Company’s direct“Tradable Amount” of such book-entry interest. Prior to an Automatic Conversion, unsecured and subordinated obligations and shall at all times rank pari passu without any preference among themselves. In the event of a winding-up or administration aggregate Tradable Amount of the Companyinterests in each Global Security shall equal such Global Security’s outstanding principal amount. Following an Automatic Conversion, the claims principal amount of each Security shall equal zero, but the Tradable Amount of the Trustee (on behalf book-entry interests in each Security shall remain unchanged as a result of the Holders of the Securities but not the rights and claims of the Trustee in its personal capacity under the Indenture) and the Holders of the Securities against the Company, in respect of such Securities (including any damages or other amounts (if payable)) shall: (i) be subordinated to the claims of all Senior Creditors; (ii) rank at least pari passu with the claims in respect of Parity Obligations and with the claims of all other subordinated creditors of the Company (if any) which in each case by law rank, or by their terms are expressed to rank, pari passu with the Securities; and (iii) rank senior to the Company’s ordinary shares, preference shares and any junior subordinated obligations (including Junior Obligations) or other securities which in each case either by law rank, or by their terms are expressed to rank, junior to the SecuritiesAutomatic Conversion.
Appears in 1 contract
Creation of Series; Establishment of Form. (a) There is hereby established a new series of Dated Subordinated Debt Securities under the Base Indenture entitled the “7.119US$1,250,000,000 4.375% Fixed-to-Floating Fixed Rate Subordinated Callable Notes due 20342024.”.
(b) The Securities shall be issued initially in the form of one or more registered Global Securities that shall be deposited with or on behalf of DTC on the Issue Date. The Global Securities shall be initially registered in the name of Cede & Co. and executed and issued delivered in substantially the form attached hereto as Exhibit A.
(c) The Company shall issue the Securities in an aggregate principal amount of $1,500,000,000US$1,250,000,000. The Company may from time to time, without the consent of the Holders of the Securities, issue additional securities of such series having the same ranking and same interest rate, Stated Maturity, redemption terms and other terms as the Securities described in this Fifth First Supplemental Indenture, except for the price to the public and Issue Datedate of issue. Any such additional securities subsequently issued shall rank equally and ratably with the Securities in all respects, so that such further securities shall be consolidated and form a single series with the applicable series of the Securities.
(d) Any proposed transfer of an interest in Securities held in the form of a Global Security and shall be effected through the book-entry system maintained by DTC.
(e) The Securities shall not have a sinking fund.
(f) The Securities shall be issued on June 27September 11, 2023 2014 (the “Issue Date”).
(g) The stated maturity of the principal of the Securities shall be June 27September 11, 2034 2024 (the “Stated Maturity”).
(h) The interest rate on the Securities shall be redeemable prior to their Stated Maturity is set forth in accordance with Section 11.09 of the Base Indenture and Sections 2.04 and 2.05 SECTION 2.02 hereof.
(i) The provisions of Section 11.09 4.01(a)(ii)(B)-(C), Section 4.02 (solely with respect to U.S. Government Obligations and Foreign Government Securities as referred to therein), Section 4.03, Section 11.03, Section 11.07 and Section 11.08 of the Base Indenture shall not apply to the Securities.
(j) The Securities shall be issued in minimum denominations of $USD 200,000 in principal amount and integral multiples of $USD 1,000 in excess thereof.
(k) . The Securities shall constitute denominations cannot be changed without the Company’s direct, unsecured and subordinated obligations and shall at all times rank pari passu without any preference among themselves. In the event of a winding-up or administration consent of the Company, the claims of the Trustee (on behalf of the Holders of the Securities but not the rights and claims of the Trustee in its personal capacity under the Indenture) and the Holders of the Securities against the Company, in respect of such Securities (including any damages or other amounts (if payable)) shall: (i) be subordinated to the claims of all Senior Creditors; (ii) rank at least pari passu with the claims in respect of Parity Obligations and with the claims of all other subordinated creditors of the Company (if any) which in each case by law rank, or by their terms are expressed to rank, pari passu with the Securities; and (iii) rank senior to the Company’s ordinary shares, preference shares and any junior subordinated obligations (including Junior Obligations) or other securities which in each case either by law rank, or by their terms are expressed to rank, junior to the SecuritiesTrustee.
Appears in 1 contract
Creation of Series; Establishment of Form. (a) There is hereby established a new three additional series of Dated Subordinated Senior Debt Securities under the Base Indenture entitled the “7.1192.279% Fixed-to-Floating Fixed Rate Subordinated Resetting Senior Callable Notes due 20342027”, the “2.894% Fixed Rate Resetting Senior Callable Notes due 2032” and the “3.330% Fixed Rate Resetting Senior Callable Notes due 2042”.
(b) The Each series of the Securities shall be issued initially in the form of one or more registered Global Securities that shall be deposited with DTC on the Issue Date. The Global Securities shall be registered in the name of Cede & Co. and executed and issued in substantially the form forms attached hereto as Exhibit A.A, Exhibit B and Exhibit C.
(c) The Company shall issue the Securities 2027 Notes in an aggregate principal amount of $1,500,000,0001,750,000,000. The Company shall issue the 2032 Notes in an aggregate principal amount of $1,250,000,000. The Company shall issue the 2042 Notes in an aggregate principal amount of $1,000,000,000. The Company may from time to time, without the consent of the Holders of the SecuritiesSecurities of any series, issue additional securities of such any series having the same ranking and same interest rate, Stated Maturity, redemption terms and other terms as the Securities of such series described in this Fifth Eleventh Supplemental Indenture, except for the price to the public and Issue Date. Any such additional securities subsequently issued shall rank equally and ratably with the Securities of such series in all respects, so that such further securities shall be consolidated and form a single series with the applicable series of the Securities.
(d) Any proposed transfer of an interest in Securities held in the form of a Global Security shall be effected through the book-entry system maintained by DTC.
(e) The Securities shall not have a sinking fund.
(f) The Securities shall be issued on June 27November 24, 2023 2021 (the “Issue Date”).
(g) The stated maturity of the principal of the Securities 2027 Notes shall be June 27November 24, 2034 2027 (the “2027 Notes Stated Maturity”), the stated maturity of the principal of the 2032 Notes shall be November 24, 2032 (the “2032 Notes Stated Maturity”) and the stated maturity of the principal of the 2042 Notes shall be November 24, 2042 (the “2042 Notes Stated Maturity” and, together with the 2027 Notes Stated Maturity and the 2032 Notes Stated Maturity, each a “Stated Maturity.”)
(h) The Securities of each series shall be redeemable prior to their Stated Maturity in accordance with Section 11.09 of the Base Indenture and Sections 2.04 and or Section 2.05 hereof.
(i) Section 11.09 of the Base Indenture shall apply to the Securities.
(j) The Securities shall be issued in minimum denominations of $200,000 in principal amount and integral multiples of $1,000 in excess thereof.
(k) The Securities shall constitute the Company’s direct, unsecured and subordinated obligations and shall at all times rank pari passu without any preference among themselves. In the event of a winding-up or administration of the Company, the claims of the Trustee (on behalf of the Holders of the Securities but not the rights and claims of the Trustee in its personal capacity under the Indenture) and the Holders of the Securities against the Company, in respect of such Securities (including any damages or other amounts (if payable)) shall: (i) be subordinated to the claims of all Senior Creditors; (ii) rank at least pari passu with the claims in respect of Parity Obligations and with the claims of all other subordinated creditors of the Company (if any) which in each case by law rank, or by their terms are expressed to rank, pari passu with the Securities; and (iii) rank senior to the Company’s ordinary shares, preference shares and any junior subordinated obligations (including Junior Obligations) or other securities which in each case either by law rank, or by their terms are expressed to rank, junior to the Securities.
Appears in 1 contract
Creation of Series; Establishment of Form. (a) There is hereby established a new series of Dated Subordinated Debt Contingent Convertible Securities under the Base Indenture entitled the “7.119€1,076,730,000 6.50% Fixed-to-Floating Fixed Rate Resetting Perpetual Subordinated Contingent Convertible Securities (Callable Notes due 20342019 and Every Five Years Thereafter).”.
(b) The Securities shall be issued initially in the form of one or more registered Global Securities that shall be deposited with DTC on the Issue Date. The Global Securities shall be a common depositary for Clearstream, Luxembourg and/or Euroclear and registered in the name of Cede & Co. such common depositary or its nominee and executed and issued delivered in substantially the form attached hereto as Exhibit A.
(c) The Company shall issue the Securities in an aggregate principal amount of $1,500,000,000€1,076,730,000. The Company may from time to time, without the consent of the Holders of the Securities, issue additional securities of such series having the same ranking and same interest rate, Stated Maturityinterest cancellation terms, redemption terms terms, Conversion Price and other terms as the Securities described in this Fifth Fourth Supplemental Indenture, except for the price to the public and Issue Datedate of issue. Any such additional securities subsequently issued shall rank equally and ratably with the Securities in all respects, so that such further securities shall be consolidated and form a single series with the applicable series of the Securities.
(d) Any proposed transfer of an interest in Securities held in the form of a Global Security and shall be effected through the book-entry system systems maintained by DTCthe Clearing Systems.
(e) The Securities shall not have a sinking fund.
(f) The Securities shall be issued on June 2717, 2023 2014 (the “Issue Date”).
(g) The stated maturity of the principal of the Securities shall be June 27, 2034 (the “Stated Maturity”)have no fixed maturity or fixed redemption date.
(h) The interest rate on the Securities shall be redeemable prior to their Stated Maturity is set forth in accordance with Section 11.09 of the Base Indenture and Sections 2.04 and 2.05 2.02(a) hereof.
(i) Section 11.09 of the Base Indenture shall apply to the Securities.
(j) The Securities shall be issued in minimum denominations of $EUR 200,000 in principal amount and integral multiples of $EUR 1,000 in excess thereof. The denominations cannot be changed without the consent of the Trustee.
(kj) The Securities denomination of each interest in a Global Security shall constitute be the Company’s direct“Tradable Amount” of such book-entry interest. Prior to an Automatic Conversion, unsecured and subordinated obligations and shall at all times rank pari passu without any preference among themselves. In the event of a winding-up or administration aggregate Tradable Amount of the Companyinterests in each Global Security shall equal such Global Security’s outstanding principal amount. Following an Automatic Conversion, the claims principal amount of each Security shall equal zero, but the Tradable Amount of the Trustee (on behalf book-entry interests in each Security shall remain unchanged as a result of the Holders of the Securities but not the rights and claims of the Trustee in its personal capacity under the Indenture) and the Holders of the Securities against the Company, in respect of such Securities (including any damages or other amounts (if payable)) shall: (i) be subordinated to the claims of all Senior Creditors; (ii) rank at least pari passu with the claims in respect of Parity Obligations and with the claims of all other subordinated creditors of the Company (if any) which in each case by law rank, or by their terms are expressed to rank, pari passu with the Securities; and (iii) rank senior to the Company’s ordinary shares, preference shares and any junior subordinated obligations (including Junior Obligations) or other securities which in each case either by law rank, or by their terms are expressed to rank, junior to the SecuritiesAutomatic Conversion.
Appears in 1 contract
Creation of Series; Establishment of Form. (a) There is hereby established a new an additional series of Dated Subordinated Senior Debt Securities under the Base Indenture entitled the “7.1191.007% Fixed-to-Floating Fixed Rate Subordinated Resetting Senior Callable Notes due 20342024.”.
(b) The Securities shall be issued initially in the form of one or more registered Global Securities that shall be deposited with DTC on the Issue Date. The Global Securities shall be registered in the name of Cede & Co. and executed and issued in substantially the form attached hereto as Exhibit A.
(c) The Company shall issue the Securities in an aggregate principal amount of $1,500,000,000. The Company may from time to time, without the consent of the Holders of the Securities, issue additional securities of such series having the same ranking and same interest rate, Stated Maturity, redemption terms and other terms as the Securities described in this Fifth Eighth Supplemental Indenture, except for the price to the public and Issue Date. Any such additional securities subsequently issued shall rank equally and ratably with the Securities in all respects, so that such further securities shall be consolidated and form a single series with the applicable series of the Securities.
(d) Any proposed transfer of an interest in Securities held in the form of a Global Security shall be effected through the book-entry system maintained by DTC.
(e) The Securities shall not have a sinking fund.
(f) The Securities shall be issued on June 27December 10, 2023 2020 (the “Issue Date”).
(g) The stated maturity of the principal of the Securities shall be June 27December 10, 2034 2024 (the “Stated Maturity”).
(h) The Securities shall be redeemable prior to their Stated Maturity in accordance with Section 11.09 of the Base Indenture and Sections 2.04 and 2.05 hereof.
(i) Section 11.09 of the Base Indenture shall apply to the Securities.
(j) The Securities shall be issued in minimum denominations of $200,000 in principal amount and integral multiples of $1,000 in excess thereof.
(j) Section 11.09 of the Base Indenture shall apply to the Securities.
(k) The Securities shall constitute the Company’s direct, unconditional, unsecured and subordinated unsubordinated obligations and shall at all times rank pari passu without any preference among themselves. In the event of a winding-up or administration of the Company, the claims Securities shall rank pari passu with all other outstanding unsecured and unsubordinated obligations of the Trustee (on behalf of the Holders of the Securities but not the rights and claims of the Trustee in its personal capacity under the Indenture) and the Holders of the Securities against the Company, in respect present and future, except such obligations as are preferred by operation of such Securities (including any damages or other amounts (if payable)) shall: (i) be subordinated to the claims of all Senior Creditors; (ii) rank at least pari passu with the claims in respect of Parity Obligations and with the claims of all other subordinated creditors of the Company (if any) which in each case by law rank, or by their terms are expressed to rank, pari passu with the Securities; and (iii) rank senior to the Company’s ordinary shares, preference shares and any junior subordinated obligations (including Junior Obligations) or other securities which in each case either by law rank, or by their terms are expressed to rank, junior to the Securitieslaw.
Appears in 1 contract
Creation of Series; Establishment of Form. (a) There is hereby established a new series of Dated Subordinated Debt Contingent Convertible Securities under the Base Indenture entitled the “7.119$2,000,000,000 8% Fixed-to-Floating Fixed Rate Resetting Perpetual Subordinated Contingent Convertible Securities (Callable Notes due 2034June 15, 2024 and Every Five Years Thereafter).”.
(b) The Securities shall be issued initially in the form of one or more registered Global Securities that shall be deposited with DTC on the Issue Date. The Global Securities shall be registered in the name of Cede & Co. and executed and issued delivered in substantially the form attached hereto as Exhibit A.
(c) The Company shall issue the Securities in an aggregate principal amount of $1,500,000,0002,000,000,000. The Company may from time to time, without the consent of the Holders of the Securities, issue additional securities of such series having the same ranking and same interest rate, Stated Maturityinterest cancellation terms, redemption terms terms, Conversion Price and other terms as the Securities described in this Fifth Second Supplemental Indenture, except for the price to the public and Issue Datedate of issue. Any such additional securities subsequently issued shall rank equally and ratably with the Securities in all respects, so that such further securities shall be consolidated and form a single series with the applicable series of the Securities.
(d) Any proposed transfer of an interest in Securities held in the form of a Global Security and shall be effected through the book-entry system maintained by DTC.
(e) The Securities shall not have a sinking fund.
(f) The Securities shall be issued on June March 27, 2023 2019 (the “Issue Date”).
(g) The stated maturity of the principal of the Securities shall have no fixed maturity or fixed redemption date, and shall not be June 27redeemable except as provided in Sections 2.04, 2034 (the “Stated Maturity”)2.05 and 2.06 hereof.
(h) The interest rate on the Securities shall be redeemable prior to their Stated Maturity determined as set forth in accordance with Section 11.09 of the Base Indenture and Sections 2.04 and 2.05 2.02(a) hereof.
(i) Section 11.09 of the Base Indenture shall apply to the Securities.
(j) The Securities shall be issued in minimum denominations of $200,000 in principal amount and integral multiples of $1,000 in excess thereof. The denominations cannot be changed without the consent of the Trustee.
(kj) The Securities denomination of each interest in a Global Security shall constitute be the Company’s direct“Tradable Amount” of such book-entry interest. Prior to an Automatic Conversion, unsecured and subordinated obligations and shall at all times rank pari passu without any preference among themselves. In the event of a winding-up or administration aggregate Tradable Amount of the Companyinterests in each Global Security shall be equal to such Global Security’s outstanding principal amount. Following an Automatic Conversion, the claims principal amount of each Security shall be zero, but the Tradable Amount of the Trustee (on behalf book- entry interests in each Security shall remain unchanged as a result of the Holders of the Securities but not the rights and claims of the Trustee in its personal capacity under the Indenture) and the Holders of the Securities against the Company, in respect of such Securities (including any damages or other amounts (if payable)) shall: (i) be subordinated to the claims of all Senior Creditors; (ii) rank at least pari passu with the claims in respect of Parity Obligations and with the claims of all other subordinated creditors of the Company (if any) which in each case by law rank, or by their terms are expressed to rank, pari passu with the Securities; and (iii) rank senior to the Company’s ordinary shares, preference shares and any junior subordinated obligations (including Junior Obligations) or other securities which in each case either by law rank, or by their terms are expressed to rank, junior to the SecuritiesAutomatic Conversion.
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Creation of Series; Establishment of Form. (a) There is hereby established a new series of Dated Subordinated Debt Contingent Capital Securities under the Base Indenture entitled the “7.119£1,500,000,000 9.250% Fixed-to-Floating Fixed Rate Resetting Perpetual Subordinated Callable Notes due 2034Contingent Convertible Securities.”.
(b) The Securities shall be issued initially in the form of one or more registered Global Securities Security that shall be deposited with DTC the Common Depositary on the Issue Date. The Global Securities Security shall be registered in the name of Cede & Co. The Bank of New York Depository (Nominees) Limited, a nominee of the Common Depositary, and executed and issued delivered in substantially the form attached hereto as Exhibit A.
(c) The Company shall issue the Securities in an aggregate principal amount of $£1,500,000,000. The Company may from time to time, without the consent of the Holders of the Securities, issue additional securities of such series having the same ranking and same interest rate, Stated Maturityinterest cancellation terms, redemption terms terms, Conversion Price and other terms as the Securities described in this Fifth Eighth Supplemental Indenture, except for the price to the public and Issue Datedate of issue. Any such additional securities subsequently issued shall rank equally and ratably with the Securities in all respects, so that such further securities shall be consolidated and form a single series with the applicable series of the Securities.
(d) Any proposed transfer of an interest in Securities held in the form of a Global Security deposited with the Common Depositary shall be effected through in the book-entry system maintained by DTCordinary way following the applicable rules and operating procedures of the Clearing Systems.
(e) The Securities shall not have a sinking fund.
(f) The Securities shall be issued on June 27March 6, 2023 (the “Issue Date”).
(g) The stated Securities shall have no fixed maturity or fixed redemption date, and shall not be redeemable except as provided in Sections 2.04 and 2.05 hereof and Section 11.12 of the principal of the Securities shall be June 27, 2034 (the “Stated Maturity”)Base Indenture.
(h) The interest rate on the Securities shall be redeemable prior to their Stated Maturity determined as set forth in accordance with Section 11.09 of the Base Indenture and Sections 2.04 and 2.05 2.02(a) hereof.
(i) Section 11.09 of the Base Indenture shall apply to the Securities.
(j) The Securities shall be issued in minimum denominations of $£200,000 in principal amount and integral multiples of $£1,000 in excess thereof. The denominations cannot be changed without the consent of the Trustee.
(j) The denomination of each interest in the Global Security shall be the “Tradable Amount” of such book-entry interest. Prior to an Automatic Conversion, the aggregate Tradable Amount of the interests in each Global Security shall be equal to such Global Security’s outstanding principal amount. Following an Automatic Conversion, the principal amount of each Security shall be zero, but the Tradable Amount of the book-entry interests in each Security shall remain unchanged.
(k) The Securities For the avoidance of doubt, references to “Foreign Currency” in the Base Indenture shall constitute the Company’s direct, unsecured and subordinated obligations and shall at all times rank pari passu without any preference among themselves. In the event mean pounds sterling for purposes of a winding-up or administration of the Company, the claims of the Trustee (on behalf of the Holders of the Securities but not the rights and claims of the Trustee in its personal capacity under the Indenture) and the Holders of the Securities against the Company, in respect of such Securities (including any damages or other amounts (if payable)) shall: (i) be subordinated to the claims of all Senior Creditors; (ii) rank at least pari passu with the claims in respect of Parity Obligations and with the claims of all other subordinated creditors of the Company (if any) which in each case by law rank, or by their terms are expressed to rank, pari passu with the Securities; and (iii) rank senior to the Company’s ordinary shares, preference shares and any junior subordinated obligations (including Junior Obligations) or other securities which in each case either by law rank, or by their terms are expressed to rank, junior to the Securities.
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Creation of Series; Establishment of Form. (a) There is hereby established a new series of Dated Subordinated Debt Contingent Capital Securities under the Base Indenture entitled the “7.119£1,250,000,000 8.500% Fixed-to-Floating Fixed Rate Resetting Perpetual Subordinated Callable Notes due 2034Contingent Convertible Securities.”.
(b) The Securities shall be issued initially in the form of one or more registered Global Securities Security that shall be deposited with DTC the Common Depositary on the Issue Date. The Global Securities Security shall be registered in the name of Cede & Co. The Bank of New York Depository (Nominees) Limited, a nominee of the Common Depositary, and executed and issued delivered in substantially the form attached hereto as Exhibit A.
(c) The Company shall issue the Securities in an aggregate principal amount of $1,500,000,000£1,250,000,000. The Company may from time to time, without the consent of the Holders of the Securities, issue additional securities of such series having the same ranking and same interest rate, Stated Maturityinterest cancellation terms, redemption terms terms, Conversion Price and other terms as the Securities described in this Fifth Eleventh Supplemental Indenture, except for the price to the public and Issue Datedate of issue. Any such additional securities subsequently issued shall rank equally and ratably with the Securities in all respects, so that such further securities shall be consolidated and form a single series with the applicable series of the Securities.
(d) Any proposed transfer of an interest in Securities held in the form of a Global Security deposited with the Common Depositary shall be effected through in the book-entry system maintained by DTCordinary way following the applicable rules and operating procedures of the Clearing Systems.
(e) The Securities shall not have a sinking fund.
(f) The Securities shall be issued on June 27May 15, 2023 2024 (the “Issue Date”).
(g) The stated Securities shall have no fixed maturity or fixed redemption date, and shall not be redeemable except as provided in Sections 2.04, 2.05 and 2.06 hereof and Section 11.12 of the principal of the Securities shall be June 27, 2034 (the “Stated Maturity”)Base Indenture.
(h) The interest rate on the Securities shall be redeemable prior to their Stated Maturity determined as set forth in accordance with Section 11.09 of the Base Indenture and Sections 2.04 and 2.05 2.02(a) hereof.
(i) Section 11.09 of the Base Indenture shall apply to the Securities.
(j) The Securities shall be issued in minimum denominations of $£200,000 in principal amount and integral multiples of $£1,000 in excess thereof. The denominations cannot be changed without the consent of the Trustee.
(j) The denomination of each interest in the Global Security shall be the “Tradable Amount” of such book-entry interest. Prior to an Automatic Conversion, the aggregate Tradable Amount of the interests in each Global Security shall be equal to such Global Security’s outstanding principal amount. Following an Automatic Conversion, the principal amount of each Security shall be zero, but the Tradable Amount of the book-entry interests in each Security shall remain unchanged.
(k) The Securities For the avoidance of doubt, references to “Foreign Currency” in the Base Indenture shall constitute the Company’s direct, unsecured and subordinated obligations and shall at all times rank pari passu without any preference among themselves. In the event mean pounds sterling for purposes of a winding-up or administration of the Company, the claims of the Trustee (on behalf of the Holders of the Securities but not the rights and claims of the Trustee in its personal capacity under the Indenture) and the Holders of the Securities against the Company, in respect of such Securities (including any damages or other amounts (if payable)) shall: (i) be subordinated to the claims of all Senior Creditors; (ii) rank at least pari passu with the claims in respect of Parity Obligations and with the claims of all other subordinated creditors of the Company (if any) which in each case by law rank, or by their terms are expressed to rank, pari passu with the Securities; and (iii) rank senior to the Company’s ordinary shares, preference shares and any junior subordinated obligations (including Junior Obligations) or other securities which in each case either by law rank, or by their terms are expressed to rank, junior to the Securities.
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