Terms Applicable to the Notes. Change of Control Upon certain change of control events, each Holder may require the Issuer to repurchase at 101%, plus accrued and unpaid interest, if any. Trade Date June 21, 2021 Annex A Use of Proceeds We estimate that our net proceeds from this offering, after deducting underwriting discounts and estimated offering expenses, will be approximately $2,314,663,000. We intend to use a combination of cash and the net proceeds from this offering and from the Credit Agreement Transactions to repay all or a portion of our outstanding $1.455 billion senior secured term loan B-12 facility and $1.131 billion senior secured term loan B-13 facility, and for general corporate purposes. Denominations $2,000 and integral multiples of $1,000 Form of Offering SEC Registered (Registration No. 333-226709) Joint Book-Running Managers BofA Securities, Inc. Xxxxx Fargo Securities, LLC Citigroup Global Markets Inc. Xxxxxxx Sachs & Co. LLC Xxxxxx Xxxxxxx & Co. LLC RBC Capital Markets, LLC SMBC Nikko Securities America, Inc. Truist Securities, Inc. Barclays Capital Inc. Capital One Securities, Inc. X.X. Xxxxxx Securities LLC Mizuho Securities USA LLC Co-Managers Credit Agricole Securities (USA) Inc. Fifth Third Securities, Inc. Scotia Capital (USA) Inc. BNP Paribas Securities Corp. Deutsche Bank Securities Inc. MUFG Securities Americas Inc. Regions Securities LLC PNC Capital Markets LLC Settlement Date June 30, 2021 (T+7) We expect that delivery of the notes will be made to investors on or about June 30, 2021, which will be the seventh business day following the date of this pricing term sheet (such settlement being referred to as “T+7”). Under Rule 15c6-1 under the Exchange Act, trades in the secondary market are required to settle in two business days, unless the parties to any such trade expressly agree otherwise. Accordingly, purchasers who wish to trade notes prior to the delivery of the notes hereunder will be required, by virtue of the fact that the notes initially settle in T+7, to specify an alternate settlement arrangement at the time of any such trade to prevent a failed settlement. Purchasers of the notes who wish to trade the notes prior to their date of delivery hereunder should consult their advisors. The issuer has filed a registration statement (including a prospectus and a related preliminary prospectus supplement) with the United States Securities and Exchange Commission (“SEC”) for the offering to which this communication relates. Before you invest, you sho...

Terms Applicable to the Notes. Issuers: 1011778 B.C. Unlimited Liability Company and New Red Finance, Inc. Security description: 4.250% First Lien Senior Secured Notes due 2024 Distribution: 144A/Regulation S without registration rights Aggregate principal amount offered: $1,500,000,000, which represents an increase of $500,000,000 from the offering size in the Preliminary Offering Memorandum. Gross proceeds: $1,500,000,000 Maturity: May 15, 2024 Coupon: 4.250% Issue price: 100.000% Yield to maturity: 4.251% Spread to Benchmark Treasury: +213 bps Benchmark Treasury: UST 2.00% due April 30, 2024 Interest payment dates: January 15 and July 15, commencing July 15, 2017 Equity clawback: Up to 40% at 104.250% prior to May 15, 2020 Optional redemption: Make-whole call @ T+50 prior to May 15, 2020 then on or after May 15 of the years set forth below: On or after: Price: 2020 102.125% 2021 101.063% 2022 and thereafter 100.000% Change of control: Putable at 101% of principal plus accrued and unpaid interest Trade date: May 3, 2017 Settlement: We expect that the notes will be delivered to investors in book-entry form through The Depository Trust Company on or about May 17, 2017, which will be ten (10) business days following the date of pricing of the notes (this settlement cycle is being referred to as “T + 10”). Under Rule 15c6-1 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), trades in the secondary market are required to settle in three business days, unless the parties to any such trade expressly agree otherwise. Accordingly, purchasers who wish to trade the notes on the date hereof or on the next six succeeding business days will be required to specify an alternative settlement cycle at the time of any such trade to prevent a failed settlement. Purchasers of the notes who wish to make such trades should consult their own advisors. CUSIP: 144A: 68245X AC3 Reg S: C6900P AC3 ISIN: 144A: US68245XAC39 Reg S: USC6900PAC35 Denominations/Multiple: 2,000 x 1,000 Ratings*: Ba3 / B+ Joint Booking-Running Managers: X.X. Xxxxxx Securities LLC Xxxxx Fargo Securities, LLC Xxxxxx Xxxxxxx & Co. LLC RBC Capital Markets, LLC Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated Co-Managers: Rabo Securities USA, Inc. HSBC Securities (USA) Inc. Fifth Third Securities, Inc. __________________ This material is confidential and is for your information only and is not intended to be used by anyone other than you. This information does not purport to be a complete description of these notes or ...

Terms Applicable to the Notes. Issuer HCA Holdings, Inc. Aggregate Principal Amount $1,000,000,000 Title of Security 6.25% Senior Notes due 2021 Maturity February 15, 2021 Spread to Treasury 462 basis points Benchmark Treasury UST 1.625% due November 15, 2022 Coupon 6.25% Public Offering Price 100% plus accrued interest, if any, from December 6, 2012 Yield to Maturity 6.25% Interest Payment Dates February 15 and August 15 of each year, beginning on August 15, 2013 Record Dates February 1 and August 1 of each year Gross Proceeds $1,000,000,000 Underwriting Discount 1.125% Net Proceeds to Issuer before Expenses $988,750,000 Annex A-1-1 Optional Redemption (Make Whole Call) The notes will be redeemable, at our option, at any time in whole or from time to time in part, at a redemption, or “make-whole,” price equal to the greater of: (i) 100% of the aggregate principal amount of the notes to be redeemed, and (ii) an amount equal to sum of the present value of the remaining scheduled payments of principal of and interest on the notes to be redeemed (excluding accrued and unpaid interest to the redemption date and subject to the right of Holders on the relevant record date to receive interest due on the relevant interest payment date) discounted from their scheduled date of payment to the redemption date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) using a discount rate equal to the Treasury Rate plus 50 basis points plus, in each of the above cases, accrued and unpaid interest, if any, to such redemption date.

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Additional Terms applicable to the Transaction Adjustments applicable to the Transaction: Potential Adjustment Events: Notwithstanding Section 11.2(e) of the Equity Definitions, a “Potential Adjustment Event” means an occurrence of any event or condition, as set forth in any Dilution Adjustment Provision, that would result in an adjustment under the Indenture to the “Conversion Rate” or the composition of a “unit of Reference Property” or to any “Last Reported Sale Price,” “Daily VWAP,” “Daily Conversion Value” or “Daily Settlement Amount” (each as defined in the Indenture). For the avoidance of doubt, Dealer shall not have any delivery or payment obligation hereunder, and no adjustment shall be made to the terms of the Transaction, on account of (x) any distribution of cash, property or securities by Counterparty to holders of the Convertible Notes (upon conversion or otherwise) or (y) any other transaction in which holders of the Convertible Notes are entitled to participate, in each case, in lieu of an adjustment under the Indenture of the type referred to in the immediately preceding sentence (including, without limitation, pursuant to the fourth sentence of Section 14.04(c) of the Indenture or the fourth sentence of Section 14.04(d) of the Indenture). Method of Adjustment: Calculation Agent Adjustment, which means that, notwithstanding Section 11.2(c) of the Equity Definitions, upon any Potential Adjustment Event, the Calculation Agent, acting in good faith and in a commercially reasonable manner, shall make a corresponding adjustment to any one or more of the Strike Price, Number of Options, Option Entitlement and any other variable relevant to the exercise, settlement or payment for the Transaction. Notwithstanding the foregoing and “Consequences of Merger Events / Tender Offers” below:
Copies of any Amendments and Supplements to the Prospectus The Company agrees to furnish the Representative, without charge, during the Prospectus Delivery Period, as many copies of each of the preliminary prospectus, the Prospectus and the Disclosure Package and any amendments and supplements thereto (including any documents incorporated or deemed incorporated by reference therein) as the Representative may reasonably request.
Copies of any Amendments and Supplements to a Prospectus The Company will furnish the Placement Agent, without charge, during the period beginning on the date hereof and ending on the later of the last Closing Date of the Offering, as many copies of any Prospectus or prospectus supplement and any amendments and supplements thereto, as the Placement Agent may reasonably request.
General Provisions Applicable to Loans and Letters of Credit 4.1. Interest Rates and Payment Dates
Compliance with Securities Regulations and Commission Requests; Payment of Filing Fees The Operating Partnership, subject to Section 3(e), will comply with the requirements of Rule 430B and will notify the Representatives immediately, and confirm the notice in writing, (i) when any post-effective amendment to the Registration Statement or new registration statement relating to the Notes shall become effective, or any supplement to the Prospectus or any amended Prospectus shall have been filed, (ii) of the receipt of any comments from the Commission, (iii) of any request by the Commission for any amendment to the Registration Statement or the filing of a new registration statement or any amendment or supplement to the Prospectus or any document incorporated by reference therein or otherwise deemed to be a part thereof or for additional information, (iv) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or such new registration statement or of any order preventing or suspending the use of any preliminary prospectus, or of the suspension of the qualification of the Notes for offering or sale in any jurisdiction, or of the initiation or threatening of any proceedings for any of such purposes or of any examination pursuant to Section 8(e) of the 1933 Act concerning the Registration Statement and (v) if the Operating Partnership becomes the subject of a proceeding under Section 8A of the 1933 Act in connection with the offering of the Notes. The Operating Partnership will effect the filings required under Rule 424(b), in the manner and within the time period required by Rule 424(b) (without reliance on Rule 424(b)(8)), and will take such steps as it deems necessary to ascertain promptly whether the form of prospectus transmitted for filing under Rule 424(b) was received for filing by the Commission and, in the event that it was not, it will promptly file such prospectus. The Operating Partnership will make every reasonable effort to prevent the issuance of any stop order and, if any stop order is issued, to obtain the lifting thereof at the earliest possible moment. The Operating Partnership shall pay the required Commission filing fees relating to the Notes within the time required by Rule 456(b)(1) (i) of the 1933 Act Regulations without regard to the proviso therein and otherwise in accordance with Rules 456(b) and 457(r) of the 1933 Act Regulations (including, if applicable, by updating the “Calculation of Registration Fee” table in accordance with Rule 456(b)(1)(ii) either in a post-effective amendment to the Registration Statement or on the cover page of a prospectus filed pursuant to Rule 424(b)).
Copies of policies; letters of undertaking Each Borrower shall ensure that all approved brokers provide the Security Trustee with pro forma copies of all policies relating to the obligatory insurances which they are to effect or renew and of a letter or letters of undertaking in a form required by the Security Trustee and including undertakings by the approved brokers that:
Compliance with Transaction Documents The Company shall comply with, observe and timely perform each and every one of the covenants, agreements and obligations under the Transaction Documents.
Conditions Applicable to All Sale and Purchase Transactions (a) Any transaction effected under this Article XII or in connection with the acquisition, disposition or substitution of any Asset shall be conducted on an arm’s length basis and, if effected with an Affiliate of the Collateral Manager (or with an account or portfolio for which the Collateral Manager or any of its Affiliates serves as investment adviser), shall be effected in accordance with the requirements of Section 5 of the Collateral Management Agreement on terms no less favorable to the Issuer than would be the case if such Person were not an Affiliate of the Collateral Manager; provided that the Trustee shall have no responsibility to oversee compliance with this clause (a) by the other parties. Any sale of a Collateral Obligation or an Equity Security (other than a Substitute Collateral Obligation) to the Collateral Manager, an Affiliate of the Collateral Manager or an Affiliate of the Issuer shall be at a purchase price at least equal to the current Fair Market Value of such Collateral Obligation or Equity Security and certified by the Collateral Manager to the Trustee.
General Provisions Applicable to Loans 49 5.1 Fees............................................................. 49 5.2 Interest Rates and Payment Dates................................. 50 5.3
Filing of Amendments and Exchange Act Documents; Preparation of Final Term Sheet The Company will give the Representatives notice of its intention to file or prepare any amendment to the Registration Statement or new registration statement relating to the Securities or any amendment, supplement or revision to either any preliminary prospectus (including any prospectus included in the Original Registration Statement or amendment thereto at the time it became effective) or to the Prospectus, whether pursuant to the 1933 Act, the 1934 Act or otherwise, and the Company will furnish the Representatives with copies of any such documents a reasonable amount of time prior to such proposed filing or use, as the case may be, and will not file or use any such document to which the Representatives or counsel for the Underwriters shall object. The Company has given the Representatives notice of any filings made pursuant to the 1934 Act or 1934 Act Regulations within 48 hours prior to the Applicable Time; the Company will give the Representatives notice of its intention to make any such filing from the Applicable Time to the Closing Time and will furnish the Representatives with copies of any such documents a reasonable amount of time prior to such proposed filing and will not file or use any such document to which the Representatives or counsel for the Underwriters shall object. The Company will prepare a final term sheet (the “Final Term Sheet”) reflecting the final terms of the Securities, in form and substance satisfactory to the Representatives, and shall file such Final Term Sheet as an “issuer free writing prospectus” pursuant to Rule 433 prior to the close of two business days after the date hereof; provided that the Company shall furnish the Representatives with copies of any such Final Term Sheet a reasonable amount of time prior to such proposed filing and will not use or file any such document to which the Representatives or counsel to the Underwriters shall object.

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