Pricing Agreement
Exhibit 1.2
October 18, 2017
U.S. Bancorp Investments, Inc.
000 Xxxxx Xxxxx Xxxxxx, 00xx Xxxxx
Xxxxxxxxx, Xxxxx Xxxxxxxx 00000
Barclays Capital Inc.
000 Xxxxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Citigroup Global Markets Inc.
000 Xxxxxxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Mizuho Securities USA LLC
000 Xxxx Xxxxxx, 00xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Xxxxx Fargo Securities, LLC
000 Xxxxx Xxxxx Xxxxxx, 0xx Xxxxx
Xxxxxxxxx, Xxxxx Xxxxxxxx 00000
As Representatives of the several Underwriters
named in Schedule I hereto
Ladies and Gentlemen:
UnitedHealth Group Incorporated, a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated herein (the “Pricing Agreement”) and in the underwriting agreement, dated October 18, 2017 (the “Agreement”), between the Company, on the one hand, and U.S. Bancorp Investments, Inc., Barclays Capital Inc., Citigroup Global Markets Inc., Mizuho Securities USA LLC and Xxxxx Fargo Securities, LLC, as representatives (the “Representatives”) of the several underwriters named in Schedule I hereto (the “Underwriters”), on the other hand, to issue and sell to the Underwriters the Securities specified in Schedule II hereto (the “Designated Securities”). Each of the provisions of the Agreement is incorporated herein by reference in its entirety, and shall be deemed to be a part of this Pricing Agreement to the same extent as if such provisions had been set forth in full herein; and each of the representations and warranties set forth therein shall be deemed to have been made at and as of the date of this Pricing Agreement, except that each representation and warranty which refers to the Prospectus in Section 3 of the Agreement shall be deemed to be a representation or warranty as of the date of the Agreement in relation to the Prospectus (as therein defined), and also a representation and warranty as of the date of this
Pricing Agreement in relation to the Prospectus as amended or supplemented relating to the Designated Securities which are the subject of this Pricing Agreement. Unless otherwise defined herein, terms defined in the Agreement are used herein as therein defined. The Representatives designated to act on behalf of the Representatives and on behalf of each of the Underwriters of the Designated Securities pursuant to Section 15 of the Agreement and the addresses of the Representatives referred to in such Section 15 are set forth at the end of Schedule II hereto.
An amendment to the Registration Statement, or a supplement to the Prospectus, as the case may be, relating to the Designated Securities, in the form heretofore delivered to you is now proposed to be filed with the Commission.
At or prior to 5:07 p.m. (Eastern Time) on October 18, 2017 (the “Time of Sale”), the Company had prepared the following information (collectively, the “Time of Sale Information”): the Preliminary Prospectus dated October 18, 2017 (including the Base Prospectus dated February 21, 2017) and the “free writing prospectus” (as defined pursuant to Rule 405 under the Securities Act) listed on Schedule III hereto, including a final term sheet in the form set forth in Schedule IV hereto.
Subject to the terms and conditions set forth herein and in the Agreement incorporated herein by reference, the Company agrees to issue and sell to each of the Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from the Company, at the time and place and at the purchase price to the Underwriters set forth in Schedule II hereto, the principal amount of Designated Securities set forth opposite the name of such Underwriter in Schedule I hereto.
If the foregoing is in accordance with your understanding, please sign and return to us five counterparts hereof, and upon acceptance hereof by you, on behalf of each of the Underwriters, this letter and such acceptance hereof, including the provisions of the Agreement incorporated herein by reference, shall constitute a binding agreement between each of the Underwriters and the Company. It is understood that your acceptance of this letter on behalf of each of the Underwriters is or will be pursuant to the authority set forth in a form of Agreement among Underwriters or power of attorney, the form or forms of which shall be submitted to the Company for examination upon request.
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| Very truly yours, | ||
| UNITEDHEALTH GROUP INCORPORATED | ||
| By: | /s/ Xxxxxx X. Xxxxxxxxxx | |
| Name: Xxxxxx X. Xxxxxxxxxx | ||
| Title: Senior Vice President and Treasurer | ||
| By: | U.S. BANCORP INVESTMENTS, INC. | |
| By: | /s/ Xxxx Xxxxxxxxx | |
| Name: Xxxx Xxxxxxxxx | ||
| Title: Vice President | ||
| By: | BARCLAYS CAPITAL INC. | |
| By: | /s/ Xxxxx Xxxxx | |
| Name: Xxxxx Xxxxx | ||
| Title: Managing Director | ||
| By: | CITIGROUP GLOBAL MARKETS INC. | |
| By: | /s/ Xxxx X. Xxxxxxx | |
| Name: Xxxx X. Xxxxxxx | ||
| Title: Vice President | ||
| By: | MIZUHO SECURITIES USA LLC | |
| By: | /s/ Xxxxxxx X. Xxxxx | |
| Name: Xxxxxxx X. Xxxxx | ||
| Title: Managing Director | ||
| By: | XXXXX FARGO SECURITIES, LLC | |
| By: | /s/ Xxxxxxx Xxxxxx | |
| Name: Xxxxxxx Xxxxxx | ||
| Title: Director | ||
| As Representatives of the several Underwriters named in Schedule I hereto | ||
SCHEDULE I
| Underwriter |
Principal Amount of Floating Rate Notes |
Principal Amount of 2020 Notes |
Principal Amount of 2022 Notes |
Principal Amount of 2027 Notes |
Principal Amount of 2047 Notes |
|||||||||||||||
| U.S. Bancorp Investments, Inc. |
$ | 26,250,000 | $ | 78,750,000 | $ | 78,750,000 | $ | 83,125,000 | $ | 83,125,000 | ||||||||||
| Barclays Capital Inc. |
26,250,000 | 78,750,000 | 78,750,000 | 83,125,000 | 83,125,000 | |||||||||||||||
| Citigroup Global Markets Inc. |
26,250,000 | 78,750,000 | 78,750,000 | 83,125,000 | 83,125,000 | |||||||||||||||
| Mizuho Securities USA LLC |
26,250,000 | 78,750,000 | 78,750,000 | 83,125,000 | 83,125,000 | |||||||||||||||
| Xxxxx Fargo Securities, LLC |
26,250,000 | 78,750,000 | 78,750,000 | 83,125,000 | 83,125,000 | |||||||||||||||
| Credit Suisse Securities (USA) LLC |
26,250,000 | 78,750,000 | 78,750,000 | 83,125,000 | 83,125,000 | |||||||||||||||
| Deutsche Bank Securities Inc. |
26,250,000 | 78,750,000 | 78,750,000 | 83,125,000 | 83,125,000 | |||||||||||||||
| RBC Capital Markets, LLC |
26,250,000 | 78,750,000 | 78,750,000 | 83,125,000 | 83,125,000 | |||||||||||||||
| BNY Mellon Capital Markets, LLC |
8,760,000 | 26,280,000 | 26,280,000 | 27,740,000 | 27,740,000 | |||||||||||||||
| Xxxxxxx Xxxxx & Co. LLC |
8,760,000 | 26,280,000 | 26,280,000 | 27,740,000 | 27,740,000 | |||||||||||||||
| X.X. Xxxxxx Securities LLC |
8,760,000 | 26,280,000 | 26,280,000 | 27,740,000 | 27,740,000 | |||||||||||||||
| Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated |
8,760,000 | 26,280,000 | 26,280,000 | 27,740,000 | 27,740,000 | |||||||||||||||
| Xxxxxx Xxxxxxx & Co. LLC |
8,760,000 | 26,280,000 | 26,280,000 | 27,740,000 | 27,740,000 | |||||||||||||||
| Academy Securities, Inc. |
3,300,000 | 9,900,000 | 9,900,000 | 10,450,000 | 10,450,000 | |||||||||||||||
| BB&T Capital Markets, a division of BB&T Securities, LLC |
3,300,000 | 9,900,000 | 9,900,000 | 10,450,000 | 10,450,000 | |||||||||||||||
| BMO Capital Markets Corp. |
3,300,000 | 9,900,000 | 9,900,000 | 10,450,000 | 10,450,000 | |||||||||||||||
| Fifth Third Securities, Inc. |
3,300,000 | 9,900,000 | 9,900,000 | 10,450,000 | 10,450,000 | |||||||||||||||
| HSBC Securities (USA) Inc. |
3,300,000 | 9,900,000 | 9,900,000 | 10,450,000 | 10,450,000 | |||||||||||||||
| The Huntington Investment Company |
3,300,000 | 9,900,000 | 9,900,000 | 10,450,000 | 10,450,000 | |||||||||||||||
| KeyBanc Capital Markets Inc. |
3,300,000 | 9,900,000 | 9,900,000 | 10,450,000 | 10,450,000 | |||||||||||||||
| Loop Capital Markets LLC |
3,300,000 | 9,900,000 | 9,900,000 | 10,450,000 | 10,450,000 | |||||||||||||||
| PNC Capital Markets LLC |
3,300,000 | 9,900,000 | 9,900,000 | 10,450,000 | 10,450,000 | |||||||||||||||
| Regions Securities LLC |
3,300,000 | 9,900,000 | 9,900,000 | 10,450,000 | 10,450,000 | |||||||||||||||
| Xxxxxx X. Xxxxxxx & Company, Inc. |
3,300,000 | 9,900,000 | 9,900,000 | 10,450,000 | 10,450,000 | |||||||||||||||
| Santander Investment Securities Inc. |
3,300,000 | 9,900,000 | 9,900,000 | 10,450,000 | 10,450,000 | |||||||||||||||
| SunTrust Xxxxxxxx Xxxxxxxx, Inc. |
3,300,000 | 9,900,000 | 9,900,000 | 10,450,000 | 10,450,000 | |||||||||||||||
| TD Securities (USA) LLC |
3,300,000 | 9,900,000 | 9,900,000 | 10,450,000 | 10,450,000 | |||||||||||||||
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| Total |
$ | 300,000,000 | $ | 900,000,000 | $ | 900,000,000 | $ | 950,000,000 | $ | 950,000,000 | ||||||||||
SCHEDULE II
Title of Designated Securities:
Floating Rate Notes Due October 15, 2020 (the “Floating Rate Notes”)
1.950% Notes Due October 15, 2020 (the “2020 Notes”)
2.375% Notes Due October 15, 2022 (the “2022 Notes”)
2.950% Notes Due October 15, 2027 (the “2027 Notes”)
3.750% Notes Due October 15, 2047 (the “2047 Notes”)
Aggregate principal amount:
$300,000,000 for the Floating Rate Notes
$900,000,000 for the 2020 Notes
$900,000,000 for the 2022 Notes
$950,000,000 for the 2027 Notes
$950,000,000 for the 2047 Notes
Price to Public:
| Floating Rate Notes: |
100.000% of the principal amount of the Floating Rate Notes, plus accrued interest, if any, from October 25, 2017. | |
| 2020 Notes: |
99.834% of the principal amount of the 2020 Notes, plus accrued interest, if any, from October 25, 2017. | |
| 2022 Notes: |
99.675% of the principal amount of the 2022 Notes, plus accrued interest, if any, from October 25, 2017. | |
| 2027 Notes: |
99.163% of the principal amount of the 2027 Notes, plus accrued interest, if any, from October 25, 2017. | |
| 2047 Notes: |
99.076% of the principal amount of the 2047 Notes, plus accrued interest, if any, from October 25, 2017. | |
Purchase Price by Underwriters:
| Floating Rate Notes: |
99.750% of the principal amount of the Floating Rate Notes, plus accrued interest, if any, from October 25, 2017, if settlement occurs after that date. | |
| 2020 Notes: |
99.584% of the principal amount of the 2020 Notes, plus accrued interest, if any, from October 25, 2017, if settlement occurs after that date. | |
| 2022 Notes: |
99.325% of the principal amount of the 2022 Notes, plus accrued interest, if any, from October 25, 2017, if settlement occurs after that date. | |
| 2027 Notes: |
98.713% of the principal amount of the 2027 Notes, plus accrued interest, if any, from October 25, 2017, if settlement occurs after that date. | |
| 2047 Notes: |
98.326% of the principal amount of the 2047 Notes, plus accrued interest, if any, from October 25, 2017, if settlement occurs after that date. | |
Form of Designated Securities:
Book-entry only form represented by one or more global securities deposited with The Depository Trust Company (“DTC”) or its designated custodian, to be made available for checking by the Representatives at least twenty-four hours prior to the Time of Delivery at the office of DTC.
Specified funds for payment of purchase price:
Federal (same-day) funds.
Time of Delivery:
9:00 a.m. (New York City time), October 25, 2017.
Indenture:
Indenture, dated as of February 4, 2008, between the Company and U.S. Bank National Association, as Trustee.
Maturity:
| Floating Rate Notes: |
October 15, 2020. | |
| 2020 Notes: |
October 15, 2020. | |
| 2022 Notes: |
October 15, 2022. | |
| 2027 Notes: |
October 15, 2027. | |
| 2047 Notes: |
October 15, 2047. | |
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Interest Rate:
| Floating Rate Notes: |
LIBOR plus 7 basis points. | |
| 2020 Notes: |
1.950%. | |
| 2022 Notes: |
2.375%. | |
| 2027 Notes: |
2.950%. | |
| 2047 Notes: |
3.750%. | |
Interest Payment Dates:
| Floating Rate Notes: |
January 15, April 15, July 15 and October 15, commencing January 15, 2018. | |
| 2020 Notes: |
April 15 and October 15, commencing April 15, 2018. | |
| 2022 Notes: |
April 15 and October 15, commencing April 15, 2018. | |
| 2027 Notes: |
April 15 and October 15, commencing April 15, 2018. | |
| 2047 Notes: |
April 15 and October 15, commencing April 15, 2018. | |
Optional Redemption:
The 2020 Notes, the 2022 Notes, the 2027 Notes and the 2047 Notes are redeemable by the Company, in whole or in part and at any time on not less than 30 nor more than 60 days’ notice by mail, at the applicable redemption prices described in the Prospectus under the heading “Description of the Notes—Optional Redemption.”
Change of Control:
Upon the occurrence of a Change of Control Triggering Event (as defined in the Prospectus), the Company will be required to make an offer to repurchase the Notes at a price equal to 101% of the principal amount of the Notes, plus accrued and unpaid interest to, but not including, the date of repurchase.
Sinking Fund Provisions:
No sinking fund provisions.
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Defeasance Provisions:
Defeasance provisions set forth in Article IX of the Indenture shall apply to the Designated Securities.
Closing Date, Time and Location:
October 25, 2017, at 9:00 a.m. (New York City time) at the offices of Xxxxxxx Xxxxxxx & Xxxxxxxx LLP, 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000.
Names and Addresses of Representatives:
As to the Floating Rate Notes, the 2020 Notes, the 2022 Notes, the 2027 Notes and the 2047 Notes (and designated to act on behalf of the other Underwriters or other Representatives):
U.S. Bancorp Investments, Inc.
000 Xxxxx Xxxxx Xxxxxx, 00xx Xxxxx
Xxxxxxxxx, Xxxxx Xxxxxxxx 00000
Attention: Debt Capital Markets
Facsimile: (000) 000-0000
Barclays Capital Inc.
000 Xxxxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Syndicate Registration
Citigroup Global Markets Inc.
000 Xxxxxxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: General Counsel
Fax No.: (000) 000-0000
Mizuho Securities USA LLC
000 Xxxx Xxxxxx, 00xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Debt Capital Markets Desk
Facsimile: (000) 000-0000
Email: xxxxxxxxxxxx@xx.xxxxxx-xx.xxx
Xxxxx Fargo Securities, LLC
000 Xxxxx Xxxxx Xxxxxx, 0xx Xxxxx
Xxxxxxxxx, Xxxxx Xxxxxxxx 00000
Attention: Transaction Management
Facsimile: (000) 000-0000
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SCHEDULE III
List of each Issuer Free Writing Prospectus to be included in the Time of Sale Information:
| • | Final term sheet, dated October 18, 2017, relating to the Floating Rate Notes, the 2020 Notes, the 2022 Notes, the 2027 Notes and the 2047 Notes, as filed pursuant to Rule 433 under the Securities Act. |
SCHEDULE IV
Issuer Free Writing Prospectus
Filed Pursuant to Rule 433
Registration Statement No. 333-216150
October 18, 2017
UNITEDHEALTH GROUP INCORPORATED
FINAL TERM SHEET
Dated October 18, 2017
$300,000,000 FLOATING RATE NOTES DUE OCTOBER 15, 2020
| Issuer: |
UnitedHealth Group Incorporated | |
| Ratings (Xxxxx’x / S&P / Fitch)*: | [Intentionally Omitted] | |
| Note Type: | SEC Registered (No. 333-216150) | |
| Trade Date: | October 18, 2017 | |
| Settlement Date (T+5): | October 25, 2017 | |
| Maturity Date: | October 15, 2020 | |
| Principal Amount Offered: | $300,000,000 | |
| Price to Public (Issue Price): | 100.000% | |
| Net Proceeds (Before Expenses) to Issuer: | $299,250,000 (99.750%) | |
| Base Rate Spread: | LIBOR plus 7 basis points | |
| Interest Payment Dates and Interest Reset Dates: | January 15, April 15, July 15 and October 15, commencing January 15, 2018 (short first coupon) | |
| Regular Record Dates: | 15th calendar day (whether or not a business day) preceding the applicable Interest Payment Date | |
| Optional Redemption Provisions: | None. | |
| Change of Control: |
If a Change of Control Triggering Event occurs, the Company will be required to make an offer to repurchase the Notes at a price equal to 101% of the principal amount of the Notes, plus accrued and unpaid interest to, but not including, the date of repurchase. | |
| CUSIP / ISIN: |
91324P DB5 / US91324PDB58 | |
| Joint Book-Running Managers: |
U.S. Bancorp Investments, Inc. Barclays Capital Inc. Citigroup Global Markets Inc. Credit Suisse Securities (USA) LLC Deutsche Bank Securities Inc. Mizuho Securities USA LLC RBC Capital Markets, LLC Xxxxx Fargo Securities, LLC | |
| Senior Co-Managers: |
BNY Mellon Capital Markets, LLC Xxxxxxx Xxxxx & Co. LLC X.X. Xxxxxx Securities LLC Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated Xxxxxx Xxxxxxx & Co. LLC | |
| Co-Managers: |
Academy Securities, Inc. BB&T Capital Markets, a division of BB&T Securities, LLC BMO Capital Markets Corp. Fifth Third Securities, Inc. HSBC Securities (USA) Inc. The Huntington Investment Company KeyBanc Capital Markets Inc. Loop Capital Markets LLC PNC Capital Markets LLC Regions Securities LLC Xxxxxx X. Xxxxxxx & Company, Inc. Santander Investment Securities Inc. SunTrust Xxxxxxxx Xxxxxxxx, Inc. TD Securities (USA) LLC | |
| * | Note: A securities rating is not a recommendation to buy, sell or hold securities and may be subject to revision, suspension or withdrawal at any time. |
FIXED RATE NOTES
$900,000,000 1.950% NOTES DUE OCTOBER 15, 2020
$900,000,000 2.375% NOTES DUE OCTOBER 15, 2022
$950,000,000 2.950% NOTES DUE OCTOBER 15, 2027
$950,000,000 3.750% NOTES DUE OCTOBER 15, 2047
| Issuer: |
UnitedHealth Group Incorporated | |
| Ratings (Xxxxx’x / S&P / Fitch)*: |
[Intentionally Omitted] | |
| Note Type: |
SEC Registered (No. 333-216150) | |
| Trade Date: |
October 18, 2017 | |
| Settlement Date (T+5): |
October 25, 2017 | |
| Maturity Date: |
October 15, 2020 (the “2020 Notes”) October 15, 2022 (the “2022 Notes”) October 15, 2027 (the “2027 Notes”) October 15, 2047 (the “2047 Notes”) | |
| Principal Amount Offered: |
$900,000,000 (2020 Notes) $900,000,000 (2022 Notes) $950,000,000 (2027 Notes) $950,000,000 (2047 Notes) | |
| Price to Public (Issue Price): |
99.834% (2020 Notes) 99.675% (2022 Notes) 99.163% (2027 Notes) 99.076% (2047 Notes) | |
| Net Proceeds (Before Expenses) to Issuer: |
$896,256,000 (99.584%) (2020 Notes) $893,925,000 (99.325%) (2022 Notes) $937,773,500 (98.713%) (2027 Notes) $934,097,000 (98.326%) (2047 Notes) | |
| Interest Rate: |
1.950% (2020 Notes) 2.375% (2022 Notes) 2.950% (2027 Notes) 3.750% (2047 Notes) | |
| Interest Payment Dates: | April 15 and October 15, commencing April 15, 2018 (short first coupon) (2020 Notes)
April 15 and October 15, commencing April 15, 2018 (short first coupon) (2022 Notes)
April 15 and October 15, commencing April 15, 2018 (short first coupon) (2027 Notes)
April 15 and October 15, commencing April 15, 2018 (short first coupon) (2047 Notes) | |
| Regular Record Dates: | April 1 and October 1 (2020 Notes) April 1 and October 1 (2022 Notes) April 1 and October 1 (2027 Notes) April 1 and October 1 (2047 Notes) | |
| Benchmark: | T 1.625% due October 15, 2020 (2020 Notes) T 1.875% due September 30, 2022 (2022 Notes) T 2.250% due August 15, 2027 (2027 Notes) T 3.000% due May 15, 2047 (2047 Notes) | |
| Benchmark Price / Yield: | 99-24 1⁄4 / 1.708% (2020 Notes) 99-14 / 1.995% (2022 Notes) 99-04+ / 2.348% (2027 Notes) 102-30 / 2.852% (2047 Notes) | |
| Spread to Benchmark: | +30 basis points (2020 Notes) +45 basis points (2022 Notes) +70 basis points (2027 Notes) +95 basis points (2047 Notes) | |
| Re-offer Yield: | 2.008% (2020 Notes) 2.445% (2022 Notes) 3.048% (2027 Notes) 3.802% (2047 Notes) | |
| Optional Redemption Provisions: | Make-whole call at any time at a discount rate of U.S. Treasury plus 5 basis points (2020 Notes).
Make-whole call at any time at a discount rate of U.S. Treasury plus 10 basis points (2022 Notes).
Make-whole call at any time at a discount rate of U.S. Treasury plus 10 basis points (2027 Notes).
Prior to April 15, 2047 (six months prior to their maturity date), make-whole call at any time at a discount rate of U.S. Treasury plus 15 basis points; par call on or after April 15, 2047 (2047 Notes). | |
| Change of Control: | If a Change of Control Triggering Event occurs, the Company will be required to make an offer to repurchase the Notes at a price equal to 101% of the principal amount of the Notes, plus accrued and unpaid interest to, but not including, the date of repurchase. | |
| CUSIP / ISIN: | 91324P DC3 / US91324PDC32 (2020 Notes) 91324P DD1 / US91324PDD15 (2022 Notes) 91324P DE9 / US91324PDE97 (2027 Notes) 91324P DF6 / US91324PDF62 (2047 Notes) | |
| Joint Book-Running Managers: | U.S. Bancorp Investments, Inc. Barclays Capital Inc. Citigroup Global Markets Inc. Credit Suisse Securities (USA) LLC Deutsche Bank Securities Inc. Mizuho Securities USA LLC RBC Capital Markets, LLC Xxxxx Fargo Securities, LLC | |
| Senior Co-Managers: | BNY Mellon Capital Markets, LLC Xxxxxxx Xxxxx & Co. LLC X.X. Xxxxxx Securities LLC Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated Xxxxxx Xxxxxxx & Co. LLC | |
| Co-Managers: | Academy Securities, Inc. BB&T Capital Markets, a division of BB&T Securities, LLC BMO Capital Markets Corp. Fifth Third Securities, Inc. HSBC Securities (USA) Inc. The Huntington Investment Company KeyBanc Capital Markets Inc. Loop Capital Markets LLC PNC Capital Markets LLC Regions Securities LLC Xxxxxx X. Xxxxxxx & Company, Inc. Santander Investment Securities Inc. SunTrust Xxxxxxxx Xxxxxxxx, Inc. TD Securities (USA) LLC | |
| * | Note: A securities rating is not a recommendation to buy, sell or hold securities and may be subject to revision, suspension or withdrawal at any time. |
* * *
The issuer has filed a registration statement (including a prospectus) with the Securities and Exchange Commission (the “SEC”) for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement and other documents the issuer has filed with the SEC for more complete information about the issuer and this offering. You may get these documents for free by visiting XXXXX on the SEC website at xxx.xxx.xxx. Alternatively, the issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus if you request it by calling U.S. Bancorp Investments, Inc. toll-free at (000) 000-0000, Barclays Capital Inc. toll-free at (000) 000-0000, Citigroup Global Markets Inc. toll-free at (000) 000-0000, Mizuho Securities USA LLC toll-free at (000) 000-0000 and Xxxxx Fargo Securities, LLC toll-free at (000) 000-0000.
Any disclaimer or other notice that may appear below is not applicable to this communication and should be disregarded. Such disclaimer or notice was automatically generated as a result of this communication being sent by Bloomberg or another email system.
