Filed Pursuant to Rule 424(b)(2)
Registration No. 333-266553
PROSPECTUS SUPPLEMENT (to Prospectus Dated August 5, 2022)
$1,000,000,000
$350,000,000 4.875% Notes due 2029
$650,000,000 5.000% Notes due 2033
We are offering $350,000,000
aggregate principal amount of 4.875% notes due 2029 (the New 2029 Notes) and $650,000,000 aggregate principal amount of 5.000% notes due 2033 (the 2033 Notes and, together with the New 2029 Notes, the Notes).
The New 2029 Notes offered hereby will be issued as additional notes under the indenture governing the Notes pursuant to which we previously issued $400,000,000
in aggregate principal amount of our 4.875% notes due 2029 on March 28, 2023 (the Existing 2029 Notes and, together with the New 2029 Notes, the 2029 Notes). Accordingly, the New 2029 Notes offered hereby will (i) have the
same terms (except the issue date and the offering price) and be treated as a single series of notes with the Existing 2029 Notes under the indenture governing the Notes, (ii) have the same CUSIP number as the Existing 2029 Notes and (iii) be
fungible with the Existing 2029 Notes for U.S. federal income tax purposes. Upon the issuance of the New 2029 Notes offered hereby, the outstanding aggregate principal amount of the 2029 Notes will be $750,000,000. Interest on the 2029 Notes is
payable semi-annually in arrears on April 1 and October 1 of each year, with the first interest payment on the New 2029 Notes to be made on April 1, 2024. Interest on the New 2029 Notes will accrue from October 1, 2023, the date of the last interest
payment on the Existing 2029 Notes. Purchasers of the New 2029 Notes must pay for interest accrued from, and including, October 1, 2023 to, but excluding, the date of issuance of the New 2029 Notes. The 2029 Notes will mature on April 1, 2029.
Interest on the 2033 Notes is payable semi-annually in arrears on June 15 and December 15 of each year, beginning on June 15, 2024. The 2033 Notes will
mature on December 15, 2033. We may redeem some or all of the Notes, at any time and from time to time, at our option at a redemption price calculated as described in this prospectus supplement. See Description of Notes Optional
Redemption in this prospectus supplement. If a change of control triggering event occurs, we will be required to offer to purchase the relevant series of Notes from the holders at a purchase price equal to 101% of the principal amount thereof
plus accrued and unpaid interest to, but excluding, the purchase date. See Description of Notes Change of Control Triggering Event in this prospectus supplement.
The Notes will be our unsecured and unsubordinated obligations and will rank equally with all of our other unsecured and unsubordinated indebtedness from time
to time outstanding. The Notes will be issued only in registered form in minimum denominations of $2,000 and integral multiples of $1,000 in excess thereof.
The 2033 Notes are a new issue of securities with no established trading market. The Existing 2029 Notes are not listed on any securities exchange and we do not
intend to list the Notes on any securities exchange.
Investing in the Notes involves risks. You should read carefully the entire accompanying prospectus
and this prospectus supplement and the documents incorporated by reference herein and therein, including the section entitled Risk Factors beginning on page S-5 of
this prospectus supplement.
Neither the United States Securities and Exchange Commission nor any other regulatory body has approved or disapproved
of these Notes or passed upon the accuracy or adequacy of this prospectus supplement or the accompanying prospectus. Any representation to the contrary is a criminal offense.
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Per New 2029 Note |
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Per 2033 Note |
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Total |
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Price to public(1) |
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100.067 |
% |
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99.432 |
% |
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$ |
996,542,500 |
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Underwriting discount |
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0.600 |
% |
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0.650 |
% |
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$ |
6,325,000 |
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Proceeds, before expenses, to us |
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|
99.467 |
% |
|
|
98.782 |
% |
|
$ |
990,217,500 |
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(1) |
With respect to the New 2029 Notes, excludes accrued interest that must be paid by the purchasers of the New
2029 Notes from, and including, October 1, 2023 to, but excluding, the date of issuance of the New 2029 Notes. The total amount of accrued interest on the New 2029 Notes on December 12, 2023 will be $3,365,104.17. With respect to the 2033 Notes,
plus accrued interest from December 12, 2023, if settlement occurs after that date. |
We expect the Notes to be delivered in book-entry
form only through the facilities of The Depository Trust Company for the accounts of its participants, including Clearstream Banking S.A. and Euroclear Bank SA/NV, against payment in New York, New York on or about December 12, 2023.
New 2029 Notes
Joint
Book-Running Managers
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BofA Securities |
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J.P. Morgan |
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Wells Fargo Securities |
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PNC Capital Markets LLC |
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RBC Capital Markets |
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IMI Intesa Sanpaolo |
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Mizuho |
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Scotiabank |
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SMBC Nikko |
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Truist Securities |
Co-Managers
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Barclays |
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BNP PARIBAS |
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MUFG US Bancorp |
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Academy Securities |
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Penserra Securities LLC |
2033 Notes
Joint Book-Running Managers
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BofA Securities |
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J.P. Morgan |
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Wells Fargo Securities |
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Barclays |
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BNP PARIBAS |
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Mizuho |
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MUFG US Bancorp |
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Scotiabank |
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SMBC Nikko |
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Truist Securities |
Co-Managers
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IMI Intesa Sanpaolo |
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PNC Capital Markets LLC |
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RBC Capital Markets |
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Loop Capital Markets |
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Ramirez & Co., Inc. |
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Siebert Williams Shank |
The date of this prospectus supplement is December 7, 2023