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SEC Filings

424B2
 filed this Form 424B2 on 12/06/2017
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The 2028 notes are redeemable at our election, in whole or in part, at any time and from time to time. If we redeem the 2028 notes prior to October 15, 2027 (three months prior to their maturity date), we will pay a redemption price equal to the greater of:

 

  (1)   100% of the principal amount of the 2028 notes to be redeemed then outstanding; and

 

  (2)   as determined by an Independent Investment Banker, the sum of the present values of the remaining scheduled payments of principal and interest on the 2028 notes to be redeemed that would be due if such notes matured on the First Par Call Date (not including any portion of such payments of interest accrued to the date of redemption) discounted to the redemption date on a semiannual basis (assuming a 360-day year consisting of twelve 30-day months) at the Adjusted Treasury Rate for the 2028 notes, plus 20 basis points;

 

plus, in either of the above cases, accrued and unpaid interest to the date of redemption on the 2028 notes to be redeemed.

 

If we redeem the 2028 notes on or after October 15, 2027 (three months prior to their maturity date), we will pay a redemption price equal to 100% of the principal amount of the notes to be redeemed plus accrued interest to the redemption date.

 

If the optional redemption date is on or after an interest record date and on or before the related interest payment date, the accrued and unpaid interest, if any, will be paid to the person in whose name the note is registered at the close of business on such record date.

 

We will mail or cause to be mailed a notice of redemption at least 30 days but not more than 60 days before the redemption date to each holder of the notes to be redeemed at their registered address, except that redemption notices may be mailed more than 60 days prior to a redemption date if the notice is issued in connection with a defeasance of the notes or a satisfaction and discharge of the indenture. Notices of redemption may not be conditional.

 

Unless we default in payment of the redemption price, on and after the redemption date, interest will cease to accrue on the notes or portions thereof called for redemption. Notes called for redemption become due on the date fixed for redemption.

 

If less than all of the notes are to be redeemed, the trustee will select notes for redemption as follows:

 

  (1)   if the notes are listed on any national securities exchange, in compliance with the requirements of the principal national securities exchange on which the notes are listed; or

 

  (2)   if the notes are not so listed, on a pro rata basis (subject to the procedures of DTC) or, to the extent a pro rata basis is not permitted, by lot or in such other manner as the trustee shall deem to be fair and appropriate.

 

However, no note of $2,000 in principal amount or less shall be redeemed in part. If any note is to be redeemed in part only, the notice of redemption relating to such note will state the portion of the principal amount to be redeemed. A new note in principal amount equal to the unredeemed portion will be issued in the name of the holder thereof upon cancellation of the original note.

 

Repurchase of Notes Upon a Change of Control Triggering Event

 

If a Change of Control Triggering Event occurs with respect to the notes, each holder of notes will have the right to require us to repurchase all or any part, equal to $2,000 or an integral multiple of $1,000 thereafter, of that holder’s notes, provided that any unpurchased portion of the notes will equal $2,000 or an integral multiple

 

S-17

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