SUPPLEMENTAL DESCRIPTION OF THE NOTES
General
The terms and conditions
of the notes will consist of the applicable terms and conditions set forth in the Description of Notes section in the Prospectus Supplement dated March 11, 2020, as such terms and conditions are supplemented, amended and/or
superseded by the terms and conditions of the notes set forth in this section Supplemental Description of the Notes, together with the terms and conditions of the notes set forth above under Key Terms of the
Notes. To the extent of inconsistencies or conflicts between the terms and conditions of the notes set forth in this pricing supplement and the terms and conditions set forth in the Description of Notes section in the
prospectus supplement that otherwise would be applicable to the notes, such terms and conditions set forth in this pricing supplement shall govern and control.
Interest Rates; Floating Rate Benchmark
The notes will bear interest at a floating rate per annum, reset quarterly, equal to compounded SOFR (as described below) as determined on the
applicable interest determination date (as defined below), plus a spread of % (the spread and such rate, the floating interest
rate). Interest will be payable quarterly in arrears on January , April , July , and October of each year, commencing on April ,
2022 and ending on the maturity date (each, an interest payment date), on the basis of the actual number of days in each interest period and a 360-day year.
As used in this pricing supplement, interest period means each quarterly period from, and including, an interest payment date (or,
in the case of the first interest period, the settlement date) to, but excluding, the following interest payment date (or in the case of the final interest period, the maturity date or, if the notes are redeemed earlier, the redemption date).
Calculation of Compounded SOFR
For the purpose of calculating the interest rate on the notes, compounded SOFR means, with respect to any interest period, the
rate of return of a daily compound interest investment over the observation period corresponding to that interest period, calculated in accordance with the following formula and the terms and provisions described under Description of
NotesFloating Rate NotesBase RatesSOFR and Description of NotesFloating Rate NotesBase RatesSOFREffect of Benchmark Transition Event in the accompanying prospectus supplement:
where:
d0, for any observation period, means the number of U.S.
government securities business days in the relevant observation period;
i means a series of whole numbers from one to
d0, each representing the relevant U.S. government securities business day in chronological order from, and including, the first U.S. government securities business day in the relevant
observation period;
SOFRi, for any U.S. government
securities business day i in the relevant observation period, is equal to SOFR (as defined below) in respect of that day i;
ni, for any U.S. government securities business day
i in the relevant observation period, is the number of calendar days from, and including, such U.S. government securities business day i to, but excluding, the following U.S. government securities business day
(i+1); and
d means the number of calendar days in the relevant observation period.
PS-6