AI智能总结
We are offering $600,000,000 of our Junior Subordinated Debentures due June15, 2056 (Series 2025A) (the “Series 2025A Junior Subordinated Debentures”) and $700,000,000 ofour Junior Subordinated Debentures due June 15, 2056 (Series 2025B) (the “Series 2025B Junior Subordinated Debentures” and together with the Series 2025A Junior SubordinatedDebentures, the “Junior Subordinated Debentures”). The Series 2025A Junior Subordinated Debentures will bear interest (i)from and including the date of original issuance to, but notincluding, June15, 2031 at an annual rate of 5.875% and (ii)from and including June15, 2031 during each Interest Reset Period (as defined herein) at an annual rate equal to the Five-YearTreasury Rate (as defined herein) as of the most recent Reset Interest Determination Date (as defined herein) plus 2.179%; provided, that the interest rate during any Interest Reset Period forthe Series 2025A Junior Subordinated Debentures will not reset below 5.875% (which equals the initial interest rate on the Series 2025A Junior Subordinated Debentures). The Series 2025BJunior Subordinated Debentures will bear interest (i) from and including the date of original issuance to, but not including, June15, 2036 at an annual rate of 6.100% and (ii) from andincluding June15, 2036 during each Interest Reset Period at an annual rate equal to the Five-Year Treasury Rate as of the most recent Reset Interest Determination Date plus 2.013%;provided, that the interest rate during any Interest Reset Period for the Series 2025B Junior Subordinated Debentures will not reset below 6.100% (which equals the initial interest rate on theSeries 2025B Junior Subordinated Debentures). Interest on the Junior Subordinated Debentures will be payable semi-annually in arrears on June15 and December15 of each year. The first interest payment on the JuniorSubordinated Debentures will be made on June15, 2026. We may redeem some or all of the Junior Subordinated Debentures of each series, at our option, at the times and prices described inthis prospectus supplement. The Junior Subordinated Debentures will be issued only in registered form in minimum denominations of $2,000 and integral multiples of $1,000 in excessthereof. The Junior Subordinated Debentures will be our direct unsecured obligations and will rank junior and be subordinated in right of payment and upon liquidation to our existing andfuture Senior Indebtedness (as defined herein) and equally in right of payment with any Pari Passu Securities (as defined herein). We may defer interest payments on the Junior Subordinated Debentures of a particular series on one or more occasions for up to 10 consecutive years per deferral period as describedin this prospectus supplement. Deferred interest payments will accrue additional interest at a rate equal to the interest rate then applicable to the Junior Subordinated Debentures of such series,to the extent permitted by applicable law. We do not intend to apply to list the Junior Subordinated Debentures of either series on a securities exchange. Investing in the Junior Subordinated Debentures involves risks. See “Risk Factors” beginning on page S-6 of this prospectus supplement to read aboutfactors you should consider before buying the Junior Subordinated Debentures. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectussupplement or the accompanying prospectus is truthful or complete. Any representation to the contrary is a criminal offense. (1)The price to public will also include any interest that has accrued on the Junior Subordinated Debentures since their issue date if delivered after that date. This prospectus supplement and the accompanying prospectus are not intended to constitute an offer to, and the Junior Subordinated Debentures should not be purchased,held or otherwise acquired by, a “specified foreign entity” as defined in Section7701(a)(51)(B) of the Internal Revenue Code of 1986, as amended (an “SFE”). By purchasing JuniorSubordinated Debentures, any investor in the Junior Subordinated Debentures (including all affiliated entities that participate in such purchase) will be deemed to represent andwarrant to us that it is not, and will not be, for its taxable year that includes the date of the original issuance of the Junior Subordinated Debentures, an SFE. The underwriters expect to deliver the Junior Subordinated Debentures to purchasers on or about November7, 2025 through the book-entry facilities of The Depository TrustCompany in New York, New York for the accounts of its participants, including Euroclear Bank SA/NV, as operator of the Euroclear System, and Clearstream Banking,société anonyme,Luxembourg. BNPPARIBAS BarclaysJ.P.Morgan Scotiabank MUFG Table of Contents This prospectus supplement, the accompanying prospectus and any related free-writing prospectus that we file with the Securities and Exch