Ecolab Inc 8-K, filed Dec 10, 2021
Ecolab Inc. (ECL)
About this 8-K
Ecolab Inc filed this 8-K on December 10, 2021, reporting on events of December 6, 2021.
Items reported
- Item 1.01: Entered into a material agreement
- Item 8.01: Other events
- Item 9.01: Financial statements and exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 1.01 Entry into a Material Definitive Agreement.
The information set forth in Item 8.01 below is hereby incorporated by reference into this Item 1.01.
Item 8.01. Other Events.
On December 6, 2021, Ecolab Inc. (the “Company”), entered into an Underwriting Agreement (the “Underwriting Agreement”) with J.P. Morgan Securities LLC, Barclays Capital Inc., BofA Securities, Inc. and Goldman Sachs & Co. LLC, as representatives of the several Underwriters named therein (the “Underwriters”), pursuant to which the Company agreed to issue and sell to the Underwriters $500,000,000 aggregate principal amount of its 0.900% Notes due 2023, $500,000,000 aggregate principal amount of its 1.650% Notes due 2027, $650,000,000 aggregate principal amount of its 2.125% Notes due 2032 and $850,000,000 aggregate principal amount of its 2.700% Notes due 2051 (collectively, the “Notes”). The Underwriting Agreement contains customary representations, warranties and covenants made by the Company. It also provides for customary indemnification by each of the Company and the Underwriters against certain liabilities and customary contribution provisions in respect of those liabilities.
The offering of the Notes was registered under the Securities Act of 1933 pursuant to the Company’s automatic shelf registration statement on Form S-3 (Registration No. 333-249740), which was filed with the Securities and Exchange Commission (the “SEC”) and became effective on October 30, 2020. The Company has filed with the SEC a prospectus supplement, dated December 6, 2021, together with the accompanying prospectus, dated October 30, 2020, relating to the offering and sale of the Notes.
The closing of the offering of Notes is expected to occur on December 15, 2021, subject to satisfaction of customary closing conditions.
The above description of the Underwriting Agreement is qualified in its entirety by reference to the Underwriting Agreement, which is incorporated herein by reference and which is included in this Current Report on Form 8-K as Exhibit (1.1).
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. | | Description | | Method of Filing | |
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(1.1) | | | Filed herewith electronically. | | |
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(104) | | Cover Page Interactive Data File. | | Embedded within the Inline XBRL document. | |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| | ECOLAB INC. | ||
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Date: December 10, 2021 | | By: | /s/ David F. Duvick | |
| | | Name: David F. Duvick | |
| | | Title: Assistant Secretary | |
Exhibit 1.1
Execution Copy
Ecolab Inc.
$2,500,000,000
$500,000,000 0.900% Notes due 2023
$500,000,000 1.650% Notes due 2027
$650,000,000 2.125% Notes due 2032
$850,000,000 2.700% Notes due 2051
Underwriting Agreement
December 6, 2021
J.P. Morgan Securities LLC
383 Madison Avenue
New York, New York 10179
Barclays Capital Inc.
745 Seventh Avenue
New York, New York 10019
BofA Securities, Inc.
One Bryant Park
New York, New York 10036
Goldman Sachs & Co. LLC
200 West Street
New York, New York 10282-2198
As representatives of the several underwriters
named in Schedule I hereto
Ladies and Gentlemen:
Ecolab Inc., a corporation organized under the laws of the State of Delaware (the “Company”), proposes to sell to the several underwriters named in Schedule I hereto (the “Underwriters”), for whom you (the “Representatives”) are acting as representatives, $500,000,000 aggregate principal amount of the Company’s 0.900% Notes due 2023 (the “2023 Notes”), $500,000,000 aggregate principal amount of the Company’s 1.650% Notes due 2027 (the “2027 Notes”), $650,000,000 aggregate principal amount of the Company’s 2.125% Notes due 2032 (the “2032 Notes”) and $850,000,000 aggregate principal amount of the Company’s 2.700% Notes due 2051 (the “2051 Notes” and, together with the 2023 Notes, the 2027 Notes and the 2032
Notes, the “Securities”) to be issued under the Indenture, dated as of January 12, 2015 (the “Base Indenture”), between the Company and Computershare Trust Company, N.A. (as successor to Wells Fargo Bank, National Association), as trustee (the “Trustee”), as supplemented by the Eleventh Supplemental Indenture, to be dated as of December 15, 2021 (the “Supplemental Indenture” and, together with the Base Indenture, the “Indenture”), between the Company and the Trustee.
Any reference in this Underwriting Agreement (this “Agreement”) to the Registration Statement, the Base Prospectus, any Preliminary Prospectus or the Final Prospectus shall be deemed to refer to and include the documents incorporated by reference therein pursuant to Item 12 of Form S-3 which were filed under the Exchange Act on or before the Effective Date of the Registration Statement or the issue date of the Base Prospectus, any Preliminary Prospectus or the Final Prospectus, as the case may be; and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement, the Base Prospectus, any Preliminary Prospectus or the Final Prospectus shall be deemed to refer to and include the filing of any document under the Exchange Act after the Effective Date of the Registration Statement or the issue date of the Base Prospectus, any Preliminary Prospectus or the Final Prospectus, as the case may be, deemed to be incorporated therein by reference. Certain terms used herein are defined in Section 22 hereof.
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Any certificate signed by any officer of the Company and delivered to the Representatives or counsel for the Underwriters in connection with the offering of the Securities shall be deemed a representation and warranty by the Company, as to matters covered thereby, to each Underwriter.
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If any of the conditions specified in this Section 6 shall not have been fulfilled when and as provided in this Agreement, or if any of the opinions and certificates mentioned above or elsewhere in this Agreement shall not be reasonably satisfactory in form and substance to the Representatives and counsel for the Underwriters, this Agreement and all obligations of the Underwriters hereunder may be canceled at, or at any time prior to, the Closing Date by the Representatives. Notice of such cancellation shall be given to the Company in writing or by telephone or facsimile and confirmed in writing. The Representatives may in their sole discretion waive on behalf of the Underwriters compliance with any conditions to the obligations of the Underwriters hereunder.
The documents required to be delivered by this Section 6 shall be delivered at the office of Mayer Brown LLP, counsel for the Underwriters, at 71 South Wacker Drive, Chicago, Illinois 60606, on the Closing Date.
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(b)Each Underwriter severally and not jointly agrees to indemnify and hold harmless the Company, its directors and officers who sign the Registration Statement, and each person, if any, who controls the Company within the meaning of either Section 15 of the Act or Section 20 of the Exchange Act (each an “Underwriter Indemnified Party”), to the same extent as the foregoing indemnity from the Company to each Underwriter, but only with reference to written information relating to such Underwriter furnished to the Company by or on behalf of such Underwriter through the Representatives specifically for inclusion in the documents referred to in the foregoing indemnity. This indemnity agreement will be in addition to any liability which any Underwriter may otherwise have. The Company acknowledges that the (i) list of Underwriters and their respective participation in the sale of the Securities under the heading “Underwriting (Conflicts of Interest),” (ii) sentences related to concessions and reallowances under the heading “Underwriting (Conflicts of Interest)” and (iii) paragraphs under the heading “Underwriting (Conflicts of Interest)” related to stabilization, syndicate covering transactions and penalty bids in any Preliminary Prospectus and the Final Prospectus constitute the only information furnished in writing by or on behalf of the several Underwriters for inclusion in any Preliminary Prospectus, the Final Prospectus or any Issuer Free Writing Prospectus.
(c)Promptly after receipt by an indemnified party under this Section 8 of notice of the commencement of any action, such indemnified party will, if a claim in respect thereof is to be made against the indemnifying party under this Section 8, notify the indemnifying party in writing of the commencement thereof; but the failure to so notify the indemnifying party (i) shall not relieve it from any liability that it may have under
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paragraph (a) or (b) above unless and to the extent it did not otherwise learn of such action and such failure results in the forfeiture by the indemnifying party of substantial rights and defenses and (ii) will not, in any event, relieve the indemnifying party from any obligations to any indemnified party other than the indemnification obligation provided in paragraph (a) or (b) above. The indemnifying party shall be entitled to appoint counsel of the indemnifying party’s choice at the indemnifying party’s expense to represent the indemnified party in any action for which indemnification is sought (in which case the indemnifying party shall not thereafter be responsible for the fees and expenses of any separate counsel retained by the indemnified party or parties except as set forth below); provided, however, that such counsel shall be reasonably satisfactory to the indemnified party; provided, further, that in connection with any proceeding or related proceedings in the same jurisdiction, the indemnifying party shall not be liable for the fees and expenses of more than one separate firm (in addition to local counsel) for all such indemnified parties. Notwithstanding the indemnifying party’s election to appoint counsel to represent the indemnified party in an action, the indemnified party shall have the right to employ separate counsel (including local counsel), and the indemnifying party shall bear the reasonable fees, costs and expenses of such separate counsel if (i) the use of counsel chosen by the indemnifying party to represent the indemnified party would present such counsel with a conflict of interest, (ii) the actual or potential defendants in, or targets of, any such action include both the indemnified party and the indemnifying party and the indemnified party shall have reasonably concluded that there may be legal defenses available to it and/or other indemnified parties which are different from or additional to those available to the indemnifying party, (iii) the indemnifying party shall not have employed counsel satisfactory to the indemnified party to represent the indemnified party within a reasonable time after notice of the institution of such action or (iv) the indemnifying party shall authorize the indemnified party to employ separate counsel at the expense of the indemnifying party. The indemnifying party under this Section 8 shall not be liable for any settlement of any proceeding effected without its written consent, but if settled with such consent or if there be a final judgment for the plaintiff, the indemnifying party agrees to indemnify the indemnified party against any loss, claim, damage, liability or expense by reason of such settlement or judgment. Notwithstanding the foregoing sentence, if at any time an indemnified party shall have requested an indemnifying party to reimburse the indemnified party for fees and expenses of counsel as contemplated by this Section 8(c), the indemnifying party agrees that it shall be liable for any settlement of any proceeding effected without its written consent if (i) such settlement is entered into more than 30 days after receipt by such indemnifying party of the aforesaid request and (ii) such indemnifying party shall not have reimbursed the indemnified party in accordance with such request prior to the date of such settlement. No indemnifying party shall, without the prior written consent of the indemnified party, effect any settlement, compromise or consent to the entry of judgment in any pending or threatened action, suit or proceeding in respect of which any indemnified party is or could have been a party and indemnity was or could have been sought hereunder by such indemnified party, unless such settlement, compromise or consent (i) includes an unconditional release of such indemnified party from all liability on claims that are the subject matter of such action, suit or proceeding and (ii) does not include a statement as to or an admission of fault, culpability or a failure to act, by or on behalf of any indemnified party.
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(d)In the event that the indemnity provided for in paragraphs (a) or (b) of this Section 8 is unavailable or insufficient to hold harmless an Indemnified Party or Underwriter Indemnified Party, as the case may be, for any reason, the Company and the Underwriters severally agree to contribute to the aggregate losses, claims, damages and liabilities (including legal or other expenses reasonably incurred in connection with investigating or defending the same) (collectively “Losses”) to which the Company and one or more of the Underwriters may be subject in such proportion as is appropriate to reflect the relative benefits received by the Company on the one hand and by the Underwriters on the other from the offering of the Securities; provided, however, that in no case shall any Underwriter (except as may be provided in any agreement among underwriters relating to the offering of the Securities) be responsible for any amount in excess of the underwriting discount or commission applicable to the Securities purchased by such Underwriter hereunder. If the allocation provided by the immediately preceding sentence is not permitted by applicable law, the Company and the Underwriters severally shall contribute in such proportion as is appropriate to reflect not only such relative benefits but also the relative fault of the Company on the one hand and of the Underwriters on the other in connection with the statements or omissions which resulted in such Losses as well as any other relevant equitable considerations. The relative benefits received by the Company, on the one hand and the Underwriters on the other shall be deemed to be in the same proportion as the total net proceeds from the offering (before deducting expenses) received by the Company bear to the total underwriting discounts and commissions, in each case as set forth on the cover page of the Final Prospectus, received by the Underwriters from the Company under this Agreement. Relative fault shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information provided by the Company on the one hand or the Underwriters on the other, the intent of the parties and their relative knowledge, access to information and opportunity to correct or prevent such untrue statement or omission. The Company and the Underwriters agree that it would not be just and equitable if contribution were determined by pro rata allocation or any other method of allocation which does not take account of the equitable considerations referred to above. Notwithstanding the provisions of this paragraph (d), no person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. Notwithstanding the provisions of this Section 8(d), no Underwriter shall be required to contribute any amount in excess of the discount or commission applicable to the Securities purchased by such Underwriter hereunder. The Underwriters’ obligations under this Section 8(d) to contribute are several in proportion to their respective purchase obligations and not joint. For purposes of this Section 8, each person who controls an Underwriter within the meaning of either the Act or the Exchange Act and each director, officer, employee, agent and affiliate of an Underwriter shall have the same rights to contribution as such Underwriter, and each person who controls the Company within the meaning of either the Act or the Exchange Act and each officer and director of the Company who shall have signed the Registration Statement shall have the same rights to contribution as the Company, subject in each case to the applicable terms and conditions of this Section 8(d).
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“BHC Act Affiliate” has the meaning assigned to the term “affiliate” in, and shall be interpreted in accordance with, 12 U.S.C. § 1841(k).
“Covered Entity” means any of the following: (i) a “covered entity” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 252.82(b); (ii) a “covered bank” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 47.3(b); or (iii) a “covered FSI” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 382.2(b).
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“Default Right” has the meaning assigned to that term in, and shall be interpreted in accordance with, 12 C.F.R. §§ 252.81, 47.2 or 382.1, as applicable.
“U.S. Special Resolution Regime” means each of (i) the Federal Deposit Insurance Act and the regulations promulgated thereunder and (ii) Title II of the Dodd-Frank Wall Street Reform and Consumer Protection Act and the regulations promulgated thereunder.
“Act” shall mean the Securities Act of 1933, as amended and the rules and regulations of the Commission promulgated thereunder.
“Base Prospectus” shall mean the base prospectus referred to in paragraph 1(a) above contained in the Registration Statement at the Execution Time.
“Business Day” shall mean any day other than a Saturday, a Sunday or a legal holiday or a day on which banking institutions or trust companies are authorized or obligated by law to close in New York City.
“Commission” shall mean the Securities and Exchange Commission.
“Disclosure Package” shall mean (i) the Base Prospectus, (ii) the Preliminary Prospectus used most recently prior to the Execution Time, (iii) the Issuer Free Writing Prospectuses, if any, identified in Schedule II hereto, (iv) the final term sheet prepared and filed pursuant to Section 5(b) hereof, if any, and (v) any other Free Writing Prospectus that the parties hereto shall hereafter expressly agree in writing to treat as part of the Disclosure Package, as of 5:05 p.m., Eastern Time, on December 6, 2021 (the “Applicable Time”).
“Effective Date” shall mean each date and time that the Registration Statement and any post-effective amendment or amendments thereto became or becomes effective.
“Exchange Act” shall mean the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission promulgated thereunder.
“Execution Time” shall mean the date and time that this Agreement is executed and delivered by the parties hereto which date and time are also the date and time when sales of the Securities were first made.
“Final Prospectus” shall mean the prospectus supplement relating to the Securities that was first filed pursuant to Rule 424(b) after the Execution Time, together with the Base Prospectus.
“Free Writing Prospectus” shall mean a free writing prospectus, as defined in Rule 405.
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“Issuer Free Writing Prospectus” shall mean an issuer free writing prospectus, as defined in Rule 433.
“Preliminary Prospectus” shall mean any preliminary prospectus supplement to the Base Prospectus referred to in paragraph 1(a) above which is used prior to the filing of the Final Prospectus, together with the Base Prospectus.
“Registration Statement” shall mean the registration statement referred to in paragraph 1(a) above, including exhibits, and financial statements and any prospectus supplement relating to the Securities, that is filed with the Commission pursuant to Rule 424(b) and deemed part of such registration statement pursuant to Rule 430B, as amended on each Effective Date and, in the event any post-effective amendment thereto becomes effective prior to the Closing Date, shall also mean such registration statement as so amended.
“Rule 158”, “Rule 163”, “Rule 164”, “Rule 172”, “Rule 405”, “Rule 415”, “Rule 424”, “Rule 430B” and “Rule 433” refer to such rules under the Act.
“Trust Indenture Act” shall mean the Trust Indenture Act of 1939, as amended and the rules and regulations of the Commission promulgated thereunder.
“Well-Known Seasoned Issuer” shall mean a well-known seasoned issuer, as defined in Rule 405.
[Remainder of page intentionally left blank; Signatures appear on following pages]
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If the foregoing is in accordance with your understanding of our agreement, please sign and return to us the enclosed duplicate hereof, whereupon this letter and your acceptance shall represent a binding agreement among the Company and the several Underwriters.
| | Very truly yours, | ||
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| | ECOLAB INC. | ||
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| By: | /s/ Catherine Loh | ||
| | | Name: Catherine Loh | |
| | | Title: Vice President and Treasurer | |
[Ecolab Inc. – Signature Page to Underwriting Agreement]
The foregoing Agreement is hereby confirmed and accepted as of the date specified in Schedule I hereto.
J.P. MORGAN SECURITIES LLC
BARCLAYS CAPITAL INC.
BOFA SECURITIES, INC.
GOLDMAN SACHS & CO. LLC
Acting severally on behalf of themselves and
as representatives of the several Underwriters
named in Schedule I annexed hereto.
By: J.P. MORGAN SECURITIES LLC | |
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By: | /s/ Som Bhattacharyya |
| Name: Som Bhattacharyya |
| Title: Executive Director |
[J.P. Morgan Securities LLC – Signature Page to Underwriting Agreement]
[Barclays Capital Inc. – Signature Page to Underwriting Agreement]
By: BOFA SECURITIES, INC. | |
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By: | /s/ Happy Hazelton |
| Name: Happy Hazelton |
| Title: Managing Director |
[BofA Securities, Inc. – Signature Page to Underwriting Agreement]
By: GOLDMAN SACHS & CO. LLC | |
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By: | /s/ Raffael Fiumara |
| Name: Raffael Fiumara |
| Title: Vice President |
[Goldman Sachs & Co. LLC – Signature Page to Underwriting Agreement]
SCHEDULE I
To Underwriting Agreement, dated December 6, 2021
Underwriter | Aggregate Principal Amount of the 2023 Notes | Aggregate Principal Amount of the 2027 Notes | Aggregate Principal Amount of the 2032 Notes | Aggregate Principal Amount of the 2051 Notes |
J.P. Morgan Securities LLC | $110,000,000 | $110,000,000 | $143,000,000 | $187,000,000 |
Barclays Capital Inc. | 72,500,000 | 72,500,000 | 94,250,000 | 123,250,000 |
BofA Securities, Inc. | 72,500,000 | 72,500,000 | 94,250,000 | 123,250,000 |
Goldman Sachs & Co. LLC | 72,500,000 | 72,500,000 | 94,250,000 | 123,250,000 |
Citigroup Global Markets Inc. | 30,000,000 | 30,000,000 | 39,000,000 | 51,000,000 |
Credit Suisse Securities (USA) LLC | 30,000,000 | 30,000,000 | 39,000,000 | 51,000,000 |
MUFG Securities Americas Inc. | 30,000,000 | 30,000,000 | 39,000,000 | 51,000,000 |
Mizuho Securities (USA) LLC | 20,000,000 | 20,000,000 | 26,000,000 | 34,000,000 |
SMBC Nikko Securities America, Inc. | 20,000,000 | 20,000,000 | 26,000,000 | 34,000,000 |
U.S. Bancorp Investments, Inc. | 20,000,000 | 20,000,000 | 26,000,000 | 34,000,000 |
Wells Fargo Securities, LLC | 20,000,000 | 20,000,000 | 26,000,000 | 34,000,000 |
Siebert Williams Shank & Co., LLC | 2,500,000 | 2,500,000 | 3,250,000 | 4,250,000 |
Total | $500,000,000 | $500,000,000 | $650,000,000 | $850,000,000 |
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SCHEDULE II
Schedule of Free Writing Prospectuses included in the Disclosure Package
Final Term Sheet dated December 6, 2021
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SCHEDULE III
Supplementing the Preliminary Prospectus
Supplement dated December 6, 2021
(To Prospectus dated October 30, 2020)
Ecolab Inc.
$2,500,000,000
$500,000,000 0.900% Notes due 2023
$500,000,000 1.650% Notes due 2027
$650,000,000 2.125% Notes due 2032
$850,000,000 2.700% Notes due 2051
Pricing Term Sheet
December 6, 2021
Issuer: | Ecolab Inc. | |
Type of Offering: | SEC Registered (No. 333-249740) | |
Anticipated Ratings*: | [Omitted] | |
Trade Date: | December 6, 2021 | |
Settlement Date**: | December 15, 2021 (T+7) | |
Joint Book-Running Managers: | J.P. Morgan Securities LLC Barclays Capital Inc. BofA Securities, Inc. Goldman Sachs & Co. LLC Citigroup Global Markets Inc. Credit Suisse Securities (USA) LLC MUFG Securities Americas Inc. | |
Senior Co-Managers: | Mizuho Securities (USA) LLC SMBC Nikko Securities America, Inc. U.S. Bancorp Investments, Inc. Wells Fargo Securities, LLC | |
Co-Manager: | Siebert Williams Shank & Co., LLC | |
Title: | 0.900% Notes due 2023 (the “2023 Notes”) | |
Principal Amount: | $500,000,000 of 2023 Notes | |
Maturity Date: | December 15, 2023 for the 2023 Notes February 1, 2027 for the 2027 Notes February 1, 2032 for the 2032 Notes December 15, 2051 for the 2051 Notes | |
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Coupon: | 0.900% for the 2023 Notes 1.650% for the 2027 Notes 2.125% for the 2032 Notes 2.700% for the 2051 Notes | |
Interest Payment Dates: | June 15 and December 15, beginning June 15, 2022 for the 2023 Notes February 1 and August 1, beginning August 1, 2022 for the 2027 Notes (long first coupon) February 1 and August 1, beginning August 1, 2022 for 2032 Notes (long first coupon) June 15 and December 15, beginning June 15, 2022 for the 2051 Notes | |
Price to Public: | 99.931% of principal amount for the 2023 Notes | |
Benchmark Treasury: | UST 0.500% due November 30, 2023 for the 2023 Notes UST 2.000% due August 15, 2051 for the 2051 Notes | |
Benchmark Treasury Price and Yield: | 99-23+; 0.635% for the 2023 Notes | |
Spread to Benchmark Treasury: | +30 basis points for the 2023 Notes +70 basis points for the 2032 Notes | |
Yield to Maturity: | 0.935% for the 2023 Notes | |
Make-Whole Call: | T+5 bps for the 2023 Notes T+7.5 bps for the 2027 Notes | |
Par Call: | On or after December 15, 2022 for the 2023 Notes On or after January 1, 2027 for the 2027 Notes | |
CUSIP/ISIN: | 278865BK5 / US278865BK50 for the 2023 Notes | |
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*Note: A securities rating is not a recommendation to buy, sell or hold securities and may be subject to revision or withdrawal at any time.
**We expect that delivery of the notes will be made against payment therefor on or about December 15, 2021, which is seven business days following the date of pricing of the notes (this settlement cycle being referred to as “T+7”). Under Rule 15c6-1 under the Securities Exchange Act of 1934, as amended, trades in the secondary market generally are required to settle in two business days, unless the parties to any such trade expressly agree otherwise. Accordingly, purchasers who wish to trade their notes on any date prior to two
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business days before delivery will be required, by virtue of the fact that the notes initially will settle in T+7, to specify an alternate settlement cycle at the time of any such trade to prevent a failed settlement. Purchasers of notes who wish to trade their notes on any date prior to two business days before delivery should consult their own advisor.
The issuer has filed a registration statement (including a prospectus) with the U.S. 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 EDGAR on the SEC Web site at www.sec.gov. 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 J.P. Morgan Securities LLC collect at (212) 834-4533, Barclays Capital Inc. toll-free at (888) 603-5847, BofA Securities, Inc. toll-free at (800) 294-1322 or Goldman Sachs & Co. LLC at (866) 471-2526.
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.
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