Item 8.01 Other Events.
On
The documents listed below in Item 9.01 relate to the sale of the Notes and are filed as exhibits to this Current Report on Form 8-K.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits Exhibit No. Description 1.1 Underwriting Agreement, datedAugust 8, 2022 , among the Company andWells Fargo Securities, LLC ,Barclays Capital Inc. ,BofA Securities, Inc. ,Deutsche Bank Securities Inc. ,HSBC Securities (USA) Inc. andMizuho Securities USA LLC , as representatives of the several underwriters named therein, with respect to the 2052 Notes. 1.2 Underwriting Agreement, datedAugust 9, 2022 , among the Company andWells Fargo Securities, LLC ,BofA Securities, Inc. ,Goldman Sachs & Co. LLC ,J.P. Morgan Securities LLC ,Morgan Stanley & Co. LLC andUBS Securities LLC , as representatives of the several underwriters named therein, with respect to the 2062 Notes. 4.1 Subordinated Debt Securities Indenture, datedJune 17, 2008 , between the Company andThe Bank of New York Mellon (formerly known asThe Bank of New York ), as Trustee (incorporated by reference to Exhibit 4.1 to the Company's Current Report on Form 8-K, filed with theSecurities and Exchange Commission onJune 17, 2008 ). 4.2 Seventeenth Supplemental Indenture, datedAugust 17, 2022 , between the Company andThe Bank of New York Mellon , as Trustee, with respect to the 2052 Notes. 4.3 Eighteenth Supplemental Indenture, datedAugust 17, 2022 , between the Company andThe Bank of New York Mellon , as Trustee, with respect to the 2062 Notes. 4.4 Form of 2052 Note (included in Exhibit 4.2). 4.5 Form of 2062 Note (included in Exhibit 4.3). 5.1 Opinion ofJohn M. Cafiero , datedAugust 17, 2022 . 8.1 Tax opinion ofWillkie Farr & Gallagher LLP , datedAugust 17, 2022 , with respect to the 2052 Notes. 8.2 Tax opinion ofWillkie Farr & Gallagher LLP , datedAugust 17, 2022 , with respect to the 2062 Notes. 23.1 Consent ofJohn M. Cafiero (included in Exhibit 5.1). 23.2 Consent ofWillkie Farr & Gallagher LLP with respect to the 2052 Notes (included in Exhibit 8.1). 23.3 Consent ofWillkie Farr & Gallagher LLP with respect to the 2062 Notes (included in Exhibit 8.2). 104 Cover Page Interactive Data File (embedded within the Inline XBRL document).
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