Item 8.01. Other Events.
The Company and
The 2026 Notes will be sold to the public at a price equal to 99.811% of the
aggregate principal amount of the 2026 Notes. The net proceeds to the Company
from the sale of the 2026 Notes, after the underwriting discount, but before
transaction expenses allocable to the sale of the 2026 Notes, will be
The 2028 Notes will be sold to the public at a price equal to 99.894% of the
aggregate principal amount of the 2028 Notes. The net proceeds to the Company
from the sale of the 2028 Notes, after the underwriting discount, but before
transaction expenses allocable to the sale of the 2028 Notes, will be
The 2031 Notes will be sold to the public at a price equal to 99.645% of the
aggregate principal amount of the 2031 Notes. The net proceeds to the Company
from the sale of the 2031 Notes, after the underwriting discount, but before
transaction expenses allocable to the sale of the 2031 Notes, will be
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The 2041 Notes will be sold to the public at a price equal to 100.00% of the
aggregate principal amount of the 2041 Notes. The net proceeds to the Company
from the sale of the 2041 Notes, after the underwriting discount, but before
transaction expenses allocable to the sale of the 2041 Notes, will be
The 2051 Notes will be sold to the public at a price equal to 99.630% of the
aggregate principal amount of the 2051 Notes. The net proceeds to the Company
from the sale of the 2051 Notes, after the underwriting discount, but before
transaction expenses allocable to the sale of the 2051 Notes, will be
The Notes will be sold to the public at an aggregate price of
The 2026 Notes will constitute part of the Company's newly created series of 1.050% Notes Due 2026 (the "2026 Series"), the 2028 Notes will constitute part of the Company's newly created series of 1.500% Notes Due 2028 (the "2028 Series"), the 2031 Notes will constitute part of the Company's newly created series of 1.800% Notes Due 2031 (the "2031 Series"), the 2041 Notes will constitute part of the Company's newly created series of 2.500% Notes Due 2041 (the "2041 Series") and the 2051 Notes will constitute part of the Company's newly created series of 2.650% Notes Due 2051 (the "2051 Series" and, together with the 2026 Series, the 2028 Series, the 2031 Series and the 2041 Series, the "New Series"). The Notes of each of the New Series will be senior, unsecured debt securities of the Company, and the Notes of each New Series will rank equally with each other and with all of the other senior, unsecured debt obligations of the Company.
The New Series were created and established, and the terms and conditions of
each New Series were established, by action of the Company and an authorized
officer of the Company pursuant to, and in accordance with, the terms of the
Indenture, dated as of
The material terms of the Green Notes are described in the Company's prospectus
supplement dated
The material terms of the New Issue Notes are described in the Company's
prospectus supplement dated
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was filed by the Company with the Commission on
The Notes of each New Series will be initially issued and delivered in
book-entry form only and will be represented by one or more global notes, which
will be in definitive, fully registered form without interest coupons. The 2026
Notes will be represented by three global notes, two of which will be in the
principal amount of
Filed as exhibits to this Current Report on Form 8-K are: (i) the Green Bond
Agreement; (ii) the New Issue Agreement; (iii) the Series Terms Certificate
pursuant to the Indenture relating to 1.050% Notes Due 2026, which was executed
in accordance with the Indenture and which evidences the establishment of the
terms and conditions of the 2026 Series in accordance with the Indenture;
(iv) the Series Terms Certificate pursuant to the Indenture relating to 1.500%
Notes Due 2028, which was executed in accordance with the Indenture and which
evidences the establishment of the terms and conditions of the 2028 Series in
accordance with the Indenture; (v) the Series Terms Certificate pursuant to the
Indenture relating to 1.800% Notes Due 2031, which was executed in accordance
with the Indenture and which evidences the establishment of the terms and
conditions of the 2031 Series in accordance with the Indenture; (vi) the Series
Terms Certificate pursuant to the Indenture relating to 2.500% Notes Due 2041,
which was executed in accordance with the Indenture and which evidences the
establishment of the terms and conditions of the 2041 Series in accordance with
the Indenture; (vii) the Series Terms Certificate pursuant to the Indenture
relating to 2.650% Notes Due 2051, which was executed in accordance with the
Indenture and which evidences the establishment of the terms and conditions of
the 2051 Series in accordance with the Indenture; (viii) the form of 2026 Global
Note; (ix) the form of 2028 Global Note; (x) the form of 2031 Global Note;
(xi) the form of 2041 Global Note; (xii) the form of 2051 Global Note and
(xiii) the opinion of
The Company is offering and selling the Notes under the Company's Registration Statement on Form S-3ASR (File No. 333-251124) (the "Registration Statement"), which registration statement relates to the offer and sale on a delayed basis from time to time of an indeterminate amount of the Company's debt securities. This Current Report on Form 8-K is being filed in connection with the offer and sale of the Notes as described herein and to file with the Commission, in connection with the Registration Statement, the documents and instruments attached hereto as exhibits.
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Item 9.01. Financial Statements and Exhibits.
(d) Exhibits The following documents are filed as exhibits to this Current Report on Form 8-K: 1.1 Pricing Agreement, datedSeptember 8, 2021 , between the Company and the Underwriters party thereto, together with the Underwriting Agreement, datedSeptember 8, 2021 , between the Company and the Underwriters party thereto 1.2 Pricing Agreement, datedSeptember 8, 2021 , between the Company and the Underwriters party thereto, together with the Underwriting Agreement, datedSeptember 8, 2021 , between the Company and the Underwriters party thereto 4.1 Series Terms Certificate Pursuant to the Indenture Relating to 1.050% Notes Due 2026 of the Company 4.2 Series Terms Certificate Pursuant to the Indenture Relating to 1.500% Notes Due 2028 of the Company 4.3 Series Terms Certificate Pursuant to the Indenture Relating to 1.800% Notes Due 2031 of the Company 4.4 Series Terms Certificate Pursuant to the Indenture Relating to 2.500% Notes Due 2041 of the Company 4.5 Series Terms Certificate Pursuant to the Indenture Relating to 2.650% Notes Due 2051 of the Company 4.6 Form of Global Note to represent the 1.050% Notes Due 2026 of the Company 4.7 Form of Global Note to represent the 1.500% Notes Due 2028 of the Company 4.8 Form of Global Note to represent the 1.800% Notes Due 2031 of the Company 4.9 Form of Global Note to represent the 2.500% Notes Due 2041 of the Company 4.10 Form of Global Note to represent the 2.650% Notes Due 2051 of the Company 5.1 Legality Opinion ofHunton Andrews Kurth LLP , counsel to the Company, datedSeptember 15, 2021 104 Cover Page Interactive Data File (embedded within the Inline XBRL document). 5
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