Make-whole redemption, in whole or in part, at the Company’s option, at Treasury Rate + 50 basis points prior to December 1, 2022, plus accrued and unpaid interest on the principal amount of the notes being redeemed to, but not including, the redemption date

On or after December 1, 2022, in whole or in part, at the Company’s option, at the redemption prices set forth below (expressed in percentages of principal amount of the notes being redeemed on the redemption date), plus accrued and unpaid interest on the principal amount of the notes being redeemed to, but not including, the redemption date during the twelve-month period beginning on December 1 of the years indicated below:

J.P. Morgan Securities LLC

BofA Securities, Inc.

MUFG Securities Americas Inc.

DNB Markets, Inc.

Regions Securities LLC

Scotia Capital (USA) Inc.

Wells Fargo Securities, LLC

BMO Capital Markets Corp.

Capital One Securities, Inc.

HSBC Securities (USA) Inc.

SMBC Nikko Securities America, Inc.

Hancock Whitney Investment Services, Inc.

SG Americas Securities, LLC

Standard Chartered Bank

An explanation of the significance of ratings may be obtained from the rating agencies. Generally, rating agencies base their ratings on such material and information, and such of their own investigations, studies and assumptions, as they deem appropriate. Each rating of the notes should be evaluated independently of any other rating and of similar ratings of other securities. A credit rating of a security is not a recommendation to buy, sell or hold securities and may be subject to review, revision, suspension, reduction or withdrawal at any time by the assigning rating agency.

It is expected that delivery of the notes will be made against payment therefor on or about November 27, 2019, which is the tenth business day following the date hereof (such settlement cycle being referred to as “T+10”). Under Rule15c6-1 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 the notes on the date of pricing or the next seven succeeding business days will be required, by virtue of the fact that the notes initially will settle in T+10, to specify an alternative settlement cycle at the time of any such trade to prevent a failed settlement. Purchasers of the notes who wish to trade the notes prior to the date of delivery hereunder should consult their own advisors.

This Pricing Term Sheet is not an offer to purchase or a solicitation of an offer to sell the Tender Notes, and the Tender Offers will be made solely pursuant to the Offer to Purchase.