UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934
Dated June 11, 2024
Commission File Number: 001-35788
ARCELORMITTAL
(Translation of registrant’s name into English)
24-26, Boulevard d’Avranches
L-1160 Luxembourg
Grand Duchy of Luxembourg
(Address of principal executive office)
Indicate by check mark whether
the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.
Form 20-F x
Form 40-F ¨
THIS REPORT ON FORM 6-K SHALL BE DEEMED TO BE
INCORPORATED BY REFERENCE IN THE REGISTRATION STATEMENT ON FORM F-3 (NO. 333-278551) OF ARCELORMITTAL AND THE PROSPECTUSES INCORPORATED
THEREIN.
ArcelorMittal has executed
the agreement dated as of June 10, 2024 attached hereto as Exhibit 99.1, hereby incorporated by reference into this report on Form 6-K.
Exhibit Index
SIGNATURES
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, thereunto duly authorized.
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ARCELORMITTAL |
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| Date June 11, 2024 |
|
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| By: |
/s/ Henk Scheffer |
|
| |
Name: |
Henk Scheffer |
|
| |
Title: |
Company Secretary & Group Compliance & Data Protection Officer |
|
Exhibit 99.1
Execution Version
Underwriting Agreement
June 10, 2024
J.P. Morgan Securities LLC
383 Madison Avenue
New York, NY 10179
BofA Securities, Inc.
114 W47th Street
NY8-114-07-01
New York, NY 10036
Citigroup Global Markets Inc.
388 Greenwich Street
New York, NY 10013
Goldman Sachs & Co. LLC
200 West Street
New York, NY 10282
RBC Capital Markets, LLC
Brookfield Place
200 Vesey Street, 8th Floor
New York, NY 10281
SMBC Nikko Securities America, Inc.
277 Park Avenue
New York, NY 10172
Ladies and Gentlemen:
ArcelorMittal, a Luxembourg
société anonyme (the “Company”), proposes to issue and sell to the several Underwriters listed
in Schedule 1 hereto (the “Underwriters”), for whom J.P. Morgan Securities LLC is acting as representative (the “Representative”),
$500,000,000 principal amount of its 6.000% Notes due 2034 (the “2034 Notes”) and $500,000,000 principal amount of
its 6.350% Notes due 2054 (the “2054 Notes”) having the terms set forth in Schedule 2 hereto (the “Securities”).
The Securities will be issued pursuant to the Indenture dated as of June 1, 2015, among the Company, Wilmington Trust, National Association
as trustee (the “Trustee”) and Citibank, N.A. as securities administrator (the “Securities Administrator”),
as supplemented by a supplemental indenture to be dated as of June 17, 2024 (the “Indenture”). The non-U.S. affiliates
of the Underwriters are set forth in Schedule 5 hereto.
The Company agrees to issue
and sell the Securities to the several Underwriters as provided in this Agreement, and each Underwriter, on the basis of the representations,
warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase
from the Company the respective principal amount of Securities set forth opposite such Underwriter’s name in Schedule 1 hereto at
a price equal to 99.409% for the 2034 Notes and a price equal to 98.449% for the 2054 Notes, both of the principal amount thereof, plus
accrued interest, if any, from June 17, 2024 to the Closing Date (as defined below). The Company will not be obligated to deliver any
of the Securities except upon payment for all the Securities to be purchased as provided herein.
The Company understands that
the Underwriters intend to make a public offering of the Securities as soon after the effectiveness of this Agreement as in the judgment
of the Representative is advisable, and initially to offer the Securities on the terms set forth in the Time of Sale Information and the
Prospectus.
Schedule 3 hereto sets
forth information that together with the Preliminary Prospectus used most recently prior to the execution of this Underwriting
Agreement, constitute the Time of Sale Information made available at the Time of Sale. The “Time of Sale” with
respect to the Securities is defined as 5:46 P.M., New York City time, on June 10, 2024. The Company acknowledges and agrees that
the Underwriters may offer and sell Securities to or through any affiliate of an Underwriter and that any such affiliate may offer
and sell Securities purchased by it to or through any Underwriter.
Payment for and delivery of
the Securities shall be made at the offices of Allen Overy Shearman Sterling LLP at 10:00 A.M., New York City time, on June 17, 2024,
or at such other time or place on the same or such other date, not later than the third business day thereafter, as the Representative
and the Company may agree upon in writing. The time and date of such payment and delivery is referred to herein as the “Closing
Date.”
Payment for the Securities
shall be made by wire transfer in immediately available funds to the account(s) specified by the Company to the Representative against
delivery to the nominee of The Depository Trust Company, for the account of the Underwriters, of one or more global notes representing
the Securities (collectively, the “Global Note”), with any transfer taxes payable in connection with the sale of the
Securities duly paid by the Company. The Global Note will be made available for inspection by the Representative not later than 1:00 P.M.,
New York City time, on the business day prior to the Closing Date.
The Company and the Underwriters
acknowledge and agree that the only information (the “Underwriter Information”) relating to any Underwriter which has
been furnished to the Company by any Underwriter expressly for use in the Registration Statement, including the Base Prospectus included
therein, the Preliminary Prospectus or any Prospectus (or any amendment or supplement thereto), any Issuer Free Writing Prospectus or
any Time of Sale Information consists of the following: the legal and marketing names of the Underwriters on the front and back cover
pages in the prospectus supplement included in the Preliminary Prospectus and in the prospectus supplement included in the Prospectus,
the information contained in the table and in the third paragraph, the fourth paragraph, the second sentence of the seventh paragraph,
the eighth paragraph, and the ninth paragraph and in “Other Relationships” under the heading “Underwriting”
in the prospectus supplement included in the Preliminary Prospectus and the prospectus supplement included in the Final Prospectus, and
the following information in the final Pricing Term Sheets, each dated June 10, 2024: (i) the names of the Underwriters; (ii) the Spread
to Benchmark Treasury, (iii) Benchmark Treasury and (iv) the Benchmark Treasury Price and Yield.
Notices to the Underwriters
shall be given at: J.P. Morgan Securities LLC, 383 Madison Avenue, New York, NY 10179; BofA Securities, Inc., 114 W47th Street, NY8-114-07-01,
New York, NY 10036, Fax: (646) 855-5958, Attention: High Grade Transaction Management/Legal dg.hg_ua_notices@bofa.com; Citigroup Global
Markets Inc., 388 Greenwich Street, New York, NY 10013, Attention: General Counsel, Fax: (646) 291-1469; Goldman Sachs & Co. LLC,
200 West Street, New York, NY 10282, Attention: Registration Department, Fax: (212) 902-9316, Email: registration-syndops@ny.email.gs.com;
RBC Capital Markets, LLC, Brookfield Place, 200 Vesey Street, 8th Floor, New York, NY 10281, Telephone: (212) 618-7706, Email: TMGUS@rbccm.com,
Attention: DCM Transaction Management/Scott Primrose; SMBC Nikko Securities America, Inc., 277 Park Avenue, New York, NY 10172.
All provisions contained
in the document entitled ArcelorMittal Underwriting Agreement Standard Provisions (the “Standard Provisions”),
which was filed as Exhibit 1.1 to the Registration Statement on Form F-3 dated April 8, 2024 (File No. 333-278551), are incorporated
by reference herein in their entirety and shall be deemed to be applicable and a part of this Underwriting Agreement to the same
extent as if such provisions had been set forth in full herein, except that: (i) if any term defined in such Standard
Provisions is otherwise defined herein, the definition set forth herein shall control; (ii) Section 1 of the Standard Provisions is
completed by the following file number of the Registration Statement: File No. 333-278551; (iii) the phrase “, currently
consisting of the so-called Donetsk People’s Republic and so-called Luhansk People’s Republic and Crimea region of
Ukraine, the Kherson or Zaporizhzhia regions of Ukraine (in each case to the extent that such areas of Kherson or Zaporizhzhia are
under control of Russia), Cuba, Iran, Syria and North Korea” shall be inserted after the word
“territory” in Section 3(dd)(a)(ii) of the Standard Provisions; (iv) the phrase “(x) on and as of the
date hereof and the Closing Date, from an authorized representative of the Company who has knowledge of the Company’s
financial matters and is reasonably satisfactory to the Representative, a certificate substantially in the form of Annex E hereto,
and (y)” shall be inserted after the word “received” in Section 6(e) of the Standard Provisions; (v)
the phrase “U.S. federal or New York State authorities” in clause (iii) of Section 8 of the Standard Provisions
shall be deleted and replaced with the phrase “the authorities of any of the U.S. (federal or New York State) or
Luxembourg”; and (vi) the phrase “Except as described in the Registration Statement, the Time of Sale Information
and the Prospectus,” shall be inserted before the words “The Company” in each such case in Section 3(cc) of
the Standard Provisions; and (vii) the following provisions do not apply: Sections 5(e), (f), (j) and (k), Section 17, Section 18,
and Section 20(g). For certainty, Sections 5(d) and (i), and Section 16 and Section 19 do apply.
In addition, the Company represents
and warrants to each Underwriter that the Company’s condensed consolidated statements of financial position, condensed consolidated
statement of operations and condensed consolidated statements of cash flows, and the footnotes thereto, as of and for the three months
ended March 31, 2024 furnished on the Company’s Report of Foreign Private Issuer on Form 6-K dated May 28, 2024, incorporated by
reference in the Time of Sale Information, Preliminary Prospectus and the Prospectus present fairly the financial position of the Company
and its subsidiaries as of the dates indicated and the results of their operations and the changes in their cash flows for the periods
specified; such financial information has been prepared in accordance with IFRS as issued by the International Accounting Standards Board
applied on a consistent basis throughout the periods covered thereby.
This Agreement may be executed
in counterparts, each of which when so executed shall be deemed to be an original and all of which when taken together shall constitute
one and the same instrument. Any signature to this agreement may be delivered by facsimile, electronic mail (including Adobe pdf) or any
electronic signature complying with the U.S. federal ESIGN Act of 2000 or the New York Electronic Signature and Records Act or other transmission
method and any counterpart so delivered shall be deemed to have been duly and validly delivered and be valid and effective for all purposes
to the fullest extent permitted by applicable law. For the avoidance of doubt, the foregoing also applies to any amendment, extension
or renewal of this Agreement. Each of the Underwriters represents and warrants that it has the corporate capacity and authority to execute
this Agreement through electronic means and there are no restrictions for doing so in that Underwriter’s constitutive documents.
If the foregoing is in accordance with your understanding,
please indicate your acceptance of this Agreement by signing in the space provided below.
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Very truly yours, |
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|
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ARCELORMITTAL |
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|
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By: |
/s/ Maureen Baker |
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|
Name: |
Maureen Baker |
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|
Title: |
Head Funding |
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|
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By: |
/s/
Philippe Noury |
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|
Name: |
Philippe Noury |
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|
Title: |
Group Treasurer |
| Accepted: June 10, 2024 |
|
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|
| J.P. MORGAN SECURITIES LLC |
|
| |
|
| By |
/s/ Som Bhattacharyya |
|
| Executed Director |
|
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|
| BofA SECURITIES, INC. |
|
| |
|
| By |
/s/ Douglas A. Muller |
|
| Managing Director |
|
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| CITIGROUP GLOBAL MARKETS INC. |
|
| |
|
| By |
/s/ Adam D. Bordner |
|
| Managing Director |
|
| |
|
| GOLDMAN SACHS & CO. LLC |
|
| |
|
| By |
/s/ Joanna Sedlak |
|
| Vice President |
|
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|
| RBC CAPITAL MARKETS, LLC |
|
| |
|
| By |
/s/ Scott G. Primrose |
|
| Authorized Signatory |
|
| |
|
| SMBC NIKKO SECURITIES AMERICA,
INC. |
|
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|
| By |
/s/ Thomas Bausano |
|
| Managing Director |
|
Schedule 1
| Underwriter | |
Principal
Amount of the
2034 Notes | | |
Principal
Amount of the
2054 Notes | |
| J.P. Morgan Securities LLC | |
$ | 83,335,000 | | |
$ | 83,335,000 | |
| BofA Securities, Inc. | |
$ | 83,333,000 | | |
$ | 83,333,000 | |
| Citigroup Global Markets Inc. | |
$ | 83,333,000 | | |
$ | 83,333,000 | |
| Goldman Sachs & Co. LLC | |
$ | 83,333,000 | | |
$ | 83,333,000 | |
| RBC Capital Markets, LLC | |
$ | 83,333,000 | | |
$ | 83,333,000 | |
| SMBC Nikko Securities America, Inc. | |
$ | 83,333,000 | | |
$ | 83,333,000 | |
| Total | |
$ | 500,000,000 | | |
$ | 500,000,000 | |
Schedule 2
Debt Securities
Underwriters and Address for Notices:
Notices to the Underwriters shall be given at:
J.P. Morgan Securities LLC, 383 Madison Avenue, New York, NY 10179.
BofA Securities, Inc., 114 W47th Street, NY8-114-07-01, New York, NY
10036, Fax: (646) 855-5958, Attention: High Grade Transaction Management/Legal dg.hg_ua_notices@bofa.com.
Citigroup Global Markets Inc., 388 Greenwich Street, New York, NY 10013,
Attention: General Counsel, Fax: (646) 291-1469.
Goldman Sachs & Co. LLC, 200 West Street, New York, NY 10282, Attention:
Registration Department, Fax: (212) 902-9316, Email: registration-syndops@ny.email.gs.com.
RBC Capital Markets, LLC, Brookfield Place, 200 Vesey Street, 8th Floor,
New York, NY 10281, Telephone: (212) 618-7706, Email: TMGUS@rbccm.com, Attention: DCM Transaction Management/Scott Primrose.
SMBC Nikko Securities America, Inc., 277 Park Avenue, New York, NY
10172.
Certain Terms of the Securities:
2034 Notes:
Title of Securities: 6.000% Notes due 2034
Aggregate Principal Amount of Securities: $500,000,000
Maturity Date: June 17, 2034, unless earlier redeemed
Interest Rate: 6.000% per annum
Interest Payment Dates: June 17 and December 17,
commencing December 17, 2024
Record Dates: June 3 and December 3
Redemption Provisions: Make whole
call at Treasury plus 25 basis points; Par Call Date of March 17, 2034; Tax redemption at 100%
Change of Control: 101%
2054 Notes:
Title of Securities: 6.350% Notes due 2054
Aggregate Principal Amount of Securities: $500,000,000
Maturity Date: June 17, 2054, unless earlier redeemed
Interest Rate: 6.350% per annum
Interest Payment Dates: June 17 and December 17,
commencing December 17, 2024
Record Dates: June 3 and December 3
Redemption Provisions: Make whole
call at Treasury plus 30 basis points; Par Call Date of December 17, 2053; Tax redemption at 100%
Change of Control: 101%
Schedule 3
Time of Sale Information
1. Pricing
term sheets containing the terms of the Securities, substantially in the form of Schedule 4.
Schedule 4
Final Term Sheet
ArcelorMittal
$500,000,000 6.000% Notes
due June 17, 2034
This final term sheet dated June 10, 2024,
relates only to the securities described below and should be read together with the preliminary prospectus supplement dated June 10, 2024,
and the accompanying prospectus (including the documents incorporated by reference in the Preliminary Prospectus and the accompanying
prospectus) (together, the “Preliminary Prospectus”) before making a decision in connection with an investment in the securities.
Terms used but not defined herein have the meaning ascribed to them in the Preliminary Prospectus.
| Issuer: |
ArcelorMittal |
| Offering Format: |
SEC-Registered |
| Ranking: |
Senior, Unsecured |
| Security Description: |
6.000% Notes due June 17, 2034 |
| Size: |
$500,000,000 |
| Price: |
99.859% of face amount |
| Maturity Date: |
June 17, 2034, unless earlier redeemed |
| Coupon: |
6.000% per annum, Fixed, Semi-annual |
| Yield to Maturity: |
6.019% |
| Benchmark Treasury: |
UST 4.375% due May 15, 2034 |
| Benchmark Treasury Price and Yield: |
99-08;4.469% |
| Spread to Benchmark Treasury: |
155 bps |
| Interest Payment Dates: |
June 17 and December 17, commencing December 17, 2024 |
| Total Net Proceeds Before Expenses: |
The net proceeds of the Notes offering, after deduction of the underwriting discount of approximately $2,250,000, amount to approximately $497,045,000. |
| Use of Proceeds: |
ArcelorMittal intends to use the net proceeds of this offering for general corporate purposes. |
| Optional Redemption: |
(i) make-whole call, in whole or in part, at any time prior to the Par Call Date and (ii) on or after the Par Call Date, in whole or in part, at a redemption price equal to 100% of the principal amount, in each case plus accrued and unpaid interest thereon, if any, up to (but excluding) the redemption date. |
| Redemption for Taxation Reasons: |
ArcelorMittal may redeem all but not in part of the Notes for one or more certain taxation reasons (each as described in the Preliminary Prospectus Supplement), at a redemption price equal to 100% of the principal amount, plus accrued and unpaid interest (including any additional amounts) thereon, if any, up to (but excluding) the redemption date. |
| Change of Control: |
101% |
| Make-whole Spread: |
T+25 bps |
| Par Call Date: |
March 17, 2034 |
| Trade Date: |
June 10, 2024 |
| Settlement Date: |
T+5; June 17, 2024 |
| CUSIP: |
03938LBG8 |
| ISIN: |
US03938LBG86 |
| Denominations/Multiple: |
$2,000 x $1,000 |
| Expected Security Ratings: |
[intentionally omitted] |
| Underwriters: |
Joint Book-Running Managers
BofA Securities, Inc.
Citigroup Global Markets Inc.
Goldman Sachs & Co. LLC
J.P. Morgan Securities LLC
RBC Capital Markets, LLC
SMBC Nikko Securities America, Inc. |
| Listing: |
None |
| Governing Law: |
The indenture and the Notes will be governed by the laws of the State of New York. The provisions of articles 470-1 to 470-19 of the Luxembourg law of August 10, 1915, on commercial companies, as amended, do not apply to the Notes |
The issuer has filed a registration statement
(including a prospectus) with 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 contacting J.P.
Morgan Securities LLC by calling collect at 1-212-834-4533; BofA Securities, Inc. by calling toll free: 1-800-294-1322; Citigroup Global
Markets Inc. by calling toll-free: 1-800-831-9146; Goldman Sachs & Co. LLC by calling toll-free: 1-866-471-2526; RBC Capital Markets,
LLC by calling toll-free: 1-866-375-6829; or SMBC Nikko Securities America, Inc. by calling toll free: 1-888-868-6856.
MiFID II professionals/ECPs-only/No PRIIPs
KID—Manufacturer Target Market (MiFID II Product Governance) is eligible counterparties and professional clients only (all distribution
channels). No PRIIPs Key Information Document (KID) has been prepared as not available to retail in EEA.
The underwriters expect to deliver the Notes
on or about June 17, 2024, which will be five business days (as such term is used for purposes of Rule 15c6-1 of the U.S. Exchange Act)
following the date of pricing of the Notes (this settlement cycle is being referred to as “T+5”). Under Rule 15c6-1 of the
U.S. Exchange Act, trades in the secondary market generally are required to settle in one business day unless the parties to any such
trade expressly agree otherwise. Accordingly, purchasers who wish to trade the Notes on any date prior to the first business day before
delivery will be required 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 make such trades should consult their own advisors.
ANY DISCLAIMERS OR OTHER NOTICES THAT MAY APPEAR
BELOW ARE NOT APPLICABLE TO THIS COMMUNICATION AND SHOULD BE DISREGARDED. SUCH DISCLAIMERS OR OTHER NOTICES WERE AUTOMATICALLY GENERATED
AS A RESULT OF THIS COMMUNICATION BEING SENT VIA BLOOMBERG OR ANOTHER EMAIL SYSTEM.
Final Term Sheet
ArcelorMittal
$500,000,000 6.350% Notes
due June 17, 2054
This final term sheet dated June 10, 2024,
relates only to the securities described below and should be read together with the preliminary prospectus supplement dated June 10, 2024,
and the accompanying prospectus (including the documents incorporated by reference in the Preliminary Prospectus and the accompanying
prospectus) (together, the “Preliminary Prospectus”) before making a decision in connection with an investment in the securities.
Terms used but not defined herein have the meaning ascribed to them in the Preliminary Prospectus.
| Issuer: |
ArcelorMittal |
| Offering Format: |
SEC-Registered |
| Ranking: |
Senior, Unsecured |
| Security Description: |
6.350% Notes due June 17, 2054 |
| Size: |
$500,000,000 |
| Price: |
99.324% of face amount |
| Maturity Date: |
June 17, 2054, unless earlier redeemed |
| Coupon: |
6.350% per annum, Fixed, Semi-annual |
| Yield to Maturity: |
6.401% |
| Benchmark Treasury: |
UST 4.250% due February 15, 2054 |
| Benchmark Treasury Price and Yield: |
94-11;4.601% |
| Spread to Benchmark Treasury: |
180 bps |
| Interest Payment Dates: |
June 17 and December 17, commencing December 17, 2024 |
| Total Net Proceeds Before Expenses: |
The net proceeds of the Notes offering, after deduction of the underwriting discount of approximately $4,375,000, amount to approximately $492,245,000. |
| Use of Proceeds: |
ArcelorMittal intends to use the net proceeds of this offering for general corporate purposes. |
| Optional Redemption: |
(i) make-whole call, in whole or in part, at any time prior to the Par Call Date and (ii) on or after the Par Call Date, in whole or in part, at a redemption price equal to 100% of the principal amount, in each case plus accrued and unpaid interest thereon, if any, up to (but excluding) the redemption date. |
| Redemption for Taxation Reasons: |
ArcelorMittal may redeem all but not in part of the Notes for one or more certain taxation reasons (each as described in the Preliminary Prospectus Supplement), at a redemption price equal to 100% of the principal amount, plus accrued and unpaid interest (including any additional amounts) thereon, if any, up to (but excluding) the redemption date. |
| Change of Control: |
101% |
| Make-whole Spread: |
T+30 bps |
| Par Call Date: |
December 17, 2053 |
| Trade Date: |
June 10, 2024 |
| Settlement Date: |
T+5; June 17, 2024 |
| CUSIP: |
03938LBH6 |
| ISIN: |
US03938LBH69 |
| Denominations/Multiple: |
$2,000 x $1,000 |
| Expected Security Ratings: |
[intentionally omitted] |
| Underwriters: |
Joint Book-Running Managers
BofA Securities, Inc.
Citigroup Global Markets Inc.
Goldman Sachs & Co. LLC
J.P. Morgan Securities LLC
RBC Capital Markets, LLC
SMBC Nikko Securities America, Inc. |
| Listing: |
None |
| Governing Law: |
The indenture and the Notes will be governed by the laws of the State of New York. The provisions of articles 470-1 to 470-19 of the Luxembourg law of August 10, 1915, on commercial companies, as amended, do not apply to the Notes |
The issuer has filed a registration statement
(including a prospectus) with 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 contacting J.P.
Morgan Securities LLC by calling collect at 1-212-834-4533; BofA Securities, Inc. by calling toll free: 1-800-294-1322; Citigroup Global
Markets Inc. by calling toll-free: 1-800-831-9146; Goldman Sachs & Co. LLC by calling toll-free: 1-866-471-2526; RBC Capital Markets,
LLC by calling toll-free: 1-866-375-6829; or SMBC Nikko Securities America, Inc. by calling toll free: 1-888-868-6856.
MiFID II professionals/ECPs-only/No PRIIPs
KID—Manufacturer Target Market (MiFID II Product Governance) is eligible counterparties and professional clients only (all distribution
channels). No PRIIPs Key Information Document (KID) has been prepared as not available to retail in EEA.
The underwriters expect to deliver the Notes
on or about June 17, 2024, which will be five business days (as such term is used for purposes of Rule 15c6-1 of the U.S. Exchange Act)
following the date of pricing of the Notes (this settlement cycle is being referred to as “T+5”). Under Rule 15c6-1 of the
U.S. Exchange Act, trades in the secondary market generally are required to settle in one business day unless the parties to any such
trade expressly agree otherwise. Accordingly, purchasers who wish to trade the Notes on any date prior to the first business day before
delivery will be required 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 make such trades should consult their own advisors.
ANY DISCLAIMERS OR OTHER NOTICES THAT MAY APPEAR
BELOW ARE NOT APPLICABLE TO THIS COMMUNICATION AND SHOULD BE DISREGARDED. SUCH DISCLAIMERS OR OTHER NOTICES WERE AUTOMATICALLY GENERATED
AS A RESULT OF THIS COMMUNICATION BEING SENT VIA BLOOMBERG OR ANOTHER EMAIL SYSTEM.
Schedule 5
Non-U.S. Affiliates of Underwriters and Addresses
J.P. Morgan Markets Limited
25 Bank Street
Canary Wharf
London
E14 5JP
United Kingdom
J.P. Morgan Dublin plc
200 Capital Dock
79 Sir John Rogerson’s Quay
Dublin 2
Ireland
BofA Securities Europe SA
51 rue La Boétie
75008 Paris
France
Citigroup Global Markets Limited
Citigroup Centre
Canada Square
Canary Wharf
London E14 5LB
United Kingdom
Goldman Sachs International
Plumtree Court
25 Shoe Lane
London EC4A 4AU
United Kingdom
RBC Europe Limited
100 Bishopsgate
London EC2N 4AA
United Kingdom
SMBC Bank EU AG
Neue Mainzer Straße 52-58
60311 Frankfurt am Main
Germany
Annex E
Form of CFO Certificate
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