American Express Company (NYSE: AXP) (“American Express”) today
announced that, as of 5:00 p.m., New York City time, on November
15, 2021 (the “Early Participation Date”), the aggregate principal
amount listed in the table below of the 3.300% Senior Notes due May
3, 2027 (the “Credco Notes”) issued by American Express Credit
Corporation (“Credco”), a wholly-owned subsidiary of American
Express, has been validly tendered and not validly withdrawn in
connection with American Express’ offer to exchange (the “Exchange
Offer”) announced on November 1, 2021.
Concurrently with the Exchange Offer, Credco is soliciting
consents (the “Consent Solicitation”) to amend the indenture
governing the Credco Notes (the “Credco Indenture”).
Credco Notes to be
Exchanged
Aggregate Principal Amount
Outstanding(1)
CUSIP No.
Tenders and Consents Received
as of the Early Participation Date
Percentage of Total
Outstanding Principal Amount of Credco Notes
3.300% Senior Notes due May 3,
2027
$2,000,000,000
0258M0EL9
$1,591,964,000
79.60%
(1)
As of the date hereof, none of the Credco
Notes are known by us to be held by American Express, Credco or
affiliates thereof.
Based on the results announced above, Credco has received the
requisite consents from holders of the Credco Notes in the Consent
Solicitation.
American Express also announced that the previous deadline for
holders to tender their Credco Notes (and thereby give their
consents to the Proposed Amendments) and be eligible to receive the
new senior notes to be issued by American Express (the “AXP Notes”)
in the Exchange Offer in the same principal amount as the Credco
Notes tendered therefor plus a cash amount of $2.50 per $1,000
principal amount of Credco Notes tendered (the “Total
Consideration”) has been extended to 11:59 p.m., New York City
time, on November 30, 2021 (as extended, the “Exchange
Consideration Deadline”). Currently, this is the same time and date
as the Expiration Date (as defined below) for the Exchange Offer
and Consent Solicitation. The Exchange Offer and Consent
Solicitation will expire as of 11:59 p.m., New York City time, on
November 30, 2021, unless extended (such date and time, as they may
be extended, the “Expiration Date”).
The deadline to validly withdraw tenders (and validly revoke the
related consents) of Credco Notes was not modified by American
Express, and expired at 5:00 p.m., New York City time, on November
15, 2021. Under the terms of the Exchange Offer and Consent
Solicitation, holders who have previously tendered their Credco
Notes can no longer validly withdraw those notes from the Exchange
Offer, except in certain limited circumstances where additional
withdrawal rights may be required by law or otherwise extended by
American Express.
Documents relating to the Exchange Offer and Consent
Solicitation have been and will only be distributed to eligible
holders (“eligible holders”) of the Credco Notes who complete and
return an eligibility form confirming that they are either a
“qualified institutional buyer” as defined in Rule 144A under the
Securities Act of 1933, as amended (the “Securities Act”), or not a
“U.S. person,” outside the United States within the meaning of
Regulation S under the Securities Act and a Non-U.S. qualified
offeree (as defined in the Offering Memorandum and Consent
Solicitation Statement (as defined below)), and, in either case,
not located in or a resident of Canada. Except as amended by this
press release, the complete terms and conditions of the Exchange
Offer and Consent Solicitation are described in the Offering
Memorandum and Consent Solicitation Statement dated November 1,
2021 (the “Offering Memorandum and Consent Solicitation
Statement”), copies of which may be obtained by contacting D.F.
King & Co., Inc., the exchange agent and information agent in
connection with the Exchange Offer and Consent Solicitation, at
(866) 356-7814 (U.S. toll-free) or (212) 269-5550 (banks and
brokers). The eligibility form is available electronically at:
http://www.dfking.com/axp.
The consummation of the Exchange Offer and Consent Solicitation
are subject to the satisfaction of certain conditions set forth in
the Offering Memorandum and Consent Solicitation Statement.
The AXP Notes have not been registered under the Securities Act
or any state or foreign securities laws. American Express will
agree to use commercially reasonable efforts to file an exchange
offer registration statement to exchange the AXP Notes for a new
issue of substantially identical debt securities registered under
the Securities Act within 365 days after the settlement of the
Exchange Offer. American Express will also agree to use reasonable
best efforts to file a shelf registration statement to cover
resales of the AXP Notes under certain circumstances. The AXP Notes
may not be offered or sold in the United States absent registration
or an applicable exemption from the registration requirements of
the Securities Act and any applicable state securities laws.
Cautionary Statement
This press release does not constitute an offer to sell or
purchase, or a solicitation of an offer to sell or purchase, or the
solicitation of tenders or consents with respect to, any security.
No offer, solicitation, purchase or sale will be made in any
jurisdiction in which such an offer, solicitation or sale would be
unlawful. The Exchange Offer and Consent Solicitation are being
made solely pursuant to the Offering Memorandum and Consent
Solicitation Statement, as amended by this press release.
In the European Economic Area, with respect to any member state,
this release is only addressed to and directed at “qualified
investors” in that member state within the meaning of Article 2(e)
of Regulation (EU) 2017/1129 (the “Prospectus Regulation”).
In the United Kingdom, this release is only addressed to and
directed at “qualified investors” within the meaning of Article
2(e) of the Prospectus Regulation as it forms part of domestic law
by virtue of the European Union (Withdrawal) Act 2018 (the “UK
Prospectus Regulation”) who are also (i) investment professionals
falling within Article 19(5) of the Financial Services and Markets
Act 2000 (Financial Promotion) Order 2005, as amended (the
“Order”), or (ii) high net worth companies, and other persons to
whom it may lawfully be communicated, falling within Article
49(2)(a) to (d) of the Order (all such persons together being
referred to as “Relevant Persons”). This release is directed only
at Relevant Persons and must not be acted or relied on by persons
who are not Relevant Persons. Any investment or investment activity
to which this release relates is available only to Relevant Persons
and will be engaged in only with Relevant Persons.
Forward-Looking Statements
This release includes forward-looking statements within the
meaning of the Private Securities Litigation Reform Act of 1995,
which are subject to risks and uncertainties. The forward-looking
statements, which address the Exchange Offer and Consent
Solicitation, contain words such as “expect,” “anticipate,”
“intend,” “plan,” “aim,” “will,” “may,” “should,” “could,” “would,”
“likely” and similar expressions. Actual results may differ from
those set forth in the forward-looking statements due to a variety
of factors, including market conditions, the satisfaction of the
conditions described in the Offering Memorandum and Consent
Solicitation Statement and those contained in the Company’s Annual
Report on Form 10-K for the year ended December 31, 2020, the
Company’s Quarterly Report on Form 10-Q for the quarter ended
September 30, 2021 and the Company’s other filings with the
Securities and Exchange Commission. Readers are cautioned not to
place undue reliance on these forward-looking statements, which
speak only as of the date on which they are made. The Company
undertakes no obligation to update or revise any forward-looking
statements.
ABOUT AMERICAN EXPRESS
American Express is a globally integrated payments company,
providing customers with access to products, insights and
experiences that enrich lives and build business success. Learn
more at americanexpress.com and connect with us on
facebook.com/americanexpress, instagram.com/americanexpress,
linkedin.com/company/american-express, twitter.com/americanexpress,
and youtube.com/americanexpress.
Key links to products, services and corporate responsibility
information: personal cards, business cards, travel services, gift
cards, prepaid cards, merchant services, Accertify, Kabbage, Resy,
corporate card, business travel, diversity and inclusion, corporate
responsibility and Environmental, Social, and Governance
reports.
Source: American Express Company
Location: Global
View source
version on businesswire.com: https://www.businesswire.com/news/home/20211116005429/en/
Media: Andrew R. Johnson, Andrew.R.Johnson@aexp.com,
+1.212.640.8610 Azar Boehm, Azar.Boehm@aexp.com,
+1.212.225.4052
Investors/Analysts: Vivian Y. Zhou,
Vivian.Y.Zhou@aexp.com, +1.212.640.5574 Melanie L. Michel,
Melanie.L.Michel@aexp.com, +1.212.640.5574
American Express (NYSE:AXP)
Historical Stock Chart
From Aug 2024 to Sep 2024
American Express (NYSE:AXP)
Historical Stock Chart
From Sep 2023 to Sep 2024