American Express Company (NYSE: AXP) (“American Express”) today
announced the expiration and final results of its previously
announced offer to exchange (the “Exchange Offer”) all validly
tendered and accepted 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, for new
notes to be issued by American Express (the “AXP Notes”) and
Credco’s related solicitation of consents (the “Consent
Solicitation”) to amend the indenture governing the Credco Notes
(the “Credco Indenture”).
As of 11:59 p.m., New York City time, on November 30, 2021 (the
“Expiration Date”), the aggregate principal amount of Notes listed
in the table below had been validly tendered and not validly
withdrawn in connection with the Exchange Offer and Consent
Solicitation. The settlement of the Exchange Offer and Consent
Solicitation is expected to occur on December 2, 2021.
Credco Notes to be
Exchanged
Aggregate Principal Amount
Outstanding(1)
CUSIP No.
Tenders and Consents
Received
Percentage of Total
Outstanding Principal Amount of Credco Notes
3.300% Senior Notes due May 3,
2027
$2,000,000,000
0258M0EL9
$1,660,622,000
83.03%
(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.
American Express will pay interest on the AXP Notes from the
most recent interest payment date on which interest has been paid
on the Credco Notes at the rate of 3.300% per annum semi-annually
in arrears on May 3 and November 3 of each year, beginning May 3,
2022, to the persons in whose names such AXP Notes are registered
on the April 15 or October 15, as the case may be, immediately
preceding such interest payment date, except that interest payable
at maturity will be payable to the person to whom the principal of
the note is paid.
Documents relating to the Exchange Offer and Consent
Solicitation were only distributed to eligible holders (“eligible
holders”) of the Credco Notes who completed and returned 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 dated November 1, 2021), and, in either case, not located
in or a resident of Canada. D.F. King & Co., Inc. was the
exchange agent and information agent in connection with the
Exchange Offer and Consent Solicitation and can be contacted at
(866) 356-7814 (U.S. toll-free) or (212) 269-5550 (banks and
brokers).
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.
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 dated November 1, 2021 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/20211201005737/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
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