American Express Company (NYSE: AXP) (“American Express”) today
announced that it has commenced, subject to the terms and
conditions set forth in the Offering Memorandum and Consent
Solicitation Statement dated November 1, 2021 (the “Offering
Memorandum and Consent Solicitation Statement”), an offer to
exchange (the “Exchange Offer”) any and all 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 Company, for new 3.300% Senior Notes due May 3, 2027 (the
“AXP Notes”) issued by American Express.
The following table sets forth the Exchange Consideration, Early
Participation Premium and Total Consideration for the Exchange
Offer:
Aggregate Principal Amount
Outstanding (1)
Credco Notes to be
Exchanged
CUSIP No.
AXP Notes to be Issued
Exchange
Consideration(2)
Early Participation Premium
(2)
Total
Consideration(2)(3)
AXP Notes (principal
amount)
Cash
AXP Notes (principal
amount)
AXP Notes (principal
amount)
Cash
$2,000,000,000
3.300% Senior Notes due May 3,
2027
0258M0EL9
3.300% Senior Notes due May 3,
2027
$970
$2.50
$30
$1,000
$2.50
(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.
(2) Consideration per $1,000 principal amount of Credco Notes
validly tendered and accepted, subject to any rounding as described
herein. (3) Includes the Early Participation Premium for Credco
Notes validly tendered prior to the Early Participation Date
described below and not validly withdrawn.
Concurrently with the Exchange Offer, Credco is soliciting
consents (the “Consent Solicitation”) to adopt certain proposed
amendments to the indenture under which the Credco Notes were
issued (the “Credco Indenture”) that would, among other things,
eliminate certain of the covenants and events of default in the
Credco Indenture (including the reporting covenant). As part of
ongoing plans to simplify American Express’ funding and reporting
structure, Credco intends to deregister with the Securities
Exchange Commission (the “SEC”) and to cease reporting pursuant to
Section 13 or 15(d) of the Securities Exchange Act of 1934, as
amended (the “Exchange Act”), as soon as it may do so in accordance
with the applicable requirements of the Exchange Act and the rules
and regulations of the SEC thereunder. This is currently expected
to occur in early 2022. Although the proposed amendments to the
Credco Indenture discussed above would eliminate the reporting
covenant in the Credco Indenture, once Credco ceases reporting
pursuant to Section 13 or 15(d) of the Exchange Act, stand-alone
information regarding Credco will no longer be publicly available
in any case. In addition, the Credco Indenture does not include a
covenant to maintain a credit rating. As a result, following
completion of the Exchange Offer, certain credit ratings on Credco
or on any unexchanged Credco Notes may be withdrawn.
Documents relating to the Exchange Offer and Consent
Solicitation 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), and, in either case, not located in or a resident of
Canada. The complete terms and conditions of the Exchange Offer and
Consent Solicitation are described in 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,
including, among other things, the receipt of valid consents to the
proposed amendments to the Credco Indenture from the holders of not
less than a majority of the outstanding aggregate principal amount
of the Credco Notes.
Eligible holders who validly tender their Credco Notes prior to
5:00 p.m., New York City time, on November 15, 2021, unless
extended (such date and time, as they may be extended, the “Early
Participation Date”), will be eligible to receive the total
consideration set forth in the table above (the “Total
Consideration”), which includes the early participation premium set
forth in such table (the “Early Participation Premium”), for all
such Credco Notes that are accepted on the Early Participation
Date. For Credco Notes validly tendered after the Early
Participation Date but prior to 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”), holders of such Credco Notes
will not be eligible to receive the Early Participation Premium
and, accordingly, will only be eligible to receive the exchange
consideration set forth in the table above (the “Exchange
Consideration”). Tenders of Credco Notes may be withdrawn at any
time prior to the Early Participation Date, but thereafter such
tenders will be irrevocable (the “Withdrawal Deadline”), except in
certain limited circumstances where additional withdrawal rights
may be required by law or if such Withdrawal Deadline is otherwise
extended by American Express. American Express plans to issue the
AXP Notes promptly on or about the second business day following
the Expiration Date.
Eligible holders of Credco Notes may not consent to the proposed
amendments without tendering their Credco Notes and may not tender
their Credco Notes without consenting to the proposed amendments.
If an eligible holder tenders Credco Notes in the Exchange Offer,
such holder will be deemed to consent, with respect to the
principal amount of such tendered Credco Notes, to the amendment of
the Credco Indenture.
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.
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/20211101005613/en/
Media: Leah M. Gerstner, Leah.M.Gerstner@aexp.com,
+1.212.640.3174 Andrew R. Johnson, Andrew.R.Johnson@aexp.com,
+1.212.640.8610 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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