Amer­i­can Ex­press Com­pany launches Ex­change Of­fers for Se­nior Notes Due 2019

The Pak Banker - - Front Page -


Amer­i­can Ex­press Com­pany an­nounced to­day the com­mence­ment of two sep­a­rate pri­vate of­fers to ex­change any and all of its out­stand­ing 8.125% Se­nior Notes due 2019 for its new Se­nior Notes due De­cem­ber 2, 2022 and cash and any and all of its out­stand­ing 8.150% Se­nior Notes due 2038 for its new Se­nior Notes due De­cem­ber 3, 2042 and cash.

Each ex­change of­fer is be­ing con­ducted by Amer­i­can Ex­press Com­pany upon the terms and sub­ject to the con­di­tions set forth in a confidential of­fer­ing cir­cu­lar, dated Novem­ber 13, 2012, and re­lated let­ter of trans­mit­tal.

The ex­change of­fers are only ex­tended, and copies of the of­fer­ing doc­u­ments will only be made avail­able, to hold­ers of old notes that have cer­ti­fied their sta­tus as a “Qual­i­fied In­sti­tu­tional Buyer” as de­fined in Rule 144A un­der the Se­cu­ri­ties Act of 1933, as amended or (2)(A) a per­son other than a “U.S. per­son” as de­fined in Rule 902 un­der the Se­cu­ri­ties Act and (B) if res­i­dent and/or lo­cated in any Mem­ber State of the Euro­pean Eco­nomic Area that has im­ple- mented pro­vi­sions of the Di­rec­tive 2003/71/EC ( as amended, in­clud­ing pur­suant to Di­rec­tive 2010/73/EU, the “Prospec­tus Di­rec­tive”), a qual­i­fied in­vestor as de­fined in Ar­ti­cle 2.1(e) of the Prospec­tus Di­rec­tive (each, an “El­i­gi­ble Holder”).

Each ex­change of­fer is sub­ject to the con­di­tion that a min­i­mum of $500 mil­lion ag­gre­gate prin­ci­pal amount of new notes of the rel­e­vant se­ries be is­sued in ex­change for old notes of the rel­e­vant se­ries, as well as cer­tain other con­di­tions as de­scribed in the confidential of­fer­ing cir­cu­lar.

The amount of new notes and cash of­fered in each ex­change of­fer is de­scribed in the confidential of­fer­ing cir­cu­lar. El­i­gi­ble Hold­ers that validly ten­der and do not validly with­draw their old notes at or prior to 5:00 p.m., New York City time, on Novem­ber 27, 2012, sub­ject to any ex­ten­sion by Amer­i­can Ex­press Com­pany, will re­ceive an early ex­change pre­mium equal to (i) $30.00 per $1,000 prin­ci­pal amount of 2019 Notes ac­cepted for ex­change and (ii) $30.00 per $1,000 prin­ci­pal amount of 2038 Notes ac­cepted for ex­change.

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