American Express Company launches Exchange Offers for Senior Notes Due 2019
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.