Form 8-K AMERICAN EXPRESS CO For: Dec 01
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|NEWS RELEASE||NEWS RELEASE||NEWS RELEASE||NEWS RELEASE|
FOR IMMEDIATE RELEASE
American Express Company Announces Expiration and Final Results
of the Exchange Offer and Consent Solicitation for Certain
American Express Credit Corporation Notes
NEW YORK, December 1, 2021 -- 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Date”), the aggregate principal amount of Notes listed in the table below had been validly tendered and not validly withdrawn in connection with the Exchange Offer and Consent Solicitation.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.
|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.
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.
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
Andrew R. Johnson, Andrew.R.Johnson@aexp.com, 212.640.8610
Azar Boehm, Azar.Boehm@aexp.com, +18.104.22.16852
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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