TERMS AGREEMENT Debt Securities
Debt Securities
February 22, 2018
American Express Company
000 Xxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Treasurer
Dear Sirs:
We (the “Representative(s)”) understand that American Express Company, a New York corporation (the “Company”), proposes to issue and sell $1,600,000,000 aggregate principal amount of 3.400% Notes due February 27, 2023 (the “Fixed Rate Notes”), $400,000,000 aggregate principal amount of Floating Rate Notes due February 27, 2023 (the “Floating Rate Notes” and together with the Fixed Rate Notes, the “Securities”). Subject to the terms and conditions set forth herein or incorporated by reference herein, the underwriters named in Schedule I hereto (the “Underwriters”) offer to purchase, severally and not jointly, the principal amount of Securities set forth therein opposite their respective names at 99.559% of the principal amount of the Fixed Rate Notes and 99.650% of the principal amount of the Floating Rate Notes, together with accrued interest, if any, thereon from February 22, 2018 to the Closing Date. The Closing Date shall be at 9:30 A.M. on February 27, 2018 at the offices of Xxxxxx Xxxxxxxx Xxxxx & Xxxxxxxx LLP, Counsel for the Underwriters.
The Securities shall have the terms set forth in Schedule II hereto.
All the provisions contained in the document entitled “American Express Company—Debt Securities—Underwriting Agreement Basic Provisions” and filed with the Commission on October 2, 2015 (the “Basic Provisions”), a copy of which you have previously received, are herein incorporated by reference in their entirety and shall be deemed to be a part of this Terms Agreement, except as provided herein, to the same extent as if the Basic Provisions had been set forth in full herein. Terms defined in the Basic Provisions are used herein as therein defined.
For purposes of the Basic Provisions, “Applicable Time” with respect to this Terms Agreement, shall mean 4:30 P.M., New York City time, on the date of this agreement.
For the purposes of the Basic Provisions, Section 6 (Agreements of the Underwriters) is hereby deleted and replaced in its entirety with the following:
6. Agreements of the Underwriters. The Underwriters agree that they will comply in all material respects with the selling restrictions set forth in any Preliminary Final Prospectus and any Final Prospectus under the caption “Underwriting”.
For purposes of Section 13 of the Basic Provisions, the address for notices or communications to the Representatives shall be:
in the case of notices to Citigroup Global Markets Inc.:
000 Xxxxxxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Facsimile: (000) 000-0000
Attention: General Counsel
in the case of notices to Credit Suisse Securities (USA) LLC:
Eleven Xxxxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Facsimile: (000) 000-0000
Attention: IBCM-Legal
in the case of notices to Xxxxxxx Sachs & Co. LLC:
000 Xxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Facsimile: (000) 000-0000
Attention: Registration Department
EU Bank Recovery and Resolution Directive. Notwithstanding and to the exclusion of any other term of this Terms Agreement or the Basic Provisions or any other agreements, arrangements, or understanding between the Company and the BRRD Party, the Company acknowledges and accepts that a BRRD Liability arising under this Agreement may be subject to the exercise of Bail-in Powers by the Relevant Resolution Authority, and acknowledges, accepts, and agrees to be bound by:
(i) the effect of the exercise of Bail-in Powers by the Relevant Resolution Authority in relation to any BRRD Liability of the BRRD Party to the Company under this Agreement, that (without limitation) may include and result in any of the following, or some combination thereof:
(A) the reduction of all, or a portion, of the BRRD Liability or outstanding amounts due thereon;
(B) the conversion of all, or a portion, of the BRRD Liability into shares, other securities or other obligations of the BRRD Party or another person, and the issue to or conferral on the Company of such shares, securities or obligations;
(C) the cancellation of the BRRD Liability;
(D) the amendment or alteration of any interest, if applicable, thereon, the maturity or the dates on which any payments are due, including by suspending payment for a temporary period;
(ii) the variation of the terms of this Agreement, as deemed necessary by the Relevant Resolution Authority, to give effect to the exercise of Bail-in Powers by the Relevant Resolution Authority.
(iii) For the purposes of this paragraph:
“Bail-in Legislation” means in relation to a member state of the European Economic Area which has implemented, or which at any time implements, the BRRD, the relevant implementing law, regulation, rule or requirement as described in the EU Bail-in Legislation Schedule from time to time;
“Bail-in Powers” means any Write-down and Conversion Powers as defined in the EU Bail-in Legislation Schedule, in relation to the relevant Bail-in Legislation;
“BRRD” means Directive 2014/59/EU establishing a framework for the recovery and resolution of credit institutions and investment firms;
“BRRD Liability” means a liability in respect of which the relevant Write Down and Conversion Powers in the applicable Bail-in Legislation may be exercised;
“BRRD Party” means Standard Chartered Bank;
“EU Bail-in Legislation Schedule” means the document described as such, then in effect, and published by the Loan Market Association (or any successor person) from time to time at xxxx://xxx.xxx.xx.xxx/xxxxx.xxxx?xx000 (or any such successor webpage); and
“Relevant Resolution Authority” means the resolution authority with the ability to exercise any Bail-in Powers in relation to the BRRD Party.
Please accept this offer by signing a copy of this Terms Agreement in the space set forth below and returning the signed copy to us, or by sending us a written acceptance in the following form:
“We hereby accept your offer, set forth in the Terms Agreement, dated February 22, 2018, to purchase the Securities on the terms set forth therein.”
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Very truly yours, | ||
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Citigroup Global Markets Inc. | ||
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By |
/s/ Xxxx X. Xxxxxxx | |
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Name: |
Xxxx X. Xxxxxxx |
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Title: |
Director |
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Very truly yours, | ||
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Credit Suisse Securities (USA) LLC | ||
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By |
/s/ Xxxxxx Xxxxxxxx | |
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Name: |
Xxxxxx Xxxxxxxx |
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Title: |
Director |
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Very truly yours, | ||
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Xxxxxxx Xxxxx & Co. LLC | ||
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By |
/s/ Xxxx Xxxxxx | |
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Name: |
Xxxx Xxxxxx |
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Title: |
Managing Director |
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Accepted: | ||
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American Express Company | ||
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By |
/s/ Xxxxx X. Xxxxx | |
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Name: |
Xxxxx X. Xxxxx |
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Title: |
Treasurer |
[Signature Page to Terms Agreement]
SCHEDULE I
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Name |
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Principal |
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Principal |
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Citigroup Global Markets Inc. |
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$ |
426,666,000 |
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$ |
106,666,000 |
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Credit Suisse Securities (USA) LLC |
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$ |
426,666,000 |
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$ |
106,666,000 |
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Xxxxxxx, Sachs & Co. LLC |
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$ |
426,668,000 |
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$ |
106,668,000 |
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Lloyds Securities Inc. |
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$ |
60,800,000 |
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$ |
15,200,000 |
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MUFG Securities Americas Inc. |
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$ |
60,800,000 |
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$ |
15,200,000 |
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SMBC Nikko Securities America, Inc. |
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$ |
60,800,000 |
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$ |
15,200,000 |
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Standard Chartered Bank |
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$ |
60,800,000 |
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$ |
15,200,000 |
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TD Securities (USA) LLC |
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$ |
60,800,000 |
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$ |
15,200,000 |
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Xxxxxxxx Financial Group, Inc. |
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$ |
8,000,000 |
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$ |
2,000,000 |
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The Xxxxxxxx Capital Group, L.P. |
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$ |
8,000,000 |
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$ |
2,000,000 |
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Total |
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$ |
1,600,000,000 |
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$ |
400,000,000 |
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SCHEDULE II
1. Final Term Sheet, substantially in the form attached as Exhibit A to Schedule II, as filed with the Commission pursuant to Rule 433, and dated February 22, 2018, in respect of the $1,600,000,000 3.400% Notes due February 27, 2023.
2. Final Term Sheet, substantially in the form attached as Exhibit B to Schedule II, as filed with the Commission pursuant to Rule 433, and dated February 22, 2018, in respect of the $400,000,000 Floating Rate Notes due February 27, 2023.
Issuer Free Writing Prospectus
Filed pursuant to Rule 433
Registration No. 333-207239
AMERICAN EXPRESS COMPANY
$1,600,000,000
3.400% NOTES DUE FEBRUARY 27, 2023
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Terms and Conditions |
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Issuer: |
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American Express Company |
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Expected Ratings(1): |
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[Reserved] |
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Ranking: |
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Senior unsecured |
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Trade Date: |
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February 22, 2018 |
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Settlement Date: |
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February 27, 2018 (T+3 days). Under Rule 15c6-1 of the Securities Exchange Act of 1934, as amended, trades in the secondary market generally are required to settle in two business days, unless the parties to any such trade expressly agree otherwise. Accordingly, purchasers who wish to trade the Notes on the date hereof will be required, because the Notes initially will settle in T+3, to specify an alternate settlement cycle at the time of any such trade to prevent a failed settlement. If you wish to trade the Notes on the date hereof, you should consult your own advisors. |
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Maturity Date: |
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February 27, 2023 |
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Par Amount: |
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$1,600,000,000 |
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Benchmark Treasury: |
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2.375% due January 31, 2023 |
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Benchmark Treasury Price and Yield: |
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98-23+; 2.650% |
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Re-offer Spread to Benchmark: |
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+77 bps |
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Re-offer Yield: |
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3.420% |
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Coupon: |
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3.400% |
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Public Offering Price: |
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99.909% |
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Underwriters’ Commission: |
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0.350% |
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Net Proceeds to American Express: |
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$1,592,944,000 (before expenses) |
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Interest Payment Dates: |
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The 27th of each February and August, beginning August 27, 2018 |
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Day Count: |
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30 / 360 |
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Redemption: |
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American Express Company may redeem the notes, in whole or in part, on or after the date that is 31 days prior to the Maturity Date at a redemption price equal to the principal amount of the notes being redeemed, together with any accrued and unpaid interest thereon to the date fixed for redemption. The notes may be redeemed prior to the date that is 31 days prior to the maturity date if certain events occur involving United States taxation. |
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Listing: |
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The notes will not be listed on any exchange. |
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Minimum Denominations/Multiples: |
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Minimum denominations of $2,000 and integral multiples of $1,000 in excess thereof |
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CUSIP: |
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000000XX0 |
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ISIN: |
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US025816BS73 |
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Joint Book-Running Managers: |
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Citigroup Global Markets Inc. |
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Credit Suisse Securities (USA) LLC |
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Xxxxxxx Xxxxx & Co. LLC |
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Co-Managers: |
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Lloyds Securities Inc. |
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Junior Co-Managers: |
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Xxxxxxxx Financial Group, Inc. |
(1) An explanation of the significance of ratings may be obtained from the rating agencies. Generally, rating agencies base their ratings on such material and information, and such of their own investigations, studies and assumptions, as they deem appropriate. The rating of the notes should be evaluated independently from similar ratings of other securities. A credit rating of a security is not a recommendation to buy, sell or hold securities and may be subject to review, revision, suspension, reduction or withdrawal at any time by the assigning rating agency.
Standard Chartered Bank will not effect any offers or sales of any notes in the United States unless it is through one or more U.S. registered broker-dealers as permitted by the regulations of FINRA.
The issuer has filed a registration statement (including a base prospectus dated October 2, 2015) and a preliminary prospectus supplement, dated February 22, 2018, with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement,
the preliminary prospectus supplement and other documents the issuer has filed with the SEC for more complete information about the issuer and this offering. You may get these documents for free by visiting XXXXX on the SEC Web site at xxx.xxx.xxx. Alternatively, the issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus if you request it by calling Citigroup Global Markets Inc. at 1-800-831-9146, Credit Suisse Securities (USA) LLC at 1-800-221-1037, or Xxxxxxx Sachs & Co. LLC at 0-000-000-0000.
Issuer Free Writing Prospectus
Filed pursuant to Rule 433
Registration No. 333-207239
AMERICAN EXPRESS COMPANY
$400,000,000
FLOATING RATE NOTES DUE FEBRUARY 27, 2023
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Terms and Conditions |
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Issuer: |
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American Express Company |
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Expected Ratings(1): |
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[Reserved] |
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Ranking: |
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Senior unsecured |
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Trade Date: |
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February 22, 2018 |
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Settlement Date: |
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February 27, 2018 (T+3 days). Under Rule 15c6-1 of the Securities Exchange Act of 1934, as amended, trades in the secondary market generally are required to settle in two business days, unless the parties to any such trade expressly agree otherwise. Accordingly, purchasers who wish to trade the Notes on the date hereof will be required, because the Notes initially will settle in T+3, to specify an alternate settlement cycle at the time of any such trade to prevent a failed settlement. If you wish to trade the Notes on the date hereof, you should consult your own advisors. |
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Maturity Date: |
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February 27, 2023 |
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Par Amount: |
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$400,000,000 |
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Day Count: |
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Actual / 360 |
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Base Rate: |
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Three-Month LIBOR (Reuters) |
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Spread: |
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+65 bps |
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Public Offering Price: |
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100.000% |
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Underwriters’ Commission: |
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0.350% |
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Net Proceeds to American Express: |
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$398,600,000 (before expenses) |
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Interest Payment Dates and Interest Reset Dates: |
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Interest on the notes is payable on February 27, May 27, August 27, and November 27 of each year, beginning May 27, 2018.
If any Interest Payment Date (other than the maturity date) is not a Business Day, then such Interest Payment Date will be postponed to the next succeeding Business Day unless that Business Day is in the next succeeding calendar month, in which case the Interest Payment Date will be the immediately preceding Business Day. |
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Interest Periods: |
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Quarterly. The initial period will be the period from, and including the Settlement Date to, but excluding May 27, 2018, the initial Interest Payment Date. The subsequent interest periods will be the periods from, and including the applicable Interest Payment Date to, but excluding, the next Interest Payment Date or the Maturity Date, as applicable. |
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Interest Determination Dates: |
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Second London banking day prior to applicable Interest Reset Date |
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Redemption: |
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American Express Company may redeem the notes, in whole or in part, on or after the date that is 31 days prior to the Maturity Date at a redemption price equal to the principal amount of the notes being redeemed, together with any accrued and unpaid interest thereon to the date fixed for redemption. The notes may be redeemed prior to the date that is 31 days prior to the maturity date if certain events occur involving United States taxation. |
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Listing: |
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The notes will not be listed on any exchange. |
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Minimum Denominations/Multiples: |
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Minimum denominations of $2,000 and integral multiples of $1,000 in excess thereof |
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CUSIP: |
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000000XX0 |
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ISIN: |
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US025816BT56 |
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Joint Book-Running Managers: |
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Citigroup Global Markets Inc. |
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Credit Suisse Securities (USA) LLC |
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Xxxxxxx Xxxxx & Co. LLC |
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Co-Managers: |
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Lloyds Securities Inc. MUFG Securities Americas Inc. SMBC Nikko Securities America, Inc. Standard Chartered Bank TD Securities (USA) LLC |
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Junior Co-Managers: |
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Xxxxxxxx Financial Group, Inc. The Xxxxxxxx Capital Group, L.P. |
(1) An explanation of the significance of ratings may be obtained from the rating agencies. Generally, rating agencies base their ratings on such material and information, and such of their own investigations, studies and assumptions, as they deem appropriate. The rating of the notes should be evaluated independently from similar ratings of other securities. A credit rating of a security is not a recommendation to buy, sell or hold securities and may be subject to review, revision, suspension, reduction or withdrawal at any time by the assigning rating agency.
Standard Chartered Bank will not effect any offers or sales of any notes in the United States unless it is through one or more U.S. registered broker-dealers as permitted by the regulations of FINRA.
The issuer has filed a registration statement (including a base prospectus dated October 2, 2015) and a preliminary prospectus supplement, dated February 22, 2018, with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement, the preliminary prospectus supplement and other documents the issuer has filed with the SEC for more complete information about the issuer and this offering. You may get these documents for free by visiting XXXXX on the SEC Web site at xxx.xxx.xxx. Alternatively, the issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus if you request it by calling Citigroup Global Markets Inc. at 1-800-831-9146, Credit Suisse Securities (USA) LLC at 1-800-221-1037, or Xxxxxxx Sachs & Co. LLC at 0-000-000-0000.
