TERMS AGREEMENT Debt Securities
TERMS AGREEMENT
Debt Securities
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 $1,500,000,000 aggregate principal amount of 2.200% Notes due October 30, 2020 (the “2020 Fixed Rate Notes”), $500,000,000 aggregate principal amount of Floating Rate Notes due October 30, 2020 (the “Floating Rate Notes”) and $1,650,000,000 aggregate principal amount of 3.000% Notes due October 30, 2024 (the “2024 Fixed Rate Notes” and, together with the 2020 Fixed Rate Notes and the Floating 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 99.620% of the principal amount of the 2020 Fixed Rate Notes, 99.750% of the principal amount of the Floating Rate Notes and 99.537% of the principal amount of the 2024 Fixed Rate Notes, together with accrued interest, if any, thereon from October 30, 2017 to the Closing Date. The Closing Date shall be at 9:30 A.M. on October 30, 2017 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 6:30 P.M., New York City time, on the date of this agreement.
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 Barclays Capital Inc.:
000 Xxxxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Facsimile: (000) 000-0000
Attention: Syndicate Registration
in the case of notices to Deutsche Bank Securities Inc.:
00 Xxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Facsimile: 000-000-0000
Attention: Debt Capital Markets Syndicate
with a copy to:
00 Xxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: General Counsel, 26th Floor
in the case of notices to Mizuho Securities USA LLC:
000 Xxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Facsimile: 000-000-0000
Attention: Debt Capital Markets
in the case of notices to RBC Capital Markets, LLC:
000 Xxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Facsimile: 000-000-0000
Attention: DCM Transaction Management
in the case of notices to Xxxxx Fargo Securities, LLC:
000 Xxxxx Xxxxx Xxxxxx, 0xx Xxxxx
Xxxxxxxxx, Xxxxx Xxxxxxxx 00000
Facsimile: 000-000-0000
Attention: Transaction Management
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 October 23, 2017, to purchase the Securities on the terms set forth therein.”
Accepted: |
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BARCLAYS CAPTIAL INC. |
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By: |
/s/ Xxxxx Xxxxx |
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Title: Managing Director |
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(Signatures continue on the following page)
DEUTSCHE BANK SECURITIES INC. |
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By |
/s/ Xxxx Xxxxxxxxx |
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Title: Managing Director |
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By |
/s/ Xxxxx Xxxxxxxx |
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Title: Managing Director |
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(Signatures continue on the following page)
MIZUHO SECURITIES USA INC. |
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By |
/s/ Xxxxxx Xxxxxxxx |
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Title: Managing Director |
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(Signatures continue on the following page)
RBC CAPITAL MARKETS, LLC |
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By |
/s/ Xxxxx Xxxxx |
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Title: Managing Director |
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(Signatures continue on the following page)
XXXXX FARGO SECURITIES, LLC |
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By |
/s/ Xxxxxxx Xxxxxx |
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Title: Director |
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(Signatures continue on the following page)
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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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Title: Executive Vice President and Corporate Treasurer |
[Signature Page to Terms Agreement]
SCHEDULE I
Name |
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Principal |
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Principal |
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Principal |
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Barclays Capital Inc. |
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$ |
240,000,000 |
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$ |
80,000,000 |
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$ |
264,000,000 |
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Deutsche Bank Securities Inc. |
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$ |
240,000,000 |
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$ |
80,000,000 |
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$ |
264,000,000 |
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Mizuho Securities USA LLC |
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$ |
165,000,000 |
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$ |
55,000,000 |
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$ |
181,500,000 |
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RBC Capital Markets, LLC |
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$ |
240,000,000 |
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$ |
80,000,000 |
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$ |
264,000,000 |
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Xxxxx Fargo Securities, LLC |
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$ |
240,000,000 |
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$ |
80,000,000 |
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$ |
264,000,000 |
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Lloyds Securities Inc. |
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$ |
66,000,000 |
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$ |
22,000,000 |
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$ |
72,600,000 |
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MUFG Securities Americas Inc. |
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$ |
66,000,000 |
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$ |
22,000,000 |
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$ |
72,600,000 |
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RBS Securities Inc. |
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$ |
66,000,000 |
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$ |
22,000,000 |
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$ |
72,600,000 |
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TD Securities (USA) LLC |
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$ |
66,000,000 |
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$ |
22,000,000 |
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$ |
72,600,000 |
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U.S. Bancorp Investments, Inc. |
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$ |
66,000,000 |
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$ |
22,000,000 |
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$ |
72,600,000 |
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Castle Oak Securities, L.P. |
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$ |
11,250,000 |
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$ |
3,750,000 |
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$ |
12,375,000 |
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Xxxxxx Xxxxxxxx, LLC |
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$ |
11,250,000 |
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$ |
3,750,000 |
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$ |
12,375,000 |
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RedTail Capital Markets, LLC |
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$ |
11,250,000 |
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$ |
3,750,000 |
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$ |
12,375,000 |
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X. Xxxxxxx & Co., Inc. |
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$ |
11,250,000 |
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$ |
3,750,000 |
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$ |
12,375,000 |
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Total |
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$ |
1,500,000,000 |
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$ |
500,000,000 |
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$ |
1,650,000,000 |
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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 October 23, 2017, in respect of the $1,500,000,000 2.200% Notes due October 30, 2020
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 October 23, 2017, in respect of the $500,000,000 Floating Rate Notes due October 30, 2020
3. Final Term Sheet, substantially in the form attached as Exhibit C to Schedule II, as filed with the Commission pursuant to Rule 433, and dated October 23, 2017, in respect of the $1,650,000,000 3.000% Notes due October 30, 2024
Issuer Free Writing Prospectus
Filed pursuant to Rule 433
Registration No. 333-207239
AMERICAN EXPRESS COMPANY
$1,500,000,000
2.200% NOTES DUE OCTOBER 30, 2020
Terms and Conditions
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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October 23, 2017 |
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Settlement Date: |
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October 30, 2017 (T+5 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 or the next two business days will be required, because the Notes initially will settle in T+5, 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 or the next two business days, you should consult your own advisors. |
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Maturity Date: |
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October 30, 2020 |
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Par Amount: |
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$1,500,000,000 |
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Benchmark Treasury: |
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1.625% due October 15, 2020 |
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Benchmark Treasury Price and Yield: |
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99-25+; 1.695% |
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Re-offer Spread to Benchmark: |
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+55 bps |
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Re-offer Yield: |
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2.245% |
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Coupon: |
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2.200% |
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Public Offering Price: |
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99.870% |
Underwriters’ Commission: |
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0.250% |
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Net Proceeds to American Express: |
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$1,494,300,000 (before expenses) |
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Interest Payment Dates: |
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The 30th of each April and October, beginning |
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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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US025816BP35 |
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Joint Book-Running Managers: |
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Barclays Capital Inc. |
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Deutsche Bank Securities Inc. |
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Mizuho Securities USA LLC |
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RBC Capital Markets, LLC |
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Xxxxx Fargo Securities, 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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Castle Oak Securities, 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.
The issuer has filed a registration statement (including a base prospectus dated October 2, 2015) and a preliminary prospectus supplement, dated October 23, 2017, 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 Barclays Capital Inc. at 0-000-000-0000, Deutsche Bank Securities Inc. at 1-800-503-4611, Mizuho Securities USA LLC at 1-866-271-7403, RBC Capital Markets, LLC at 0-000-000-0000, or Xxxxx Fargo Securities, LLC at 0-000-000-0000.
Issuer Free Writing Prospectus
Filed pursuant to Rule 433
Registration No. 333-207239
AMERICAN EXPRESS COMPANY
$500,000,000
FLOATING RATE NOTES DUE OCTOBER 30, 2020
Terms and Conditions
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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October 23, 2017 |
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Settlement Date: |
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October 30, 2017 (T+5 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 or the next two business days will be required, because the Notes initially will settle in T+5, 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 or the next two business days, you should consult your own advisors. |
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Maturity Date: |
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October 30, 2020 |
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Par Amount: |
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$500,000,000 |
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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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+33 bps |
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Public Offering Price: |
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100% |
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Underwriters’ Commission: |
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0.250% |
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Net Proceeds to American Express: |
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$498,750,000 (before expenses) |
Interest Payment Dates and Interest Reset Dates: |
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Interest on the notes is payable on January 30, April 30, July 30, and October 30 of each year, beginning January 30, 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 January 30, 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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US025816BQ18 |
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Joint Book-Running Managers: |
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Barclays Capital Inc. |
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Deutsche Bank Securities Inc. |
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Mizuho Securities USA LLC |
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RBC Capital Markets, LLC |
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Co-Managers: |
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Lloyds Securities Inc. |
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RBS Securities Inc. |
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Junior Co-Managers: |
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Castle Oak Securities, 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.
The issuer has filed a registration statement (including a base prospectus dated October 2, 2015) and a preliminary prospectus supplement, dated October 23, 2017, 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 Barclays Capital Inc. at 0-000-000-0000, Deutsche Bank Securities Inc. at 1-800-503-4611, Mizuho Securities USA LLC at 1-866-271-7403, RBC Capital Markets, LLC at 0-000-000-0000, or Xxxxx Fargo Securities, LLC at 0-000-000-0000.
Issuer Free Writing Prospectus
Filed pursuant to Rule 433
Registration No. 333-207239
AMERICAN EXPRESS COMPANY
$1,650,000,000
3.000% NOTES DUE OCTOBER 30, 2024
Terms and Conditions
|
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Issuer: |
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American Express Company |
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|
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Expected Ratings(1): |
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[Reserved] |
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|
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Ranking: |
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Senior unsecured |
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|
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Trade Date: |
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October 23, 2017 |
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|
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Settlement Date: |
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October 30, 2017 (T+5 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 or the next two business days will be required, because the Notes initially will settle in T+5, 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 or the next two business days, you should consult your own advisors |
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Maturity Date: |
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October 30, 2024 |
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Par Amount: |
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$1,650,000,000 |
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Benchmark Treasury: |
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2.125% due September 30, 2024 |
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Benchmark Treasury Price and Yield: |
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99-14+; 2.210% |
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Re-offer Spread to Benchmark: |
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+80 bps |
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Re-offer Yield: |
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3.010 % |
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|
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Coupon: |
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3.000 % |
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|
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Public Offering Price: |
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99.937 % |
Underwriters’ Commission: |
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0.400 % |
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Net Proceeds to American Express: |
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$1,642,360,500 (before expenses) |
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Interest Payment Dates: |
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The 30th of each April and October, beginning April 30, 2018 |
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Day Count: |
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30 / 360 |
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|
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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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|
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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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XXXX: |
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US025816BR90 |
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Joint Book-Running Managers: |
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Barclays Capital Inc. |
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Deutsche Bank Securities Inc. |
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Mizuho Securities USA LLC |
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RBC Capital Markets, LLC |
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Xxxxx Fargo Securities, 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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Castle Oak Securities, 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.
The issuer has filed a registration statement (including a base prospectus dated October 2, 2015) and a preliminary prospectus supplement, dated October 23, 2017, 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 Barclays Capital Inc. at 0-000-000-0000, Deutsche Bank Securities Inc. at 1-800-503-4611, Mizuho Securities USA LLC at 1-866-271-7403, RBC Capital Markets, LLC at 0-000-000-0000, or Xxxxx Fargo Securities, LLC at 0-000-000-0000.