Free Writing Prospectus - Filing Under Securities Act Rules 163/433 (fwp)
02 November 2021 - 11:03AM
Edgar (US Regulatory)
Issuer Free Writing
Prospectus
Filed pursuant to Rule
433
Registration No.
333-253057
$3,000,000,000
AMERICAN EXPRESS COMPANY
$800,000,000 0.750% Notes due November 3, 2023
$600,000,000 Floating Rate Notes due November 3, 2023
$1,100,000,000 1.650% Notes due November 4, 2026
$500,000,000 Floating Rate Notes due November 4, 2026
Terms and Conditions Applicable to all Notes
| Issuer: |
American Express Company |
| |
|
| Expected Ratings(1): |
A3/BBB+/A (Stable/Stable/Stable) (Moody’s/S&P/Fitch) |
| |
|
| Ranking: |
Senior unsecured |
| |
|
| Trade Date: |
November 1, 2021 |
| |
|
| Settlement Date: |
November 4, 2021 (T+3). Pursuant to Rule 15c6-1 under 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
any date prior to two business days before delivery 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. |
| |
|
| Total Net Proceeds to American Express: |
$2,990,482,000 (before expenses) |
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|
| Listing: |
The Notes will not be listed on any exchange. |
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|
| Minimum Denominations/Multiples: |
Minimum denominations of $2,000 and integral multiples of
$1,000 in excess thereof. |
| |
|
| Joint Book-Running Managers: |
Deutsche Bank Securities Inc. |
| |
BofA Securities, Inc. |
| |
Credit Suisse Securities (USA) LLC |
| |
Mizuho Securities USA LLC |
| |
|
| Co-Managers: |
Lloyds Securities Inc. |
| |
MUFG Securities Americas Inc. |
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NatWest Markets Securities Inc. |
| |
SMBC Nikko Securities America, Inc. |
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Standard Chartered Bank |
| |
|
| Junior Co-Managers: |
Drexel Hamilton, LLC |
| |
R. Seelaus & Co., LLC |
Terms and Conditions Applicable to the 0.750% Notes due November
3, 2023
| Maturity Date: |
November 3, 2023 |
| |
|
| Par Amount: |
$800,000,000 |
| |
|
| Benchmark Treasury: |
UST 0.375% due October 31, 2023 |
| |
|
| Benchmark Treasury Price and Yield: |
99-23 3/4; 0.505% |
| |
|
| Re-offer Spread to Benchmark: |
+25 bps |
| |
|
| Re-offer Yield: |
0.755% |
| |
|
| Coupon: |
0.750% |
| |
|
| Public Offering Price: |
99.990% |
| |
|
| Underwriters’ Discount: |
0.15% |
| |
|
| Net Proceeds to American Express: |
$798,720,000 (before expenses) |
| |
|
| Interest Payment Dates: |
The 3rd of each May and November, beginning May 3, 2022 |
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|
| Day Count: |
30 / 360 |
| |
|
| CUSIP: |
025816CK3 |
| |
|
| ISIN: |
US025816CK39 |
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|
Terms and Conditions Applicable to the Floating Rate Notes due
November 3, 2023
| Maturity Date: |
November 3, 2023 |
| |
|
| Par Amount: |
$600,000,000 |
| |
|
| Base Rate: |
Compounded SOFR (as determined in accordance with the
provisions set forth in the preliminary prospectus supplement (as
defined below)) |
| |
|
| Spread: |
+23 bps |
| Public Offering Price: |
100.000% |
| |
|
| Underwriters’ Discount: |
0.15% |
| |
|
| Net Proceeds to American Express: |
$599,100,000 (before expenses) |
| |
|
| Interest Payment Dates: |
February 3, May 3, August 3 and November 3 of each year, beginning
February 3, 2022
If any Interest Payment Date (other than the Maturity Date or a
redemption 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 such Interest Payment Date will be the immediately
preceding Business Day.
|
| |
|
| Interest Periods: |
Quarterly. The initial period will be the period
from, and including the Settlement Date to, but excluding, February
3, 2022, 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. |
| |
|
| Interest Determination Dates: |
Two U.S. Government Securities Business Days (as defined in the
preliminary prospectus supplement) preceding each Interest Payment
Date (or in the final Interest Period, preceding the Maturity
Date). |
| |
|
| Day Count: |
Actual / 360 |
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|
| CUSIP: |
025816CJ6 |
| |
|
| ISIN: |
US025816CJ65 |
Terms and Conditions Applicable to the 1.650% Notes due November
4, 2026
| Maturity Date: |
November 4, 2026 |
| |
|
| Par Amount: |
$1,100,000,000 |
| |
|
| Benchmark Treasury: |
UST 1.125% due October 31, 2026 |
| |
|
| Benchmark Treasury Price and Yield: |
99-23; 1.183% |
| |
|
| Re-offer Spread to Benchmark: |
+50 bps |
| |
|
| Re-offer Yield: |
1.683% |
| Coupon: |
1.650% |
| |
|
| Public Offering Price: |
99.842% |
| |
|
| Underwriters’ Discount: |
0.35% |
| |
|
| Net Proceeds to American Express: |
$1,094,412,000 (before expenses) |
| |
|
| Interest Payment Dates: |
The 4th of each May and November, beginning May 4, 2022 |
| |
|
| Day Count: |
30 / 360 |
| |
|
| Optional Redemption: |
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. |
| |
|
| CUSIP: |
025816CM9 |
| |
|
| ISIN: |
US025816CM94 |
Terms and Conditions Applicable to the Floating Rate Notes due
November 4, 2026
| Maturity Date: |
November 4, 2026 |
| |
|
| Par Amount: |
$500,000,000 |
| |
|
| Base Rate: |
Compounded SOFR (as determined in accordance with the
provisions set forth in the preliminary prospectus supplement (as
defined below)) |
| |
|
| Spread: |
+65 bps |
| |
|
| Public Offering Price: |
100.000% |
| |
|
| Underwriters’ Discount: |
0.35% |
| |
|
| Net Proceeds to American Express: |
$498,250,000 (before expenses) |
| |
|
| Interest Payment Dates: |
February 4, May 4, August 4 and November 4 of each year, beginning
February 4, 2022
If any Interest Payment Date (other than the Maturity Date or a
redemption 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 such Interest Payment Date will be the immediately
preceding Business Day.
|
| Interest Periods: |
Quarterly. The initial period
will be the period from, and including the Settlement Date to, but
excluding, February 4, 2022, 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, the Maturity
Date or in the case of redemption , the redemption date, as
applicable. |
| |
|
| Interest Determination Dates: |
Two U.S. Government Securities Business Days (as defined in the
preliminary prospectus supplement) preceding each Interest Payment
Date (or in the final Interest Period, preceding the Maturity Date,
or in the case of redemption, preceding the applicable redemption
date). |
| |
|
| Day Count: |
Actual / 360 |
| |
|
| Optional Redemption: |
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. |
| |
|
| CUSIP: |
025816CL1 |
| |
|
| ISIN: |
US025816CL12 |
(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 February 12, 2021) and a preliminary prospectus
supplement, dated November 1, 2021 (the “preliminary prospectus
supplement”), 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 EDGAR on
the SEC Web site at www.sec.gov. 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
Deutsche Bank Securities Inc. at 1-866-627-0391, BofA Securities,
Inc. at 1-800-294-1322, Credit Suisse Securities (USA) LLC at
1-800-221-1037 or Mizuho Securities USA LLC at 1-866-271-7403.
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