Free Writing Prospectus - Filing Under Securities Act Rules 163/433 (fwp)
29 April 2022 - 12:38PM
Edgar (US Regulatory)
Issuer
Free Writing Prospectus
Filed pursuant to Rule 433
Registration No. 333-253057
$3,500,000,000
AMERICAN EXPRESS COMPANY
$2,000,000,000
3.375% Notes due May 3, 2024
$500,000,000
Floating Rate Notes due May 3, 2024
$1,000,000,000
4.050% Notes due May 3, 2029
Terms and Conditions Applicable to all Notes
| Issuer: |
American Express Company |
| |
|
| Expected Ratings(1): |
A2 / BBB+ / A (Stable/Stable/Stable) (Moody’s / S&P / Fitch) |
| |
|
| Ranking: |
Senior unsecured |
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|
| Trade Date: |
April 28, 2022 |
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|
| Settlement Date: |
May 3, 2022 (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: |
$3,490,180,000 (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. |
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|
| Joint Book-Running Managers: |
Morgan Stanley & Co. LLC |
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BofA Securities, Inc. |
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HSBC Securities (USA) Inc. |
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Wells Fargo Securities, LLC |
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|
| Co-Managers: |
Drexel Hamilton, LLC |
| |
R. Seelaus & Co., LLC |
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Samuel A. Ramirez & Company, Inc. |
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Siebert Williams Shank & Co., LLC |
Terms
and Conditions Applicable to the 3.375% Notes due May 3, 2024
| Maturity Date: |
May 3, 2024 |
| |
|
| Par Amount: |
$2,000,000,000 |
| |
|
| Benchmark Treasury: |
UST 2.250% due March 31, 2024 |
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|
| Benchmark Treasury Price and Yield: |
99-10+; 2.610% |
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|
| Re-offer Spread to Benchmark: |
+77 bps |
| |
|
| Re-offer Yield: |
3.380% |
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|
| Coupon: |
3.375% |
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|
| Public Offering Price: |
99.990% |
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|
| Underwriters’ Discount: |
0.150% |
| |
|
| Net Proceeds to American Express: |
$1,996,800,000 (before expenses) |
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|
| Interest Payment Dates: |
The 3rd of each May and November, beginning November 3, 2022 |
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|
| Day Count: |
30 / 360 |
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|
| CUSIP: |
025816CV9 |
| |
|
| ISIN: |
US025816CV93 |
Terms and Conditions Applicable to the Floating Rate Notes due May 3, 2024
| Maturity Date: |
May 3, 2024 |
| |
|
| 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: |
+72 bps |
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|
| Public Offering Price: |
100.000% |
| |
|
| Underwriters’ Discount: |
0.150% |
| |
|
| Net Proceeds to American Express: |
$499,250,000 (before expenses) |
| Interest Payment Dates: |
February 3, May 3, August 3 and November 3, beginning
August 3, 2022
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 such Interest Payment Date will be the immediately preceding Business Day. |
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|
| Interest Periods: |
Quarterly. The initial period will be the period from, and including the Settlement Date to, but excluding, August 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. |
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|
| 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). |
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|
| Day Count: |
Actual / 360 |
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| CUSIP: |
025816CU1 |
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|
| ISIN: |
US025816CU11 |
Terms
and Conditions Applicable to the 4.050% Notes due May 3, 2029
| Maturity Date: |
May 3, 2029 |
| |
|
| Par Amount: |
$1,000,000,000 |
| |
|
| Benchmark Treasury: |
UST 2.375% due March 31, 2029 |
| |
|
| Benchmark Treasury Price and Yield: |
96-27; 2.881% |
| |
|
| Re-offer Spread to Benchmark: |
+120 bps |
| |
|
| Re-offer Yield: |
4.081% |
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|
| Coupon: |
4.050% |
| |
|
| Public Offering Price: |
99.813% |
| |
|
| Underwriters’ Discount: |
0.400% |
| Net Proceeds to American Express: |
$994,130,000 (before expenses) |
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|
| Interest Payment Dates: |
The 3rd of each May and November, beginning November 3, 2022 |
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|
| Day Count: |
30 / 360 |
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|
| Optional Redemption: |
In whole or in part, on or after the date that is 60 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. |
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| CUSIP: |
025816CW7 |
| |
|
| ISIN: |
US025816CW76 |
(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 April 28, 2022 (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 Morgan Stanley & Co. LLC at 1-866-471-1649,
BofA Securities, Inc. at 1-800-294-1322, HSBC Securities (USA) Inc. at 1-866-811-8049 or Wells Fargo Securities, LLC at 1-800-645-3751.
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