Filed Pursuant to Rule 424(b)(2)
Registration No. 333-253057
PROSPECTUS SUPPLEMENT
(To Prospectus Dated February 12, 2021)
|
|
|
|
$2,500,000,000
American Express Company
$1,200,000,000 6.338% Fixed-to-Floating Rate Notes due October 30, 2026
$1,000,000,000 6.489% Fixed-to-Floating Rate Notes due October 30, 2031
$300,000,000 Floating Rate Notes due October 30, 2026
|
|
We are offering $1,200,000,000 principal amount of our 6.338% fixed-to-floating rate notes due October 30, 2026, or the 2026 fixed-to-floating rate notes, $1,000,000,000 principal amount of our 6.489% fixed-to-floating rate notes due October 30, 2031, or the 2031 fixed-to-floating rate notes, and $300,000,000 principal amount of our floating rate notes due October 30, 2026, or the floating rate notes. In this prospectus supplement, we refer to the 2026 fixed-to-floating rate notes and the 2031 fixed-to-floating rate notes collectively as the fixed-to-floating rate notes, and we refer to the fixed-to-floating rate notes and the floating rate notes collectively as the notes.
We will pay interest on the 2026 fixed-to-floating rate notes (i) from, and including, October 30, 2023, to but excluding, October 30, 2025 (the “2026 fixed-to-floating rate notes fixed rate period”) at a rate per annum equal to 6.338%, payable semi-annually in arrears on April 30 and October 30 of each year, beginning April 30, 2024 and ending on October 30, 2025, and (ii) from, and including October 30, 2025 to, but excluding, the maturity date (the “2026 fixed-to-floating rate notes floating rate period”) at a rate per annum equal to Compounded SOFR (as defined on page S-15 of this prospectus supplement) plus 1.330%, payable quarterly in arrears on January 30, April 30, July 30 and October 30, beginning January 30, 2026 and ending on the maturity date. The 2026 fixed-to-floating rate notes will mature on October 30, 2026. We will pay interest on the 2031 fixed-to-floating rate notes (i) from, and including, October 30, 2023, to but excluding, October 30, 2030 (the “2031 fixed-to-floating rate notes fixed rate period” and, together with the 2026 fixed-to-floating rate notes fixed rate period, the “fixed rate period”) at a rate per annum equal to 6.489%, payable semi-annually in arrears on April 30 and October 30 of each year, beginning April 30, 2024 and ending on October 30, 2030, and (ii) from, and including October 30, 2030 to, but excluding, the maturity date (the “2031 fixed-to-floating rate notes floating rate period” and, together with the 2026 fixed-to-floating rate notes floating rate period, the “floating rate period”) at a rate per annum equal to Compounded SOFR plus 1.940%, payable quarterly in arrears on January 30, April 30, July 30 and October 30, beginning January 30, 2031 and ending on the maturity date. The 2031 fixed-to-floating rate notes will mature on October 30, 2031. We will pay interest on the floating rate notes at a rate per annum equal to Compounded SOFR plus 1.350%, quarterly in arrears on January 30, April 30, July 30 and October 30 of each year, beginning January 30, 2024 and ending on the maturity date. The floating rate notes will mature on October 30, 2026.
We may redeem the 2026 fixed-to-floating rate notes (i) in whole but not in part on October 30, 2025 or (ii) in whole or in part during the 31-day period prior to the maturity date, in each case at a redemption price equal to the principal amount of the notes being redeemed, together with any accrued and unpaid interest thereon to, but excluding, the date fixed for redemption. We may redeem the 2031 fixed-to-floating rate notes (i) in whole but not in part on October 30, 2030 or (ii) in whole or in part during the 60-day period prior to the maturity date, in each case at a redemption price equal to the principal amount of the notes being redeemed, together with any accrued and unpaid interest thereon to, but excluding, the date fixed for redemption. We may redeem the floating rate notes (i) in whole but not in part on October 30, 2025 or (ii) in whole or in part during the 31-day period prior to the maturity date, in each case at a redemption price equal to the principal amount of the notes being redeemed, together with any accrued and unpaid interest thereon to, but excluding, the date fixed for redemption. The notes will be our senior unsecured obligations and will rank prior to all of our present and future subordinated indebtedness and on an equal basis with all of our other present and future senior unsecured indebtedness.
We will not list the notes on any exchange.
We will only issue the notes in book-entry form registered in the name of a nominee of The Depository Trust Company (“DTC”), New York, New York. Beneficial interests in the notes will be shown on, and transfers of such interests will be made only through, records maintained by DTC and its participants, including Clearstream Banking, S.A. (“Clearstream”), and Euroclear Bank SA/ NV, as operator of the Euroclear system (“Euroclear”). Except as described in this prospectus supplement, we will not issue notes in definitive form.
The underwriters are offering the notes for sale in those jurisdictions both inside and outside the United States where it is lawful to make such offers.
The notes are not deposits or savings accounts. The notes are not insured or guaranteed by the Federal Deposit Insurance Corporation (“FDIC”) or by any other governmental agency or instrumentality.
|
|
|
Price to Public(1)
|
|
|
Underwriting
Discount
|
|
|
Proceeds to the
Company(1)(2)
|
|
Per 2026 fixed-to-floating rate note
|
|
|
|
|
100.000% |
|
|
|
|
|
0.150% |
|
|
|
|
|
99.850% |
|
|
Total for 2026 fixed-to-floating rate notes
|
|
|
|
$ |
1,200,000,000 |
|
|
|
|
$ |
1,800,000 |
|
|
|
|
$ |
1,198,200,000 |
|
|
Per 2031 fixed-to-floating rate note
|
|
|
|
|
100.000% |
|
|
|
|
|
0.400% |
|
|
|
|
|
99.600% |
|
|
Total for 2031 fixed-to-floating rate notes
|
|
|
|
$ |
1,000,000,000 |
|
|
|
|
$ |
4,000,000 |
|
|
|
|
$ |
996,000,000 |
|
|
Per floating rate note
|
|
|
|
|
100.000% |
|
|
|
|
|
0.150% |
|
|
|
|
|
99.850% |
|
|
Total for floating rate notes
|
|
|
|
$ |
300,000,000 |
|
|
|
|
$ |
450,000 |
|
|
|
|
$ |
299,550,000 |
|
|
(1)
Plus accrued interest, if any, from October 30, 2023 to the date of delivery.
(2)
Before offering expenses.
Delivery of the notes will be made on or about October 30, 2023.
Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus supplement or the accompanying prospectus is truthful or complete. Any representation to the contrary is a criminal offense.
Joint Book-Running Managers
|
RBC Capital Markets
|
|
|
Citigroup
|
|
|
Morgan Stanley
|
|
Co-Managers
|
Lloyds Securities
|
|
|
Ramirez & Co., Inc.
|
|
|
SMBC Nikko
|
|
|
TD Securities
|
|
Junior Co-Managers
|
Drexel Hamilton
|
|
|
Mischler Financial Group, Inc.
|
|
The date of this prospectus supplement is October 24, 2023.