American Express Company
07/27/2021 | Press release | Distributed by Public on 07/27/2021 07:05
Material Event (Form 8-K)
| Other Events. |
On July 27, 2021, American Express Company (the 'Company') announced the launch of a proposed public offering (the 'Offering') of depositary shares (the 'Depositary Shares'), each representing a 1/1,000th interest in a share of a new series of Fixed Rate Reset Noncumulative Preferred Shares, Series D, $1.662/3 par value per share (the 'Preferred Shares'). The Company intends to use the net proceeds from the Offering to partially or fully redeem the outstanding shares of its 5.200% Fixed Rate/Floating Rate Noncumulative Preferred Shares, Series B, $1.662/3 par value per share (the 'Series B Preferred Stock'), and/or its 4.900% Fixed Rate/Floating Rate Noncumulative Preferred Shares, Series C, $1.662/3 par value per share (the 'Series C Preferred Stock').
The pricing of the Offering, and thus whether any redemption of the Series B Preferred Stock and/or the Series C Preferred Stock will occur, is subject to market conditions and other factors. There can be no assurance that the Offering will price or close or that the Company will decide to redeem the Series B Preferred Stock and/or the Series C Preferred Stock, or, if it does, the amount to be redeemed and the timing of the redemption.
The Offering is described in the Company's preliminary prospectus supplement dated July 27, 2021, which was filed with the Securities and Exchange Commission.
This Current Report on Form 8-K does not constitute an offer to sell or a solicitation of an offer to buy the Preferred Shares or the Depositary Shares or a notice of redemption with respect to the Series B Preferred Stock or the Series C Preferred Stock.
Cautionary Note Regarding Forward-Looking Statements
This Current Report on Form 8-K includes forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, which are subject to risks and uncertainties. The forward-looking statements, which address the pricing and closing of the Offering and the intended use of the net proceeds from the Offering to partially or fully redeem the Series B Preferred Stock and/or the Series C Preferred Stock contain words such as 'expect,' 'anticipate,' 'intend,' 'plan,' 'aim,' 'will,' 'may,' 'should,' 'could,' 'would,' 'likely' and similar expressions. Actual results may differ from those set forth in the forward-looking statements due to a variety of factors, including market conditions, demand for the Preferred Shares and market capacity, regulatory considerations and those contained in the Company's Annual Report on Form 10-K for the year ended December 31, 2020, the Company's Quarterly Report on Form 10-Q for the quarter ended June 30, 2021 and the Company's other filings with the Securities and Exchange Commission. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date on which they are made. The Company undertakes no obligation to update or revise any forward-looking statements.
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