Issuer Free Writing Prospectus Filed Pursuant to Rule 433
Registration Statement No. 333-204124
American Express Credit Corporation
$1,750,000,000
2.250% Fixed Rate Senior Notes Due May 5, 2021
Terms and Conditions
Issuer: |
| American Express Credit Corporation |
Security Type: |
| Medium Term Notes, Series F |
Ranking: |
| Senior, Unsecured |
Expected Ratings(1): |
| Moody’s: A2 (Stable Outlook) |
Trade Date: |
| May 2, 2016 |
Settlement Date: |
| May 5, 2016 (T+3 days) |
Maturity Date: |
| May 5, 2021 |
Aggregate Principal Amount: |
| $1,750,000,000 |
Benchmark Treasury: |
| 1.375% due April 30, 2021 |
Benchmark Treasury Price and Yield: |
| 100-09+; 1.313% |
Re-offer Spread to Benchmark: |
| 95 basis points |
Re-offer Yield: |
| 2.263% |
Coupon: |
| 2.250% |
Public Offering Price: |
| 99.939% |
Underwriters’ Commission: |
| 0.350% |
Net Proceeds: |
| $1,742,807,500 (before expenses) |
Interest Payment Dates: |
| Interest on the notes is payable on May 5 and November 5 of each year, beginning November 5, 2016. If the interest payment date falls on a day that is not a Business Day, interest will be paid on the next succeeding Business Day |
Day Count: |
| 30/360 |
Early Redemption: |
| The notes may be redeemed, in whole or in part, on or after the date that is 31 days prior to maturity date, on at least 30 days’ and no more than 60 days’ prior written notice, at a redemption price equal to 100% of the principal amount of the notes being redeemed, together with any accrued and unpaid interest thereon to, but excluding, the date fixed for redemption |
Listing: |
| The notes will not be listed on any exchange |
Minimum Denominations / Multiples: |
| Minimum denominations of $2,000 and integral multiples of $1,000 in excess thereof |
CUSIP: |
| 0258M0EB1 |
ISIN: |
| US0258M0EB15 |
Joint Book-Running Managers: |
| Citigroup Global Markets Inc. Credit Suisse Securities (USA) LLC Goldman, Sachs & Co. Merrill Lynch, Pierce, Fenner & Smith Incorporated |
Co-Managers: |
| Mitsubishi UFJ Securities (USA), Inc. RBS Securities Inc. SMBC Nikko Securities America, Inc. TD Securities (USA) LLC |
Junior Co-Managers: |
| CastleOak Securities, L.P. Lebenthal & Co., LLC |
Incorporation of certain documents by reference
This term sheet hereby incorporates by reference the document set forth below:
Filings of American Express Credit Corporation (SEC File No. 001-06908) |
| Date |
Current Report on Form 8-K |
| April 27, 2016 |
The issuer has filed a registration statement (including a prospectus) with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement 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 Citigroup Global Markets Inc. at 1 (800) 831-9146, Credit Suisse Securities (USA) LLC at 1 (800) 221-1037, Goldman, Sachs & Co. at 1 (866) 471-2526 or Merrill Lynch, Pierce, Fenner & Smith Incorporated at 1 (800) 294-1322.
(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.
Selling Restrictions — Canada
The notes may be sold only to purchasers purchasing, or deemed to be purchasing, as principal that are accredited investors, as defined in National Instrument 45-106 Prospectus Exemptions or subsection 73.3(1) of the Securities Act (Ontario), and are permitted clients, as defined in National Instrument 31-103 Registration Requirements, Exemptions and Ongoing Registrant Obligations. Any resale of the notes must be made in accordance with an exemption from, or in a transaction not subject to, the prospectus requirements of applicable securities laws.
Securities legislation in certain provinces or territories of Canada may provide a purchaser with remedies for rescission or damages if the prospectus used in this offering (including any amendment thereto) contains a misrepresentation, provided that the remedies for rescission or damages are exercised by the purchaser within the time limit prescribed by the securities legislation of the purchaser’s province or territory. The purchaser should refer to any applicable provisions of the securities legislation of the purchaser’s province or territory for particulars of these rights or consult with a legal advisor.
Pursuant to section 3A.3 of National Instrument 33-105 Underwriting Conflicts (NI 33-105), the dealers are not required to comply with the disclosure requirements of NI 33-105 regarding underwriter conflicts of interest in connection with this offering.
