Filed Pursuant to Rule 424(b)(2)
File No. 333-204124
Pricing Supplement No. 145
Dated: May 2, 2016
(To Prospectus dated May 13, 2015 and Prospectus Supplement dated May 13, 2015)
CALCULATION OF REGISTRATION FEE
Class of securities offered | Medium-Term Senior Notes, Series F |
Aggregate offering price | $1,750,000,000 |
Amount of registration fee | $176,225* |
*The filing fee of $176,225 is calculated in accordance with Rule 457(r) of the Securities Act of 1933.
AMERICAN EXPRESS CREDIT CORPORATION
Medium-Term Senior Notes, Series F
Due Nine Months or More from Date of Issue
Principal Amount or Face Amount: $1,750,000,000
Issue Price: 99.939%, plus accrued interest, if any, from May 5, 2016
Proceeds to Company on original issuance: $1,742,807,500 (before expenses)
Commission: $6,125,000 (0.350%)
Agent: |
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o Barclays Capital Inc. |
| o Mischler Financial Group, Inc. |
o BNY Mellon Capital Markets, LLC |
| x Mitsubishi UFJ Securities (USA), Inc. |
x CastleOak Securities, L.P. |
| o Mizuho Securities USA Inc. |
x Citigroup Global Markets Inc. |
| o RBC Capital Markets, LLC |
x Credit Suisse Securities (USA) LLC |
| x RBS Securities Inc. |
o Deutsche Bank Securities Inc. |
| o Samuel A. Ramirez & Company, Inc. |
x Goldman, Sachs & Co. |
| x SMBC Nikko Securities America, Inc. |
o HSBC Securities (USA) Inc. |
| x TD Securities (USA) LLC |
o J. P. Morgan Securities LLC |
| o UBS Securities LLC |
x Lebenthal & Co., LLC |
| o U.S. Bancorp Investments, Inc. |
o Lloyds Securities Inc. |
| o Wells Fargo Securities, LLC |
x Merrill Lynch, Pierce, Fenner & Smith |
| o The Williams Capital Group, L.P. |
Incorporated |
| o Other: |
Agent |
| Amount |
| |
Citigroup Global Markets Inc. |
| $ | 350,000,000 |
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Credit Suisse Securities (USA) LLC |
| $ | 350,000,000 |
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Goldman, Sachs & Co. |
| $ | 350,000,000 |
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Merrill Lynch, Pierce, Fenner & Smith |
| $ | 350,000,000 |
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Mitsubishi UFJ Securities (USA), Inc. |
| $ | 83,125,000 |
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RBS Securities Inc. |
| $ | 83,125,000 |
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SMBC Nikko Securities America, Inc. |
| $ | 83,125,000 |
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TD Securities (USA) LLC |
| $ | 83,125,000 |
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CastleOak Securities, L.P. |
| $ | 8,750,000 |
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Lebenthal & Co., LLC |
| $ | 8,750,000 |
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Total |
| $ | 1,750,000,000 |
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Agents’ capacity on original issuance: |
| o As Agent |
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| x As Principal |
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If as principal:
o The Notes are being offered at varying prices related to prevailing market prices at the time of resale.
x The Notes are being offered at a fixed initial public offering price of 99.939% of Principal Amount or Face Amount.
Form of Note: x Global o Definitive
Trade Date: | May 2, 2016 |
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Original Issue Date: | May 5, 2016 |
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Stated Maturity: | May 5, 2021 |
Specified Currency (if other than U.S. Dollars): N/A
Authorized Denominations: Minimum denominations of $2,000 and integral multiples of $1,000 in excess thereof
Interest Payment Dates: Semi-annually on the 5th of each May and November. 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.
First Interest Payment Date: November 5, 2016
Indexed Principal Note: o Yes (See Attached) x No
Type of Interest Rate: x Fixed Rate o Floating Rate o Indexed Rate (See Attached)
Interest Rate (Fixed Rate Notes): 2.250%
Initial Interest Rate (Floating Rate Notes): N/A
Base Rate: |
| o CD Rate |
| o Commercial Paper Rate |
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| o EURIBOR |
| o Federal Funds Rate |
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| o LIBOR |
| o Treasury Rate |
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| o Prime Rate |
| o Other (See Attached) |
Calculation Agent: N/A
Computation of Interest:
x 30 over 360 |
| o Actual over Actual |
o Actual over 360 |
| o Other (See Attached) |
Interest Reset Dates: N/A
Rate Determination Dates: N/A
Index Maturity: N/A
Spread (+/-): N/A
Spread Multiplier: N/A
Change in Spread, Spread Multiplier or Fixed Interest Rate prior to Stated Maturity:
o Yes (See Attached) x No
Maximum Interest Rate: None
Minimum Interest Rate: None
Amortizing Note: o Yes (See Attached) x No
Optional Redemption: x Yes o No
Optional Redemption Dates: | On or after the date that is 31 days prior to maturity | |
Redemption Prices: | 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 | |
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Redemption: | o In whole only and not in part | |
| x May be in whole or in part | |
Optional Repayment: o Yes x No
Optional Repayment Dates: | N/A |
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Optional Repayment Prices: | N/A |
Discount Note: o Yes x No
Total Amount of OID: | N/A |
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Bond Yield to Call: | N/A |
Yield to Maturity: 2.263%
CUSIP: 0258M0EB1
ISIN: US0258M0EB15
DESCRIPTION OF THE NOTES:
The description in this Pricing Supplement of the particular terms of the Medium-Term Senior Notes offered hereby supplements, and to the extent inconsistent therewith replaces, the description of the general terms and provisions of the Notes set forth in the accompanying Prospectus dated May 13, 2015 (the “Prospectus”) and Prospectus Supplement dated May 13, 2015 (the “Prospectus Supplement”) to which reference is hereby made.
PLAN OF DISTRIBUTION
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, the Prospectus Supplement or this Pricing Supplement (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.
DISCLOSURE RELATED TO FATCA
Disclosure under the “Taxation — Certain U.S. Federal Income Tax Consequences — Foreign Accounts” section of the Prospectus, dated May 13, 2015, shall be deleted in its entirety and replaced with the following:
· “A United States law enacted in 2010 and commonly referred to as FATCA potentially imposes a withholding tax of 30% on payments of (i) interest on a debt obligation of a United States issuer and (ii) after December 31, 2018, gross proceeds from the sale or other disposition of such a debt obligation, in each case made to (a) a foreign financial institution (as a beneficial owner or as an intermediary), unless such institution enters into an agreement with the United States government to collect and report (or is required by applicable local law) to collect and provide to the United States or other relevant tax authorities certain information regarding United States account holders of such institution or (b) a non-United States entity (as a beneficial owner) that is not a financial institution unless such entity provides the withholding agent with a certification that it does not have any substantial United States owners or that identifies its substantial United States owners, which generally includes any specified United States person that directly or indirectly owns more than a specified percentage of such entity. FATCA applies to the debt securities. United States Holders that will hold the debt securities through a non-United States intermediary and Non-United States Holders are urged to consult their own tax advisors regarding foreign account tax compliance.”
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
This Pricing Supplement hereby incorporates by reference the document set forth below (in addition to the documents incorporated by reference in the Prospectus and Prospectus Supplement):
Filings of American Express Credit Corporation (SEC File No. 001-06908) |
| Date |
Current Report on Form 8-K |
| April 27, 2016 |
