Filed Pursuant to Rule 424(b)(2)
File No. 333-204124
Pricing Supplement No. 153
Dated: April 27, 2017
(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 |
| $500,000,000 |
Amount of registration fee |
| $57,950* |
*The filing fee of $57,590 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: $500,000,000
Issue Price: 100.000%, plus accrued interest, if any, from May 3, 2017
Proceeds to Company on original issuance: $499,250,000 (before expenses)
Commission: $750,000 (0.15%)
Agent:
o Barclays Capital Inc. o BNY Mellon Capital Markets, LLC x CastleOak Securities, L.P. o Citigroup Global Markets Inc. x Credit Suisse Securities (USA) LLC o Deutsche Bank Securities Inc. x Goldman, Sachs & Co. o HSBC Securities (USA) Inc. o J. P. Morgan Securities LLC o Lebenthal & Co., LLC x Lloyds Securities Inc. o Merrill Lynch, Pierce, Fenner & Smith Incorporated | x Mischler Financial Group, Inc. x MUFG Securities Americas Inc. o Mizuho Securities USA Inc. x RBC Capital Markets, LLC x RBS Securities Inc. x Samuel A. Ramirez & Company, Inc. x SMBC Nikko Securities America, Inc. o TD Securities (USA) LLC x UBS Securities LLC o U.S. Bancorp Investments, Inc. x Wells Fargo Securities, LLC o The Williams Capital Group, L.P. x Other: Drexel Hamilton, LLC |
Agent |
| Amount |
| |
Credit Suisse Securities (USA) LLC |
| $ | 80,000,000 |
|
Goldman, Sachs & Co. |
| $ | 80,000,000 |
|
RBC Capital Markets, LLC |
| $ | 80,000,000 |
|
Wells Fargo Securities, LLC |
| $ | 80,000,000 |
|
UBS Securities LLC |
| $ | 55,000,000 |
|
Lloyds Securities Inc. |
| $ | 22,000,000 |
|
MUFG Securities Americas Inc. |
| $ | 22,000,000 |
|
RBS Securities Inc. |
| $ | 22,000,000 |
|
SMBC Nikko Securities America, Inc. |
| $ | 22,000,000 |
|
Standard Chartered Bank |
| $ | 22,000,000 |
|
CastleOak Securities, L.P. |
| $ | 3,750,000 |
|
Drexel Hamilton, LLC |
| $ | 3,750,000 |
|
Mischler Financial Group, Inc. |
| $ | 3,750,000 |
|
Samuel A. Ramirez & Company, Inc. |
| $ | 3,750,000 |
|
Total |
| $ | 500,000,000 |
|
Agents’ capacity on original issuance: |
| o As Agent |
|
|
| x As Principal |
|
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 100.000% of Principal Amount or Face Amount.
Form of Note: x Global o Definitive
Trade Date: | April 27, 2017 |
|
|
Original Issue Date: | May 3, 2017 |
|
|
Stated Maturity: | May 3, 2019 |
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: Interest on the notes is payable on February 3, May��3, August 3 and November 3 of each year, beginning August 3, 2017; subject to adjustment in accordance with the modified following business day convention.
First Interest Payment Date: August 3, 2017
Indexed Principal Note: o Yes (See Attached) x No
Type of Interest Rate: o Fixed Rate x Floating Rate o Indexed Rate (See Attached)
Interest Rate (Fixed Rate Notes): N/A
Initial Interest Rate (Floating Rate Notes): TBD
Base Rate: | o CD Rate | o Commercial Paper Rate |
| o EURIBOR | o Federal Funds Rate |
| x LIBOR | o Treasury Rate |
| o Prime Rate | o Other (See Attached) |
Calculation Agent: The Bank of New York Mellon
Computation of Interest:
| o 30 over 360 | o Actual over Actual |
| x Actual over 360 | o Other (See Attached) |
Interest Reset Dates: Quarterly on the 3rd day of each February, May, August and November; subject to adjustment in accordance with the modified following business day convention.
Rate Determination Dates: Second London banking day prior to applicable Interest Reset Date
Index Maturity: 90 days
Spread (+/-): +33 basis points
Spread Multiplier: None
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 | |
|
|
| |
| 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 |
| Optional Repayment Prices: | N/A |
Discount Note: o Yes x No
| Total Amount of OID: | N/A |
| Bond Yield to Call: | N/A |
Yield to Maturity: N/A
CUSIP: 0258M0EJ4
ISIN: US0258M0EJ41
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.
Standard Chartered Bank will not effect any offers or sales of any notes in the United States unless it is through one or more U.S. registered broker-dealers as permitted by the regulations of FINRA.
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.
The adoption of, or implementation of, an intergovernmental agreement between the United States and an applicable foreign country, or future U.S. Treasury regulations, may modify these requirements. The adoption of, or implementation of, an intergovernmental agreement between the United States and an applicable foreign country, or future U.S. Treasury regulations, may modify these requirements.”
DISCLOSURE RELATED TO TIMING OF CLOSING
We expect that delivery of the Series F notes will be made against payment therefor on or about May 3, 2017, which will be on the fourth business day following the date the Series F notes are priced. Under Rule 15c6-1 of the Securities Exchange Act of 1934, as amended, trades in the secondary market generally are required to settle in three business days, unless the parties to any such trade expressly agree otherwise. Accordingly, purchasers who wish to trade the Notes on the date hereof or the next three business days will be required, because the Notes initially will settle in T+4, to specify an alternate settlement cycle at the time of any such trade to prevent a failed settlement. If you wish to trade the Notes on the date hereof or the next three business days, you should consult your own advisors.
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 26, 2017 |
