Business Context and Reporting Period
This Form 8-K Current Report is filed by American Express Company with a report date of May 18, 2009. The filing discloses a significant capital market event under Item 8.01 (Other Events) regarding the issuance of senior notes.
Key Financial Metrics
The filing details the issuance of $3.0 billion in aggregate principal amount of senior notes, structured as follows:
- 2014 Notes: $1,250,000,000 principal amount, 7.25% interest rate, due May 20, 2014.
- 2019 Notes: $1,750,000,000 principal amount, 8.125% interest rate, due May 20, 2019.
The securities were sold to underwriters at 99.492% of the principal amount for the 2014 Notes and 99.225% for the 2019 Notes. The filing does not provide specific revenue, profit, cash flow, or margin figures for the period.
Material Changes
The primary material change is the increase in long-term debt obligations resulting from the new issuance. The company executed a Terms Agreement with underwriters including Banc of America Securities LLC, Citigroup Global Markets Inc., Goldman, Sachs & Co., J.P. Morgan Securities Inc., and UBS Securities LLC. The notes were issued under the Senior Debt Indenture dated August 1, 2007.
Guidance, Outlook, and Risks
The filing does not contain management commentary, forward-looking guidance, or specific risk factors beyond the standard disclosure that the summary is qualified by reference to the attached Terms Agreement and Forms of Global Notes. No unusual items or contingencies are described in the text provided.
Investor Verification Checklist
- Verify the total net proceeds received after deducting underwriting discounts (calculated from the 99.492% and 99.225% issuance prices).
- Review the attached Terms Agreement (Exhibit 1.0) for specific covenants and redemption provisions.
- Confirm the impact of the new debt on the company's overall leverage ratios and liquidity position.
- Check subsequent filings for the use of proceeds from this $3.0 billion issuance.