Discover Bank Announces Early Results of Exchange Offer
02 Novembre 2012 - 3:47PM
Business Wire
Discover Bank (the “Bank”) announced today the early results of
its private offer to exchange certain of its outstanding notes
(collectively, the “Bank Notes”) for new senior notes of its parent
company Discover Financial Services (“DFS”) due November 21, 2022
(the “DFS Notes”) and cash (the “Exchange Offer”).
Based on information provided by D.F. King & Co., Inc., the
exchange agent for the Exchange Offer, the aggregate principal
amount of Bank Notes validly tendered for exchange and not validly
withdrawn as of 5:00 p.m., New York City time, on November 1, 2012
(the “Early Participation Date”), exceeded the amount required for
the issuance of at least $250 million aggregate principal amount of
DFS Notes in accordance with the terms of the Exchange Offer.
The following table indicates, among other things, the principal
amount of Bank Notes validly tendered as of the Early Participation
Date:
Principal Amount Tendered
CUSIP Title of Principal Amount
Exchange as of Early Participation Number
Security Outstanding Offer Cap Date
25466AAA9 8.70% Subordinated $700,000,000 $500,000,000 $620,051,000
Notes Due 2019
The Exchange Offer will expire at 11:59 p.m., New York
City time, on November 16, 2012, unless extended or
earlier terminated by the Bank. In accordance with the terms of the
Exchange Offer, tendered Bank Notes may no longer be withdrawn,
except in certain limited circumstances where additional withdrawal
rights are required by law.
The Exchange Offer is being conducted by the Bank upon the terms
and subject to the conditions set forth in a confidential offering
memorandum, dated October 19, 2012, and related letter of
transmittal. The Exchange Offer is only extended, and copies of the
offering documents will only be made available, to a holder of Bank
Notes that has certified its status as (1) a “Qualified
Institutional Buyer” as defined in Rule 144A under the Securities
Act of 1933 (the “Securities Act”) or (2) (A) a person who is not a
“U.S. person” as defined in Regulation S under the Securities Act
and (B) if resident and/or located in any Member State of the
European Economic Area which has implemented provisions of the
Directive 2003/71/EC (as amended, including pursuant to Directive
2010/73/EU, the “Prospectus Directive”), a qualified investor as
defined in Article 2.1(e) of the Prospectus Directive (each, an
“Eligible Holder”).
The DFS Notes will not be registered under the Securities Act or
any state securities laws. Therefore, the DFS Notes may not be
offered or sold in the United States absent registration
or an applicable exemption from the registration requirements of
the Securities Act and any applicable state securities laws. DFS
will enter into a registration rights agreement with respect to the
DFS Notes.
Documents relating to the Exchange Offer will only be
distributed to holders of the Bank Notes that complete and return a
letter of eligibility confirming that they are Eligible Holders.
Holders of the Bank Notes that desire to review the eligibility
letter may visit the website for this purpose at http://www.dfking.com/discover or contact
D.F. King & Co., Inc., the information agent for the Exchange
Offer, by calling toll-free (800) 859-8509 or at (212) 269-5550
(banks and brokerage firms).
This press release is not an offer to sell or a solicitation of
an offer to buy any security. The Exchange Offer are being made
solely by the Confidential Offering Memorandum and related letter
of transmittal and only to such persons and in such jurisdictions
as is permitted under applicable law.
This press release contains certain statements that are
forward-looking within the meaning of the Private Securities
Litigation Reform Act of 1995. These statements are not guarantees
of future performance and involve certain risks, uncertainties and
assumptions that are difficult to predict. Actual outcomes and
results may differ materially from those expressed in, or implied
by, the Bank’s forward-looking statements. Words such as “expects,”
“anticipates,” believes,” “estimates” and other similar expressions
or future or conditional verbs such as “will,” “should,” “would”
and “could” are intended to identify such forward-looking
statements. Forward-looking statements speak only as of the date of
this press release, and the Bank undertakes no obligation to update
any forward-looking statement.
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