Discover Bank Announces Final Results of Private Exchange Offer
19 Novembre 2012 - 5:00PM
Business Wire
Discover Bank (the “Bank”) announced today the final results of
its private offer to exchange up to an aggregate principal amount
of $500 million of its outstanding 8.70% Subordinated Notes
Due 2019 (the “Bank Notes”) for new 3.850% Senior Notes Due 2022 of
its parent company Discover Financial Services (the “DFS Notes”)
and cash (the “Exchange Offer”).
The Exchange Offer expired at 11:59 p.m., New York City time, on
November 16, 2012 (the “Expiration Date”).
Based on information provided by D.F. King & Co., Inc., the
exchange agent for the Exchange Offer, as of the Expiration Date,
$620,051,000 aggregate principal amount of Bank Notes had been
validly tendered for exchange and not validly withdrawn,
representing approximately 88.58% of the outstanding Bank
Notes.
In accordance with the terms and conditions of the Exchange
Offer, the Bank will accept $500,000,000 aggregate principal amount
of the Bank Notes that were tendered for exchange.
The Bank expects settlement to take place on November 21, 2012.
The DFS Notes have not been and will not be registered under the
Securities Act of 1933 (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. The Bank
has entered into a registration rights agreement with respect to
the DFS Notes.
This press release is not an offer to sell or a solicitation of
an offer to buy any security. The Exchange Offer is 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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