Filed Pursuant to Rule 424(b)(2)
Registration No. 333-253057
SUBJECT TO COMPLETION, DATED JULY 27, 2021
PRELIMINARY PROSPECTUS SUPPLEMENT
(To Prospectus Dated February 12, 2021)
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American Express Company
Depositary Shares
Each Representing a 1/1,000th Interest in a Share of
% Fixed Rate Reset Noncumulative Preferred Shares, Series D
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We are offering depositary shares, each representing a 1/1,000th interest in a perpetual % Fixed Rate Reset Noncumulative Preferred Share, Series D, $1.662∕3 par value, with a liquidation preference of $1,000,000 per share (equivalent to $1,000 liquidation preference per depositary share) (the “Preferred Shares”). Each depositary share, evidenced by a depositary receipt, entitles the holder, through the depositary, to a proportional fractional interest in all rights and preferences of the Preferred Shares (including dividend, voting, redemption, and liquidation rights).
We will pay cash dividends on the Preferred Shares, only when, as, and if declared by our board of directors, or a duly authorized committee of the board, out of funds legally available for such payments, quarterly in arrears, on the of , , and of each year (each, a “dividend payment date”), beginning on , 2021 (i) from the date of issuance of the Preferred Shares to, but excluding, , 2026, at an annual rate of % on the liquidation preference amount of $1,000,000 per Preferred Share (equivalent to $ per depositary share per year), and (ii) from, and including, , 2026, for each reset period, at an annual rate equal to the five-year treasury rate as of the most recent reset dividend determination date (as described in “Description of the Preferred Shares—Dividends” below) plus % on the liquidation preference amount of $1,000,000 per Preferred Share. Upon the payment of any dividends on the Preferred Shares, holders of depositary shares will be entitled to receive a related proportionate payment.
Dividends on the Preferred Shares will not be cumulative and will not be mandatory. If a dividend is not declared on the Preferred Shares for any dividend period prior to the related dividend payment date, then no dividend will accrue or accumulate for such dividend period, and we will have no obligation to pay a dividend for that dividend period on the related dividend payment date or at any future time, whether or not dividends on the Preferred Shares or any other series of preferred shares or common shares are declared for any future dividend period.
We may redeem the Preferred Shares (i) in whole or in part, from time to time, in each case on any dividend payment date on or after , 2026, or (ii) in whole but not in part at any time within 90 days following a Regulatory Capital Event (as defined under “Description of the Preferred Shares—Optional Redemption”), in the case of each clause (i) and (ii) at a cash redemption price equal to $1,000,000 per Preferred Share (equivalent to $1,000 per depositary share) plus any declared and unpaid dividends, without accumulation of any undeclared dividends, to, but excluding, the redemption date. If we redeem the Preferred Shares, the depositary will redeem a proportionate number of depositary shares. Under current rules and regulations, we would need prior regulatory approval to redeem the Preferred Shares.
The Preferred Shares will not have voting rights, except in the limited circumstances described under “Description of the Preferred Shares—Voting Rights” and as specifically required by the laws of the State of New York.
The depositary shares will not be listed on any securities exchange.
We will only issue the depositary shares in book-entry form registered in the name of a nominee of The Depository Trust Company (“DTC”), New York, New York. Beneficial interests in the depositary shares will be shown on, and transfers of such interests will be made only through, records maintained by DTC and its participants, including Clearstream Banking, société anonyme, and Euroclear Bank SA/NV, as operator of the Euroclear system. Except as described in this prospectus supplement, we will not issue depositary shares in definitive form.
The underwriters are offering the depositary shares for sale in those jurisdictions both inside and outside the United States where it is lawful to make such offers.
Investing in the depositary shares involves risks. You should carefully consider the information under “Risk Factors” beginning on page S-7 of this prospectus supplement, on page 2 of the accompanying prospectus and on page 23 of our Annual Report on Form 10-K for the year ended December 31, 2020 incorporated herein by reference.
Neither the depositary shares nor the Preferred Shares are deposits or savings accounts. These securities are not insured by the Federal Deposit Insurance Corporation or by any other governmental agency or instrumentality.
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Per Depositary
Share
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Total
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Public Offering Price(1)
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$ |
1,000 |
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$ |
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Underwriting Discount
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$ |
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$ |
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Proceeds to us (before expenses)(1)
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$ |
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$ |
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(1)
Plus accrued dividends, if any, from , 2021 to the date of delivery.
Delivery of the depositary shares will be made on or about , 2021.
Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus supplement or the accompanying prospectus is truthful or complete. Any representation to the contrary is a criminal offense.
Joint Book-Running Managers
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Citigroup
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Credit Suisse
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Barclays
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HSBC
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RBC Capital Markets
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Wells Fargo Securities
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The date of this prospectus supplement is , 2021.