RIVERWOODS, Ill., Apr 23, 2012 (BUSINESS WIRE) --Discover Financial Services (the "Company") (NYSE: DFS) announced today
the early results of its private offers to exchange certain of its
outstanding notes (collectively, the "Old Notes") for new Senior Notes
due 2022 (the "New Notes") and cash (the "Exchange Offers").
Based on information provided by D.F. King & Co., Inc., the exchange
agent for the Exchange Offers, the aggregate principal amount of Old
Notes validly tendered for exchange and not validly withdrawn as of 5:00
p.m., New York City time, on April 20, 2012 (the "Early Participation
Date"), exceeded the amount required for the issuance of at least $250
million aggregate principal amount of New Notes in accordance with the
terms of the Exchange Offers.
In accordance with the terms and conditions of the Exchange Offers, the
Company will accept $307,527,000 aggregate principal amount of the
10.250% Senior Notes due 2019 (the "10.250% Notes") that were tendered
for exchange at or prior to the Early Participation Date. The Company
expects to deliver New Notes and cash in exchange for such accepted
10.250% Notes on April 27, 2012. Since more than $250 million aggregate
principal amount of New Notes will be issued in exchange for 10.250%
Notes, none of the 6.450% Senior Notes due 2017 will be accepted in the
Exchange Offers.
The following table indicates, among other things, the principal amount
of 10.250% Notes validly tendered as of the Early Participation Date and
the principal amount of 10.250% Notes to be accepted for exchange as of
the Early Participation Date:
|
CUSIP
Number
|
|
Title of
Security
|
|
Principal
Amount
Outstanding
|
|
Maximum
Acceptance
Limit
|
|
Principal Amount
Tendered as of Early
Participation Date
|
|
Principal Amount
Accepted as of Early
Participation Date
|
|
254709AE8
|
|
10.250% Notes
|
|
$400,000,000
|
|
N/A
|
|
$307,527,000
|
|
$307,527,000
|
The Exchange Offers will expire at 11:59 p.m., New York City time,
on May 4, 2012, unless extended or earlier terminated by the Company. In
accordance with the terms of the Exchange Offers, tendered Old Notes may
no longer be withdrawn, except in certain limited circumstances where
additional withdrawal rights are required by law.
The Exchange Offers are being conducted by the Company upon the terms
and subject to the conditions set forth in a confidential offering
memorandum, dated April 9, 2012, and related letter of transmittal. The
Exchange Offers are only extended, and copies of the offering documents
will only be made available, to a holder of Old 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 New Notes will not be registered under the Securities Act or any
state securities laws. Therefore, the New 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 Company will enter into a
registration rights agreement with respect to the New Notes.
Documents relating to the Exchange Offers will only be distributed to
holders of the Old Notes that complete and return a letter of
eligibility confirming that they are Eligible Holders. Holders of the
Old Notes that desire a copy of the eligibility letter may contact D.F.
King & Co., Inc., the information agent for the Exchange Offers, by
calling toll-free (800) 848-3416 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 Offers 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 Company'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 Company undertakes no obligation
to update any forward-looking statement.
SOURCE: Discover Financial Services
Discover Financial Services
Investors:
William
Franklin, 224-405-1902
williamfranklin@discover.com
or
Media:
Jon
Drummond, 224-405-1888
jondrummond@discover.com
