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|Discover Financial Services Commences Exchange Offers for Outstanding Senior Notes Due 2019 and 2017 from Eligible Holders|
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 following table sets forth the Old Notes that are subject to the Exchange Offers:
Upon the terms and subject to the conditions of the Exchange Offers, the Company will make offers to Eligible Holders:
The Company will only accept validly tendered 6.450% Notes if less than
The Exchange Offers are subject to certain conditions, including the
requirement that a minimum of
Eligible Holders who validly tender and who do not validly withdraw
their Old Notes prior to 5:00 p.m., New York City time, on April 20,
2012, subject to any extension by the Company, will receive an early
exchange premium equal to
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.
Tenders of Old Notes in the Exchange Offers may be validly withdrawn at
any time prior to 5:00 p.m., New York City time, on
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
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.