NEW CASTLE, Del.--(BUSINESS WIRE)--Nov. 2, 2012--
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Notes validly tendered for exchange and not validly withdrawn as of 5:00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:
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Principal Amount Tendered
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CUSIP
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Title of
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Principal Amount
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Exchange
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as of Early Participation
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Number
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Security
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Outstanding
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Offer Cap
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Date
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25466AAA9
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8.70% Subordinated
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$700,000,000
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$500,000,000
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$620,051,000
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Notes Due 2019
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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may no longer be withdrawn, except in certain limited circumstances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.
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