Discover Financial Services (the “Company”) (NYSE: DFS) announced today
the final results of its private offers to exchange certain of its
outstanding notes for new Senior Notes due 2022 (the “New Notes”) and
cash (the “Exchange Offers”).
The Exchange Offers expired at 11:59 p.m., New York City time, on May 4,
2012 (the “Expiration Date”).
Based on information provided by D.F. King & Co., Inc., the exchange
agent for the Exchange Offers, as of the Expiration Date, $321,516,000
aggregate principal amount of 10.250% Senior Notes due 2019 (the
“10.250% Notes”) had been validly tendered for exchange and not validly
withdrawn, representing approximately 80.38% of the outstanding 10.250%
In accordance with the terms and conditions of the Exchange Offers, the
Company has accepted or will accept $321,516,000 aggregate principal
amount of the 10.250% Notes that were tendered for exchange. The Company
expects final settlement to take place on May 8, 2012.
The New 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 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 has entered into a registration rights
agreement with respect to the New Notes.
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
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.