Exhibit 4.1
DISCOVER FINANCIAL
SERVICES
10.250% RATE SENIOR
NOTE
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REGISTERED
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$400,000,000
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No. Fixed-
[ ]
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CUSIP:
254709AE8
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UNLESS THIS CERTIFICATE IS PRESENTED
BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (55
WATER STREET, NEW YORK, NEW YORK) TO THE ISSUER OR ITS AGENT FOR
REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE
ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH
OTHER NAME AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY AND ANY PAYMENT IS MADE TO CEDE &
CO., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED
OWNER HEREOF, CEDE & CO., HAS AN INTEREST
HEREIN.
UNLESS AND UNTIL IT IS EXCHANGED IN
WHOLE OR IN PART FOR NOTES IN DEFINITIVE REGISTERED FORM, THIS NOTE
MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO THE
NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE
DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE
DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A
NOMINEE OF SUCH SUCCESSOR DEPOSITARY.
DISCOVER FINANCIAL
SERVICES
10.250% SENIOR NOTE DUE
2019
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INTEREST
RATE:
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ORIGINAL ISSUE
DATE:
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MATURITY
DATE:
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10.250%
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July 15,
2009
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July 15,
2019
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INTEREST
PAYMENT DATES:
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INTEREST
ACCRUAL DATE:
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REPAYMENT AT
OPTION OF HOLDER:
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Each January 15
and July 15, commencing January 15, 2010.
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July 15,
2009
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Yes, only as
described herein
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INTEREST
PAYMENT PERIOD:
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TAX REDEMPTION
AND PAYMENT OF ADDITIONAL AMOUNTS:
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MINIMUM
DENOMINATIONS:
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Semiannually
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Yes
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$2,000 and
integral multiples of $1,000 in excess thereof
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DISCOVER FINANCIAL SERVICES, a
Delaware corporation (together with its successors and assigns, the
“ Issuer ”), for value received, hereby promises
to pay to CEDE & CO., or registered assignees, the
principal sum of $400,000,000 on the Maturity Date specified above
(except to the extent redeemed or repaid prior to maturity) and to
pay interest thereon at the Interest Rate per annum specified
above, from and including the Interest Accrual Date specified above
until the principal hereof is paid or duly made available for
payment semiannually in arrears on each Interest Payment Date (as
specified above), commencing on the Interest Payment Date next
succeeding the Interest Accrual Date specified above, and on the
Maturity Date (or on any redemption or repayment date);
provided , however , that if the Interest Accrual
Date occurs between a Record Date, as defined below, and the next
succeeding Interest Payment Date, interest payments will commence
on the second Interest Payment Date succeeding the Interest Accrual
Date to the registered Holder of this Note on the Record Date with
respect to such second Interest Payment Date; and provided ,
further , that if the Interest Payment Date or the Maturity
Date (or any redemption or repayment date) does not fall on a
Business Day, as defined below, payment of interest, premium, if
any, or principal otherwise payable on such date need not be made
on such date, but may be made on the next succeeding Business Day
with the same force and effect as if made on the Interest Payment
Date or on the Maturity Date (or any redemption or repayment date),
and no interest on such payment shall accrue for the period from
and after the Interest Payment Date or the Maturity Date (or any
redemption or repayment date) to such next succeeding Business
Day.
Interest on this Note will accrue
from and including the most recent date to which interest has been
paid or duly provided for, or, if no interest has been paid or duly
provided for, from and including the Interest Accrual Date, until
but excluding the date the principal hereof has been paid or duly
made available for payment. The interest so payable, and punctually
paid or duly provided for, on any Interest Payment Date will,
subject to certain exceptions described herein, be paid to the
person in whose name this Note (or one or more predecessor Notes)
is registered at the close of business on the January 1 and
July 1 immediately preceding such Interest Payment Date
(whether or not a Business Day) (each such date, a “
Record Date ”); provided , however ,
that interest payable at maturity (or any redemption or repayment
date) will be payable to the person to whom the principal hereof
shall be payable. As used herein, “ Business Day
” means any day, other than a Saturday or Sunday, that is
neither a legal holiday
2
nor a day on which banking institutions are
authorized or required by law or regulation to close in The City of
New York.
Payment of the principal of and
premium, if any, and interest on this Note due at maturity (or any
redemption or repayment date) will be made in immediately available
funds upon surrender of this Note at the office or agency of the
Paying Agent, as defined on the reverse hereof, maintained for that
purpose in the Borough of Manhattan, The City of New York, or at
such other paying agency as the Issuer may determine, in U.S.
dollars. U.S. dollar payments of interest, other than interest due
at maturity or on any date of redemption or repayment, will be made
by U.S. dollar check mailed to the address of the person entitled
thereto as such address shall appear in the Note
register.
Reference is hereby made to the
further provisions of this Note set forth on the reverse hereof,
which further provisions shall for all purposes have the same
effect as if set forth at this place.
Unless the certificate of
authentication hereon has been executed by the Trustee referred to
on the reverse hereof by manual signature, this Note shall not be
entitled to any benefit under the Senior Indenture, as defined on
the reverse hereof, or be valid or obligatory for any
purpose.
3
IN WITNESS WHEREOF, the Issuer has
caused this Note to be duly executed.
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DATED:
July 15, 2009
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DISCOVER
FINANCIAL SERVICES
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By:
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Name:
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Title:
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TRUSTEE’S CERTIFICATE OF
AUTHENTICATION
This is one of the Securities
referred to in the within-mentioned Senior Indenture.
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U.S. BANK NATIONAL ASSOCIATION
as Trustee
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By:
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Authorized
Officer
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[Signature Page to Senior
Note]
4
[FORM OF REVERSE OF
SECURITY]
This Note is one of the duly
authorized debt securities of the Issuer of a series designated as
the 10.250% Senior Notes due 2019 (the “ Notes
”). The Notes are issuable under a Senior Indenture, dated as
of June 12, 2007, between the Issuer and U.S. Bank National
Association, as Trustee (the “ Trustee ,” which
term includes any successor trustee under the Senior Indenture) (as
may be amended or supplemented from time to time, the “
Senior Indenture ”), to which Senior Indenture and all
indentures supplemental thereto reference is hereby made for a
statement of the respective rights, limitations of rights, duties
and immunities of the Issuer, the Trustee and Holders of the Notes
and the terms upon which the Notes are, and are to be,
authenticated and delivered. The Issuer has appointed U.S. Bank
National Association, at its corporate trust office in The City of
New York, as the paying agent (the “ Paying Agent
,” which term includes any additional or successor Paying
Agent appointed by the Issuer) with respect to this Note. To the
extent not inconsistent herewith, the terms of the Senior Indenture
are hereby incorporated by reference herein.
This Note does not have the benefit
of a sinking fund.
Interest payments on this Note will
include interest accrued to but excluding the Interest Payment
Dates or the Maturity Date (or any earlier redemption or repayment
date), as the case may be. Interest payments for this Note will be
computed and paid on the basis of a 360-day year of twelve 30-day
months.
This Note may be redeemed, in whole
or in part, at the Issuer’s option at any time at a
make-whole redemption price equal to (A) the greater of
(i) 100% of the principal amount of the portion of this Note
to be redeemed, and (ii) the sum of the present values of the
remaining scheduled payments of principal and interest on such
portion to be redeemed (not including any portion of such payments
of interest accrued to the date of redemption) discounted to the
date of redemption on a semiannual basis (assuming a 360-day year
consisting of twelve 30-day months) at the Treasury Rate (as
defined below), plus 50 basis points, as calculated by the Premium
Calculation Agent (as defined below); plus (B) accrued and
unpaid interest on the principal amount being redeemed to the
redemption date.
The Treasury Rate will be calculated
on the third business day preceding the redemption date.
The Issuer will mail a notice of
redemption to DTC, as Holder of the Note, by first-class mail at
least 30 and not more than 60 days prior to the date fixed for
redemption in such notice. Unless the Issuer defaults on payment of
the redemption price, interest will cease to accrue on the Notes or
portions thereof called for redemption on the applicable redemption
date. If fewer than all of the Notes are to be redeemed, the
Trustee will select the particular Notes or portions thereof for
redemption from the outstanding Notes not previously called for
redemption by such method as the Trustee deems fair and
appropriate.
“ Comparable Treasury
Issue ” means the U.S. Treasury security selected by the
Premium Calculation Agent as having a maturity comparable to the
remaining term (“ Remaining Life ”) of the Notes
to be redeemed that would be utilized, at the time of selection and
in accordance with customary financial practice, in pricing new
issues of corporate debt securities of comparable maturity to the
remaining term of such Notes to be redeemed.
“ Comparable Treasury
Price ” means, with respect to a redemption date,
(1) the average of five Reference Treasury Dealer Quotations
for such redemption date, after excluding the highest and lowest
Reference Treasury Dealer Quotations or (2) if the Premium
Calculation Agent obtains fewer than five such Reference Treasury
Dealer Quotations, the average of all such quotations.
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“ Premium Calculation
Agent ” means J.P. Morgan Securities Inc., or if that
firm is unwilling or unable to select the Comparable Treasury
Issue, an investment banking institution of national standing
appointed by the Trustee after consultation with the
Issuer.
“ Reference Treasury
Dealer ” means (1) J.P. Morgan Securities Inc. and
its successors; provided , that if the foregoing shall cease
to be a primary U.S. government securities dealer in New York City
(a “ Primary Treasury Dealer ”) the Issuer will
substitute therefor another Primary Treasury Dealer and
(2) any other Primary Treasury Dealers selected by the Premium
Calculation Agent after consultation with the Issuer.
“ Reference Treasury Dealer
Quotations ” means, with respect to each Reference
Treasury Dealer and any redemption date, the average, as determined
by the Premium Calculation Agent, of the bid and asked prices for
the Comparable Treasury Issue (expressed in each case as a
percentage of its principal amount) quoted in writing to the
Premium Calculation Agent at 5:00 p.m., New York City time, on the
third business day preceding such redemption date.
“ Treasury Rate ”
means, with respect to any redemption date, the rate per annum
equal to the semiannual equivalent yield to maturity of the
Comparable Treasury Issue, calculated using a price for the
Comparable Treasury Issue (expressed as a percentage of its
principal amount) equal to the Comparable Treasury Price for such
redemption date.
The Issuer shall notify the Trustee
of the redemption price promptly after the calculation thereof and
such Trustee will have no responsibility for calculating the
redemption price.
If a Change of Control Triggering
Event (defined below) occurs, the Holder of this Note will have the
right to require the Issuer to repurchase all or any part (equal to
$2,000 or an integral multiple of $1,000 in excess thereof) of this
Note pursuant to the offer described below (the “ Change
of Control Offer ”) on the terms set forth herein (except
to the extent of any part of this Note with respect to which the
Issuer previously exercised its right to redeem (as described
above)). In the Change of Control Offer, the Issuer shall offer
payment in cash equal to 101% of the aggregate principal amount of
this Note repurchased, plus accrued and unpaid interest, if any, on
the portion of this Note repurchased, to the date of purchase (the
“ Change of Control Payment ”). Within 30 days
following any Change of Control Triggering Event, the Issuer shall
mail a notice to the Holder of this Note describing the transaction
or transactions that constitute the Change of Control Triggering
Event and offering to repurchase all or part of this Note on the
date specified in the notice, which date will be no earlier than 30
days and no later than 60 days from the date such notice is mailed
(the “ Change of Control Payment Date ”),
pursuant to the procedures required by this Note and described in
such notice. The Issuer shall comply with the requirements of Rule
14e-1 under the Securities Exchange Act of 1934, as amended (the
“ Exchange Act ”) and any other securities laws
and regulations thereunder to the extent those laws and regulations
are applicable in connection with the repurchase of all or part of
this Note as a result of a Change of Control Triggering Event. To
the extent that the provisions of any securities laws or
regulations conflict with the Change of Control provisions of this
Note, the Issuer shall comply with the applicable securities laws
and regulations and will not be deemed to have breached its
obligations under the Change of Control provisions of this Note by
virtue of such conflicts.
On the Change of Control Payment
Date, the Issuer shall, to the extent lawful, (a) accept for
payment all or part of this Note if it is properly tendered
pursuant to the Change of Control Offer; (b) deposit with the
Paying Agent an amount equal to the Change of Control Payment in
respect of all or part of this Note if it is properly tendered; and
(c) deliver or cause to be delivered to the Trustee this Note
properly accepted.
6
The Issuer shall not be required to
make a Change of Control Offer upon the occurrence of a Change of
Control Triggering Event if a third party makes such an offer in
the manner, at the times and otherwise in compliance with the
requirements for an offer made by the Issuer and the third party
purchases all or the part of this Note properly tendered and not
withdrawn under its offer.
If Holders of not less than 90% in
aggregate principal amount of the outstanding Notes properly tender
and do not withdraw such Notes in a Change of Control Offer (or an
offer made by a third party as described above) and the Issuer, or
any third-party making an offer in lieu of the Issuer, as described
above, purchase all of the Notes properly tendered and not
withdrawn by such Holders, the Issuer or the third party making
such offer will have the right, upon not less than 30 nor more than
60 days’ prior notice, given not more than 30 days following
such purchase pursuant to the Change of Control Offer or offer by
such third party described above, to redeem all Notes that remain
outstanding following such purchase at a redemption price in cash
equal to the applicable Change of Control Payment.
For purposes of the foregoing
discussion of a repurchase at the option of Holders:
“ Below Investment Grade
Rating Event ” means this Note is rated below an
Investment Grade Rating by each of the Rating Agencies (as defined
below) on any date from the date of the public notice of an
arrangement that could result in a Change of Control until the end
of the 60-day period following public notice of the occurrence of
the Change of Control (which 60-day period shall