Attached files
| file | filename |
|---|---|
| 8-K - FORM 8-K - Archer-Daniels-Midland Co | d235303d8k.htm |
| EX-99.2 - PRESS RELEASE, DATED SEPTEMBER 22, 2011 - Archer-Daniels-Midland Co | d235303dex992.htm |
Exhibit 99.1
|
Archer Daniels Midland Company 4666 Faries Parkway Decatur, IL 62526 | |||
| News Release | ||||
| September 21, 2011 | FOR IMMEDIATE RELEASE | |||
ADM ANNOUNCES PRICING OF PRIVATE EXCHANGE OFFERS
Archer Daniels Midland Company (NYSE: ADM) announced today the pricing terms of its previously announced private offers to exchange any and all of its outstanding debentures listed below (collectively, the “Old Debentures”) for new senior Debentures due 2042 (the “New Debentures”) and, for some series of Old Debentures, New Debentures and cash (the “Exchange Offers”), established as of 11:00 a.m., New York City time, on September 21, 2011 (the “Pricing Time”) in accordance with ADM’s offering memorandum dated September 8, 2011 (the “Offering Memorandum”) and the related letter of transmittal. ADM also announced that the coupon on the New Debentures will be 4.535%, which has been determined in accordance with the Offering Memorandum. The Reference United States Treasury Security used to determine the coupon on the New Debentures and the total exchange price to be received in each Exchange Offer (the “Total Exchange Price”) for all of the Old Debentures is the 4.375% United States Treasury due May 15, 2041 (the “Reference Treasury”). The bid-side yield of the Reference Treasury as of the Pricing Time was 3.185%.
Set forth in the table below is the Total Exchange Price for each $1,000 principal amount of Old Debentures validly tendered (and not validly withdrawn) and accepted by ADM at or prior to the Early Participation Date (as defined below), determined in accordance with the Offering Memorandum, and the consideration to be received for the Total Exchange Price for each series of Old Debentures. Old Debentures validly tendered in the Exchange Offers at or prior to 5:00 p.m. New York City time, on September 21, 2011 (the “Early Participation Date”) and not validly withdrawn at or prior to the Withdrawal Deadline (as defined below) are expected to settle on September 26, 2011 (the “Early Settlement Date”), unless extended by ADM.
| Consideration for Total Exchange Price(4) |
||||||||||||||||||||||||||||
| CUSIP No. |
Title of Series |
Outstanding Principal Amount |
Fixed Spread (in basis points) |
Yield Used to Determine Total Exchange Price(1) |
Exchange Price(2)(3) |
Total Exchange Price(2)(3) |
Principal Amount of New Debentures |
Cash | ||||||||||||||||||||
| 039483AM4 | 7.50% Debentures due 2027 | $ | 281,891,000 | +55 bp | 3.735 | % | $ | 1,409.34 | $ | 1,439.34 | $ | 1,439.34 | $ | 0.00 | ||||||||||||||
| 039483AN2 | 6.75% Debentures due 2027 | $ | 200,000,000 | +65 bp | 3.835 | % | $ | 1,319.54 | $ | 1,349.54 | $ | 1,349.54 | $ | 0.00 | ||||||||||||||
| 039483AR3 | 6.625% Debentures due 2029 | $ | 297,500,000 | +72.5 bp | 3.910 | % | $ | 1,313.03 | $ | 1,343.03 | $ | 1,343.03 | $ | 0.00 | ||||||||||||||
| 039483AS1 | 7.00% Debentures due 2031 | $ | 245,668,000 | +85 bp | 4.035 | % | $ | 1,365.49 | $ | 1,395.49 | $ | 1,395.49 | $ | 0.00 | ||||||||||||||
| 039483AX0 | 6.45% Debentures due 2038 | $ | 215,441,000 | +112.5 bp | 4.310 | % | $ | 1,304.69 | $ | 1,334.69 | $ | 1,083.67 | $ | 251.02 | ||||||||||||||
| 039483AP7 | 6.95% Debentures due 2097 | $ | 250,000,000 | +155 bp | 4.735 | % | $ | 1,429.41 | $ | 1,459.41 | $ | 1,229.71 | $ | 229.70 | ||||||||||||||
| (1) | The yield used for each series of Old Debentures equals the bid-side yield on the Reference Treasury plus the applicable fixed spread. |
| (2) | Per $1,000 principal amount of Old Debentures. Does not reflect any accrued and unpaid interest, which will be paid up to, but not including, the applicable settlement date, as described in the Offering Memorandum. |
| (3) | The Total Exchange Price includes $30 per $1,000 principal amount of Old Debentures as the Early Participation Premium. Eligible Holders (as defined below) who validly tender their Old Debentures after the Early Participation Date but at or prior to the Expiration Date will be eligible to receive consideration equal to the Exchange Price, which is the Total Exchange Price minus the Early Participation Premium. |
| (4) | The consideration received for the Exchange Price will be paid in New Debentures except that the Exchange Price for the 6.45% Debentures due 2038 and the 6.95% Debentures due 2097 will be paid with cash payments of $228.52 and $214.70, respectively, with the remainder paid in New Debentures. |
The Exchange Offers will expire at 11:59 p.m., New York City time, on October 5, 2011, unless extended by ADM (the “Expiration Date”). Tenders of Old Debentures in the Exchange Offers may be validly withdrawn at any time at or prior to 5:00 p.m., New York City time on September 21, 2011, subject to extension by ADM (the “Withdrawal Deadline”), but not thereafter, except in certain limited circumstances where additional withdrawal rights are required by law. The Exchange Offers are being conducted by ADM upon the terms and subject to the conditions set forth in the Offering Memorandum and related letter of transmittal. The Exchange Offers are only extended, and copies of the offering documents will only be made available, to any holder of the Old Debentures that has certified its status as (1) a “qualified institutional buyer” as defined in Rule 144A under the Securities Act of 1933, as amended (“Securities Act”) or (2) a person who is not a “U.S. person” as defined in Regulation S under the Securities Act (each, an “Eligible Holder”).
The Exchange Offers remain subject to the condition that a sufficient principal amount of Old Debentures have been validly tendered and not validly withdrawn prior to the Early Participation Date such that a minimum of $250,000,000 aggregate principal amount of New Debentures will be issuable in exchange for such Old Debentures on the Early Settlement Date. The condition that the yield on the Reference Treasury is not more than 4.15% at the Pricing Time has been met.
The New Debentures have not been registered under the Securities Act or any state securities laws. Therefore, the New Debentures 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. ADM will enter into a registration rights agreement with respect to the New Debentures.
Documents relating to the Exchange Offers will only be distributed to holders of the Old Debentures that complete and return a certification of eligibility confirming that they are Eligible Holders. Holders of the Old Debentures that desire access to the electronic eligibility form should contact D.F. King & Co., Inc., the information agent for the Exchange Offers, at (800) 431-9645 (U.S. Toll-free) or (212) 269-5550 (Collect). Holders that wish to receive the offering documents can certify their eligibility at http://www.dfking.com/adm.
| Contacts: | ||
| Media: | Investors: | |
| David Weintraub | Dwight Grimestad | |
| Director, External Communications | Vice President, Investor Relations | |
| 217/424-5413 | 217/424-4586 | |
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 offering memorandum and related letter of transmittal and only to such persons and in such jurisdictions as is permitted under applicable law.
FORWARD-LOOKING INFORMATION
This press release includes forward-looking statements, within the meaning of the Private Securities Litigation Reform Act of 1995, that are subject to risks, uncertainties and other factors, including the current market demand for these types of securities and the securities of ADM and the negotiations between ADM and the dealer managers. These risks, uncertainties and other factors could cause actual results to differ materially from those referred to in the forward-looking statements. The reader is cautioned not to rely on these forward-looking statements. Other risks that could impact the offering are described in detail in the ADM Annual Report on Form 10-K for the fiscal year ended June 30, 2011 as filed with the U.S. Securities and Exchange Commission. All forward-looking statements are based on information currently available to ADM and ADM assumes no obligation to update any such forward-looking statements.