ADM Announces Commencement of Private Exchange Offers
DECATUR, Ill. -- September 14, 2012
Archer Daniels Midland Company (NYSE: ADM) announced today the commencement of
a private offer to exchange up to $600,000,000 (the “Exchange Limit”) of its
outstanding 6.95% Debentures due 2097 (CUSIP No. 039483AP7), 5.765% Debentures
due 2041 (CUSIP No. 039483BC5), 7.00% Debentures due 2031 (CUSIP No.
039483AS1), 6.45% Debentures due 2038 (CUSIP No. 039483AX0), 5.935% Debentures
due 2032 (CUSIP No. 039483AT9), 6.625% Debentures due 2029 (CUSIP No.
039483AR3), 7.50% Debentures due 2027 (CUSIP No. 039483AM4), and 6.75%
Debentures due 2027 (CUSIP No. 039483AN2) (collectively, the “Old Debentures”)
for new senior debentures due 2043 (the “New Debentures”) and cash (the
The Exchange Offers are being conducted by ADM upon the terms and subject to
the conditions set forth in a confidential offering memorandum, dated
September 14, 2012, 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 Old Debentures will be accepted for exchange up to the Exchange Limit
based on the acceptance priority level for each series as specified in the
ADM is undertaking the offer to exchange higher coupon debt for lower coupon
debt and additional consideration.
The Exchange Offers are subject to certain conditions, including the
requirement that a sufficient principal amount of Old Debentures has been
validly tendered and not validly withdrawn such that a minimum of $250,000,000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 Settlement Date (as defined below) and that the
yield on the Reference Treasury (as defined below) is not less than 2.5% or
more than 3.6% at the Pricing Time, which is 2:00 p.m., New York City time, on
September 27, 2012 (subject to extension by ADM), except that in the case of
the Exchange Offer for the 6.95% Debentures due 2097, the yield on the
Reference Treasury may not be less than 2.67% or more than 3.34% at the
Pricing Time. The “Settlement Date” will be promptly after the Expiration
Date, which is 11:59 p.m., New York City time, on October 12, 2012 (subject to
extension by ADM), and is expected to be on the second business day after the
Expiration Date. The “Reference Treasury” is the 3.00% United States Treasury
due May 15, 2042.
Subject to the Exchange Limit, Eligible Holders who validly tender and who do
not validly withdraw their Old Debentures prior to 5:00 p.m., New York City
time, on September 27, 2012, subject to any extension by ADM, will be eligible
to receive an early participation premium equal to $30 per $1,000 principal
amount of Old Debentures.
The Exchange Offers will expire at 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 27, 2012, subject to
extension by ADM, but not thereafter, except in certain limited circumstances
where additional withdrawal rights are required by law.
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. The Company 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.
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.
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, 2012 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
Archer Daniels Midland Company
Media Relations Contact
Jackie Anderson, 217-424-5413
Investor Relations Contact
Ruth Ann Wisener, 217-451-8286
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