DECATUR, Ill.--(BUSINESS WIRE)--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 “Exchange
Offers”).
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 offering documents.
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been validly tendered and not validly withdrawn such that a minimum of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.
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, 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 forward-looking statements.
Archer Daniels Midland Company
Media Relations Contact
Jackie Anderson, 217-424-5413
media@adm.com
or
Investor Relations Contact
Ruth Ann Wisener, 217-451-8286