CHICAGO--(BUSINESS WIRE)--Archer Daniels Midland Company (NYSE:ADM) today announced the
commencement of cash tender offers to purchase the 11 series of
Debentures listed in the table below (collectively, the “Debentures” and
each a “series” of Debentures).
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Up to $1,000,000,000 Aggregate Purchase Price of the
Outstanding Debentures Listed Below
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Accept-
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U.S.
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Fixed
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Title of
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Principal
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ance
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Treasury
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Bloomberg
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Spread
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Early
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Hypothetical
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Security
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Amount
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Maximum Tender
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Priority
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Reference
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Reference
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(Basis
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Tender
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Total
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(CUSIP No.)
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Outstanding
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Amount
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Level
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Security
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Page
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Points)
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Payment*
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Consideration*
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6.950%
Debentures
due 2097
(039483
AP7)
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$172,103,000
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N/A
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1
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2.500% due
February
15, 2045
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FIT1
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+170 bps
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$30.00
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$1,506.01
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5.375%
Debentures
due 2035
(039483
AU6)
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$600,000,000
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N/A
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2
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2.500% due
February
15, 2045
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FIT1
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+95 bps
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$30.00
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$1,216.39
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5.765%
Debentures
due 2041
(039483
BC5)
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$595,796,000
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N/A
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3
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2.500% due
February
15, 2045
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FIT1
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+100 bps
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$30.00
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$1,305.16
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5.935%
Debentures
due 2032
(039483
AT9)
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$420,208,000
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N/A
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4
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2.500% due
February
15, 2045
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FIT1
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+85 bps
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$30.00
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$1,279.04
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6.625%
Debentures
due 2029
(039483
AR3)
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$182,213,000
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N/A
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5
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2.125% due
May 15,
2025
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FIT1
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+155 bps
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$30.00
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$1,319.66
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6.750%
Debentures
due 2027
(039483
AN2)
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$123,580,000
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N/A
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6
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2.125% due
May 15,
2025
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FIT1
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+145 bps
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$30.00
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$1,318.78
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7.500%
Debentures
due 2027
(039483
AM4)
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$186,668,000
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N/A
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7
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2.125% due
May 15,
2025
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FIT1
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+145 bps
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$30.00
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$1,374.53
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7.000%
Debentures
due 2031
(039483
AS1)
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$184,580,000
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N/A
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8
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2.500% due
February
15, 2045
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FIT1
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+95 bps
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$30.00
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$1,369.81
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6.450%
Debentures
due 2038
(039483
AX0)
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$153,683,000
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N/A
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9
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2.500% due
February
15, 2045
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FIT1
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+105 bps
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$30.00
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$1,375.04
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8.375%
Debentures
due 2017
(039483
AH5)
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$295,300,000
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N/A
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10
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0.625% due
May 31,
2017
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FIT1
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+25 bps
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$30.00
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$1,132.97
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4.479%
Debentures
due 2021
(039483
BB7)
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$750,000,000
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$250,000,000(a)
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11
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1.375% due
April 30,
2020
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FIT1
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+50 bps
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$30.00
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$1,133.08
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*
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Per $1,000 principal amount of Debentures accepted for purchase
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(a)
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Subject to a maximum tender amount of $250,000,000 aggregate
principal amount as described in the Offer to Purchase
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The terms and conditions of the tender offers are described in the Offer
to Purchase dated June 1, 2015, and related Letter of Transmittal.
Copies of these documents are available to holders from D.F. King & Co.,
Inc., the tender and information agent for the tender offers.
The tender offers will expire at 5:00 p.m., New York City time, on June
30, 2015, unless extended.
Holders must tender their Debentures by 5:00 p.m., New York City time,
on June 12, 2015, unless extended, to be eligible to receive the
applicable total consideration (which includes the applicable early
tender payment set out above). Holders who tender their Debentures after
such date and prior to the expiration date will be eligible to receive
the applicable total consideration less the early tender payment.
The applicable total consideration will be determined as described in
the Offer to Purchase based on the present value of future payments on
the applicable Debentures discounted to the settlement date at a rate
equal to the sum of the yield to maturity for the applicable reference
security, calculated by the lead dealer managers based on the bid-side
price at 11:00 a.m., New York City time on June 15, 2015, plus the
applicable fixed spread, minus accrued interest up to, but not
including, the settlement date, which is currently expected to be July
1, 2015.
The company will only purchase up to $1,000,000,000 aggregate purchase
price of the Debentures in the tender offers, and the amount of each
series of Debentures that will be purchased will be determined in
accordance with the Acceptance Priority Levels set forth above and may
be prorated as described in the Offer to Purchase. In addition, the
aggregate principal amount of the 4.479% Debentures due 2021 that may be
purchased is subject to a maximum tender amount of $250,000,000 as
described in the Offer to Purchase.
All Debentures with the Acceptance Priority Level 1 will be accepted
before any Debentures with the Acceptance Priority Level 2 and so forth
through succeeding levels. If the aggregate purchase price of Debentures
tendered in any series exceeds the remaining amount available for such
series, such Debentures will be accepted on a pro rata basis (such that
the aggregate purchase price does not exceed $1,000,000,000). In that
event, Debentures with an Acceptance Priority Level following the
prorated series of Debentures will not be accepted for payment.
Withdrawal rights for all tender offers will expire at 5:00 p.m., New
York City time, on June 12, 2015, unless extended or otherwise required
by law.
The settlement date is expected to be one business day following the
expiration of the tender offers. Payments for Debentures purchased will
include accrued interest up to, but not including, the settlement date.
The consummation of the tender offers is conditioned upon the
satisfaction or waiver of the conditions, including the financing
condition, set forth in the Offer to Purchase.
ADM has retained Barclays Capital Inc., BofA Merrill Lynch, Citigroup
Global Markets Inc. and J.P. Morgan Securities LLC, as lead dealer
managers, and D.F. King & Co., Inc. as the tender and information agent
for the tender offers.
For additional information regarding the terms of the tender offers,
please contact: Barclays Capital Inc. at (800) 438-3242 (toll-free) or
(212) 528-7581 (collect); BofA Merrill Lynch at (888) 292-0070
(toll-free) or (980) 387-3907 (collect); Citigroup Global Markets Inc.
at (800) 558-3745 (toll-free) or (212) 723-6106 (collect); or J.P.
Morgan Securities LLC at (800) 834-4666 (toll-free) or (212) 834-4811
(collect). Requests for documents and questions regarding the tendering
of Debentures may be directed to D.F. King & Co., Inc. at (866) 342-8290
(toll free) or (212) 269-5550 (collect) or at adm@dfking.com.
ADM’s obligations to accept any Debentures tendered and to pay the
applicable consideration for them are set forth solely in the Offer to
Purchase and related Letter of Transmittal. This press release is not an
offer to purchase or a solicitation of acceptance of the tender offers.
Subject to applicable law, ADM may amend, extend or, subject to certain
conditions, terminate the tender offers.
About ADM
For more than a century, the people of Archer Daniels Midland Company
(NYSE: ADM) have transformed crops into products that serve the vital
needs of a growing world. Today, we’re one of the world’s largest
agricultural processors and food ingredient providers, with more than
33,000 employees serving customers in more than 140 countries. With a
global value chain that includes more than 460 crop procurement
locations, 300 ingredient manufacturing facilities, 40 innovation
centers and the world’s premier crop transportation network, we connect
the harvest to the home, making products for food, animal feed, chemical
and energy uses. Learn more at www.adm.com.
Archer Daniels Midland Company
Media Relations
Jackie Anderson, 312-634-8484
media@adm.com