Commencement of Private Exchange Offers
September 08 2011 - 10:00AM
Business Wire
Archer Daniels Midland Company (NYSE: ADM) announced today the
commencement of a private offer to exchange any and all of its
outstanding 7.50% Debentures due 2027 (CUSIP No. 039483AM4), 6.75%
Debentures due 2027 (CUSIP No. 039483AN2), 6.625% Debentures due
2029 (CUSIP No. 039483AR3), 7.00% Debentures due 2031 (CUSIP No.
039483AS1), 6.45% Debentures due 2038 (CUSIP No. 039483AX0), and
6.95% Debentures due 2097 (CUSIP No. 039483AP7) (collectively, the
“Old Debentures”) for new senior Debentures due 2042 (the “New
Debentures”) and, for some series of Old Debentures, 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 8, 2011, 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 are subject to certain conditions, including
the requirement that a sufficient principal amount of Old
Debentures has been validly tendered and not validly withdrawn
prior to 5:00 p.m. New York City time, on September 21, 2011,
subject to any extension by ADM (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 (as defined below) and that the yield
on the Reference Treasury (as defined below) is not more than 4.15%
at the Pricing Time, which is 11:00 a.m., New York City time, on
September 21, 2011. The “Early Settlement Date” will be promptly
after the Early Participation Date (and is expected to be on the
third business day after the Early Participation Date) and will
apply to all Old Debentures validly tendered in the Exchange Offers
prior to the Early Participation Date and not validly withdrawn
prior to the Withdrawal Deadline (as defined below). The “Reference
Treasury” is the 4.375% United States Treasury due May 15,
2041.
Eligible Holders who validly tender and who do not validly
withdraw their Old Debentures prior to the Early Participation Date
will receive an early participation premium equal to $30 per $1,000
principal amount of Old 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 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, 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.
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