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(and not validly withdrawn) and accepted by ADM at or prior to the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(the “Early Participation Date”) and not validly withdrawn at or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 forTotal
ExchangePrice(4)
CUSIP No. Title of Series
OutstandingPrincipalAmount
FixedSpread(in
basispoints)
Yield
UsedtoDetermineTotalExchangePrice(1)
ExchangePrice(2)(3)
TotalExchangePrice(2)(3)
PrincipalAmount
ofNewDebentures
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.
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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