ADM Announces Early Results of Private Exchange Offers and Extension of Early Participation Period
September 22 2011 - 8:43AM
Business Wire
Archer Daniels Midland Company (NYSE:ADM) announced today the
results as of 5:00 p.m. New York City time on September 21, 2011
(the “Original Early Participation Date”) of its 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”), in accordance with
ADM’s offering memorandum dated September 8, 2011 (the “Offering
Memorandum”) and the related letter of transmittal. As of the
Original Early Participation Date, a sufficient principal amount of
Old Debentures have been validly tendered and not validly withdrawn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 Early Settlement Date, which is expected to be September 26,
2011, unless extended by ADM.
ADM also announced today that the expiration of the early
participation period has been extended from the Original Early
Participation Date to 5:00 p.m. New York City time on September 23,
2011 (the “Revised Early Participation Date”). All other terms of
the Exchange Offers remain unchanged, including the Withdrawal
Deadline, Early Settlement Date, Expiration Date and Final
Settlement Date, each as set forth in the Offering Memorandum.
Eligible Holders (as defined below) who validly tender their Old
Debentures at or prior to the Revised Early Participation Date will
be eligible to receive consideration equal to the Total Exchange
Price, as described in the Offering Memorandum, which includes an
Early Participation Premium equal to $30 per $1,000 principal
amount of Old Debentures accepted in the Exchange Offers.
In the Exchange Offers, according to information provided by
D.F. King & Co., Inc., the exchange agent for the Exchange
Offers, $403,087,000 in aggregate principal amount of ADM’s Old
Debentures were validly tendered and not validly withdrawn at or
prior to the Original Early Participation Date, as detailed
below.
The table below indicates, among other things, the outstanding
principal amount of each series of Old Debentures prior to the
Original Early Participation Date and the principal amount of each
series of Old Debentures validly tendered for exchange as of the
Original Early Participation Date pursuant to the Exchange
Offers:
CUSIP No.
Title of Series
Outstanding PrincipalAmount
Prior to theOriginal EarlyParticipation Date
Principal AmountTendered as of
theOriginal EarlyParticipation Date
039483AM4 7.50% Debentures due 2027
$281,891,000 $60,080,000 039483AN2
6.75% Debentures due 2027 $200,000,000
$59,265,000 039483AR3 6.625% Debentures due 2029
$297,500,000 $100,296,000 039483AS1
7.00% Debentures due 2031 $245,668,000
$51,441,000 039483AX0 6.45% Debentures
due 2038 $215,441,000 $57,608,000
039483AP7 6.95% Debentures due 2097
$250,000,000 $74,397,000
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”). In accordance with the Offering Memorandum, tenders of Old
Debentures in the Exchange Offers may no longer be withdrawn,
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 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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