Ford Motor Company (“Ford” or the “Company”) announced today the
early tender results and upsizing of its previously announced cash
tender offers (each, a “Tender Offer” and collectively, the “Tender
Offers”) to purchase its outstanding 9.000% Notes due April 2025,
9.625% Notes due April 2030, 7.45% GlobLS due July 2031, 9.980%
Debentures due February 2047, 8.900% Debentures due January 2032,
8.500% Notes due April 2023, 7.500% Debentures due August 2026,
7.125% Debentures due November 2025, 6.625% Debentures due October
2028 and 6.375% Debentures due February 2029 (collectively, the
“Securities”) in the order of priority set forth in the table below
(the “Acceptance Priority Level”). The Company has amended the
terms of the Tender Offers to increase the combined aggregate
principal amount of Securities tendered (the “Aggregate Tender
Cap”) from $5,000,000,000 to $6,795,510,000, which is equal to the
amount of Securities tendered to date. The Company also announced
that the anticipated early settlement date for the Tender Offers is
November 22, 2021 (the “Early Settlement Date”). Other than with
respect to the increase in the Aggregate Tender Cap, the terms and
conditions of the Tender Offers remain unchanged as described in an
Offer to Purchase dated November 4, 2021 (as it may be amended or
supplemented from time to time, the “Offer to Purchase”).
As of the previously announced early tender date and time of
5:00 p.m., New York City time, on November 18, 2021 (the “Early
Tender Date”), according to information provided by Global
Bondholder Services Corporation, the tender and information agent
for the Tender Offers, the aggregate principal amount of each
series of Securities set forth in the table below under “Principal
Amount Tendered at Early Tender Date” has been validly tendered and
not validly withdrawn in the applicable Tender Offer. Withdrawal
rights for the Securities expired at 5:00 p.m., New York City time,
on November 18, 2021 (the “Withdrawal Deadline”).
Title of
Security(1)(2)
CUSIP No.
Principal Amount
Outstanding
Acceptance Priority
Level
U.S.
Treasury Reference
Security
Bloomberg Reference
Page
Fixed Spread
Early Tender Payment
(3)(4)
Principal Amount Tendered at
Early Tender Date
Percent Tendered of Amount
Outstanding
9.000% Notes
due April 2025*
345370CW8
$3,500,000,000
1
1.125% UST due 10/31/2026
FIT1
+80 bps
$50
$2,442,405,000
69.78%
9.625% Notes
due April 2030*
345370CX6
$1,000,000,000
2
1.25% UST due 8/15/2031
FIT1
+140 bps
$50
$568,042,000
56.80%
7.45% GlobLS due July 2031
345370CA6
$1,793,531,000
3
1.25% UST due 8/15/2031
FIT1
+145 bps
$50
$723,842,000
40.36%
9.980% Debentures
due February 2047
345370BW9
$181,167,000
4
2.375% UST due 5/15/2051
FIT1
+300 bps
$50
$66,972,000
36.97%
8.900% Debentures due January
2032
345370BV1
$151,302,000
5
1.25% UST due 8/15/2031
FIT1
+190 bps
$50
$43,555,000
28.79%
8.500% Notes due April 2023
345370CV0
$3,500,000,000
6
0.25% UST due 4/15/2023
FIT4
+50 bps
$50
$2,646,607,000
75.62%
7.500% Debentures
due August 2026
345370BP4
$193,373,000
7
1.125% UST due 10/31/2026
FIT1
+120 bps
$50
$21,182,000
10.95%
7.125% Debentures
due November 2025
345370BN9
$208,646,000
8
1.125% UST due 10/31/2026
FIT1
+105 bps
$50
$32,602,000
15.63%
6.625% Debentures
due October 2028
345370BY5
$637,803,000
9
1.25% UST due 8/15/2031
FIT1
+135 bps
$50
$191,395,000
30.01%
6.375% Debentures
due February 2029
345370BZ2
$260,471,000
10
1.25% UST due 8/15/2031
FIT1
+155 bps
$50
$58,908,000
22.62%
__________________
(1)
The 7.45% GlobLS due July 2031,
6.625% Debentures due October 2028 and 6.375% Debentures due
February 2029 are listed on the Luxembourg Exchange and on the
Singapore Exchange. The remaining series of Securities are not
listed on any securities exchange.
(2)
In the case of the 9.000% Notes
due April 2025 and the 9.625% Notes due 2030, the Total
Consideration will be determined taking into account the applicable
par call date for such series of Securities.
(3)
Per $1,000 principal amount.
(4)
The Total Consideration for
Securities validly tendered prior to or at the Early Tender Date
and accepted for purchase is calculated using the applicable Fixed
Spread and is inclusive of the Early Tender Payment.
*
Denotes a series of Securities
for which the calculation of the applicable Total Consideration
will be performed using the present value of such Securities
determined at the Price Determination Date as if the principal
amount of such Securities had been due on the applicable par call
date.
The Company expects to announce the pricing of the Tender Offers
and the amount of each series of Securities accepted for purchase
later today.
The Securities accepted for purchase on the Early Tender Date
will be accepted based on the Acceptance Priority Levels (with 1
being the highest Acceptance Priority Level and 10 being the lowest
Acceptance Priority Level), as set forth in the table above. All
Securities validly tendered at or prior to the Early Tender Date
having a higher Acceptance Priority Level will be accepted before
any Securities validly tendered at or prior to the Early Tender
Date having a lower Acceptance Priority Level are accepted in the
Tender Offers. Securities validly tendered at or prior to the Early
Tender Date will be accepted for purchase in priority to other
Securities validly tendered after the Early Tender Date, even if
such Securities validly tendered after the Early Tender Date have a
higher Acceptance Priority Level than Securities validly tendered
at or prior to the Early Tender Date. Since the principal amount of
Securities tendered as of the Early Tender Date is equal to the
Aggregate Tender Cap, unless the Company increases the Aggregate
Tender Cap prior to 11:59 p.m., New York City time, on December 3,
2021 (such date and time, as it may be extended, the “Expiration
Date”), no Securities tendered after the Early Tender Date will be
accepted pursuant to the Tender Offers. The Company may increase
the Aggregate Tender Cap at any time, subject to applicable law and
currently expects that any such increase will be announced after
pricing of the Tender Offers.
The applicable consideration (the “Total Consideration”) offered
for the Securities will be a price per $1,000 principal amount of
each series of Securities validly tendered and accepted for
purchase pursuant to the applicable Tender Offer equal to an amount
that would reflect, as of the date of purchase, a yield to the
maturity date or the par call date, as applicable, determined by
reference to the applicable fixed spread for such Securities (the
“Fixed Spread”) specified in the table above plus the applicable
yield (the “Reference Yield”) based on the bid-side price of the
applicable U.S. Treasury Reference Security specified in the table
above (as applicable to each series of Securities, the “Reference
Security”) as quoted at 10:00 a.m., New York City time, on November
19, 2021, pursuant to the terms set forth in the Offer to
Purchase.
Holders of any Securities that are validly tendered prior to or
at the Early Tender Date and that are accepted for purchase will
receive the applicable Total Consideration. The Total
Consideration, as calculated using the Fixed Spread for each series
of Securities set forth in the table above, is inclusive of the
Early Tender Payment. In addition to the Total Consideration, all
Holders of Securities validly tendered prior to or at the Early
Tender Date and accepted for purchase pursuant to the Tender Offers
will, on the Early Settlement Date, also receive accrued and unpaid
interest on the Securities from the last interest payment date to,
but not including, the Early Settlement Date.
The Company has satisfied the previously announced Financing
Condition to the Tender Offers and expects to make payment on the
Early Settlement Date for Securities that were validly tendered
prior to or at the Early Tender Date and that are accepted for
purchase.
The Withdrawal Deadline has passed. Accordingly, Securities that
have been tendered at the Early Tender Date and any additional
Securities that are tendered at or prior to the Expiration Date may
not be withdrawn, except in certain limited circumstances where
additional withdrawal rights are required by law.
In addition, on November 22, 2021, the Company expects to
deliver to the trustee for delivery to the holders of the 8.500%
Notes due April 2023 a notice of redemption to redeem on December
7, 2021 (the “Redemption Date”) all of the 8.500% Notes due April
2023 not purchased by the Company in the applicable Tender Offer,
at the redemption price of 100% of the principal amount of the
securities to be redeemed plus a make whole premium, plus accrued
and unpaid interest to, but not including, the Redemption Date.
Payment of the redemption price and surrender of the 8.500% Notes
due April 2023 for redemption will be made through the facilities
of the Depository Trust Company in accordance with the applicable
procedures of the Depository Trust Company on December 7, 2021.
Barclays Capital Inc., BofA Securities, Inc., Mizuho Securities
USA LLC, Morgan Stanley & Co. LLC and RBC Capital Markets, LLC
are acting as the dealer managers in the Tender Offers. Global
Bondholder Services Corporation has been retained to serve as both
the depositary and the information agent for the Tender Offers.
Persons with questions regarding the Tender Offers should contact
Barclays Capital Inc. at (collect) (212) 528-7581 or (toll free)
(800) 438-3242, BofA Securities, Inc. at (collect) (980) 683-3215
or (toll free) (888) 292-0070 or (email) debt_advisory@bofa.com,
Mizuho Securities USA LLC at (collect) (212) 205-7736 or (toll
free) (866) 271-7403, Morgan Stanley & Co. LLC at (collect)
(212) 761-1057 or toll free (800) 624-1808 or RBC Capital Markets,
LLC at (collect) (212) 618-7843 or toll free (877) 381-2099.
Requests for copies of the Offer to Purchase and other related
materials should be directed to Global Bondholder Services
Corporation at (toll free) (866)-924-2200 or (collect) (212)
430-3774.
None of the Company, its board of directors or officers, the
dealer managers, the depositary, the information agent or the
trustee with respect to the Securities, or any of their respective
affiliates, makes any recommendation that holders tender or refrain
from tendering all or any portion of the principal amount of their
Securities, and no one has been authorized by any of them to make
such a recommendation. Holders must make their own decision as to
whether to tender their Securities and, if so, the principal amount
of Securities to tender. The Tender Offers are made only by the
Offer to Purchase. This news release is neither an offer to
purchase nor a solicitation of an offer to sell any Securities in
the Tender Offers. The Tender Offers are not being made to holders
of Securities in any jurisdiction in which the making or acceptance
thereof would not be in compliance with the securities, blue sky or
other laws of such jurisdiction. In any jurisdiction in which the
Tender Offers are required to be made by a licensed broker or
dealer, the Tender Offers will be deemed to be made on behalf of
the Company by the dealer managers or one or more registered
brokers or dealers that are licensed under the laws of such
jurisdiction.
This news release does not constitute an offer to sell, or the
solicitation of an offer to sell, or the solicitation of an offer
to buy any securities that may be issued pursuant to the
transactions described above. Further, nothing contained herein
shall constitute a notice of redemption of the Securities of any
series.
About Ford Motor Company
Ford Motor Company (NYSE: F) is a global company based in
Dearborn, Michigan, that is committed to helping build a better
world, where every person is free to move and pursue their dreams.
The company’s Ford+ plan for growth and value creation combines
existing strengths, new capabilities and always-on relationships
with customers to enrich experiences for and deepen the loyalty of
those customers. Ford designs, manufactures, markets and services a
full line of connected, increasingly electrified passenger and
commercial vehicles: Ford trucks, utility vehicles, vans and cars,
and Lincoln luxury vehicles. The company is pursuing leadership
positions in electrification, connected vehicle services and
mobility solutions, including self-driving technology, and provides
financial services through Ford Motor Credit Company. Ford employs
about 184,000 people worldwide. More information about the company,
its products and Ford Motor Credit Company is available at
https://corporate.ford.com/.
For news releases, related materials and high-resolution photos
and video, visit www.media.ford.com.
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version on businesswire.com: https://www.businesswire.com/news/home/20211119005428/en/
Media T.R. Reid 1.313.319.6683
treid22@ford.com
Equity Investment Community Lynn
Antipas Tyson 1.914.485.1150 ltyson4@ford.com
Fixed Income Investment Community
Karen Rocoff 1.313.621.0965 krocoff@ford.com
Shareholder Inquiries
1.800.555.5259 or 1.313.845.8540 stockinf@ford.com
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