Ford Motor Company (“Ford” or the “Company”) announced today the
consideration payable in connection with 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”), subject to an aggregate
tender cap of $6,795,510,000 for all series of Securities tendered
(the “Aggregate Tender Cap”). Other than with respect to the
previously announced upsizing of the Aggregate Tender Cap from
$5,000,000,000 to $6,795,510,000, 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”).
The table below sets forth, among other things, the aggregate
principal amount of Securities tendered as of 5:00 p.m., New York
City time, on November 18, 2021 (the “Early Tender Date”), and
accepted in each Tender Offer, and the Total Consideration for each
series of Securities validly tendered at or prior to the Early
Tender Date and accepted for purchase, as calculated at 10:00 a.m.
(New York City time) today, November 19, 2021 in accordance with
the terms of the Offer to Purchase:
Title of
Security(1)(2)
CUSIP No.
Principal Amount
Outstanding
Acceptance
Priority
Level
U.S.
Treasury
Reference
Security
Bloomberg
Reference
Page
Reference
Treasury
Yield
Fixed
Spread
Early
Tender
Payment
(3)(4)
Principal Amount
Tendered at Early
Tender Date
Percent Tendered
of Amount
Outstanding
Principal
Amount
Accepted
Total
Consideration
(3)(4)
9.000% Notes
due April 2025*
345370CW8
$3,500,000,000
1
1.125% UST
due
10/31/2026
FIT1
1.166%
+80 bps
$50
$2,442,405,000
69.78%
$2,442,405,000
$1,225.87
9.625% Notes
due April 2030*
345370CX6
$1,000,000,000
2
1.25% UST
due
8/15/2031
FIT1
1.515%
+140 bps
$50
$568,042,000
56.80%
$568,042,000
$1,484.54
7.45% GlobLS
due July 2031
345370CA6
$1,793,531,000
3
1.25% UST
due
8/15/2031
FIT1
1.515%
+145 bps
$50
$723,842,000
40.36%
$723,842,000
$1,373.94
9.980% Debentures
due February 2047
345370BW9
$181,167,000
4
2.375% UST
due
5/15/2051
FIT1
1.921%
+300 bps
$50
$66,972,000
36.97%
$66,972,000
$1,726.37
8.900% Debentures
due January 2032
345370BV1
$151,302,000
5
1.25% UST
due
8/15/2031
FIT1
1.515%
+190 bps
$50
$43,555,000
28.79%
$43,555,000
$1,466.97
8.500% Notes
due April 2023
345370CV0
$3,500,000,000
6
0.25% UST
due
4/15/2023
FIT4
0.306%
+50 bps
$50
$2,646,607,000
75.62%
$2,646,607,000
$1,107.94
7.500% Debentures
due August 2026
345370BP4
$193,373,000
7
1.125% UST
due
10/31/2026
FIT1
1.166%
+120 bps
$50
$21,182,000
10.95%
$21,182,000
$1,226.66
7.125% Debentures
due November 2025
345370BN9
$208,646,000
8
1.125% UST
due
10/31/2026
FIT1
1.166%
+105 bps
$50
$32,602,000
15.63%
$32,602,000
$1,186.04
6.625% Debentures
due October 2028
345370BY5
$637,803,000
9
1.25% UST
due
8/15/2031
FIT1
1.515%
+135 bps
$50
$191,395,000
30.01%
$191,395,000
$1,232.57
6.375% Debentures
due February 2029
345370BZ2
$260,471,000
10
1.25% UST
due
8/15/2031
FIT1
1.515%
+155 bps
$50
$58,908,000
22.62%
$58,908,000
$1,212.13
(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 applicable consideration (the “Total Consideration”) for
each $1,000 principal amount of each series of Securities was
determined at 10:00 a.m., New York City time, on November 19,
2021.
The Total Consideration offered for the Securities is 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 November 22, 2021 (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.
Since the principal amount of Securities tendered and accepted
for purchase 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 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.
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.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20211119005662/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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