8-K
Archer-Daniels-Midland Co false 0000007084 0000007084 2020-09-08 2020-09-08 0000007084 us-gaap:CommonStockMember 2020-09-08 2020-09-08 0000007084 us-gaap:DeferrableNotesMember 2020-09-08 2020-09-08

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D. C. 20549

 

 

FORM 8-K

 

 

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): September 8, 2020

 

 

 

LOGO

ARCHER-DANIELS-MIDLAND COMPANY

(Exact name of registrant as specified in its charter)

 

 

 

Delaware   1-44   41-0129150

(State or other jurisdiction

of incorporation)

 

(Commission

File Number)

 

(IRS Employer

Identification No.)

 

77 West Wacker Drive, Suite 4600
Chicago, Illinois
  60601
(Address of principal executive offices)   (Zip Code)

Registrant’s telephone number, including area code: (312) 634-8100

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

 

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

 

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

 

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

 

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class

 

Trading

Symbol(s)

 

Name of each exchange

on which registered

Common Stock, no par value   ADM   New York Stock Exchange
1.000% Notes due 2025     New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act (§230.405 of this chapter) or Rule 12b-2 of the Exchange Act (§240.12b-2 of this chapter).

Emerging growth company  

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐

 

 

 


Item 8.01

Other Events.

On September 8, 2020, Archer-Daniels-Midland Company (the “Company”) announced that it had commenced a cash tender offer for up to $600,000,000 aggregate principal amount (as such amount may be increased or decreased subject to applicable law) of its outstanding 6.950% Debentures due 2097; 6.450% Debentures due 2038; 5.765% Debentures due 2041; 4.535% Debentures due 2042; 4.016% Debentures due 2043; 6.750% Debentures due 2027; 7.500% Debentures due 2027; 6.625% Debentures due 2029; 5.375% Debentures due 2035; 3.750% Notes due 2047; 7.000% Debentures due 2031; and 5.935% Debentures due 2032 (collectively, the “Securities”).

The Company’s obligations to accept any Securities tendered and to pay the applicable consideration for such Securities are set forth solely in the Offer to Purchase dated September 8, 2020 and the related Letter of Transmittal. Subject to applicable law, the Company may amend, extend or, subject to certain conditions, terminate the tender offer.

A copy of the press release dated September 8, 2020 related to the tender offer is filed with this Current Report on Form 8-K as Exhibit 99.1 and is incorporated by reference herein.

 

Item 9.01

Financial Statements and Exhibits.

(d) Exhibits

 

Exhibit

No.

   Description
99.1    Press release, dated September 8, 2020
104    Cover page Interactive Data File (embedded within the Inline XBRL document)


SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

    ARCHER-DANIELS-MIDLAND COMPANY
Date: September 8, 2020     By  

/s/ D. Cameron Findlay

     

D. Cameron Findlay

Senior Vice President, General Counsel and Secretary

EX-99.1

Exhibit 99.1

 

LOGO

ADM Announces Tender Offers for $600 Million Aggregate Principal Amount of Outstanding Securities

CHICAGO, September 8, 2020—ADM (NYSE: ADM) today announced the commencement of cash tender offers to purchase the 12 series of debentures and notes listed in the table below (collectively, the “Securities” and each a “series” of Securities).

Offer to Purchase Up to $600,000,000 Aggregate Principal Amount of the Outstanding Securities Listed Below

 

Title of Security

 

CUSIP No.

 

Principal

Amount
Outstanding

 

Acceptance
Priority Level

 

U.S. Treasury
Reference

Security

 

Bloomberg
Reference
Page

 

Fixed

Spread

(Basis

Points)

 

Early

Tender

Payment*

6.950%

Debentures due

2097

  039483 AP7   $158,519,000   1  

1.375% UST due

May 15, 2050

  FIT1   +175 bps   $30.00

6.450% Debentures due 2038

  039483 AXO   $126,719,000   2  

1.375% UST due

May 15, 2050

  FIT1   +90 bps   $30.00

5.765% Debentures due 2041

  039483 BC5   $378,368,000   3  

1.375% UST due

May 15, 2050

  FIT1   +85 bps   $30.00

4.535% Debentures due 2042

  039483 BE1   $527,688,000   4  

1.375% UST due

May 15, 2050

  FIT1   +85 bps   $30.00

4.016% Debentures due 2043

  039483 BH4   $570,425,000   5  

1.375% UST due

May 15, 2050

  FIT1   +80 bps   $30.00

6.750% Debentures due 2027

  039483 AN2   $118,449,000   6   0.625% UST due August 15, 2030   FIT1   +65 bps   $30.00

7.500% Debentures due 2027

  039483 AM4   $150,262,000   7   0.625% UST due August 15, 2030   FIT1   +65 bps   $30.00

6.625% Debentures due 2029

  039483 AR3   $159,823,000   8   0.625% UST due August 15, 2030   FIT1   +70 bps   $30.00

5.375% Debentures due 2035

  039483 AU6   $469,992,000   9   0.625% UST due August 15, 2030   FIT1   +90 bps   $30.00

3.750% Notes

due 2047

  039483 BM3   $500,000,000   10  

1.375% UST due

May 15, 2050

  FIT1   +80 bps   $30.00

7.000%

Debentures due 2031

  039483 AS1   $164,412,000   11   0.625% UST due August 15, 2030   FIT1   +70 bps   $30.00

5.935% Debentures due 2032

  039483 AT9   $382,655,000   12   0.625% UST due August 15, 2030   FIT1   +65 bps   $30.00

 

*

Per $1,000 principal amount of Securities accepted for purchase

The terms and conditions of the tender offers are described in the Offer to Purchase dated September 8, 2020, and the related Letter of Transmittal. Copies of these documents are available to holders from D.F. King & Co., Inc., the tender and information agent for the tender offers.


The tender offers will expire at 11:59 p.m., New York City time, on October 5, 2020, unless extended.

Holders must tender their Securities by 5:00 p.m., New York City time, on September 21, 2020, unless extended, to be eligible to receive the applicable total consideration (which includes the applicable early tender payment set out above). Holders who tender their Securities after such date and prior to the expiration date will be eligible to receive the applicable total consideration less the early tender payment.

The applicable total consideration will be determined as described in the Offer to Purchase based on the present value of future payments on the applicable Securities discounted to the early settlement date at a rate equal to the sum of the yield to maturity for the applicable reference security, calculated by the lead dealer managers based on the bid-side price at 10:00 a.m., New York City time on September 22, 2020, plus the applicable fixed spread, minus accrued interest up to, but not including, the Early Settlement Date or the Final Settlement Date, as applicable, which are currently expected to be September 23, 2020 and October 6, 2020, respectively.

ADM will purchase up to $600,000,000 aggregate principal amount (as such amount may be increased or decreased subject to applicable law) of the Securities in the tender offers, and the amount of each series of Securities that will be purchased will be determined in accordance with the Acceptance Priority Levels set forth above and may be prorated as described in the Offer to Purchase.

Last month, ADM announced a dual tranche transaction to monetize a small portion of its investment in Wilmar International Limited (“Wilmar”) while retaining its core, strategic ownership stake. The issuance of $300 million in zero-coupon bonds exchangeable for Wilmar shares provided balance sheet flexibility, including to retire higher-coupon long-term debt commensurate in amount up to the proceeds from the bond offering, while the block sale of Wilmar shares will support other general corporate purposes, including potential bolt-on acquisitions and opportunistic repurchases of ADM shares.

Withdrawal rights for all tender offers will expire at 5:00 p.m., New York City time, on September 21, 2020, unless extended or otherwise required by law.

The consummation of the tender offers is conditioned upon the satisfaction or waiver of the conditions set forth in the Offer to Purchase.

ADM has retained BofA Securities and J.P. Morgan Securities LLC, as lead dealer managers, and D.F. King & Co., Inc. as the tender and information agent for the tender offers.

For additional information regarding the terms of the tender offers, please contact: BofA Securities at (888) 292-0070 (toll-free) or (980) 387-3907 (collect) or J.P. Morgan Securities LLC at (866) 834-4666 (toll-free) or (212) 834-3424 (collect). Requests for documents and questions regarding the tendering of Securities may be directed to D.F. King & Co., Inc. at (800) 859-8509 (toll free) or (212) 269-5550 (collect) or at adm@dfking.com.

ADM’s obligations to accept any Securities tendered and to pay the applicable consideration for them are set forth solely in the Offer to Purchase and related Letter of Transmittal. This press release is not an offer to purchase or a solicitation of acceptance of the tender offers. Subject to applicable law, ADM may amend, extend or, subject to certain conditions, terminate the tender offers.

Forward-Looking Statements

Some of the above statements constitute forward-looking statements. ADM’s filings with the Securities and Exchange Commission provide detailed information on such statements and risks, and should be consulted along with this announcement. To the extent permitted under applicable law, ADM assumes no obligation to update any forward-looking statements.

About ADM

At ADM, we unlock the power of nature to provide access to nutrition worldwide. With industry-advancing innovations, a complete portfolio of ingredients and solutions to meet any taste, and a commitment to sustainability, we give customers an edge in solving the nutritional challenges of today and tomorrow. We’re a global leader in human and animal nutrition and the world’s premier agricultural origination and processing company. Our breadth, depth, insights, facilities and logistical expertise give us unparalleled capabilities to meet needs for food, beverages, health and wellness, and more. From the seed of the idea to the outcome of the solution, we enrich the quality of life the world over. Learn more at www.adm.com.

 

Page 2


ADM Media Relations

Jackie Anderson

media@adm.com

312-634-8484

 

Page 3

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