8-K

ARCHER-DANIELS-MIDLAND COMPANY

Date: September 22, 2020

/s/ D. Cameron Findlay

D. Cameron Findlay

Senior Vice President, General Counsel and Secretary

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 21, 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.

Archer-Daniels-Midland Company (the “Company”) announced on September 22, 2020 the initial results, pricing and anticipated early settlement date of its previously announced tender offers for up to $600,000,000 aggregate principal amount of certain outstanding debentures and notes of the Company (the “Securities”). In connection with such initial results and pricing, the Company also announced that it decided to increase the Maximum Principal Amount of the Securities that may be purchased pursuant to the terms of the tender offers from $600,000,000 to up to $664,843,000 aggregate principal amount. All other terms of the tender offers, as previously announced, remain unchanged. Copies of the press releases, each dated September 22, 2020, related to the tender offers are filed with this Current Report on Form 8-K as Exhibits 99.1 and 99.2.

Item 9.01

Financial Statements and Exhibits.

(d) Exhibits


Exhibit No.		Description

99.1		Press Release of the Company dated September 22, 2020 announcing the initial results and upsize of the tender offers.

99.2		Press Release of the Company dated September 22, 2020 announcing the pricing of the tender offers.

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.

EX-99.1

Exhibit 99.1

LOGO

ADM Announces Initial Results of Pending Tender Offers and Upsize of the Maximum Principal Amount

CHICAGO, September 22, 2020—ADM (NYSE: ADM) today announced that as of 5:00 p.m., New York City time, on September 21, 2020 (the “Early Tender Time”), the below-listed amounts of the following debentures and notes (the “Securities”) have been validly tendered and not validly withdrawn in connection with the cash tender offers, as reported by D.F. King & Co., Inc., the tender and information agent for the tender offers. These Securities, if accepted, will be eligible for the early tender payment of $30.00 per $1,000.00 principal amount of Securities accepted for purchase. Securities tendered pursuant to the offers can no longer be withdrawn. The terms and conditions of the tender offers are described in the Offer to Purchase, dated September 8, 2020 (as may be supplemented from time to time, the “Offer to Purchase”), and the related Letter of Transmittal.

In response to the amount of Securities validly tendered and not validly withdrawn by the Early Tender Time, ADM has decided to increase the Maximum Principal Amount of the Securities that may be purchased pursuant to the terms of the tender offers from $600,000,000 to up to $664,843,000. All other terms of the tender offers, as previously announced, remain unchanged.

Offer to Purchase For Cash Up to $664,843,000

Aggregate Principal Amount of the Outstanding Securities Listed Below


Title of Security	CUSIP No.	Principal Amount Outstanding		Acceptance Priority Level	Early Tender Payment*		Principal Amount Tendered		Percent of Outstanding Principal Amount Tendered to Date			Principal Amount Accepted
6.950% Debentures due 2097	039483 AP7	$	158,519,000	1	$	30.00	$	1,581,000		1.00	%	$	1,581,000
6.450% Debentures due 2038	039483 AX0	$	126,719,000	2	$	30.00	$	23,577,000		18.61	%	$	23,577,000
5.765% Debentures due 2041	039483 BC5	$	378,368,000	3	$	30.00	$	81,033,000		21.42	%	$	81,033,000
4.535% Debentures due 2042	039483 BE1	$	527,688,000	4	$	30.00	$	144,961,000		27.47	%	$	144,961,000
4.016% Debentures due 2043	039483 BH4	$	570,425,000	5	$	30.00	$	199,235,000		34.93	%	$	199,235,000
6.750% Debentures due 2027	039483 AN2	$	118,449,000	6	$	30.00	$	15,007,000		12.67	%	$	15,007,000
7.500% Debentures due 2027	039483 AM4	$	150,262,000	7	$	30.00	$	3,174,000		2.11	%	$	3,174,000
6.625% Debentures due 2029	039483 AR3	$	159,823,000	8	$	30.00	$	15,397,000		9.63	%	$	15,397,000
5.375% Debentures due 2035	039483 AU6	$	469,992,000	9	$	30.00	$	38,154,000		8.12	%	$	38,154,000
3.750% Notes due 2047	039483 BM3	$	500,000,000	10	$	30.00	$	92,071,000		18.41	%	$	92,071,000
7.000% Debentures due 2031	039483 AS1	$	164,412,000	11	$	30.00	$	4,425,000		2.69	%	$	4,425,000
5.935% Debentures due 2032	039483 AT9	$	382,655,000	12	$	30.00	$	46,228,000		12.08	%	$	46,228,000

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

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

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.

It is expected that ADM will purchase up to $664,843,000 aggregate principal amount of the above-listed tendered Securities on the Early Settlement Date, which represents the full amount of the Securities tendered and not withdrawn by the Early Tender Time.

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 (980) 387-3907 (collect) or debt_advisory@bofa.com 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.

ADM Company Media Relations

Jackie Anderson

media@adm.com

312-634-8484

EX-99.2

Exhibit 99.2

LOGO

ADM Announces Pricing of Offers to Purchase Certain Outstanding Securities

CHICAGO, September 22, 2020—ADM (NYSE: ADM) today announced the following consideration to be paid for its previously announced cash tender offers for up to $664,843,000 aggregate principal amount of its below-listed outstanding debentures and notes (the “Securities”).

Offer to Purchase Up to $664,843,000 Aggregate Principal Amount of the Outstanding Securities Listed Below


Title of Security	CUSIP No.	Acceptance Priority Level	U.S. Treasury Reference Security	U.S. Treasury Reference Yield			Fixed Spread (Basis Points)	Early Tender Payment*		Total Consideration*
6.950% Debentures due 2097	039483 AP7	1	1.250% UST due May 15, 2050		1.412	%	+175 bps	$	30.00	$	2,091.68
6.450% Debentures due 2038	039483 AX0	2	1.250% UST due May 15, 2050		1.412	%	+90 bps	$	30.00	$	1,587.54
5.765% Debentures due 2041	039483 BC5	3	1.250% UST due May 15, 2050		1.412	%	+85 bps	$	30.00	$	1,570.73
4.535% Debentures due 2042	039483 BE1	4	1.250% UST due May 15, 2050		1.412	%	+85 bps	$	30.00	$	1,385.42
4.016% Debentures due 2043	039483 BH4	5	1.250% UST due May 15, 2050		1.412	%	+80 bps	$	30.00	$	1,319.08
6.750% Debentures due 2027	039483 AN2	6	0.625% UST due August 15, 2030		0.664	%	+65 bps	$	30.00	$	1,373.63
7.500% Debentures due 2027	039483 AM4	7	0.625% UST due August 15, 2030		0.664	%	+65 bps	$	30.00	$	1,382.93
6.625% Debentures due 2029	039483 AR3	8	0.625% UST due August 15, 2030		0.664	%	+70 bps	$	30.00	$	1,425.79
5.375% Debentures due 2035	039483 AU6	9	0.625% UST due August 15, 2030		0.664	%	+90 bps	$	30.00	$	1,507.11
3.750% Notes due 2047	039483 BM3	10	1.250% UST due May 15, 2050		1.412	%	+80 bps	$	30.00	$	1,306.96
7.000% Debentures due 2031	039483 AS1	11	0.625% UST due August 15, 2030		0.664	%	+70 bps	$	30.00	$	1,542.55
5.935% Debentures due 2032	039483 AT9	12	0.625% UST due August 15, 2030		0.664	%	+65 bps	$	30.00	$	1,512.33

*	Per $1,000 principal amount of Securities accepted for purchase and Total Consideration amounts include Early Tender Payments.

The reference yield was determined by BofA Securities and J.P. Morgan Securities LLC, the lead dealer managers for the tender offers, based on the bid-side price for the applicable U.S. Treasury reference security at 10:00 a.m., New York City time, today, as described in the Offer to Purchase dated September 8, 2020 (as may be supplemented from time to time, the “Offer to Purchase”).

Holders who tendered Securities by 5:00 p.m., New York City time, on September 21, 2020, are eligible to receive the applicable total consideration (which includes the applicable early tender payment set out above). The applicable total consideration was 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, today, plus the applicable fixed spread, minus accrued interest up to, but not including, the Early Settlement Date, which is currently expected to be September 23, 2020.

Withdrawal rights for the tender offers expired at 5:00 p.m., New York City time, on September 21, 2020.

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

Forward-Looking Statements

About ADM

ADM Media Relations

Jackie Anderson

media@adm.com

312-634-8484