8-KOther EventsExhibits & Filings

Archer-Daniels-Midland Co 8-K Report, Corporate Update (Sep 27, 2011)

Filed September 27, 2011For Securities:ADM

Summary

Archer-Daniels-Midland Company (ADM) announced the issuance of $527.68 million in aggregate principal amount of 4.535% Debentures due 2042 on September 26, 2011. These new debentures were issued in exchange for specified series of ADM's outstanding debt securities as part of a previously announced debt exchange offer. The issuance was made to qualified institutional buyers (QIBs) under Rule 144A and to non-U.S. persons under Regulation S, indicating a private placement structure rather than a public offering. This transaction effectively refinances a portion of ADM's existing debt with new, longer-term debentures. Investors should note the registration rights agreement entered into concurrently, which obligates ADM to file registration statements allowing for the exchange of these privately placed debentures for freely transferable securities under certain conditions. Failure to meet these obligations could result in additional interest payments, providing a layer of protection for the debenture holders.

Key Highlights

  • 1ADM issued $527,681,000 of 4.535% Debentures due 2042 on September 26, 2011.
  • 2The new debentures were issued in exchange for existing outstanding debt securities.
  • 3The issuance was conducted as a private placement under Rule 144A (for QIBs) and Regulation S (for non-U.S. persons).
  • 4The debentures carry a fixed interest rate of 4.535% per annum, payable semi-annually.
  • 5A Registration Rights Agreement was executed, requiring ADM to register the debentures for resale or exchange under specific conditions.
  • 6Failure by ADM to meet its registration obligations under the agreement may result in additional interest payments as liquidated damages.
  • 7The new debentures are senior unsecured obligations of ADM.

Frequently Asked Questions

This 8-K filing reports on Archer-Daniels-Midland Company's (ADM) issuance of new debentures and related agreements, specifically related to a debt exchange offer. It details the terms of the new debentures and the obligations ADM has undertaken regarding their registration.

The new debentures were issued to qualified institutional buyers (QIBs) in the United States under Rule 144A of the Securities Act of 1933, and to non-U.S. persons outside the United States in reliance on Regulation S.

The Registration Rights Agreement is crucial for investors who purchased the debentures in the private placement. It obligates ADM to file registration statements with the SEC. This allows holders to eventually exchange their privately held debentures for identical debentures that are freely transferable in the public market, or to potentially resell them. It also provides for penalty interest payments if ADM fails to meet these registration obligations.

No, these debentures were initially issued as restricted securities in a private placement. They have not been registered under the Securities Act. However, the Registration Rights Agreement provides a pathway for them to become freely transferable through future registration statements filed by ADM.