8-K
Archer-Daniels-Midland Co (ADM)
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): August 26, 2020
ARCHER-DANIELS-MIDLAND COMPANY
(Exact name of registrant as specified in its charter)
| Delaware | 1-44 | 41-0129150 |
|---|---|---|
| (State or other jurisdiction<br> <br>of incorporation) | (Commission<br> <br>File Number) | (IRS Employer<br> <br>Identification No.) |
| 77 West Wacker Drive, Suite 4600<br> <br>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<br> <br>Symbol(s) | Name of each exchange<br> <br>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 of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§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 7.01 | Regulation FD Disclosure. |
|---|
On August 26, 2020, ADM issued a press release announcing the completion of the second of its two previously announced capital raising transactions: the issuance of $300 million in aggregate principal amount of zero-coupon bonds, due in 2023 and exchangeable into ordinary shares of Wilmar International Limited (“Wilmar”). Through the issuance of the exchangeable bonds, together with the previously announced secondary block trade of Wilmar ordinary shares, which settled on August 24, 2020, ADM has raised approximately $850 million of capital. A copy of the press release is being furnished as Exhibit 99.1 to this Current Report on Form 8-K.
The information in Item 7.01 of this Current Report on Form 8-K and Exhibit 99.1 attached hereto is being furnished and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liability of that Section, nor shall such information be deemed incorporated by reference in any filing under the Exchange Act or the Securities Act of 1933, as amended, regardless of the general incorporation language of such filing, except as shall be expressly set forth by specific reference in such filing.
| Item 9.01 | Financial Statements and Exhibits. |
|---|
(d) Exhibits
The following exhibits are furnished herewith:
| Exhibit<br> <br>No. | Description |
|---|---|
| 99.1 | Press release, dated August 26, 2020, announcing the completion of ADM’s previously announced $850 million dual tranche capital raise. |
| 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: August 26, 2020 | By | /s/ D. Cameron Findlay |
| Name: | D. Cameron Findlay | |
| Title: | Senior Vice President, General Counsel and Secretary |
EX-99.1
Exhibit 99.1
ADM completes previously announced $850 million dual tranche capital raise
| • | Strategic capital re-allocation to provide balance sheet flexibilityfor potential bolt-on acquisitions and opportunistic repurchases of ADM shares |
|---|---|
| • | Company has no plans for additional sales of Wilmar shares and will retain at least 20 percent strategicownership stake |
| --- | --- |
CHICAGO, Aug. 26, 2020—ADM (NYSE: ADM) today announced that it has completed the second of its two previously announced capital raising transactions: the issuance of $300 million aggregate principal amount of zero-coupon bonds, due in 2023 and exchangeable into Wilmar shares. When combined with ADM’s secondary block trade of Wilmar shares, which settled on August 24, ADM has raised approximately $850 million of capital.
ADM expects to use the net proceeds from the transactions for general corporate purposes, including potential bolt-on acquisitions; the opportunistic repurchase of ADM shares, which has already begun; and the retirement of higher coupon long-term debt commensurate to the exchangeable bond to ensure the bond transaction is leverage-neutral.
“We’re committed to continuing to expand our leadership and innovation across the value chain, for the benefit of our customers, partners and shareholders,” said ADM Chairman and CEO Juan Luciano. “By reallocating capital while retaining a strong strategic ownership stake in Wilmar, we are enhancing our ability to create shareholder value through potential share buybacks and further bolt-on acquisitions in our Nutrition business, even as our Ag Services and Oilseeds business continues to partner with and support the growth of Wilmar in Asia and emerging markets. We’ve got great momentum, and we’re excited about our future as we continue to unlock the power of nature to enrich the quality of life.”
ADM has retained a 20+ percent equity investment in Wilmar, and has stated that it has no plans to sell additional Wilmar shares.
“These transactions provide ADM with significant balance sheet flexibility, offering the opportunity for further actions to create value while also providing us with the ability to retire some higher coupon long term debt,” said ADM CFO Ray Young. “Since 2007, Wilmar has been ADM’s largest equity investment, and today our partnership remains a core pillar of our Asia Pacific strategy.”
ADM expects a book gain of approximately $0.12 per share on the block trade in the third quarter; the gain will be treated as a special item for adjusted EPS purposes. The company does not anticipate any material book or cash tax impacts. ADM’s investment in Wilmar after the transaction represents a market value of approximately $4.4 billion; the company will continue to account for it on an equity basis.
The exchangeable bonds and the guarantee, the Wilmar ordinary shares to be delivered upon exchange of the bonds, and the Wilmar ordinary shares sold in the block trade have not been and will not be registered under the Securities Act of 1933, as amended, or the securities laws of any other jurisdiction and may not be offered or sold in the United States or to, or for the account or benefit of, U.S. persons (as defined in Regulation S) absent registration or an applicable exemption from registration requirements.
Nothing in this announcement constitutes an offer to sell, or a solicitation of an offer to buy,securities in the United States or any other jurisdiction in which such offer or solicitation would be unlawful.
Forward-Looking Statements
Some of the above statements constitute forward-looking statements. ADM’s filings with the SEC 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 Media Relations
Jackie Anderson
media@adm.com
312-634-8484
Source: Corporate release