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 23, 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 23, 2020, ADM issued a press release announcing the completion of the previously announced secondary block trade of a portion of ADM’s ownership in Wilmar International Limited. 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 23, 2020, announcing the completion of the previously announced Block Trade. |
| 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 24, 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 secondary block trade of a portion of Wilmar ownership
| • | ADM plans to retain at least a 20 percent strategic ownership stake in Wilmar |
|---|---|
| • | Use of proceeds to include potential bolt-on acquisitions andopportunistic return of capital |
| --- | --- |
CHICAGO, Aug. 23, 2020—ADM (NYSE: ADM) today announced that it has completed its previously announced secondary block trade of approximately $550M in Wilmar ordinary shares.
“We are exceptionally pleased with our longstanding relationship with Wilmar,” said ADM Chairman and CEO Juan Luciano. “This transaction provides ADM with additional capital while retaining that strong relationship. We have no plans to sell additional Wilmar shares, and look forward to continuing our partnership for years to come.”
Wilmar—Asia’s leading agribusiness and packaged food oils company—is a strategic partner and one of ADM’s largest customers. ADM first partnered with Wilmar and its affiliated companies in the early 1990s when they jointly built a network of soybean processing operations in China, and ADM has been a significant investor in Wilmar since 1994. Today, Wilmar is a key component of ADM’s strategy in emerging markets, including Asia Pacific; an important trade partner; and co-owner of joint venture Olenex, a major European provider of specialty oils.
ADM expects to use the net proceeds from the transaction for general corporate purposes, which may include, without limitation, meeting its working capital requirements; funding its capital expenditures and possible acquisitions of, or investments in, business and assets; and acquiring outstanding shares of ADM common stock as part of its publicly announced stock repurchase program. ADM will retain at least a 20 percent equity investment in Wilmar.
The Wilmar ordinary shares sold pursuant in the transaction 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 anoffer 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