Ford Motor Co 8-K, filed Nov 4, 2021
Ford Motor Co (F)
8-K
2021-11-04
For: 2021-11-04
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April 08, 2026
About this 8-K
Ford Motor Co filed this 8-K on November 4, 2021.
Items reported
- Item 8.01: Other events
- Item 9.01: Financial statements and exhibits
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: November 4, 2021
(Date of earliest event reported)
(Exact name of registrant as specified in its charter)
(State or other jurisdiction of incorporation)
| (Commission File Number) | (IRS Employer Identification No.) | ||||||||||
| (Address of principal executive offices) | (Zip Code) | ||||||||||
Registrant’s telephone number, including area code 313 -322-3000
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:
(17 CFR 240.14d-2(b))
(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 | ||||||||||||
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 8.01. Other Events.
Ford Motor Company’s news release dated November 4, 2021, concerning its commencement of cash tender offers for outstanding debt securities, is filed as Exhibit 99.1 to this Report and is incorporated by reference herein.
In addition, Ford Motor Company’s news release dated November 4, 2021, concerning its sustainable financing framework, is filed as Exhibit 99.2 to this Report and is incorporated by reference herein.
Item 9.01. Financial Statements and Exhibits.
EXHIBITS*
| Designation | Description | Method of Filing | ||||||
| News release dated November 4, 2021 | Filed with this Report | |||||||
| concerning cash tender offers | ||||||||
| News release dated November 4, 2021 | Filed with this Report | |||||||
| concerning sustainable financing framework | ||||||||
| Exhibit 104 | Cover Page Interactive Data File | ** | ||||||
| (formatted in Inline XBRL) | ||||||||
SIGNATURE
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.
| FORD MOTOR COMPANY | ||||||||
| (Registrant) | ||||||||
| Date: November 4, 2021 | By: | /s/ Corey M. MacGillivray | ||||||
| Corey M. MacGillivray | ||||||||
| Assistant Secretary | ||||||||
| * | Any reference in the attached exhibit(s) to our corporate website(s) and/or other social media sites or platforms, and the contents thereof, is provided for convenience only; such websites or platforms and the contents thereof are not incorporated by reference into this Report nor deemed filed with the Securities and Exchange Commission. | |||||||
| ** | Submitted electronically with this Report in accordance with the provisions of Regulation S-T. | |||||||
www.facebook.com/ford www.medium.com/@fordwww.twitter.com/ford www.instagram.com/ford NEWS Ford Motor Company Commences Cash Tender Offers for Outstanding Debt Securities DEARBORN, Mich., November 4, 2021 – Ford Motor Company (“Ford” or the “Company”) announced today that it has commenced cash tender offers (each, a “Tender Offer” and collectively, the “Tender Offers”) to purchase its outstanding 9.000% Securities due April 2025, 9.625% Securities due April 2030, 7.45% GlobLS due July 2031, 9.980% Debentures due February 2047, 8.900% Debentures due January 2032, 8.500% Securities due April 2023, 7.500% Debentures due August 2026, 7.125% Debentures due November 2025, 6.625% Debentures due October 2028 and 6.375% Debentures due February 2029 (collectively, the “Securities”) in the order of priority set forth in the table below (the “Acceptance Priority Level”), subject to the Aggregate Tender Cap (as defined below). The Company will only accept for purchase Securities in the Tender Offers up to an aggregate principal amount of all series of Securities that does not exceed $5.0 billion (the “Aggregate Tender Cap”).The terms and conditions of the Tender Offers are described in an Offer to Purchase dated November 4, 2021 (as it may be amended or supplemented from time to time, the “Offer to Purchase”). The following table sets forth certain terms of the Tender Offers: Title of Security(1)(2) CUSIP No. Principal Amount Outstanding Acceptance Priority Level U.S. Treasury Reference Security Bloomberg Reference Page Fixed Spread Early Tender Payment (3)(4) Hypothetical Total Consideration (2)(3)(4)(5) 9.000% Securities due April 2025* 345370CW8 $3,500,000,000 1 1.125% UST due 10/31/2026 FIT1 +80 bps $50 $1,225.84 9.625% Securities due April 2030* 345370CX6 $1,000,000,000 2 1.25% UST due 8/15/2031 FIT1 +140 bps $50 $1,478.02 7.45% GlobLS due July 2031 345370CA6 $1,793,531,000 3 1.25% UST due 8/15/2031 FIT1 +145 bps $50 $1,366.78 9.980% Debentures due February 2047 345370BW9 $181,167,000 4 2.375% UST due 5/15/2051 FIT1 +300 bps $50 $1,708.71 8.900% Debentures due January 2032 345370BV1 $151,302,000 5 1.25% UST due 8/15/2031 FIT1 +190 bps $50 $1,459.31 8.500% Securities due April 2023 345370CV0 $3,500,000,000 6 0.25% UST due 4/15/2023 FIT4 +50 bps $50 $1,107.92
For news releases, related materials and high-resolution photos and video, visit www.media.ford.com. 7.500% Debentures due August 2026 345370BP4 $193,373,000 7 1.125% UST due 10/31/2026 FIT1 +120 bps $50 $1,226.61 7.125% Debentures due November 2025 345370BN9 $208,646,000 8 1.125% UST due 10/31/2026 FIT1 +105 bps $50 $1,186.00 6.625% Debentures due October 2028 345370BY5 $637,803,000 9 1.25% UST due 8/15/2031 FIT1 +135 bps $50 $1,227.60 6.375% Debentures due February 2029 345370BZ2 $260,471,000 10 1.25% UST due 8/15/2031 FIT1 +155 bps $50 $1,207.04 (1) The 7.45% GlobLS due July 2031, 6.625% Debentures due October 2028 and 6.375% Debentures due February 2029 are listed on the Luxembourg Exchange and on the Singapore Exchange. The remaining series of Securities are not listed on any securities exchange. (2) In the case of the 9.000% Notes due April 2025 and the 9.625% Notes due 2030, the Total Consideration will be determined taking into account the applicable par call date for such series of Securities. (3) Per $1,000 principal amount. (4) The Total Consideration for Securities validly tendered prior to or at the Early Tender Date and accepted for purchase is calculated using the applicable Fixed Spread and is inclusive of the Early Tender Payment. (5) Hypothetical Total Consideration calculated on the basis of pricing for the applicable U.S. Treasury Reference Security as of 4:00 p.m, New York City time, on November 3, 2021. Hypothetical Total Consideration calculation assumes Early Settlement Date of November 22, 2021. The actual Total Consideration payable pursuant to the Tender Offers will be calculated and determined as set forth in the Offer to Purchase. * Denotes a series of Securities for which the calculation of the applicable Total Consideration will be performed using the present value of such Securities determined at the Price Determination Date as if the principal amount of such Securities had been due on the applicable par call date. The Tender Offers will expire at 11:59 p.m., New York City time, on December 3, 2021 (such date and time, as it may be extended, the “Expiration Date”). No tenders will be valid if submitted after the Expiration Date. Tendered Securities may be withdrawn from the Tender Offers at or prior to, but not after, 5:00 p.m., New York City time, on November 18, 2021 (such date and time, as it may be extended, the “Withdrawal Deadline”). Holders must validly tender their Securities prior to or at 5:00 p.m., New York City time, on November 18, 2021 (such date and time, as it may be extended with respect to a Tender Offer, the “Early Tender Date”), to be eligible to receive the applicable Total Consideration (as defined below), plus accrued interest. Holders of Securities who tender their Securities after the Withdrawal Deadline, but prior to the applicable Expiration Date, will be eligible to receive only the applicable late tender offer consideration, which is equal to the applicable Total Consideration, minus the Early Tender Payment (as defined below), plus accrued interest. The Securities accepted for payment on the Early Tender Date or the Expiration Date, as applicable, will be accepted based on the Acceptance Priority Levels (with 1 being the highest Acceptance Priority Level and 10 being the lowest Acceptance Priority Level), as set forth in the table above. All Securities validly tendered at or prior to the Early Tender Date having a higher Acceptance Priority Level will be accepted before any Securities validly tendered at or prior to the Early Tender Date having a lower Acceptance Priority Level are accepted in the Tender Offers, and all Securities validly tendered after the Early Tender Date having a higher Acceptance Priority Level will be accepted before any Securities validly tendered after the Early Tender Date having a lower Acceptance Priority Level are accepted in the Tender Offers. However, Securities validly tendered at or prior to the Early Tender Date will be accepted for purchase in
For news releases, related materials and high-resolution photos and video, visit www.media.ford.com. priority to other Securities validly tendered after the Early Tender Date, even if such Securities validly tendered after the Early Tender Date have a higher Acceptance Priority Level than Securities validly tendered at or prior to the Early Tender Date. Subject to applicable law, the Company may increase or decrease the Aggregate Tender Cap at any time without extending the applicable Withdrawal Deadline or extending withdrawal rights. The applicable consideration (the “Total Consideration”) offered for the Securities will be a price per $1,000 principal amount of each series of Securities validly tendered and accepted for purchase pursuant to the applicable Tender Offer equal to an amount that would reflect, as of the date of purchase, a yield to the maturity date or the par call date, as applicable, determined by reference to the applicable fixed spread for such Securities (the “Fixed Spread”) specified in the table above plus the applicable yield (the “Reference Yield”) based on the bid-side price of the applicable U.S. Treasury Reference Security specified in the table above (as applicable to each series of Securities, the “Reference Security”) as quoted at 10:00 a.m., New York City time, on November 19, 2021 (unless the Early Tender Date is extended), pursuant to the terms set forth in the Offer to Purchase. Holders of any Securities that are validly tendered prior to or at the applicable Early Tender Date and that are accepted for purchase will receive the applicable Total Consideration. The Total Consideration, as calculated using the Fixed Spread for each series of Securities set forth in the table above, is inclusive of the Early Tender Payment. Holders of any Securities that are validly tendered after the applicable Early Tender Date but prior to or at the applicable Expiration Date and that are accepted for purchase will receive the applicable Total Consideration minus an amount in cash (the “Early Tender Payment”) equal to the applicable amount set forth in the table above. In addition to the Tender Offer Consideration or the Total Consideration, as applicable, all Holders of Securities accepted for purchase pursuant to the Tender Offers will, on the Final Settlement Date (or the Early Settlement Date, if applicable) (each as defined below), also receive accrued and unpaid interest on the Securities from the last interest payment date to, but not including, the Final Settlement Date (or the Early Settlement Date, if applicable). The Company reserves the right, in its sole discretion, at any point following the Early Tender Date and prior to the Expiration Date, to accept for purchase any Securities validly tendered (and not validly withdrawn) at or prior to the Early Tender Date (the date of such acceptance and purchase, the “Early Settlement Date”). The Early Settlement Date is currently expected to be November 22, 2021, assuming the conditions to the Tender Offers have been either satisfied or waived by the Company at or prior to the Early Settlement Date. If the Company elects to have an Early Settlement Date, it will accept Securities validly tendered at or prior to the Early Tender Date. Irrespective of whether the Company chooses to exercise its option to have an Early Settlement Date, it will purchase any remaining Securities that have been validly tendered at or prior to the Expiration Date and accepted for purchase, subject to the Aggregate Tender Cap and subject to all conditions to the Tender Offers having been either satisfied or waived by the Company, promptly following the Expiration Date (the date of such acceptance and purchase, the “Final Settlement Date”). The Final Settlement Date is expected to occur on the second business day following the Expiration Date, assuming the conditions to the Tender Offers have been either satisfied or waived by the Company at or prior to the Expiration Date and outstanding Securities in an amount equal to the Aggregate Tender Cap are not purchased on the Early Settlement Date. The Tender Offers are subject to, and conditioned upon, the satisfaction or waiver of certain conditions described in the Offer to Purchase, including the completion of one or more offerings of senior notes by the Company of at least $1.0 billion aggregate principal amount, which the Company expects to use to finance or refinance certain new or existing green projects, assets or activities (the “Financing Condition”). The Company intends to fund the purchase price of all Securities accepted for payment in
For news releases, related materials and high-resolution photos and video, visit www.media.ford.com. the Tender Offers with cash on hand and other sources of liquidity, subject to the Aggregate Tender Cap. If the Financing Condition is not met, however, the Company expects to instead use cash on hand to finance or refinance such green projects, assets or activities. In that case, the Tender Offers may be canceled or reduced in size at the Company’s sole determination. Assuming $5 billion of bonds are tendered, Ford expects to incur a charge in the range of $1.0-1.2 billion for debt extinguishment. The final amount is dependent on market conditions and the specific bonds repurchased. The charge primarily represents a pull-ahead of interest obligations. As this item is not reflective of Ford’s ongoing operating activities, Ford expects to classify it as a special item in its fourth quarter results. Barclays Capital Inc., BofA Securities, Inc., Mizuho Securities USA LLC, Morgan Stanley & Co. LLC and RBC Capital Markets, LLC are acting as the dealer managers in the Tender Offers. Global Bondholder Services Corporation has been retained to serve as both the depositary and the information agent for the Tender Offers. Persons with questions regarding the Tender Offers should contact Barclays Capital Inc. at (collect) (212) 528-7581 or (toll free) (800) 438-3242, BofA Securities, Inc. at (collect) (980) 683-3215 or (toll free) (888) 292-0070 or (email) debt_advisory@bofa.com, Mizuho Securities USA LLC at (collect) (212) 205-7736 or (toll free) (866) 271-7403, Morgan Stanley & Co. LLC at (collect) (212) 761-1057 or toll free (800) 624-1808 or RBC Capital Markets, LLC at (collect) (212) 618-7843 or toll free (877) 381-2099. Requests for copies of the Offer to Purchase and other related materials should be directed to Global Bondholder Services Corporation at (toll free) (866)-924-2200 or (collect) (212) 430-3774. None of the Company, its board of directors or officers, the dealer managers, the depositary, the information agent or the trustee with respect to the Securities, or any of their respective affiliates, makes any recommendation that holders tender or refrain from tendering all or any portion of the principal amount of their Securities, and no one has been authorized by any of them to make such a recommendation. Holders must make their own decision as to whether to tender their Securities and, if so, the principal amount of Securities to tender. The Tender Offers are made only by the Offer to Purchase. This news release is neither an offer to purchase nor a solicitation of an offer to sell any Securities in the Tender Offers. The Tender Offers are not being made to holders of Securities in any jurisdiction in which the making or acceptance thereof would not be in compliance with the securities, blue sky or other laws of such jurisdiction. In any jurisdiction in which the Tender Offers are required to be made by a licensed broker or dealer, the Tender Offers will be deemed to be made on behalf of the Company by the dealer managers or one or more registered brokers or dealers that are licensed under the laws of such jurisdiction. This news release does not constitute an offer to sell, or the solicitation of an offer to sell, or the solicitation of an offer to buy any securities that may be issued pursuant to the transactions described above. Further, nothing contained herein shall constitute a notice of redemption of the Securities of any series. # # # About Ford Motor Company Ford Motor Company (NYSE: F) is a global company based in Dearborn, Michigan, that is committed to helping build a better world, where every person is free to move and pursue their dreams. The company’s Ford+ plan for growth and value creation combines existing strengths, new capabilities and always-on relationships with customers to enrich experiences for and deepen the loyalty of those customers. Ford designs, manufactures, markets and services a full line of connected, increasingly electrified passenger and commercial vehicles: Ford trucks, utility vehicles, vans and cars, and Lincoln luxury vehicles. The company is pursuing leadership positions in electrification, connected vehicle services and mobility solutions, including self-driving technology, and provides financial services through
For news releases, related materials and high-resolution photos and video, visit www.media.ford.com. Ford Motor Credit Company. Ford employs about 184,000 people worldwide. More information about the company, its products and Ford Motor Credit Company is available at https://corporate.ford.com/. Contacts: Fixed Income Media T.R. Reid Equity Investment Community Lynn Antipas Tyson Investment Community Karen Rocoff Shareholder Inquiries 1.800.555.5259 or 1.313.319.6683 1.914.485.1150 1.313.621.0965 1.313.845.8540 treid22@ford.com ltyson4@ford.com krocoff@ford.com stockinf@ford.com
NEWS For news releases, related materials and high-resolution photos and video, visit www.media.ford.com. www.facebook.com/ford www.medium.com/@fordwww.twitter.com/ford www.instagram.com/ford Ford, Ford Credit Introduce Sustainable Financing Framework Prioritizing EV, Clean Production, Community Investments • First-of-its-kind framework among North America-based automakers supports Ford+ plan to grow, create value for customers, investors, other stakeholders • Will guide Ford’s leadership in sustainability and investments in four key areas, including developing battery electric vehicles and clean manufacturing • Framework achieved highest-possible ‘advanced’ rating from Vigeo Eiris, which is globally recognized for its assessments of ESG initiatives • Expected broader access to capital, plus separate tender offer to reduce high-cost debt, consistent with enhancing financial flexibility and returning to investment-grade credit ratings DEARBORN, Mich., Nov 4., 2021 – Ford Motor Company and its financing subsidiary, Ford Motor Credit Company, today introduced the North America auto industry’s first sustainable financing framework, focusing on and paying for ambitious plans in vehicle electrification and other environmental and social areas. Separately, Ford today also announced a cash tender offer to repurchase up to $5 billion of the company’s higher-cost debt. Actions such as the debt tender offer and the issuance of 0% convertible notes earlier this year, together with anticipated broader access to capital from the new sustainable financing framework, are consistent with Ford’s objectives to further strengthen its balance sheet and financial flexibility and return its credit ratings to investment grade. “Winning businesses are financially healthy and lead in sustainability – it’s not a choice, they rely on each other,” said John Lawler, Ford’s CFO. “We’re again putting our money where our mouth is, prioritizing and allocating capital to environmental and social initiatives that are good for people, good for the planet, and good for Ford.” Today’s announcement was made on the fifth anniversary of the Paris Climate Agreement, as Ford executives joined world leaders, environmental advocates and other forward-looking companies at the United Nations Climate Change Conference (COP26) in Glasgow, Scotland. Among other expected benefits, initiatives outlined in Ford’s sustainable financing framework are intended to help the company become carbon neutral no later than 2050, in line with its commitment to the Paris Agreement. Ford was one of the first full-line U.S. automakers to pledge to reduce greenhouse gas emissions from its vehicles, operations and supply chain in alignment with goals of the accord. This pledge is backed by science-based interim targets the automaker intends to achieve by 2035. The potential positive environmental and social influence of projects described in Ford’s sustainable financing framework earned an “advanced” rating – the highest possible – from Vigeo Eiris. Vigeo Eiris, an arm of Moody’s Corp., makes independent assessments of organizations’ goals and performance against environmental, social and governance matters.
For news releases, related materials and high-resolution photos and video, visit www.media.ford.com. 2 Guided by aggressive environmental and social goals, a significant portion of related financing will go toward accelerating Ford’s leadership in electric vehicles. Objectives include expanding EV technology and charging infrastructure to remove obstacles to adoption and improve the customer experience, and EV and battery manufacturing to reduce emissions. “We’re going to build high-quality electric vehicles at scale and do so in a way that has a positive impact on people and the environment,” said Bob Holycross, Ford’s vice president, Sustainability, Environment and Safety Engineering. “In communities where air pollution and climate change are disproportionate burdens today, access to EVs can have the additional benefit of moving people to the front of the line for the health, economic and mobility benefits these vehicles can provide.” How Ford’s Sustainable Financing Framework Works The framework will cover a variety of both unsecured and securitization funding transactions, including ESG bonds issued by Ford and Ford Credit to finance environmental and social projects, and how Ford’s electrification and mobility projects will be evaluated and selected. The framework will also govern how the proceeds will be managed and how Ford and Ford Credit will report results. Funds will be fully allocated within 24 months of each sustainable financing issuance. Net proceeds from sustainable financing will be invested and expended in four areas: • Clean Transportation – Designing, developing and manufacturing zero-emissions transportation, focusing on battery electric vehicles and the batteries that power them across the full range of design, development, manufacturing and end-of-life. Examples include Ford’s recent announcement of the largest U.S. investment in electric vehicles at one time by an automotive manufacturer, together with SK Innovation, in new Tennessee and Kentucky mega-sites; collaborating with Redwood Materials on recycling options for scrap and end-of-life EVs and lithium-ion batteries; and offering financing products and wholesale loans to establish or improve the EV charging infrastructure. • Clean Manufacturing – Further reducing the environmental footprint of Ford’s operations through renewable energy, sustainable water and wastewater management, waste management, and energy-efficient buildings. As examples, Ford’s new advanced campuses in Tennessee and Kentucky will be designed to have as minimal an impact as possible – and even to generate beneficial effects – on the surrounding environment. • Making Lives Better – Advancing economic opportunity and equity for underrepresented and/or disadvantaged populations through projects to help widen Ford’s supplier and dealer diversity networks. The goal is to create programs and opportunities for businesses owned by minorities, women, military veterans and disabled people, and for women-focused community ventures and social enterprises that promote better health, develop critical skills, and support child and maternal health, education and disability support services. • Community Revitalization – Supporting and lifting disadvantaged communities by creating and renovating spaces to provide employment opportunities and access to essential services. One such project is Ford’s investment in redeveloping the historic Michigan Central Station and surrounding area to create a new mobility innovation district in Detroit’s Corktown neighborhood. The project is bringing together diverse
For news releases, related materials and high-resolution photos and video, visit www.media.ford.com. 3 thinkers and doers to help solve complex community challenges and improve access and equity for all. Ford’s sustainable financing framework aligns with its ambitious sustainability goals, as well as environmental and social principles and best practices established by the International Capital Market Association and the Loan Market Association. Those groups counsel transparency, disclosure, measuring impact and external reviews in sustainable financing. In addition to external verification, a new sustainable financing committee established within Ford will assure that funded projects comply with Ford’s corporate social responsibility strategic plan and otherwise meet eligibility criteria. The committee comprises senior representatives from Treasury, Sustainability, Corporate Finance, Investor Relations, Ford Credit and Legal. Committed to a Sustainable Future Ford’s extensive support of and leadership at COP26 will include joining with other signatories to the ambitious RouteZero initiative. Led by the international non-profit the Climate Group and the United Nations High-Level Climate Champions, RouteZero aims to reduce carbon associated with road transportation. More than 50 businesses, cities and regions have pledged to work together toward 100% zero-emission cars and vans globally by 2040, and in leading markets no later than 2035. Additionally, Ford’s Holycross will address high-level business representatives, financiers, government officials, policymakers, innovators, members of academia and environmental influencers at the World Climate Summit: The Investment COP on Nov. 7. The event is a leading forum for business- and investment-driven solutions to climate change convened by the World Climate Foundation. In his remarks, Holycross will focus on Ford’s substantial sustainability accomplishments to date, and how the company is focused on leading the electric revolution at scale. # # # About Ford Motor Company Ford Motor Company (NYSE: F) is a global company based in Dearborn, Michigan, that is committed to helping build a better world, where every person is free to move and pursue their dreams. The company’s Ford+ plan for growth and value creation combines existing strengths, new capabilities and always-on relationships with customers to enrich experiences for and deepen the loyalty of those customers. Ford designs, manufactures, markets and services a full line of connected, increasingly electrified passenger and commercial vehicles: Ford trucks, utility vehicles, vans and cars, and Lincoln luxury vehicles. The company is pursuing leadership positions in electrification, connected vehicle services and mobility solutions, including self-driving technology, and provides financial services through Ford Motor Credit Company. Ford employs about 184,000 people worldwide. More information about the company, its products and Ford Motor Credit Company is available at corporate.ford.com. Contacts: Fixed Income Media T.R. Reid Equity Investment Community Lynn Antipas Tyson Investment Community Karen Rocoff Shareholder Inquiries 1.800.555.5259 or 1.313.319.6683 1.914.485.1150 1.313.621.0965 1.313.845.8540 treid22@ford.com ltyson4@ford.com krocoff@ford.com stockinf@ford.com