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Published on 3/17/2021 in the Prospect News Convertibles Daily.

New Issue: Ford sells $2 billion five-year convertible notes to yield 0%, up 40%

By Abigail W. Adams

Portland, Me., March 17 – Ford Motor Co. priced $2 billion of five-year convertible notes (Ba2/BB+/BB+) after the market close on Tuesday at par with a coupon of 0% and an initial conversion premium of 40%, according to a company news release.

Pricing came in line with talk for a fixed coupon of 0% and at the cheap end of talk for an initial conversion premium of 40% to 45%, according to a market source.

Citigroup Global Markets Inc., Deutsche Bank Securities Inc., Goldman Sachs & Co. LLC and J.P. Morgan Securities LLC are active bookrunners for the Rule 144A offering, which carries a greenshoe of $300 million.

The notes are non-callable until March 20, 2024 and then subject to a 130% hurdle.

They will be settled in cash, shares or a combination of both at the company’s option.

Net proceeds are expected to be $1.971 billion assuming no exercise of the greenshoe.

Proceeds will be used for general corporate purposes, which may include the repayment of debt.

Ford is a Dearborn, Mich.-based car manufacturer.

Issuer:Ford Motor Co.
Securities:Convertible senior notes
Amount:$2 billion
Greenshoe:$300 million
Maturity:March 15, 2026
Bookrunners:Citigroup Global Markets Inc., Deutsche Bank Securities Inc., Goldman Sachs & Co. LLC and J.P. Morgan Securities LLC
Coupon:0%
Price:Par
Yield:0%
Conversion premium:40%
Conversion price:$17.49
Conversion rate:57.1886
Call options:Non-callable until March 20, 2024 and then subject to a 130% hurdle
Put options:Upon a fundamental change
Pricing date:March 16
Settlement date:March 19
Ratings:Moody’s: Ba2
S&P: BB+
Fitch: BB+
Distribution:Rule 144A
Talk:Fixed coupon of 0% and initial conversion premium of 40% to 45%
Stock symbol:NYSE: F
Stock price:$12.49 at market close March 16
Market capitalization:$48.81 billion

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