Ford accepts $6.8 billion of tendered notes; announces pricing

By William Gullotti

Buffalo, N.Y., Nov. 19 – Ford Motor Co. announced pricing for its upsized $6,795,510,000 tender offer, according to a press release on Friday.

As announced earlier in the day, Ford upsized the aggregate tender cap from $5 billion to accept all of the notes tendered by the early deadline.

For the 10 securities listed below, Ford received tenders for the following amounts of notes with the total considerations listed after pricing was determined:

• $2,442,405,000 tendered, or 69.78%, of the $3.5 billion 9% securities due April 2025 (Cusip: 345370CW8), with pricing based on the 1.125% U.S. Treasury due Oct. 31, 2026 and a fixed spread of 80 basis points and determined using the par call date instead of the maturity date, for a reference treasury yield of 1.166% and a total consideration of $1,225.87;

• $568,042,000 tendered, or 56.8%, of the $1 billion 9.625% securities due April 2030 (Cusip: 345370CX6), with pricing based on the 1.25% U.S. Treasury due Aug. 15, 2031 and a fixed spread of 140 bps and determined using the par call date instead of the maturity date, for a reference treasury yield of 1.515% and a total consideration of $1,484.54;

• $723,842,000 tendered, or 40.36%, of the $1,793,531,000 7.45% GlobLS due July 2031 (Cusip: 345370CA6), with pricing based on the 1.25% U.S. Treasury due Aug. 15, 2031 and a fixed spread of 145 bps, for a reference treasury yield of 1.515% and a total consideration of $1,373.94;

• $66,972,000 tendered, or 36.97%, of the $181,167,000 9.98% debentures due February 2047 (Cusip: 345370BW9), with pricing based on the 2.375% U.S. Treasury due May 15, 2051 and a fixed spread of 300 bps, for a reference treasury yield of 1.921% and a total consideration of $1,726.37;

• $43,555,000 tendered, or 28.79%, of the $151,302,000 8.9% debentures due January 2032 (Cusip: 345370BV1), with pricing based on the 1.25% U.S. Treasury due Aug. 15, 2031 and a fixed spread of 190 bps, for a reference treasury yield of 1.515% and a total consideration of $1,466.97;

• $2,646,607,000 tendered, or 75.62%, of the $3.5 billion 8.5% securities due April 2023 (Cusip: 345370CV0), with pricing based on the 0.25% U.S. Treasury due April 15, 2023 and a fixed spread of 50 bps, for a reference treasury yield of 0.306% and a total consideration of $1,107.94;

• $21,182,000 tendered, or 10.95%, of the $193,373,000 7.5% debentures due August 2026 (Cusip: 345370BP4), with pricing based on the 1.125% U.S. Treasury due Oct. 31, 2026 and a fixed spread of 120 bps, for a reference treasury yield of 1.166% and a total consideration of $1,226.66;

• $32,602,000 tendered, or 15.63%, of the $208,646,000 7.125% debentures due November 2025 (Cusip: 345370BN9), with pricing based on the 1.125% U.S. Treasury due Oct. 31, 2026 and a fixed spread of 105 bps, for a reference treasury yield of 1.166% and a total consideration of $1,186.04;

• $191,395,000 tendered, or 30.01%, of the $637,803,000 6.625% debentures due October 2028 (Cusip: 345370BY5), with pricing based on the 1.25% U.S. Treasury due Aug. 15, 2031 and a fixed spread of 135 bps, for a reference treasury yield of 1.515% and a total consideration of $1,232.57; and

• $58,908,000 tendered, or 22.62%, of the $260,471,000 6.375% debentures due February 2029 (Cusip: 345370BZ2), with pricing based on the 1.25% U.S. Treasury due Aug. 15, 2031 and a fixed spread of 155 bps, for a reference treasury yield of 1.515% and a total consideration of $1,212.13.

Pricing was determined at 10 a.m. ET on Friday.

In additional to the total considerations, the company will also pay accrued interest to but excluding the Nov. 22 early settlement date.

The tender offers expire at 11:59 p.m. ET on Dec. 3, but unless Ford further increases the cap, no more securities will be accepted after the early tender date.

The withdrawal deadline was the early tender deadline.

Early settlement is expected to be on Nov. 22, and any final settlement is expected to occur on the second business day after the expiration date.

As previously reported, the tender offers were conditioned on the company completing one or more offerings of senior notes totaling at least $1 billion, proceeds of which would be used to finance or refinance new or existing green projects, assets or activities. The company has satisfied the financing condition.

The dealer managers for the tender offers are Barclays (212 528-7581 or 800 438-3242), BofA Securities, Inc. (980 683-3215, 888 292-0070 or debt_advisory@bofa.com), Mizuho Securities USA LLC (212 205-7736 or 866 271-7403), Morgan Stanley & Co. LLC (212 761-1057 or 800 624-1808) and RBC Capital Markets, LLC at (212 618-7843 or 877 381-2099).

Global Bondholder Services Corp. (866 924-2200 or 212 430-3774) is the depositary and the information agent.

The automobile manufacturer is based in Dearborn, Mich.

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