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Published on 10/15/2012 in the Prospect News Investment Grade Daily and Prospect News Liability Management Daily.

ADM accepts all tendered notes in oversubscribed exchange offers

By Susanna Moon

Chicago, Oct. 15 - Archer-Daniels-Midland Co. said investors tendered $567,883,000 of notes in the private exchange offers that ended at 11:59 p.m. ET on Oct. 12 and that it accepted all of the tendered notes.

The amount of tendered notes was more than the $540 million cap set for the offers, but ADM accepted additional tendered notes under its right under federal securities laws to accept up to an additional 2% of the outstanding notes without extending the exchange offers, according to a company press release.

The company plans to settle the offer on Oct. 16.

As noted, holders tendered $566,644,000 of notes by 5 p.m. ET on Sept. 27, the early participation date.

The breakdown for final tally, as compared with the results by the early tender date, is as follows:

• $3.5 million of the $175,603,000 outstanding 6.95% debentures due 2097, unchanged;

• $404,204,000 of the $1 billion 5.765% debentures due 2041, up from $403,074,000;

• $9,074,000 of the $193,654,000 7% debentures due 2031, unchanged;

• $4,144,000 of the $157,827,000 6.45% debentures due 2038, unchanged;

• $79,792,000 of the $500 million 5.935% debentures due 2032, up from $79,766,000;

• $14,891,000 of the $197,104,000 6.625% debentures due 2029, unchanged;

• $35,123,000 of the $221,791,000 7.5% debentures due 2027, up from $35.04 million; and

• $17,155,000 of the $140,735,000 6.75% debentures due 2027, unchanged.

The notes are listed in priority acceptance level, beginning with a priority acceptance level of 1 for the 5.765% notes.

The offer cap was lowered on Sept. 28 from the $600 million cap at the start of the offers on Sept. 14.

Also, the exchange offer for its 6.95% debentures due 2097 was amended so that the total exchange price will be payment for all of the notes tendered by offer expiration. Holders will receive the $30.00 premium per $1,000 principal amount regardless of when the notes are tendered in the offer, as previously noted.

Pricing set

As reported, pricing was set at 2 p.m. ET on Sept. 27 using the bid-side yield of the 3% U.S. Treasury due May 15, 2042 plus a fixed spread, as set out in the table below. The bid-side yield was 2.816%.

The coupon on the new debentures will be 4.016%.

The total exchange price includes $30 per $1,000 principal amount of notes tendered by the early deadline except in the case of the 6.95% debentures due 2097 as noted earlier.

ADM previously said it was conducting the offers to exchange higher-coupon debt for lower-coupon debt and an additional payment.

The offers were conditioned on the receipt of tenders for enough securities so that $250 million of new debentures will be issuable.

Another condition was that the yield on the reference 3% Treasury due May 15, 2042 may neither be less than 2.5% nor more than 3.6% at pricing. The 6.95% debentures, however, had a different range: 2.67% to 3.34%.

The information agent is D.F. King & Co., Inc. (800 431-9645 or 212 269-5550).

Pricing details

NotesFixed spreadPricing yieldExchange priceTotal priceNew notesCash
6.95% debentures due 2097150 basis points4.316%$1,564.12$1,594.12$1,386.17$207.95
5.765% debentures due 2041105 bps3.866%$1,295.42$1,325.42$1,000.00$325.42
7% debentures due 203165 bps3.466%$1,445.72$1,475.72$1,071.35$404.37
6.45% debentures due 203890 bps3.716%$1,415.25$1,445.25$1,133.57$311.68
5.935% debentures due 203270 bps3.516%$1,314.83$1,344.83$1,000.00$344.83
6.625% debentures due 202955 bps3.366%$1,380.78$1,410.78$1,000.00$410.78
7.5% debentures due 202735 bps3.166%$1,468.43$1,498.43$1,000.00$498.43
6.75% debentures due 202740 bps3.216%$1,391.42$1,421.42$1,000.00$421.42

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