Ford Motor Credit Company Announces Launch of Cash Tender Offers as Part of Ford Motor Company’s Debt Restructuring Plan
Company announced today that its Board of Directors and the Board of Directors
of Ford Motor Company (NYSE: F) have approved a plan to restructure Ford’s
debt through a combination of a conversion offer by Ford and tender offers by
Ford Credit.
As part of this debt restructuring plan, Ford Credit has commenced a
billion
securities (the “Notes”), of which approximately
principal amount is outstanding as set forth in detail in the table below.
Ford Credit also has commenced a separate
purchase Ford’s senior secured term loan debt (the “Term Loan Debt”), of which
Credit Agreement (the “Credit Agreement’) dated
securities of Ford Credit are included in these tender offers.
“The tender offers we are announcing today will play a key role in
supporting Ford’s plan to create a healthy, profitable enterprise,” said Ford
Credit Chairman and CEO
to advance Ford’s long-term financial stability as it will strengthen our
ability to profitably support the sale of Ford products.”
Any Notes acquired by Ford Credit will be retired in settlement of
existing intercompany tax liabilities to Ford or in distributions to Ford.
Any Term Loan Debt acquired by Ford Credit is expected to be distributed to
its parent, Ford Holdings LLC, and forgiven. These payments and distributions
by Ford Credit are consistent with its previously announced plans to return
capital to Ford.
Notes Cash Tender Offer
Ford Credit is offering to purchase the Notes (the “Notes Tender Offer”)
on terms and conditions that are set forth in an offer to purchase dated
4, 2009
(the “Notes Letter of Transmittal”), both of which are being sent to holders
of the Notes.
Ford Credit is offering to purchase the Notes set forth in the table below
for an aggregate purchase price of up to
Tender Amount”). If the aggregate purchase price for Notes that are validly
tendered exceeds the Maximum Notes Tender Amount, Ford Credit will accept for
payment only the aggregate principal amount of Notes that does not result in
an aggregate purchase price above the Maximum Notes Tender Amount, and the
Notes will be purchased in accordance with the Acceptance Priority Level (in
numerical priority order) as set forth in the table below (the “Acceptance
Priority Level”).
All Notes tendered having a higher Acceptance Priority Level will be
accepted before any tendered Notes having a lower Acceptance Priority Level
are accepted. If there are sufficient remaining funds to purchase some, but
not all, of the Notes of an applicable Acceptance Priority Level, the amount
of Notes purchased in that priority level will be prorated based on the
aggregate principal amount tendered with respect to the applicable Acceptance
Priority Level. In that event, Notes of any other series with a lower
Acceptance Priority Level than the prorated series of Notes will not be
accepted for purchase.
The “Notes Tender Offer Consideration” for each
7.50% Notes due
Debentures due
series of the Notes set forth in the table below tendered and accepted for
purchase pursuant to the Notes Tender Offer will be the applicable tender
offer consideration for each series of Notes set forth in the table below.
The “Notes Total Consideration” includes the Notes Tender Offer Consideration
plus the early tender premium for each series of Notes set forth in the table
below (the “Notes Early Tender Premium” and, together with the Notes Tender
Offer Consideration, the “Notes Total Consideration”).
Holders of Notes must tender their Notes before
time, on
same may be extended, the “Notes Early Tender Time”) to be eligible to receive
the Notes Total Consideration. Holders who tender their Notes after the Notes
Early Tender Time will be eligible to receive only the Notes Tender Offer
Consideration.
The Notes Tender Offer will expire at
time, as the same may be extended, the “Expiration Time”). Notes tendered
pursuant to the offer may not be withdrawn, unless otherwise required by law.
The complete terms and conditions of the Notes Tender Offer are set forth
in the Notes Offer to Purchase and the Notes Letter of Transmittal that are
being sent to holders of the Notes. Holders are urged to read the Notes
Tender Offer documents carefully when they become available. Copies of the
Notes Offer to Purchase and Notes Letter of Transmittal may be obtained from
the Information Agent for the Notes Tender Offer, Global Bondholder Services
Corporation, by calling (866) 470-4300.
Consummation of the Notes Tender Offer is subject to, and conditioned upon
the satisfaction or, where applicable, waiver of certain conditions set forth
in the Notes Offer to Purchase. Ford Credit may amend, extend, or terminate
the Notes Tender Offer at any time.
Cash Tender Offer for Senior Secured Term Loan Debt
Ford Credit also has commenced a
Loan Offer”) to purchase Ford’s Term Loan Debt. The Term Loan Offer will be
conducted on a “Dutch auction” basis whereby term loan lenders will be invited
to submit bids to sell their Term Loan Debt within a price range of not less
than 38% of par, nor greater than 47% of par. Term loan lenders will receive
the lowest price within the range (the “Clearing Price”) at which Ford Credit
can complete the Term Loan Offer for
price for Term Loan Debt tendered exceeds
purchase at the Clearing Price all Term Loan Debt tendered at a price below
the Clearing Price and (ii) purchase Term Loan Debt tendered at the Clearing
Price on a pro-rated basis.
Consummation of the Term Loan Offer is subject to, and conditioned upon
the satisfaction or, where applicable, waiver of certain conditions set forth
in the offer to purchase.
If the amount of Notes and Term Loan Debt tendered results in a payment by
Ford Credit of less than
apply such remaining cash to the repurchase of other debt of Ford through
tender offers, exchange offers, privately negotiated transactions, open market
purchases or otherwise, or may distribute such cash to Ford for such purpose,
subject to any applicable restrictions.
About Ford Motor Company
Ford Motor Company, a global automotive industry leader based in
Mich
about 213,000 employees and about 90 plants worldwide, the company’s brands
include Ford, Lincoln, Mercury and Volvo. The company provides financial
services through Ford Motor Credit Company. For more information regarding
Ford’s products, please visit www.ford.com.
About Ford Motor Credit Company
Ford Motor Credit Company LLC is one of the world’s largest automotive
finance companies and has supported the sale of Ford Motor Company products
since 1959. It is an indirect, wholly owned subsidiary of Ford. It provides
automotive financing for Ford, Lincoln, Mercury and Volvo dealers and
customers. More information can be found at www.fordcredit.com and at Ford
Motor Credit’s investor center, www.fordcredit.com/investorcenter.
Safe Harbor and Other Required Disclosure
This news release contains forward-looking statements within the meaning
of the Private Securities Litigation Reform Act of 1995. Forward-looking
statements are based on expectations, forecasts, and assumptions by the
managements of Ford and Ford Credit and involve a number of risks,
uncertainties, and other factors that could cause actual results to differ
materially from those stated, including, without limitation, those set forth
in “Item 1A-Risk Factors” and “Item 7 -Management’s Discussion and Analysis of
Financial Condition and Results of Operations -Risk Factors” of Ford’s and
Ford Credit’s Annual Reports on Form 10-K for the year ended
2008
the Securities and Exchange Commission to learn more about the risk factors
associated with Ford’s and Ford Credit’s businesses.
Ford and Ford Credit cannot be certain that any expectations, forecasts,
or assumptions made by management in preparing these forward-looking
statements will prove accurate, or that any projections will be realized. It
is to be expected that there may be differences between projected and actual
results. Our forward-looking statements speak only as of the date of their
initial issuance, and we do not undertake any obligation to update or revise
publicly any forward-looking statements, whether as a result of new
information, future events, or otherwise.
This press release is for informational purposes only and is not an offer
to purchase with respect to any securities. The Notes Tender Offer is being
made only by the applicable Notes Offer to Purchase dated
the related Notes Letter of Transmittal. Investors can get such documents and
other filed documents for free by contacting the dealer managers or
information agent described below (respectively, the “Dealer Managers” and the
“Information Agent”). The Term Loan Offer is being made only by an applicable
offer to purchase, which will be made available to term loan lenders under
Ford’s Credit Agreement through posting to the IntraLinks system.
The Notes Tender Offer is not being made in any jurisdiction in which, or
to or from any person to or from whom, it is unlawful to make such offer or
solicitation under applicable securities or blue sky laws. In any
jurisdiction where the laws require tender offers to be made by a licensed
broker or dealer, the Notes Tender Offer will be deemed to be made on behalf
of Ford Credit by the Dealer Managers, or one or more registered broker
dealers under the laws of such jurisdiction.
Goldman, Sachs & Co., Blackstone Advisory Services L.P. (“Blackstone”),
Citigroup Global Markets Inc., Deutsche Bank Securities Inc. and J. P. Morgan
Securities Inc., are serving as Dealer Managers in connection with the Notes
Tender Offer. Global Bondholder Services Corporation is serving as Depositary
Agent and Information Agent in connection with the Notes Tender Offer.
Persons with questions regarding the Notes Tender Offer should contact
Goldman, Sachs & Co. at 800-828-3182 (toll free) or 212-357-4692 (collect) and
Blackstone at 212-583-5400 (collect). Requests for copies of the Notes Offer
to Purchase, or the Notes Letter of Transmittal, may be directed to Global
Bondholder Services Corporation at (866) 470-4300 (toll free) or (212) 430-
3774 (collect for banks and brokers). Copies of the relevant Notes Tender
Offer documents are also available on Ford’s investor relations web site at:
www.shareholder.ford.com.
Blackstone, Citigroup Global Markets Inc., Goldman Sachs Credit Partners
L.P., and J. P. Morgan Securities Inc. are serving as Auction Agents in
connection with the Term Loan Offer.
TABLE OF FORD NOTES
A copy of this table is also available at
http://media.ford.com/images/10031/table_of_Ford_notes.pdf
Acceptance Aggregate
Title of CUSIP Priority Face Principal Amount
Issuer Security(1) Numbers Level Amount Outstanding(2)
Ford 9.50% Guaranteed
Motor Debentures due June 345220AB3 1 $5,000 $490,000,000
Company 1, 2010
(3)
Ford 7.45% GLOBLS due
Motor July 16, 2031 345370CA6 2 $1,000 $3,698,500,000
Company
Ford 6 1/2% Debentures
Motor due August 1, 345370BX7 3 $5,000 $481,550,000
Company 2018
Ford 8 7/8% Debentures
Motor due January 15, 345370BJ8 3 $5,000 $177,972,000
Company 2022
Ford 7 1/8% Debentures
Motor due November 345370BN9 3 $5,000 $295,000,000
Company 15, 2025
Ford 7 1/2% Debentures
Motor due August 1, 345370BP4 3 $5,000 $250,000,000
Company 2026
Ford 6 5/8% Debentures
Motor due February 15, 345370BT6 3 $5,000 $124,343,000
Company 2028
Ford 6 5/8% Debentures
Motor due October 1, 345370BY5 3 $1,000 $741,292,000
Company 2028
Ford 6 3/8% Debentures
Motor due February 1, 345370BZ2 3 $1,000 $431,667,000
Company 2029
Ford 8.900% Debentures
Motor due January 15, 345370BV1 3 $1,000 $383,218,000
Company 2032
Ford 9.95% Debentures due
Motor February 15, 345370BH2 3 $5,000 $11,248,000
Company 2032
Ford 7.50% Notes due June
Motor 10, 2043 345370852 3 $25.00 $690,000,000
Company
Ford 7.75% Debentures due
Motor June 15, 345370BM1 3 $5,000 $149,539,000
Company 2043
Ford 7.40% Debentures due
Motor November 1, 345370BR0 3 $5,000 $438,100,000
Company 2046
Ford 9.980% Debentures
Motor due February 345370BW9 3 $1,000 $208,106,000
Company 15, 2047
Ford 7.70% Debentures
Motor due May 15, 345370BS8 3 $5,000 $339,025,000
Company 2097
Dollar per Face Amount
Tender Early
Title of CUSIP Offer Tender Total
Issuer Security(1) Numbers Consideration Premium Consideration
Ford 9.50% Guaranteed
Motor Debentures due 345220AB3 $2,600.00 $150.00 $2,750.00
Company June
(3) 1, 2010
Ford 7.45% GLOBLS due
Motor July 16, 2031 345370CA6 $270.00 $30.00 $300.00
Company
Ford 6 1/2%
Motor Debentures due 345370BX7 $1,350.00 $150.00 $1,500.00
Company August 1,
2018
Ford 8 7/8%
Motor Debentures due 345370BJ8 $1,350.00 $150.00 $1,500.00
Company January 15,
2022
Ford 7 1/8%
Motor Debentures due 345370BN9 $1,350.00 $150.00 $1,500.00
Company November
15, 2025
Ford 7 1/2%
Motor Debentures due 345370BP4 $1,350.00 $150.00 $1,500.00
Company August 1,
2026
Ford 6 5/8%
Motor Debentures due 345370BT6 $1,350.00 $150.00 $1,500.00
Company February 15,
2028
Ford 6 5/8%
Motor Debentures due 345370BY5 $270.00 $30.00 $300.00
Company October 1,
2028
Ford 6 3/8%
Motor Debentures due 345370BZ2 $270.00 $30.00 $300.00
Company February 1,
2029
Ford 8.900%
Motor Debentures due 345370BV1 $270.00 $30.00 $300.00
Company January 15,
2032
Ford 9.95% Debentures
Motor due February 15, 345370BH2 $1,350.00 $150.00 $1,500.00
Company 2032
Ford 7.50% Notes due
Motor June 10, 2043 345370852 $6.75 $0.75 $7.50
Company
Ford 7.75% Debentures
Motor due June 15, 345370BM1 $1,350.00 $150.00 $1,500.00
Company 2043
Ford 7.40% Debentures
Motor due November 1, 345370BR0 $1,350.00 $150.00 $1,500.00
Company 2046
Ford 9.980%
Motor Debentures due 345370BW9 $270.00 $30.00 $300.00
Company February
15, 2047
Ford 7.70% Debentures
Motor due May 15, 345370BS8 $1,350.00 $150.00 $1,500.00
Company 2097
Percentage of Face Amount
Tender Early
Title of CUSIP Offer Tender Total
Issuer Security(1) Numbers Consideration Premium Consideration
Ford 9.50% Guaranteed
Motor Debentures due 345220AB3 52.00 % 3.00 % 55.00 %
Company June
(3) 1, 2010
Ford 7.45% GLOBLS due
Motor July 16, 2031 345370CA6 27.00 % 3.00 % 30.00 %
Company
Ford 6 1/2% Debentures
Motor due August 1, 345370BX7 27.00 % 3.00 % 30.00 %
Company 2018
Ford 8 7/8% Debentures
Motor due January 15, 345370BJ8 27.00 % 3.00 % 30.00 %
Company 2022
Ford 7 1/8% Debentures
Motor due November 345370BN9 27.00 % 3.00 % 30.00 %
Company 15, 2025
Ford 7 1/2% Debentures
Motor due August 1, 345370BP4 27.00 % 3.00 % 30.00 %
Company 2026
Ford 6 5/8% Debentures
Motor due February 15, 345370BT6 27.00 % 3.00 % 30.00 %
Company 2028
Ford 6 5/8% Debentures
Motor due October 1, 345370BY5 27.00 % 3.00 % 30.00 %
Company 2028
Ford 6 3/8% Debentures
Motor due February 1, 345370BZ2 27.00 % 3.00 % 30.00 %
Company 2029
Ford 8.900% Debentures
Motor due January 15, 345370BV1 27.00 % 3.00 % 30.00 %
Company 2032
Ford 9.95% Debentures
Motor due February 15, 345370BH2 27.00 % 3.00 % 30.00 %
Company 2032
Ford 7.50% Notes due
Motor June 10, 2043 345370852 27.00 % 3.00 % 30.00 %
Company
Ford 7.75% Debentures
Motor due June 15, 345370BM1 27.00 % 3.00 % 30.00 %
Company 2043
Ford 7.40% Debentures
Motor due November 1, 345370BR0 27.00 % 3.00 % 30.00 %
Company 2046
Ford 9.980% Debentures
Motor due February 345370BW9 27.00 % 3.00 % 30.00 %
Company 15, 2047
Ford 7.70% Debentures
Motor due May 15, 345370BS8 27.00 % 3.00 % 30.00 %
Company 2097
(1) The 7.50% Notes due June 10, 2043 are listed on the New York Stock
Exchange under the symbol F-A. The 7.45% GLOBLS due July 16, 2031,
6 5/8% Debentures due October 1, 2028 and 6 3/8% Debentures due
February 1, 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) As of February 28, 2009.
(3) The 9.50% Guaranteed Debentures due June 1, 2010 were originally
issued by Ford Capital B.V. and unconditionally guaranteed as to
payment of principal and interest by Ford Motor Company. Ford Motor
Company subsequently assumed all of Ford Capital B.V.'s rights and
obligations with respect to the Debentures on December 31, 2001.
SOURCE Ford Motor Company