Ford upsizes offer to $6.8 billion to accept all early tendered notes

Chicago, Nov. 19 – Ford Motor Co. expanded its tender offer to purchase all of the notes tendered by the early deadline, lifting the aggregate tender cap for the principal amount of securities the company will buy to $6,795,510,000 from $5 billion, according to a press release on Friday morning.

Ford received tenders from noteholders for the following amounts from the 10 securities in the offer:

• $2,442,405,000 tendered, of 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 hypothetical total consideration of $1,225.84;

• $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 hypothetical total consideration of $1,478.02;

• $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 hypothetical total consideration of $1,366.78;

• $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 hypothetical total consideration of $1,708.71;

• $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 hypothetical total consideration of $1,459.31;

• $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 hypothetical total consideration of $1,107.92;

• $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 hypothetical total consideration of $1,226.61;

• $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 hypothetical total consideration of $1,186.00;

• $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 hypothetical total consideration of $1,227.60; 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 hypothetical total consideration of $1,207.04.

The hypothetical total consideration, given per $1,000 principal amount, was calculated on the basis of pricing for the applicable U.S. Treasury reference security as of 4 p.m. ET on Nov. 3 and assumes an early settlement date of Nov. 22. Actual pricing will be determined at 10 a.m. ET on Nov. 19.

The total consideration includes an early tender payment of $50 per $1,000 of securities tendered by 5 p.m. ET on Nov. 18, the early tender date.

The company will also pay accrued interest to but excluding the applicable settlement date.

The tender offers expire at 11:59 p.m. ET on Dec. 3.

Unless Ford further increases the cap, no more securities will be accepted after the early tender date.

The company expects that any such increased would be announced after pricing on Friday.

The withdrawal deadline was the early tender deadline.

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

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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