ADM Announces Successful Remarketing of $1.75 Billion in Debt Underlying Equity Units

Archer Daniels Midland Company (NYSE: ADM) today announced the
successful remarketing of $1.75 billion in indebtedness originally
issued as a component of its equity units in June 2008. The remarketing
involved 10- and 30-year tranches. As a result of the remarketing, the
coupon rate on this indebtedness was reset to 4.479 percent for the
$750-million, 10-year tranche and 5.765 percent for the $1.0-billion,
30-year tranche.
The remarketing is scheduled to close on April 4, 2011, subject to
customary closing conditions. The remarketing is being conducted on
behalf of equity unit holders and ADM will not initially receive any of
the proceeds. Proceeds from the remarketing will be used to purchase
U.S. Treasury securities that will be pledged to secure the stock
purchase obligations of the holders of the equity units. The U.S.
Treasury securities will be held by the collateral agent, The Bank of
New York Mellon. On June 1, 2011, ADM will receive approximately $1.75
billion from the collateral agent and will issue common stock under the
forward stock purchase contracts, which will complete the company′s
equity obligations under the original equity units.
The proceeds from the share issuance will be used for general corporate
purposes, including paying down some short-term debt.
As a result of the remarketing described above, for the calculation of
ADM′s diluted earnings per share (EPS) for the third quarter of fiscal
2011, ADM will be required to use the 'if converted? method for these
securities. The 'if converted? method requires ADM to assume conversion
of these securities into shares at the beginning of the third quarter.
In applying the 'if converted? method, the after-tax interest expense is
added to the numerator of the diluted EPS calculation while
approximately 44 million additional shares are added to the denominator
of the diluted EPS calculation. Once the remarketing closes, ADM is no
longer required to use the 'if converted? method for calculating diluted
EPS.
For the fourth quarter of fiscal 2011, the impact of the 'if converted?
method is expected to be insignificant because it will only be applied
for four days assuming the remarketing closes, as expected, on April 4,
2011. However, the issuance of common stock on June 1, 2011, as
described above, will result in approximately 44 million additional
shares of ADM′s common stock being issued and outstanding from the date
of issuance.
In summary, these transactions are expected to result in 44 million
additional shares of common stock being issued and outstanding for the
month of June (i.e. one month), which will affect both basic and diluted
EPS for the fourth quarter and year ended June 30, 2011. Additionally,
for diluted EPS, the 'if converted? method, as described above, is
required to be used for approximately three months, both for the third
quarter of fiscal 2011 and for the fiscal year ended June 30, 2011.
BofA Merrill Lynch, Citi and J.P. Morgan Securities Inc. are the joint
lead remarketing agents.
This announcement does not constitute an offer to sell or a solicitation
of an offer to buy these securities, nor shall there be any sale of
these securities in any jurisdiction in which such an offer,
solicitation or sale would be unlawful prior to registration or
qualification under the securities laws of any such jurisdiction. The
offering of these securities may be made only by means of a prospectus
and a related prospectus supplement, copies of which may be obtained
when available from Citigroup Global Markets Inc. toll-free at
1-877-858-5407 or e-mail batprospectusdept@citigroup.com;
J.P. Morgan Securities LLC (collect) at 212-834-4533; or Merrill Lynch,
Pierce, Fenner & Smith Incorporated toll-free at 1-800-294-1322 or
e-mail dg.prospectus_requests@baml.com.
About ADM
Every day, the 29,000 people of Archer Daniels Midland Company (NYSE:
ADM) turn crops into renewable products that meet the demands of a
growing world. At more than 240 processing plants, we convert corn,
oilseeds, wheat and cocoa into products for food, animal feed, chemical
and energy uses. We operate the world′s premier crop origination and
transportation network, connecting crops and markets in more than 60
countries. Our global headquarters is in Decatur, Illinois, and our net
sales for the fiscal year ended June 30, 2010, were $62 billion.
Forward-Looking Statements
This press release includes forward-looking statements, within the
meaning of the Private Securities Litigation Reform Act of 1995, that
are subject to risks, uncertainties and other factors, including the
current market demand for these types of securities and the securities
of ADM and the negotiations between ADM and the remarketing agents.
These risks, uncertainties and other factors could cause actual results
to differ materially from those referred to in the forward-looking
statements. The reader is cautioned not to rely on these forward-looking
statements. Other risks that could impact the offering are described in
detail in the ADM Annual Report on Form 10-K for the fiscal year ended
June 30, 2010 as filed with the U.S. Securities and Exchange Commission.
All forward-looking statements are based on information currently
available to ADM and ADM assumes no obligation to update any such
forward-looking statements.
Archer Daniels Midland Company
ADM Media Relations,
217-424-5413
media@adm.com
or
ADM
Investor Relations, 217-424-4586





