FORD MOTOR COMPANY Item 8.01. Other Events.
OnNovember 19, 2021 ,Ford Motor Company (the "Company") announced the early tender results and upsizing of its tender offers (each, a "Tender Offer" and collectively, the "Tender Offers") to purchase its outstanding 9.000% Notes dueApril 2025 , 9.625% Notes dueApril 2030 , 7.45% GlobLS dueJuly 2031 , 9.980% Debentures dueFebruary 2047 , 8.900% Debentures dueJanuary 2032 , 8.500% Notes dueApril 2023 , 7.500% Debentures dueAugust 2026 , 7.125% Debentures dueNovember 2025 , 6.625% Debentures dueOctober 2028 and 6.375% Debentures dueFebruary 2029 (collectively, the "Securities"). OnNovember 19, 2021 , the Company amended the terms of the Tender Offers to increase the aggregate tender cap for the combined aggregate principal amount of Securities tendered (the "Aggregate Tender Cap") from$5,000,000,000 to$6,795,510,000 , which is equal to the amount of Securities tendered to date, and announced the accepted amounts and pricing for the Tender Offers. The Tender Offers were made pursuant to an Offer to Purchase datedNovember 4, 2021 , as amended by the Company's press release datedNovember 19, 2021 (the "Offer to Purchase"), which sets forth the terms and conditions of the Tender Offers. The table below sets forth, among other things, the aggregate principal amount of Securities tendered as of5:00 p.m. ,New York City time, onNovember 18, 2021 (the "Early Tender Date"), and accepted in each Tender Offer, and the Total Consideration for each series of Securities validly tendered at or prior to the Early Tender Date and accepted for purchase, as calculated at10:00 a.m. (New York City time) today,November 19, 2021 in accordance with the terms of the Offer to Purchase: Principal U.S. Early Amount Percent Principal Acceptance Treasury Bloomberg Reference Tender Tendered at Tendered of Principal Total Title of Amount Priority Reference Reference
Treasury Fixed Payment Early Tender Amount Amount Consideration Security(1)(2) CUSIP No. Outstanding Level Security Page Yield Spread (3)(4) Date Outstanding Accepted (3)(4)
9.000% Notes 1.125% UST
+80
due April 345370CW8$3,500,000,000 1 due FIT1 1.166% bps$50 $2,442,405,000 69.78%$2,442,405,000 $1,225.87 2025* 10/31/2026 9.625% Notes 1.25% UST +140 due April 345370CX6$1,000,000,000 2 due FIT1 1.515% bps$50 $568,042,000 56.80%$568,042,000 $1,484.54 2030* 8/15/2031 7.45% GlobLS 1.25% UST +145
due
8/15/2031
9.980% 2.375% UST
Debentures 345370BW9 $181,167,000 4 due FIT1 1.921% +300 $50 $66,972,000 36.97% $66,972,000 $1,726.37
due February 5/15/2051 bps
2047
8.900% 1.25% UST +190
Debentures due 345370BV1 $151,302,000 5 due FIT1 1.515% bps $50 $43,555,000 28.79% $43,555,000 $1,466.97
January 2032 8/15/2031
8.500% Notes 0.25% UST +50
due
4/15/2023
7.500% 1.125% UST
Debentures 345370BP4 $193,373,000 7 due FIT1 1.166% +120 $50 $21,182,000 10.95% $21,182,000 $1,226.66
due August 10/31/2026 bps
2026
7.125% 1.125% UST
Debentures 345370BN9 $208,646,000 8 due FIT1 1.166% +105 $50 $32,602,000 15.63% $32,602,000 $1,186.04
due November 10/31/2026 bps
2025
6.625% 1.25% UST
Debentures 345370BY5 $637,803,000 9 due FIT1 1.515% +135 $50 $191,395,000 30.01% $191,395,000 $1,232.57
due October 8/15/2031 bps
2028
6.375%
Debentures 1.25% UST
due 345370BZ2
February8/15/2031 2029
(1) The 7.45% GlobLS due
Debentures due
Singapore Exchange. The remaining series of Securities are not listed on any
securities exchange.
(2) In the case of the 9.000% Notes due
the Total Consideration will be determined taking into account the applicable
par call date for such series of Securities.
(3) Per
(4) The Total Consideration for Securities validly tendered prior to or at the
Early Tender Date and accepted for purchase is calculated using the
applicable Fixed Spread and is inclusive of the Early Tender Payment.
* Denotes a series of Securities for which the calculation of the applicable
Total Consideration will be performed using the present value of such Securities
determined at the Price Determination Date as if the principal amount of such
Securities had been due on the applicable par call date.
The applicable consideration (the "Total Consideration") listed in the table
above for each $1,000 principal amount of each series of Securities was
determined at 10:00 a.m. , New York City time, on November 19, 2021 . Since the
principal amount of Securities tendered as of the Early Tender Date is equal to
the Aggregate Tender Cap, no Securities tendered after the Early Tender Date
will be accepted pursuant to the Tender Offers. The Company may increase the
Aggregate Tender Cap at any time, subject to applicable law and currently
expects that any such increase will be announced after pricing of the Tender
Offers.
Filed as Exhibits 99.1 and 99.2 and incorporated herein by reference are copies of the press releases announcing the early tender results and the accepted amounts and pricing of the Tender Offers, respectively.
Item 7.01. Regulation FD Disclosure.
OnNovember 22, 2021 , the Company also expects to deliver to the trustee for delivery to the holders of the 8.500% Notes dueApril 2023 a notice of redemption to redeem onDecember 7, 2021 (the "Redemption Date"), all of the 8.500% Notes dueApril 2023 not purchased by the Company in the applicable Tender Offer, at the redemption price of 100% of the principal amount of the securities to be redeemed plus a make whole premium, plus accrued and unpaid interest to, but not including, the Redemption Date. Payment of the redemption price and surrender of the 8.500% Notes dueApril 2023 for redemption will be made through the facilities of theDepository Trust Company in accordance with the applicable procedures of theDepository Trust Company onDecember 7, 2021 .
Item 9.01. Financial Statements and Exhibits.
EXHIBITS*
Designation Description Method of Filing
Exhibit 99.1 Press Release, dated November 19, 2021 Filed with this Report
Exhibit 99.2 Press Release, dated November 19, 2021 Filed with this Report
Exhibit 104 Cover Page Interactive Data File **
(formatted in Inline XBRL)© Edgar Online, source
