Ford to Adjust Conversion Prices on Convertible Debt Securities and Exercise Price and Number of Underlying Shares of Warrants
DEARBORN, MI--Nov. 2, 2012:
- Ford's quarterly dividend of $0.05 per share to be paid in the fourth quarter on its common stock triggers conversion and exercise price adjustments
- Conversion and exercise price adjustments are being made pursuant to the terms of convertible debt securities and warrants
- Adjustments offset dilutive impact of common stock dividends on holders of convertible debt securities and warrants
Ford Motor Company announced that as a result of its fourth-quarter dividend in the amount of $0.05 per share on its common stock, par value $0.01 per share ("Ford common stock"), payable Dec. 3, 2012 to holders of record on Nov. 2, 2012, it will adjust the conversion prices for its two outstanding convertible debt securities, which are convertible into Ford common stock, and the exercise price and number of underlying shares with respect to its outstanding warrants to purchase Ford common stock. The adjustments described below will be made in accordance with the terms of the impacted securities and are intended to offset the dilutive impact of such dividend payments on the holders of the convertible debt securities and warrants.
4.25 Percent Senior Convertible Notes Due Nov.
Ford's 4.25 Percent Senior Convertible Notes due Nov. 15, 2016 (the "2016 Notes") (CUSIP Number 345370 CN8) were issued on Nov. 9, 2009 and $882,743,000 aggregate principal amount remains outstanding. Effective Nov. 9, 2012, the conversion rate for the 2016 Notes of 109.3202 shares of Ford common stock for each $1,000 in principal amount of the 2016 Notes (equivalent to a conversion price of $9.15 per share of Ford common stock) will be adjusted to 109.8554 shares for each $1,000 in principal amount of 2016 Notes (equivalent to a conversion price of approximately $9.10 per share of Ford common stock).
4.25 Percent Senior Convertible Notes Due 2036
Ford's 4.25 Percent Senior Convertible Notes due 2036 (the "2036 Notes") (CUSIP Number 345370 CF5) were issued on Dec. 15, 2006 and $24,996,000 aggregate principal amount remains outstanding. Effective Dec. 15, 2012, the conversion rate for the 2036 Notes of 110.5085 shares of Ford common stock for each $1,000 in principal amount of the 2036 Notes (equivalent to a conversion price of $9.05 per share of Ford common stock) will be adjusted to 111.0495 shares for each $1,000 in principal amount of 2036 Notes (equivalent to a conversion price of approximately $9.01 per share of Ford common stock).
Warrants to Purchase One Share of Ford Common Stock
Ford's Warrants to purchase Ford common stock (CUSIP Number 345370 134) ("Warrants") were issued on Dec. 11, 2009 and about 362,030,407 Warrants remain outstanding. Effective Dec. 11, 2012, the exercise price of $9.05 at which each Warrant is exercisable to purchase 1.0167 shares of Ford common stock will be adjusted to $9.01 and the number of shares for which each Warrant is exercisable will also be adjusted to 1.0212. As a result of these adjustments, effective Dec. 11, 2012, each Warrant will represent the right to purchase 1.0212 shares of Ford common stock at an exercise price of $9.01.
Important Notice of Warrant Expiration
Ford is reminding holders that the Warrants expire on Jan. 1, 2013. Because the expiration date of Jan. 1, 2013 is not a trading day on the New York Stock Exchange ("NYSE"), holders will need to contact their broker or the Depository Trust Company (DTC) and have it exercise their Warrants on their behalf no later than Dec. 31, 2012. Because the Warrants are in global form, they will not be exercisable after DTC's cutoff time for such exercises on Dec. 31, 2012.
In addition, the NYSE has notified Ford that trading in the Warrants on the NYSE will be suspended after the close of business Dec. 24, 2012 to ensure all trades in the Warrants settle in time to allow the purchasers of such Warrants to exercise the Warrants on or before Dec. 31, 2012.
A holder can obtain further information on exercising Warrants by contacting his or her broker or Computershare Trust Company N.A., the company's transfer agent and warrant agent. Brokers are encouraged to contact DTC in advance of the expiration date to confirm the procedures for exercising Warrants and payment of exercise prices.