Attached files
| file | filename |
|---|---|
| EX-99.2 - EXHIBIT 99.2 - FORD MOTOR CO | ex99_2.htm |
| EX-99.1 - EXHIBIT 99.1 - FORD MOTOR CO | ex99_1.htm |
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D. C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of
Report: November 24,
2009
(Date of
earliest event reported)
FORD
MOTOR COMPANY
(Exact
name of registrant as specified in its charter)
Delaware
(State or
other jurisdiction of incorporation)
|
1-3950
|
38-0549190
|
|
(Commission
File Number)
|
(IRS
Employer Identification No.)
|
|
One American Road, Dearborn,
Michigan
|
48126
|
|
(Address
of principal executive offices)
|
(Zip
Code)
|
Registrant's
telephone number, including area code 313-322-3000
Check the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions:
|
¨
|
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
|
|
¨
|
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
140.14a-12)
|
|
¨
|
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
|
|
¨
|
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
|
Item 1.01. Entry into a
Material Definitive Agreement.
Item 2.03. Creation of a
Direct Financial Obligation or an Obligation under an Off-Balance Sheet
Arrangement of a Registrant.
On
November 24, 2009, Ford Motor Company (“Ford”) issued a press release announcing
that it had entered into the Fourth Amendment to the Credit Agreement dated as
of December 15, 2006 (as amended, supplemented or otherwise modified from
time to time prior to November 24, 2009, the “Existing Credit Agreement”) among
Ford, the subsidiary borrowers from time to time party thereto, the several
lenders from time to time party thereto, JPMorgan Chase Bank, N.A., as
administrative agent, and the several banks and other financial institutions or
entities from time to time parties thereto as lenders. The press
release is attached hereto as Exhibit 99.1 and is incorporated by reference
herein.
As a
result of the Fourth Amendment, the Existing Credit Agreement has been amended
and restated effective November 24, 2009 (the “ARCA”). The Fourth Amendment,
including the ARCA, is attached hereto as Exhibit 99.2 and is incorporated by
reference herein.
Prior to
the Fourth Amendment, revolving lenders held commitments totaling $10.7 billion
that matured on December 15, 2011. As a result of the Fourth
Amendment, lenders will have commitments totaling $7.2 billion in a new
revolving facility that matures on November 30, 2013, and such lenders will
convert $724 million of their existing revolving loans to a new term
loan that matures on December 15, 2013. The new term loan
has the same pricing, maturity, and other terms as the existing term loan, but
is not subject to Mandatory Prepayments (as defined in the ARCA).
Lenders
who agreed to extend the maturity of their revolving commitments had the option
to reduce their commitments by up to 25%, and will receive a 1 percentage point
increase in interest rate margins, an increase in quarterly fees and payment of
an upfront fee. On December 3, 2009, Ford will repay
$1.9 billion of the existing revolving loans to effect the commitment
reductions elected by extending lenders. Lenders with revolving
commitments totaling $886 million have elected not to extend those
commitments, which will mature on the original maturity date of
December 15, 2011.
The
lenders also approved the following amendments to the covenants in the Existing
Credit Agreement:
|
|
·
|
Permit
Ford to redeem or prepay Material Unsecured Indebtedness or Permitted
Second Lien Debt (each as defined in the ARCA) in exchange for capital
stock or with the net cash proceeds of capital stock issued by Ford from
and after May 1, 2009;
|
|
|
·
|
Permit
Ford to refinance Material Unsecured Indebtedness and preferred capital
stock with Indebtedness (as defined in the ARCA) that has a maturity date
later than the earlier of December 15, 2013 and the final maturity
date of the Indebtedness or preferred capital stock being refinanced and
that has a weighted average life to maturity equal to or greater than the
shorter of the weighted average life to maturity of the term loans and the
weighted average life to maturity of the Indebtedness or preferred capital
stock being refinanced;
|
|
|
·
|
Reset
certain Restricted Payment (as defined in the ARCA) baskets, as if unused,
so as to permit Ford to make additional Restricted Payments and to redeem
or prepay Material Unsecured Indebtedness or Permitted Second Lien Debt,
in an aggregate amount not to exceed $500,000,000 during any fiscal year
and $1,000,000,000 in the aggregate from and after November 24,
2009;
|
|
|
·
|
Provide
for automatic termination of (1) the unused revolving commitments of
any Lender that becomes a Defaulting Lender (as defined in the ARCA) 30
days after such Lender becomes a Defaulting Lender (the “Termination
Date”), and (2) the funded revolving commitments of any Defaulting
Lender on the Termination Date or from time to time as Ford elects to
repay the outstanding revolving loans of such Defaulting Lender, in each
case, subject to waiver by Ford;
and
|
|
|
·
|
Restrict
Ford from paying dividends (other than dividends payable solely in stock
of Ford) on, or redeeming, retiring or purchasing, for cash consideration,
its common stock pursuant to its Cumulative Growth Amount (as defined in
the ARCA) restricted payment basket unless the revolving facilities are,
in the aggregate, at least 50%
undrawn.
|
- 2
-
Item 9.01. Financial
Statements and Exhibits.
EXHIBITS
|
Designation
|
Description
|
Method of Filing
|
||
|
Exhibit
99.1
|
News
Release dated November 24, 2009
|
Filed
with this Report
|
||
|
Exhibit
99.2
|
Fourth
Amendment, including the Amended and Restated Credit
Agreement
|
Filed
with this Report
|
SIGNATURE
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has
duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
|
FORD MOTOR COMPANY
|
||
|
(Registrant)
|
||
|
Date:
November 25, 2009
|
By:
|
/s/ Louis J. Ghilardi
|
|
Louis
J. Ghilardi
Assistant
Secretary
|
- 3
-
EXHIBIT
INDEX
|
Designation
|
Description
|
Method of Filing
|
||
|
News
Release dated November 24, 2009
|
Filed
with this Report
|
|||
|
Fourth
Amendment, including the Amended and Restated Credit
Agreement
|
Filed
with this Report
|
- 4 -