The remarketing is scheduled to close on April 4, 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, 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. However, the issuance of common stock on June 1, 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. 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.