FORD MOTOR CO FORM 8-K. (Current report filing) Filed 03/29/10 for the Period Ending 03/28/10

Transcription

1 FORD MOTOR CO FORM 8-K (Current report filing) Filed 03/29/10 for the Period Ending 03/28/10 Address ONE AMERICAN ROAD DEARBORN, MI, Telephone CIK Symbol F SIC Code Motor Vehicles and Passenger Car Bodies Industry Auto & Truck Manufacturers Sector Consumer Cyclicals Fiscal Year 12/31 Copyright 2018, EDGAR Online, a division of Donnelley Financial Solutions. All Rights Reserved. Distribution and use of this document restricted under EDGAR Online, a division of Donnelley Financial Solutions, Terms of Use.

2 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. C FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report: March 28, 2010 (Date of earliest event reported) FORD MOTOR COMPANY (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No.) One American Road, Dearborn, Michigan (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code 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 ) [ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR a-12) [ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR d-2(b)) [ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR e-4(c))

3 Item Entry into a Material Definitive Agreement. On March 28, 2010, Ford Motor Company ( Ford ) and its subsidiary, Volvo Personvagnar AB ( Volvo Holdco ), signed a stock purchase agreement (the Stock Purchase Agreement or the Agreement ) with two subsidiaries of Zhejiang Geely Holding Group Company Limited ( Geely ), Mintime North America, LLC ( Mintime ) and Geely Sweden AB ( Geely Sweden ). Under the terms of the Stock Purchase Agreement, Volvo Holdco will sell, and Geely Sweden will acquire, 100% of the outstanding shares of Volvo Car Corporation and its subsidiaries ( VCC ); Ford will sell, and Mintime will acquire, 100% of the membership interest of Volvo Cars of North America, LLC ( VCNA ); and VCC, VCNA, and their respective subsidiaries (collectively, Volvo ) will retain or acquire certain assets used by Volvo, consisting principally of ownership of, or licenses to use, certain intellectual property; for a total purchase price of $1.8 billion (subject to adjustment as described below), to be paid in the form of cash and a seller loan note to be issued at closing of the transaction (the Transaction ). As part of the Transaction, Volvo will retain the intellectual property it currently owns relating to its operations. Ford or its subsidiaries will sell to VCC, or grant licenses to Volvo under, certain intellectual property owned by Ford and its subsidiaries relating to Volvo s current and planned business. Volvo will have the right to grant sublicenses of certain portions of the Ford licensed intellectual property to third parties, including Geely. Also as part of the Transaction, Volvo will grant licenses to Ford and its subsidiaries in the intellectual property retained by Volvo, as well as the intellectual property transferred by Ford and its subsidiaries to Volvo, other than the intellectual property exclusively used in Volvo s operations. The purchase price includes $200 million in aggregate principal amount of a seller loan note (the Note ), with the balance of the $1.8 billion purchase price to be paid in cash. At closing of the Transaction, the cash portion of the purchase price will be adjusted to reflect Volvo's pension liabilities, debt, cash, and working capital as at closing. The net effect of these adjustments could decrease significantly the cash proceeds to Ford. Pursuant to the terms of the secured credit agreement that Ford entered into in December 2006, as amended (the Credit Agreement ), Ford is required to use a portion of the cash proceeds from the sale of VCC to partially prepay certain outstanding term loans under the Credit Agreement. For additional information, see the Amended and Restated Credit Agreement dated as of November 24, 2009 (filed as Exhibit 99.2 to Ford's Current Report on Form 8-K dated November 25, 2009). The Note to be issued to Volvo Holdco at the closing of the Transaction will be the obligation of the parent of Geely Sweden, and will be guaranteed by the parent of the obligor. The Note will mature five years and three months after closing of the Transaction, and will contain certain covenants with respect to the incurrence of indebtedness, liens, and merger and consolidation transactions. The Stock Purchase Agreement contains customary representations, warranties, covenants and indemnification provisions. The Transaction is expected to be completed in the third quarter of The closing is subject to customary closing conditions, including receipt of applicable regulatory approvals. The Stock Purchase Agreement may be terminated by buyer or seller in the following circumstances: material breach by the other party; failure to complete the closing of the Transaction within nine months of execution of the Agreement; or action by a governmental authority that would prevent or prohibit the Transaction. In addition, Geely may terminate the Stock Purchase Agreement in the event of a material adverse effect on the Volvo business. Following closing of the Transaction, Ford will continue to supply Volvo with, for differing periods, powertrains, stampings and other vehicle components. Volvo will continue to supply engines, stampings and other components to Ford for a period of time. As part of the Transaction, Ford also has committed to provide certain engineering support, information technology, access to tooling for common components, accounting and other selected services for a transition period to ensure a smooth separation process.

4 Item Financial Statements and Exhibits. EXHIBITS Designation Description Method of Filing Exhibit 99 News Release dated Filed with this Report March 28, 2010 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: March 29, 2010 By: /s/ Louis J. Ghilardi Louis J. Ghilardi Assistant Secretary

5 EXHIBIT INDEX Designation Description Exhibit 99 News Release dated March 28, 2010

6 N EWS Contact: Media : John Gardiner jgardin2@ford.com Media : Mark Truby mtruby@ford.com Equity Investment Community : Larry Heck fordir@ford.com Fixed Income Shareholder Inquiries : Investment Community : or Dave Dickenson stockinf@ford.com fixedinc@ford.com FORD REACHES AGREEMENT TO SELL VOLVO CARS AND RELATED ASSETS TO GEELY; SALE EXPECTED TO CLOSE IN THIRD QUARTER DEARBORN, Mich., March 28, 2010 Ford Motor Company [NYSE: F] today announced it has entered into a definitive agreement to sell Volvo Car Corporation and related assets to Zhejiang Geely Holding Group Company Limited. The sale is expected to close in the third quarter of 2010, and is subject to customary closing conditions, including receipt of applicable regulatory approvals. The purchase price for Volvo Cars and related assets (primarily intellectual property) is $1.8 billion (U.S.), which will be paid in the form of a note in the amount of $200 million (U.S.), and the remainder in cash. The cash portion of the purchase price will be adjusted at close for customary purchase price adjustments relating to pension deficits, debt, cash and working capital, the net effect of which could be a significant decrease in the cash proceeds to Ford. Volvo is a great brand with an excellent product lineup. This agreement provides a solid foundation for Volvo to continue to build its business under Geely s ownership, said Alan Mulally, Ford s president and CEO. At the same time, the sale of Volvo will allow us to further sharpen our focus on building the Ford brand around the world and continue to deliver on our One Ford plan serving our customers with the very best cars and trucks in the world. Ford will continue to cooperate with Volvo Cars in several areas after the sale has been completed in order to ensure a smooth transition, but will not retain any ownership in the Volvo Cars business.

7 Following completion of the sale, Ford will continue to supply Volvo Cars with, for differing periods, powertrains, stampings and other vehicle components. As part of the sale, Ford also has committed to provide engineering support, information technology, access to tooling for common components, and other selected services for a transition period to ensure a smooth separation process. Ford and Geely have established agreements to govern the use of intellectual property; these agreements will allow both Volvo and Ford to deliver their business plans and provide appropriate safeguards against misuse. These agreements also will allow Volvo Cars to grant sublicenses to certain portions of Ford s intellectual property used by Volvo Cars to third parties, including Geely. The Volvo team has done an exceptional job of restructuring its business and remaining focused on delivering its plan during the sale process, said Lewis Booth, Ford s chief financial officer. With Ford s continued investment in Volvo, it has launched its best-ever product range and remained true to its core values safety, quality, environmental responsibility and modern Scandinavian design. We look forward to continuing to work with Volvo Cars, and wish the management team, employees and new owners every success for the future. Zhejiang Geely would like to pay tribute to Ford s stewardship of the Volvo brand, and we look forward to continued cooperation as Volvo embarks on the next stage of its evolution with Geely, said Li Shufu, chairman of Zhejiang Geely Holding Group Company Limited. Stephen Odell, CEO of Volvo Cars, added, The Volvo management team fully endorses Ford s sale of Volvo Cars to Geely. We believe this is the right outcome for the business, and will provide Volvo Cars with the necessary resources, including the capital investment, to strengthen the business and to continue to move it forward in the future. Geely has been very supportive of Volvo Cars business plans and management team. We look forward to building a strong relationship between Volvo Cars and Geely, and to maintaining a strong relationship with Ford in those areas where we will continue to work together to ensure a smooth transition. # # # About Ford Motor Company Ford Motor Company, a global automotive industry leader based in Dearborn, Michigan, United States, manufactures or distributes automobiles across six continents. With around 198,000 employees and about 90 plants worldwide, the company's automotive brands include Ford, Lincoln, Mercury and Volvo Cars. The company provides financial services through Ford Motor Credit Company LLC. For more information regarding Ford s products, please visit