Ford Motor Credit Company LLC (“Ford Credit”) announced today
the expiration of its separate cash tender offers (each, a “Tender
Offer” and collectively, the “Tender Offers”) to purchase for cash
any and all of the nine series of outstanding notes described below
(each, a “series of Notes” and collectively, the “Notes”), and that
it has amended the Offer to Purchase (as defined below) by
increasing the Maximum Purchase Consideration from $2.5 billion to
$3.0 billion. Each Tender Offer described herein was made on the
terms and conditions set forth in the Offer to Purchase, dated June
13, 2022 (each as amended as described herein, an “Offer to
Purchase”). Capitalized terms used but not defined in this
announcement have the meanings given to them in the Offer to
Purchase.
Each Offer to Purchase expired at 5:00 p.m., New York City time,
on June 17, 2022 (the “Expiration Date”). The “Settlement Date”
will be June 21, 2022, the first business day after the Expiration
Date, or in the case of any Notes validly tendered using the
Guaranteed Delivery Procedures and accepted for purchase, the
“Guaranteed Delivery Settlement Date” will be June 24, 2022, the
second business day after the Guaranteed Delivery Date.
As reported by Global Bondholder Services Corporation, the
Information Agent and Tender Agent in connection with the Tender
Offers, the following table sets forth certain information about
the Tender Offers, including the aggregate principal amount of each
series of Notes validly tendered and not validly withdrawn prior to
the Expiration Date and the aggregate principal amount of Notes
reflected in Notices of Guaranteed Delivery delivered at or prior
to the Expiration Date:
Title of Security
CUSIP No.
Principal Amount
Outstanding
Acceptance Priority
Level
Principal Amount
Tendered(1)
Aggregate Principal Amount
Validly Tendered as of the Expiration Date that Ford Credit Will
Accept
Principal Amount Reflected in
Notices of Guaranteed Delivery
3.087% Notes due January 9,
2023
345397A29
$1,500,000,000
1
$1,158,985,000
$1,158,985,000
$1,381,000
4.14% Notes due February 15,
2023
345397ZB2
$900,000,000
2
$460,602,000
$460,602,000
$8,475,000
3.096% Notes due May 4, 2023
345397XZ1
$1,000,000,000
3
$606,515,000
$606,515,000
$2,136,000
4.375% Notes due August 6,
2023
345397WK5
$1,000,000,000
4
$440,804,000
$440,804,000
$244,000
3.37% Notes due November 17,
2023
345397A78
$1,000,000,000
5
$723,212,000
$0
$10,561,000
3.35% Notes due November 1,
2022
345397ZU0
$1,250,000,000
6
$859,446,000
$0
$2,071,000
3.55% Notes due October 7,
2022
34540XAB9
$600,000,000
7
$532,745,000
$0
$10,467,000
4.25% Notes due September 20,
2022
345397WF6
$1,000,000,000
8
$527,174,000
$0
$310,000
Floating Rate Notes due February
15, 2023
345397ZC0
$600,000,000
9
$291,165,000
$291,165,000
$3,868,000
(1)
The amounts exclude the principal
amounts of Notes for which holders have complied with certain
procedures applicable to guaranteed delivery pursuant to the
Guaranteed Delivery Procedures. Such amounts remain subject to the
Guaranteed Delivery Procedures. Notes tendered pursuant to the
Guaranteed Delivery Procedures are required to be tendered at or
prior to 5:00 p.m., New York City time, on June 22, 2022.
The Maximum Purchase Condition (after giving effect to the
increase described above) has been satisfied in respect of the
series of Notes with Acceptance Priority Levels of 1-4 and 9.
Accordingly, Ford Credit plans to accept for purchase all Notes of
those series that have been validly tendered and not validly
withdrawn at or prior to the Expiration Date. Ford Credit will not
accept any Notes with Acceptance Priority Levels 5-8 (as indicated
in the table above) and will promptly return all validly tendered
Notes of such series to the respective tendering holders. As a
result of the foregoing, Ford Credit expects to pay aggregate Total
Consideration of approximately $2,956 million, excluding the Notes
delivered pursuant to the Guaranteed Delivery Procedures and
applicable Accrued Coupon Payment, which will be payable in cash in
addition to the Total Consideration, and Ford Credit will purchase
approximately $2,958 million aggregate principal amount of Notes,
excluding Notes delivered pursuant to the Guaranteed Delivery
Procedures.
For holders who delivered a Notice of Guaranteed Delivery and
all other required documentation at or prior to the Expiration
Date, upon the terms and subject to the conditions set forth in the
Offer to Purchase, the deadline to validly tender Notes using the
Guaranteed Delivery Procedures will be 5:00 p.m. (New York City
time) on June 22, 2022.
Upon the terms and subject to the conditions set forth in the
applicable Offer to Purchase, holders whose Notes have been validly
tendered and not validly withdrawn at or prior to the Expiration
Date and accepted for purchase will receive the Total Consideration
(the “Total Consideration”) set forth in the Offer to Purchase for
each $1,000 principal amount of such Notes in cash on the
Settlement Date or the Guaranteed Delivery Settlement Date, as
applicable.
In addition to the Total Consideration, holders whose Notes are
accepted for purchase will receive a cash payment equal to the
“Accrued Coupon Payment,” which represents accrued and unpaid
interest on such Notes from and including the immediately preceding
interest payment date for such Notes to, but excluding, the
Settlement Date (the “Accrued Interest”). Interest will cease to
accrue on the Settlement Date for all Notes accepted for purchase
in the Tender Offers. For the avoidance of doubt, Accrued Interest
will cease to accrue on the Settlement Date for all Notes accepted
in the Offers, including those tendered using Guaranteed Delivery
Procedures. Under no circumstances will any interest be payable
because of any delay in the transmission of funds to Holders by DTC
or its participants.
Deutsche Bank Securities Inc., Mizuho Securities USA LLC and RBC
Capital Markets, LLC acted as the dealer managers in the Tender
Offers. Global Bondholder Services Corporation acted as both the
depositary and the information agent for the Tender Offers. Persons
with questions regarding the Tender Offers should contact Deutsche
Bank Securities Inc. at (collect) (212) 250-2955 or (toll free)
(866) 627-0391, Mizuho Securities USA LLC at (collect) (212)
205-7736 or (toll free) (866) 271-7403 or RBC Capital Markets, LLC
at (collect) (212) 618-7843 or toll free (877) 381-2099. Requests
for copies of the Offer to Purchase and other related materials
should be directed to Global Bondholder Services Corporation at
(toll free) (855) 654-2014 or (collect) (212) 430-3774.
The Tender Offers were made only by the Offer to Purchase and
any related Notice of Guaranteed Delivery. This news release is
neither an offer to purchase nor a solicitation of an offer to sell
any Notes in the Tender Offers. The Tender Offers were not made to
holders of Notes in any jurisdiction in which the making or
acceptance thereof would not be in compliance with the securities,
blue sky or other laws of such jurisdiction. In any jurisdiction in
which the Tender Offers are required to be made by a licensed
broker or dealer, the Tender Offers were deemed to be made on
behalf of Ford Credit by the dealer managers or one or more
registered brokers or dealers that are licensed under the laws of
such jurisdiction.
This news release does not constitute an offer to sell, or the
solicitation of an offer to sell, or the solicitation of an offer
to buy any securities that may be issued pursuant to the
transactions described above. Further, nothing contained herein
shall constitute a notice of redemption of the Notes of any
series.
About Ford Motor Credit Company LLC
Ford Motor Credit Company is a leading automotive financial
services company. It provides dealer and customer financing to
support the sale of Ford Motor Company products around the world,
including through Lincoln Automotive Financial Services in the
United States, Canada and China. Ford Credit is a subsidiary of
Ford established in 1959. For more information, visit
www.fordcredit.com or www.lincolnafs.com.
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version on businesswire.com: https://www.businesswire.com/news/home/20220617005542/en/
Media Karen Hampton 1.313.236.3467
khampto2@ford.com
Equity Investment Community Lynn Antipas Tyson 1.914.485.1150
ltyson4@ford.com
Fixed Income Investment
Community Karen Rocoff 1.313.621.0965
krocoff@ford.com
Shareholder Inquiries 1.800.555.5259 or 1.313.845.8540
stockinf@ford.com
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