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: June 8 , 2023
(Date of earliest event reported)
(Exact name of registrant as specified in its charter)
Delaware
(State or other jurisdiction of organization)
| 1-6368 | 38-1612444 |
| (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 240.14a-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))
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) |
Name of each exchange on which registered | ||
| 0.623% Notes due June 28, 2023* | F/23E | New York Stock Exchange | ||
| 1.355% Notes due February 7, 2025* | F/25I | New York Stock Exchange | ||
| 3.021% Notes due March 6, 2024* | F/24M | New York Stock Exchange | ||
| 4.535% Notes due March 6, 2025* | F/25K | New York Stock Exchange | ||
| 3.350% Notes due Nine Months or More from the Date of Issue due August 20, 2026 | F/26N | New York Stock Exchange | ||
| Floating Rate Notes due November 15, 2023* | F/23D | New York Stock Exchange | ||
| Floating Rate Notes due December 1, 2024* | F/24L | New York Stock Exchange | ||
| 4.867% Notes due August 3, 2027* | F/27A | New York Stock Exchange | ||
| 2.386% Notes due February 17, 2026* | F/26AB | New York Stock Exchange | ||
| 4.125% Notes due June 20, 2024* | F/24O | New York Stock Exchange | ||
| 2.330% Notes due November 25, 2025* | F/25L | New York Stock Exchange | ||
| 3.683% Notes due December 3, 2024* | F/24Q | New York Stock Exchange | ||
| 1.744% Notes due July 19, 2024* | F/24R | New York Stock Exchange | ||
| 3.250% Notes due September 15, 2025* | F/25M | New York Stock Exchange | ||
| 2.748% Notes due June 14, 2024* | F/24S | New York Stock Exchange | ||
| 6.860% Notes due June 5, 2026* | F/26A | New York Stock Exchange | ||
| 6.125% Notes due May 15, 2028* | F/28B | New York Stock Exchange |
*Issued under Euro Medium Term Notes due Nine Months or More from The Date of Issue Program
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ¨
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
Item 8.01. Other Events.
On June 8, 2023, Ford Motor Credit Company LLC (the “Company”) issued and sold (i) $900,000,000 aggregate principal amount of 6.950% Notes due June 10, 2026 (the “2026 Notes”) and (ii) $850,000,000 aggregate principal amount of 7.200% Notes due June 10, 2030 (the “2030 Notes”), pursuant to the Company’s effective registration statement on Form S-3 (Registration Statement No. 333-253293) previously filed with the Securities and Exchange Commission (the “Registration Statement”). A copy of the opinion of David J. Witten, an Attorney to the Company, relating to the legality of the 2026 Notes and the 2030 Notes is filed as Exhibit 5 to this Report.
The Company incorporates by reference the exhibits filed herewith into the Registration Statement pursuant to which the 2026 Notes and the 2030 Notes were registered.
Item 9.01. Financial Statements and Exhibits.
The following exhibits are filed as part of this Report on Form 8-K.
EXHIBITS
| Designation | Description | Method of Filing | ||
| Exhibit 5 | Opinion of David J. Witten, Attorney to the Company | Filed with this Report | ||
| Exhibit 23.1 | Consent of David J. Witten (included in Exhibit 5) | Filed with this Report | ||
| Exhibit 104 | Cover Page Interactive Data File (formatted in Inline XBRL) | * |
* Submitted electronically with this Report in accordance with the provisions of Regulation S-T.
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 CREDIT COMPANY LLC | ||
| (Registrant) | ||
| Date: June 8, 2023 | By: | /s/ D. J. Witten |
| D. J. Witten | ||
| Assistant Secretary |
Exhibits 5 and 23.1
Ford Motor Credit Company LLC
David J. Witten Assistant Secretary |
One American Road Dearborn, Michigan 48126 |
| June 8, 2023 |
Ford Motor Credit Company LLC
One American Road
Dearborn, MI, 48126
| Re: | Registration Statement |
Ladies and Gentlemen:
Reference is made to the Registration Statement on Form S-3 (the "Registration Statement") filed with the Securities and Exchange Commission (the "Commission") on February 19, 2021 by Ford Motor Credit Company LLC (the "Company") for the registration of debt securities ("Debt Securities"). The Debt Securities are to be issued pursuant to the provisions of an Indenture dated as of March 16, 2015 (the "Indenture"), between the Company and The Bank of New York Mellon, as Trustee (the "Trustee"). Pursuant to the terms of the Indenture, the Company has created as a series of Debt Securities (i) its 6.950% Notes due June 10, 2026 in the aggregate principal amount of $900,000,000 (the "2026 Notes") and (ii) its 7.200% Notes due June 10, 2030 in the aggregate principal amount of $850,000,000 (the "2030 Notes") .
As Assistant Secretary of the Company, I am familiar with the Certificate of Formation and the Limited Liability Company Agreement of the Company and with the affairs of the Company. I also am familiar with the Company's action taken pursuant to Sections 2.01 and 3.01 of the Indenture to establish the 2026 Notes and the 2030 Notes, each as a series of Debt Securities under the Indenture. I have also examined such other documents and instruments and have made such further investigation as I have deemed necessary or appropriate in connection with this opinion.
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Based on the foregoing, it is my opinion that the 2026 Notes and the 2030 Notes each constitute legal, valid and binding obligations of the Company.
My opinion expressed herein is subject to the qualification that I express no opinion as to the applicability of, compliance with, or effect of (i) any bankruptcy, reorganization, insolvency, fraudulent transfer, fraudulent conveyance, moratorium or other similar law or judicially developed doctrine in this area (such as substantive consolidation or equitable subordination) affecting the enforcement of creditors' rights generally, (ii) general principles of equity (regardless of whether enforcement is considered in a proceeding in equity or at law), and (iii) public policy considerations which may limit the rights of parties to obtain certain remedies.
I wish to point out that I am a member of the Bar of the State of Michigan. I have made, or caused to be made, such investigation as I have deemed appropriate with respect to the laws of other jurisdictions in connection with the opinion expressed herein, and nothing has come to my attention in the course of such investigation which would lead me to question the correctness of such opinion.
I hereby consent to the filing of this opinion as Exhibit 5 to the Registration Statement. In giving this consent, I do not admit that I am in the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Commission issued thereunder.
| Very truly yours, | |
| /s/ David J. Witten | |
| David J. Witten | |
| Assistant Secretary |
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