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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: May 17, 2024
(Date of earliest event reported)
FORD MOTOR CREDIT COMPANY LLC
(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:
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| Title of each class | | Trading Symbol(s) | | Name of each exchange on which registered |
2.748% Notes due June 14, 2024* | | F/24S | | New York Stock Exchange |
| 4.125% Notes due June 20, 2024* | | F/24O | | New York Stock Exchange |
| 1.744% Notes due July 19, 2024* | | F/24R | | New York Stock Exchange |
| Floating Rate Notes due December 1, 2024* | | F/24L | | New York Stock Exchange |
| 3.683% Notes due December 3, 2024* | | F/24Q | | New York Stock Exchange |
| 1.355% Notes due February 7, 2025* | | F/25I | | New York Stock Exchange |
| 4.535% Notes due March 6, 2025* | | F/25K | | New York Stock Exchange |
| 3.250% Notes due September 15, 2025* | | F/25M | | New York Stock Exchange |
| 2.330% Notes due November 25, 2025* | | F/25L | | New York Stock Exchange |
| 2.386% Notes due February 17, 2026* | | F/26AB | | New York Stock Exchange |
| 6.860% Notes due June 5, 2026* | | F/26A | | 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 |
| 4.867% Notes due August 3, 2027* | | F/27A | | New York Stock Exchange |
| 6.125% Notes due May 15, 2028* | | F/28B | | New York Stock Exchange |
| 5.625% Notes due October 9, 2028* | | F/28D | | New York Stock Exchange |
| 5.125% Notes due February 20, 2029* | | F/29B | | New York Stock Exchange |
| 4.445% Notes due February 14, 2030* | | F/30D | | 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 May 17, 2024, Ford Motor Credit Company LLC (the “Company”) issued and sold (i) $1,500,000,000 aggregate principal amount of 5.850% Notes due May 17, 2027 (the “2027 Notes”), and (ii) $750,000,000 aggregate principal amount of 6.125% Notes due March 8, 2034, which constitutes a further issuance of the 6.125% Notes due March 8, 2034 described in the Company's Prospectus Supplement dated March 5, 2024 and issued on March 8, 2024 (the “2034 Notes”), pursuant to the Company’s effective registration statement on Form S-3 (Registration Statement No. 333-276916) 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 2027 Notes and 2034 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 2027 Notes and 2034 Notes were registered.
Item 9.01. Financial Statements and Exhibits.
EXHIBITS
| | | | | | | | | | |
| Designation | Description | Method of Filing |
| | |
| Opinion of David J. Witten, Attorney to the Company | Filed with this Report |
| | | | |
| Consent of David J. Witten (included in Exhibit 5) | | | Filed with this Report |
| | | | |
| Exhibit 104 | Cover Page Interactive Data File | ** |
| (formatted in Inline XBRL) | |
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: May 17, 2024 | By: | /s/ David J. Witten |
| | David J. Witten |
| | Assistant Secretary |
| | |
| | | | | | | | | | |
| ** | | Submitted electronically with this Report in accordance with the provisions of Regulation S-T.
| | |