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: February 7, 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 |
| 3.021% Notes due March 6, 2024* | | F/24M | | New York Stock Exchange |
| 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 Oct. 9, 2028 | | F/28D | | New York Stock Exchange |
| 5.125% Notes due February 20, 2029* | | F/29B | | 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 February 7, 2024, Ford Motor Credit Company LLC (the “Company”) entered into an Amended & Restated Sales Agency Agreement dated February 7, 2024 between the Company and Morgan Stanley & Co. LLC, as Lead Arranger, and the other Agents party thereto (collectively, the “MTN Agents”) pursuant to which the MTN Agents have agreed to act as the Company’s agents in soliciting offers to purchase the Company’s Medium Term Notes Due Nine Months or More from the Date of Issue. A copy of this Sales Agency Agreement is filed as Exhibit 1-A to this Report.
Additionally, on the same date, the Company entered into an Amended & Restated Sales Agency Agreement dated February 7, 2024 between the Company and Goldman Sachs International, as Lead Arranger, and the other Agents party thereto (collectively, the “EMTN Agents”) pursuant to which the EMTN Agents have agreed to act as the Company’s agents in soliciting offers to purchase the Company’s Euro Medium Term Notes Due Nine Months or More from the Date of Issue. A copy of this Sales Agency Agreement is filed as Exhibit 1-B to this Report
The Company incorporates by reference the exhibits filed herewith into its Registration Statement on Form S-3ASR (No. 333-276916).
Item 9.01. Financial Statements and Exhibits.
EXHIBITS
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| Designation | Description | Method of Filing |
| | |
| Amended and Restated Sales Agency Agreement dated February 7, 2024 between the Company and the MTN Agents | Filed with this Report |
| Amended and Restated Sales Agency Agreement dated February 7, 2024 between the Company and the EMTN Agents | | | 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.
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| | FORD MOTOR CREDIT COMPANY LLC |
| | (Registrant) |
| | |
| Date: February 7, 2024 | By: | /s/ David J. Witten |
| | David J. Witten |
| | Assistant Secretary |
| | |
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| * | | Submitted electronically with this Report in accordance with the provisions of Regulation S-T.
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