DESCRIPTION OF NOTES
This description of the terms of the Notes adds information to the description of the general terms and provisions of debt securities in the prospectus. If this summary differs in any way from the summary in the prospectus, you should rely on this summary. The Notes are part of the debt securities registered by Ford Credit in February 2024 to be issued on terms to be determined at the time of sale.
We will issue the Notes under the Indenture, dated as of March 16, 2015, between us and The Bank of New York Mellon, as Trustee (the “Trustee”). The Indenture is summarized in the prospectus beginning on Page 5. The Indenture may be supplemented from time to time.
The 20 Notes
The 20 Notes will initially be limited to $ aggregate principal amount, will be unsecured obligations of Ford Credit and will mature on , 20 (the “20 Notes Maturity Date”). The 20 Notes will be issued in minimum denominations of $200,000 and will be issued in integral multiples of $1,000 for higher amounts.
Ford Credit may, from time to time, without the consent of the holders of the 20 Notes, issue additional notes having the same ranking and the same interest rate, maturity and other terms as the 20 Notes. Any such additional notes will, together with the 20 Notes, constitute a single series of notes under the Indenture. No additional 20 Notes may be issued if an Event of Default has occurred with respect to the 20 Notes.
The 20 Notes will bear interest from , 2024 at the rate of % per annum. Interest on the 20 Notes will be payable on and of each year (each such day an “20 Notes Interest Payment Date”), commencing , 2024, to the persons in whose names the 20 Notes were registered at the close of business on the 15th day preceding the respective 20 Notes Interest Payment Date, subject to certain exceptions.
Interest on the 20 Notes will be computed on the basis of a 360-day year comprised of twelve 30-day months.
The 20 Notes will not be subject to repayment at the option of the holder at any time prior to maturity and will not be entitled to any sinking fund.
Optional Redemption. Prior to , 20 ( months prior to their maturity date) (the “20 Notes Par Call Date”), Ford Credit may redeem the 20 Notes at its option, in whole or in part, at any time and from time to time, at a redemption price (expressed as a percentage of principal amount and rounded to three decimal places) equal to the greater of:
(1) (a) the sum of the present values of the remaining scheduled payments of principal and interest thereon discounted to the redemption date (assuming the 20 Notes matured on the 20 Notes Par Call Date) on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate plus basis points less (b) interest accrued to the date of redemption, and
(2) 100% of the principal amount of the 20 Notes to be redeemed,
plus, in either case, accrued and unpaid interest thereon to the redemption date.
On or after the 20 Notes Par Call Date, Ford Credit may redeem the 20 Notes, in whole or in part, at any time and from time to time, at a redemption price equal to 100% of the principal amount of the 20 Notes being redeemed plus accrued and unpaid interest thereon to the redemption date.
“Treasury Rate” means, with respect to any redemption date, the yield determined by Ford Credit in accordance with the following two paragraphs.
The Treasury Rate shall be determined by Ford Credit after 4:15 p.m., New York City time (or after such time as yields on U.S. government securities are posted daily by the Board of Governors of the Federal Reserve System), on the third business day preceding the redemption date based upon the yield