Ford Credit Announces the Expiration of its Tender Offers for Certain Outstanding Debt Securities Due in 2022 and 2023; Increases the maximum purchase amount

DEARBORN, Michigan, June 17, 2022–(BUSINESS WIRE)–Ford Motor Credit Company LLC (“Ford Credit”) today announced the expiration of its separate cash tender offers (each, a “Tender Offer” and collectively, the “Tender Offers”) to purchase for cash any of the nine outstanding series of Notes described below (each, a “Series of Notes” and collectively, the “Notes”), and that it amended the Tender Offer (as defined below) by increasing the maximum purchase consideration from $2.5 billion to $3.0 billion. Each tender offer described herein has been 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 press release have the meaning given to them in the Tender Offer.

Each tender offer expired at 5:00 p.m., New York City time, on June 17, 2022 (the “Expiration Date”). The “Settlement Date” will be 21 June 2022, the first business day after the Expiry Date, or in the case of Notes validly tendered using the Guaranteed Delivery Procedures and accepted for purchase, the “Settlement Date with Guaranteed Delivery” will be June 24, 2022, the second business day after the guaranteed delivery date.

As disclosed by Global Bondholder Services Corporation, the Information Agent and the Tender Offer Agent, 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the Tender Offers, including the aggregate principal amount of each series of notes validly tendered and not validly withdrawn prior to the Expiry Date and the aggregate principal amount of the Notes reflected in the Notices of Guaranteed Delivery delivered on or before the Expiry Date:

security title

CUSIP no.

The principal amount
Exceptional

Acceptance
Priority
Level

Director
Rising
Tender(1)

AGGREGATE
Director
Amount validly
Submitted as of
deadline
Date on which Ford
Willingness to credit
Accept

Director
Rising
reflected in
Notice of
Guaranteed delivery

3.087% bonds due January 9, 2023

345397A29

$1,500,000,000

1

$1,158,985,000

$1,158,985,000

$1,381,000

4.14% bonds 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% Bond 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% bonds due November 1, 2022

345397ZU0

$1,250,000,000

6

$859,446,000

$0

$2,071,000

3.55% bonds due October 7, 2022

34540XAB9

$600,000,000

seven

$532,745,000

$0

$10,467,000

4.25% bonds due September 20, 2022

345397WF6

$1,000,000,000

8

$527,174,000

$0

$310,000

Floating rate bonds due February 15, 2023

345397ZC0

$600,000,000

9

$291,165,000

$291,165,000

$3,868,000

(1)

Amounts exclude principal amounts of Notes for which holders have complied with certain procedures applicable to guaranteed delivery in accordance with the Procedures for Guaranteed Delivery. These amounts remain subject to the Guaranteed Delivery Procedures. Tickets surrendered in accordance with guaranteed delivery procedures must be surrendered no later than 5:00 p.m. New York City time on June 22, 2022.

The maximum purchase condition (after taking into account the increase described above) has been met for the banknote series with acceptance priority levels of 1 through 4 and 9. Accordingly, Ford Credit intends to accept for purchase all Notes of such series which have been validly tendered and not validly withdrawn on or prior to the Expiry Date. Ford Credit will not accept any Notes with Acceptance Priority Levels 5 through 8 (as set forth in the table above) and will promptly return all validly tendered Notes of that series to the respective Tender Holders. As a result of the foregoing, Ford Credit expects to pay aggregate aggregate consideration of approximately $2,956 million, excluding Notes delivered pursuant to guaranteed delivery procedures and the 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 in aggregate principal amount of Notes, excluding Notes delivered pursuant to guaranteed delivery procedures.

For Holders who have delivered a Notice of Guaranteed Delivery and all other required documents on or before the Expiry Date, on the terms and subject to the conditions set forth in the Offer to Purchase, the deadline for validly depositing tickets using guaranteed delivery procedures will be 5:00 p.m. (New York time) on June 22, 2022.

On 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 on or before the Expiry Date and accepted for purchase will receive full 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 on the Settlement Date with Guaranteed Delivery, as the case may be.

In addition to the full 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 the date of payment of the immediately preceding interest on such Notes up to but excluding the date of settlement (the “Accrued Interest”). Interest will cease to accrue on the settlement date for all bonds accepted for purchase under tender offers. For the avoidance of doubt, Accrued Interest will cease to accrue on the Settlement Date for all Obligations accepted in Bids, including those tendered using Guaranteed Delivery Procedures. In no event will interest be payable by reason 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 managing brokers in the tender offers. Global Bondholder Services Corporation acted as both depositary and information agent for the tender offers. Persons with questions regarding the tender offers should contact Deutsche Bank Securities Inc. at (212) 250-2955 or (toll free) (866) 627-0391, Mizuho Securities USA LLC at (212) 205-7736 or (toll free) (866) 271-7403 or RBC Capital Markets, LLC at (call 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.

Offers to purchase have been made solely by the Offer to Purchase and any related Notice of Guaranteed Delivery. This press release is neither an offer to purchase nor a solicitation of an offer to sell tickets pursuant to the tender offers. The tender offers have not been made to bondholders in any jurisdiction in which the making or acceptance thereof would not be in accordance with securities, blue sky or other laws of such jurisdiction . In any jurisdiction in which take-over bids must be made by an authorized broker or dealer, take-over bids were deemed to have been made on behalf of Ford Credit by the dealer’s managers or one or more brokers or dealers registrants who are licensed under the laws of that jurisdiction.

This press release does not constitute an offer to sell, nor the solicitation of an offer to sell, nor the solicitation of an offer to buy any securities issuable pursuant to the transactions described above. Further, nothing herein constitutes a redemption notice for Notes of any series.

About Ford Motor Credit Company LLC

Ford Motor Credit Company is a leading automotive financial services company. It provides financing to dealers and customers to support the sale of Ford Motor Company products worldwide, 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.

See the source version on businesswire.com: https://www.businesswire.com/news/home/20220617005542/en/

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