Ford Credit upsizes, announces expiration of nine-notes tender offer

Chicago, June 17 – Ford Motor Credit Co. LLC announced the results of its tender offer for nine series of notes on Friday evening in a press release.

The company is now offering a maximum purchase consideration of $3 billion, raised from an initial $2.5 billion.

The offer to purchase expired at 5 p.m. ET on June 17.

From the nine series, Ford Credit is accepting all of the tendered notes from five of the series. When the offer started, the company said that it would not be prorating any of the series. From the offer, the tenders at the first four acceptance levels are being accepted and then also the ninth series. The fifth through eighth acceptance levels are not being accepted.

Accordingly, the company received tenders for the following amounts of notes with whether they are being accepted for purchase and the additional principal amount reflected in notices of guaranteed delivery:

• $1,158,985,000 tendered and all are being accepted with an additional $1,381,000 tendered via guaranteed delivery of the $1.5 billion outstanding 3.087% notes due Jan. 9, 2023 (Cusip: 345397A29) for $999.50;

• $460,602,000 tendered and all are being accepted with an additional $8,475,000 tendered via guaranteed delivery of the $900 million outstanding 4.14% notes due Feb. 15, 2023 (Cusip: 345397ZB2) for $1,004;

• $606,515,000 tendered and all are being accepted with an additional $2,136,000 tendered via guaranteed delivery of the $1 billion outstanding 3.096% notes due May 4, 2023 (Cusip: 345397XZ1) for $993.50;

• $440,804,000 tendered and all are being accepted with an additional $244,000 tendered via guaranteed delivery of the $1 billion outstanding 4 3/8% notes due Aug. 6, 2023 (Cusip: 345397WK5) for $1,004.50;

• $723,212,000 tendered and none are being accepted with an additional $10,561,000 tendered via guaranteed delivery of the $1 billion outstanding 3.37% notes due Nov. 17, 2023 (Cusip: 345397A78) for $992;

• $859,446,000 tendered and none are being accepted with an additional $2,071,000 tendered via guaranteed delivery of the $1.25 billion outstanding 3.35% notes due Nov. 1, 2022 (Cusip: 345397ZU0) for $1,003;

• $532,745,000 tendered and none are being accepted with an additional $10,467,000 tendered via guaranteed delivery of the $600 million outstanding 3.55% notes due Oct. 7, 2022 (Cusip: 34540XAB9) also for $1,003;

• $527,174,000 tendered and none are being accepted with an additional $310,000 tendered via guaranteed delivery of the $1 billion outstanding 4Ό% notes due Sept. 20, 2022 (Cusip: 345397WF6) for $1,004.50; and

• $291,165,000 tendered and all are being accepted with an additional $3,868,000 tendered via guaranteed delivery of the $600 million floating-rate notes due Feb. 15, 2023 (Cusip: 345397ZC0) for $996.50.

The total consideration is approximately $2.956 billion, representing the repurchase of approximately $2.958 billion principal amount of notes, excluding notes delivered via guaranteed delivery.

Accrued coupon payments will also be paid in cash. The coupon will accrue through the settlement date (without any additional accrual for tenders via guaranteed delivery).

Settlement will be June 21.

The company is conducting the tender offer to reduce interest expense. Ford does not expect its balance will grow substantially from its current size in the near-term, primarily due to continued low levels of dealer stocks. The tender offer will reduce Ford’s liquidity and bring it down roughly to pre-pandemic levels.

Financing for the tender offer is coming from cash on hand.

There were guaranteed delivery procedures (https://gbsc-usa.com/ford/), as stated above. Notes tendered via guaranteed delivery are due by 5 p.m. ET on June 22. Settlement for notes tendered this way is expected for June 24.

Deutsche Bank Securities Inc. (212 250-2955, 866 627-0391), Mizuho Securities USA LLC (212 205-7736, 866 271-7403) and RBC Capital Markets, LLC (212 618-7843, 877 381-2099) are acting as the dealer managers in the tender offers.

Global Bondholder Services Corp. is the depositary and the information agent (866 924-2200, 212 430-3774).

The Dearborn, Mich.-based financial services company is the credit arm of Ford Motor Co.

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