Filed Pursuant to Rule 424(b)(2)
Registration Statement
No.
333-132557
PROSPECTUS SUPPLEMENT
(To Prospectus dated May 1, 2007)
$1,100,000,000
Ford Motor Credit Company LLC
12.00% Notes due May 15, 2015
The Notes will bear interest from
May 5, 2008 at the rate of 12.00% per annum. Ford Credit
will pay interest on the Notes semi-annually in arrears on
May 15 and November 15 of each year, beginning
November 15, 2008.
Investing in the Notes involves
risks. See Risk Factors on page S-3 of this
prospectus supplement and Risk Factors beginning on
page 1 of the accompanying prospectus.
Neither the Securities and
Exchange Commission nor any state securities commission has
approved or disapproved of these securities or passed upon the
adequacy or accuracy of this Prospectus Supplement and the
accompanying Prospectus. Any representation to the contrary is a
criminal offense.
|
|
|
|
|
|
|
|
|
|
|
Per Note
|
|
|
Total
|
|
|
|
|
|
|
|
|
Initial public offering price
|
|
|
98.834%
|
|
|
$
|
1,087,174,000
|
|
Underwriting discounts and commissions
|
|
|
0.800%
|
|
|
$
|
8,800,000
|
|
Proceeds, before expenses, to Ford Credit
|
|
|
98.034%
|
|
|
$
|
1,078,374,000
|
|
Interest on the Notes will accrue
from May 5, 2008 and must be paid by the purchasers if the
Notes are delivered to the purchasers after that date. Ford
Credit expects that delivery of the Notes will be made to
investors on or about May 5, 2008.
JPMorgan
Prospectus Supplement dated April 28, 2008
TABLE OF CONTENTS
Prospectus Supplement
|
|
|
|
|
|
|
Page
|
|
|
|
|
|
|
|
|
S-3
|
|
|
|
|
S-3
|
|
|
|
|
S-3
|
|
|
|
|
S-4
|
|
|
|
|
S-6
|
|
|
|
|
S-8
|
|
|
|
|
S-8
|
|
|
Prospectus
|
Risk Factors
|
|
|
1
|
|
Where You Can Find More Information
|
|
|
1
|
|
Information Concerning Ford Credit
|
|
|
2
|
|
Ford Credit Capital Trusts
|
|
|
3
|
|
Ratio of Earnings to Fixed Charges
|
|
|
4
|
|
Use of Proceeds
|
|
|
4
|
|
Prospectus
|
|
|
4
|
|
Prospectus Supplement or Term Sheet
|
|
|
5
|
|
Description of Debt Securities
|
|
|
5
|
|
Description of Warrants
|
|
|
21
|
|
Description of Trust Preferred Securities
|
|
|
22
|
|
Description of Preferred Securities Guarantees
|
|
|
25
|
|
Plan of Distribution
|
|
|
28
|
|
Legal Opinions
|
|
|
28
|
|
Independent Registered Public Accounting Firm
|
|
|
28
|
|
You should rely only on the information contained or
incorporated by reference in this Prospectus Supplement or the
accompanying Prospectus. No one is authorized to provide you
with different information.
The Notes are not being offered
in any jurisdiction where the offer is not permitted.
You should not assume that the
information in this Prospectus Supplement or the accompanying
Prospectus is accurate as of any date other than the date on the
front of the documents.
S-2
RISK FACTORS
Before purchasing any Notes, you should read carefully this
prospectus supplement, the accompanying prospectus, the
documents incorporated by reference herein, including the risk
factors discussions in Ford Credits 2007 Annual Report on
Form
10-K
for risk
factors regarding Ford and Ford Credit.
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 May 2007 to be issued on terms to be determined
at the time of sale.
The Notes will initially be limited to
$1,100,000,000 aggregate principal amount, will be
unsecured obligations of Ford Credit and will mature on
May 15, 2015. The Notes are not subject to redemption prior
to maturity. The Notes will be issued in minimum denominations
of $100,000 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 Notes, issue additional notes having the same
ranking and the same interest rate, maturity and other terms as
the Notes. Any such additional notes will, together with the
Notes, constitute a single series of notes under the Indenture.
No additional Notes may be issued if an Event of Default has
occurred with respect to the Notes.
The Notes will bear interest from May 5, 2008 at the rate
of 12.00% per annum. Interest on the Notes will be payable on
May 15 and November 15, of each year (each such day an
Interest Payment Date), commencing November 15,
2008, to the persons in whose names the Notes were registered at
the close of business on the 15th day preceding the
Interest Payment Date, subject to certain exceptions.
Interest on the Notes will be computed on the basis of a
360-day
year comprised
of twelve
30-day
months.
Book-Entry, Delivery and Form
The Notes will be issued in the form of one or more fully
registered Global Notes (the Global Notes) which
will be deposited with, or on behalf of, The Depository Trust
Company, New York, New York (the Depository) and
registered in the name of Cede & Co., the
Depositorys nominee. Notes in definitive form will not be
issued, unless the Depository notifies Ford Credit that it is
unwilling or unable to continue as depository for the Global
Notes and Ford Credit fails to appoint a successor depository
within 90 days or unless otherwise determined, at Ford
Credits option. Beneficial interests in the Global Notes
will be represented through book-entry accounts of financial
institutions acting on behalf of beneficial owners as direct and
indirect participants in the Depository.
Initial settlement for the Notes will be made in immediately
available funds. Secondary market trading between participants
of the Depository will occur in the ordinary way in accordance
with Depository rules and will be settled in immediately
available funds using the Depositorys Same-Day Funds
Settlement System.
RECENT DEVELOPMENTS
Ford Credit reported net income of $24 million in the first
quarter of 2008, down $169 million from earnings of
$193 million a year earlier. On a pre-tax basis, Ford
Credit earned $36 million in
S-3
the first quarter, compared with $293 million a year ago.
The decrease in earnings primarily reflected higher provision
for credit losses, higher depreciation expense for leased
vehicles, and higher net losses related to market valuation
adjustments from derivatives. These were offset partially by
lower expenses primarily related to the non-recurrence of costs
associated with Ford Credits North American business
restructuring initiative and higher financing margin.
Based on Ford Credits first quarter 2008 profit forecast,
Ford Credit received a payment of $109 million under the
terms of the profit maintenance agreement between Ford and Ford
Credit. The payment was received in the first quarter, and Ford
Credit expects to repay Ford in 2008. Ford Credits first
quarter 2008 income before income taxes was not impacted because
of the expected repayment.
UNITED STATES TAXATION OF NON-UNITED STATES PERSONS
Income and Withholding Tax
In the opinion of Shearman & Sterling LLP, special tax
counsel to Ford Credit, and counsel for the Underwriters, under
United States federal tax law as of the date of this Prospectus
Supplement, and subject to the discussion of backup withholding
below:
|
|
|
(i) payments of principal and interest on a Note that is
beneficially owned by a non-United States person will not be
subject to United States federal withholding tax;
provided,
that in the case of interest, (x) (a) the
beneficial owner does not actually or constructively own 10% or
more of the total combined voting power of all classes of stock
of Ford Credit entitled to vote, (b) the beneficial owner
is not a controlled foreign corporation that is related,
directly or indirectly, to Ford Credit through stock ownership,
and (c) either (A) the beneficial owner of the Note certifies to
the person otherwise required to withhold United States federal
income tax from such interest, under penalties of perjury, that
it is not a United States person and provides its name and
address or (B) a securities clearing organization, bank or
other financial institution that holds customers
securities in the ordinary course of its trade or business (a
financial institution) and holds the Note certifies
to the person otherwise required to withhold United States
federal income tax from such interest, under penalties of
perjury, that such statement has been received from the
beneficial owner by it or by a financial institution between it
and the beneficial owner and furnishes the payor with a copy
thereof; (y) the beneficial owner is entitled to the
benefits of an income tax treaty under which the interest is
exempt from United States federal withholding tax and the
beneficial owner of the Note or such owners agent provides
an
IRS Form
W-8BEN
claiming the exemption; or (z) the beneficial owner
conducts a trade or business in the United States to which the
interest is effectively connected and the beneficial owner of
the Note or such owners agent provides an
IRS Form
W-8ECI;
provided that in each such case, the relevant certification or
IRS Form is delivered pursuant to applicable procedures and is
properly transmitted to the person otherwise required to
withhold United States federal income tax, and none of the
persons receiving the relevant certification or IRS Form has
actual knowledge that the certification or any statement on the
IRS Form is false;
|
|
|
(ii) a non-United States person will not be subject to
United States federal income or withholding tax on any gain
realized on the sale, exchange or redemption of a Note unless
the gain is effectively connected with the beneficial
owners trade or business in the United States or, in the
case of an individual, the holder is present in the United
States for 183 days or more in the taxable year in which the
sale, exchange or redemption occurs and certain other conditions
are met; and
|
|
|
(iii) a Note owned by an individual who at the time of
death is not a citizen or resident of the United States will not
be subject to United States federal estate tax as a result of
such individuals death if the individual does not actually
or constructively own 10% or more of the
|
S-4
|
|
|
total combined voting power of all classes of stock of Ford
Credit entitled to vote and the income on the Note would not
have been effectively connected with a U.S. trade or business of
the individual.
|
If a beneficial owner or holder of a Note is a non-United States
partnership, the non-United States partnership will be required
to provide an IRS
Form
W-8IMY,
and
unless it has entered into a withholding agreement with the IRS,
to attach an appropriate certification obtained from each of its
partners.
Interest on a Note that is effectively connected with the
conduct of a trade or business in the United States by a holder
of a Note who is a non-United States person, although exempt
from United States withholding tax, may be subject to United
States income tax as if such interest was earned by a United
States person. In addition, if such holder is a non-United
States corporation, it may be subject to a branch profits tax at
a rate of 30% (or such lower rate provided by an applicable
income tax treaty) of its annual earnings and profits that are
so effectively connected, subject to specific adjustments.
Backup Withholding and Information Reporting
In general, information reporting requirements will apply to
certain payments of principal and interest made on a Note
and the proceeds of the sale of a Note within the United States
to
non-corporate
holders of the Notes, and backup withholding
(currently at a rate of 28%) will apply to such payments if the
holder fails to provide an accurate taxpayer identification
number in the manner required or to report all interest and
dividends required to be shown on its federal income tax returns.
Information reporting on IRS Form 1099 and backup
withholding will not apply to payments made by Ford Credit or a
paying agent to a non-United States person on a Note if, in the
case of interest, the IRS Form described in clause (y) or
(z) in Paragraph (i) under Income and Withholding
Tax has been provided under applicable procedures, or, in
the case of interest or principal, the certification described
in clause (x)(c) in Paragraph (i) under Income
and Withholding Tax and a certification that the
beneficial owner satisfies certain other conditions have been
supplied under applicable procedures, provided that the payor
does not have actual knowledge that the certifications are
incorrect.
Payments of the proceeds from the sale of a Note made to or
through a foreign office of a broker will not be subject to
information reporting or backup withholding, except that if the
broker is a United States person, a controlled foreign
corporation for United States tax purposes, a foreign person 50%
or more of whose gross income is effectively connected with a
United States trade or business for a specified three-year
period, a foreign partnership with specific connections to the
United States, or, a United States branch of a foreign bank or
foreign insurance company, information reporting may apply to
such payments. Payments of the proceeds from the sale of a Note
to or through the United States office of a broker are subject
to information reporting and backup withholding unless the
holder or beneficial owner certifies that it is a non-United
States person and that it satisfies certain other conditions or
otherwise establishes an exemption from information reporting
and backup withholding.
Backup withholding is not a separate tax, but is allowed as a
refund or credit against the holders United States federal
income tax, provided the necessary information is furnished to
the Internal Revenue Service.
Interest on a Note that is beneficially owned by a non-United
States person will be reported annually on IRS Form 1042S,
which must be filed with the Internal Revenue Service and
furnished to such beneficial owner.
S-5
UNDERWRITING
Ford Credit is selling the Notes to the Underwriter named below
under an Underwriting Agreement dated April 3, 2006 and
related Pricing Agreement dated April 28, 2008. The
Underwriter and the amount of Notes it has agreed to purchase
from Ford Credit is as follows:
|
|
|
|
|
|
|
|
Principal Amount
|
|
Underwriter
|
|
of Notes
|
|
|
|
|
|
J.P. Morgan Securities Inc.
|
|
$
|
1,100,000,000
|
|
|
|
|
|
|
Total
|
|
$
|
1,100,000,000
|
|
|
|
|
|
Under the terms and conditions of the Underwriting Agreement and
the related Pricing Agreement, if the Underwriter takes any of
the Notes, then it is obligated to take and pay for all of the
Notes.
The Underwriter has advised Ford Credit that it proposes
initially to offer all or part of the Notes directly to
purchasers at the initial public offering price set forth on the
cover page of this Prospectus Supplement. After the Notes are
released for sale to the public, the offering price and other
selling terms with respect to the Notes may from time to time be
varied by the Underwriter.
The Notes are a new issue of securities with no established
trading market. Ford Credit has been advised by the Underwriter
that it intends to make a market in the Notes, but it is not
obligated to do so and may discontinue such market-making at any
time without notice. No assurance can be given as to the
liquidity of the trading market for the Notes.
In connection with the offering, the Underwriter may engage in
transactions that stabilize, maintain or otherwise affect the
price of the Notes. Specifically, the Underwriter may over-allot
in connection with the offering, creating a short position with
respect to the Notes. In addition, the Underwriter may bid for,
and purchase, Notes in the open market to cover any short
position or to stabilize the price of the Notes. Any of these
activities may stabilize or maintain the market price of the
Notes above independent market levels. The Underwriter is not
required to engage in these activities, and may end any of these
activities at any time.
No Public Offering Outside the United States
No action has been or will be taken in any jurisdiction outside
of the United States of America that would permit a public
offering of the Notes, or the possession, circulation or
distribution of this prospectus supplement or any material
relating to Ford Credit, in any jurisdiction where action for
that purpose is required. Accordingly, the Notes included in
this offering may not be offered, sold or exchanged, directly or
indirectly, and neither this prospectus supplement or any other
offering material or advertisements in connection with this
offering may be distributed or published, in or from any such
country or jurisdiction, except in compliance with any
applicable rules or regulations of any such country or
jurisdiction.
European Economic Area
In relation to each Member State of the European Economic Area
(EEA) which has implemented the EU prospectus directive, as
defined below (each, a relevant member state), with effect from
and including the date on which the prospectus directive is
implemented in that relevant member state (the relevant
implementation date) the Notes will not be offered to the public
in that relevant member state prior to the publication of a
prospectus in relation to the Notes which has been approved by
the competent authority in that relevant member state or, where
appropriate, approved in another relevant member state and
notified to the competent authority in that relevant member
state, all in accordance with the prospectus directive, except
S-6
that, with effect from and including the relevant implementation
date, an offer of notes may be made to the public in that
relevant member state at any time:
|
|
|
|
(a)
|
to legal entities which are authorised or regulated to operate
in the financial markets or, if not so authorized or regulated,
whose corporate purpose is solely to invest in securities;
|
|
|
(b)
|
to any legal entity which has two or more of (1) an average
of at least 250 employees during the last financial year;
(2) a total balance sheet of more than
43,000,000 and
(3) an annual net turnover of more than
50,000,000, as
shown in its last annual or consolidated accounts;
|
|
|
|
|
(c)
|
to fewer than 100 natural or legal persons per Member State,
other than qualified investors; or
|
|
|
|
|
(d)
|
in any other circumstances which do not require the publication
by Ford Credit of a prospectus pursuant to Article 3 of the
prospectus directive.
|
For the purposes of this provision, the expression an offer of
notes to the public in relation to any notes in any relevant
member state means the communication in any form and by any
means of sufficient information on the terms of the offer and
the notes to be offered so as to enable an investor to decide to
purchase the notes, as the same may be varied in that Member
State by any measure implementing the prospectus directive in
that Member State and the expression prospectus directive means
Directive 2003/71/EC and includes any relevant implementing
measure in each relevant member state.
United Kingdom
The Notes may not be offered or sold and will not be offered or
sold to any persons in the United Kingdom other than to persons
whose ordinary activities involve them in acquiring, holding,
managing or disposing of investments (as principal or as agent)
for the purposes of their businesses and in compliance with all
applicable provisions of the Financial Services and Markets Act
2000 (FSMA) with respect to anything done in
relation to the notes in, from or otherwise involving the United
Kingdom. In addition, the Underwriter has only communicated or
caused to be communicated and will only communicate or cause to
be communicated any invitation or inducement to engage in
investment activity (within the meaning of Section 21 of
the FSMA) received by it in connection with the issue or sale of
notes in circumstances in which Section 21(1) of the FSMA
does not apply to Ford Credit. Without limitation to the other
restrictions referred to herein, this prospectus supplement is
directed only at (1) persons outside the United Kingdom,
(2) persons having professional experience in matters
relating to investments who fall within the definition of
investment professionals in Article 19(5) of
the Financial Services and Markets Act 2000 (Financial
Promotion) Order 2005; or (3) high net worth bodies
corporate, unincorporated associations and partnerships and
trustees of high value trusts as described in Article 49(2)
of the Financial Services and Markets Act 2000 (Financial
Promotion) Order 2005. Without limitation to the other
restrictions referred to herein, any investment or investment
activity to which this prospectus supplement relate is available
only to, and will be engaged in only with, such persons, and
persons within the United Kingdom who receive this communication
(other than persons who fall within (2) or (3) above)
should not rely or act upon this communication.
It is expected that delivery of the Notes will be made against
payment therefor on or about the date specified in the last
paragraph of the cover page of this prospectus supplement, which
will be the fifth business day following the date of pricing of
the Notes (such settlement cycle being referred to herein as
T+5). Under
Rule
15c6-1
under
the Securities Exchange Act of 1934, as amended, trades in the
secondary market generally are required to settle in three
business days, unless the parties to any such trade expressly
agree otherwise. Accordingly, purchasers who wish to trade
either series of the Notes on the date of pricing or the
following
S-7
business day will be required, by virtue of the fact that the
Notes initially will settle in T+5, to specify an alternate
settlement cycle at the time of any such trade to prevent a
failed settlement. Purchasers of Notes who wish to trade those
Notes on the date of pricing or the following business day
should consult their own advisor.
All secondary trading in the Notes will settle in immediately
available funds.
Ford Credit has agreed to indemnify the Underwriter against
certain liabilities, including liabilities under the Securities
Act of 1933, as amended. Ford Credit estimates that it will
spend approximately $125,000 for printing, registration fees,
rating agency and other expenses related to the offering of the
Notes. The Underwriter has agreed to reimburse Ford Credit for
certain expenses.
In the ordinary course of their respective businesses, the
Underwriter and its affiliates have engaged, and may in the
future engage, in commercial banking, general financing and/or
investment banking transactions with Ford Credit, Ford and
certain of their affiliates.
LEGAL OPINIONS
The legality of the Notes offered by Ford Credit hereby will be
passed on for Ford Credit by Louis J. Ghilardi, Managing
Counsel Corporate of Ford, or other counsel
satisfactory to the Underwriter. The legality of the Notes
offered hereby will be passed on for the Underwriter by Shearman
& Sterling LLP, 599 Lexington Avenue, New York,
New York. Mr. Ghilardi is a full-time employee of
Ford, and owns and holds options to purchase shares of common
stock of Ford. Shearman & Sterling LLP have in the past
provided, and may continue to provide, legal services to Ford
and its subsidiaries.
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
The financial statements incorporated in this prospectus by
reference to Ford Credits 2007 Annual Report on
Form
10-K
have
been so incorporated in reliance on the report thereon (which
report also covers the effectiveness of Ford Credits
internal control over financial reporting) included therein of
PricewaterhouseCoopers LLP, an independent registered public
accounting firm, given on their authority as experts in auditing
and accounting.
S-8
$13,000,000,000
Ford Motor Credit Company LLC
Senior Debt Securities, Subordinated Debt Securities and Warrants
FORD CREDIT CAPITAL TRUST I
FORD CREDIT CAPITAL TRUST II
FORD CREDIT CAPITAL TRUST III
Trust Preferred Securities
Guaranteed as set forth herein by
Ford Motor Credit Company LLC
This prospectus is part of a registration statement that Ford
Credit and the Ford Credit Capital Trusts filed with the SEC.
Under this registration, Ford Credit or, as applicable, the Ford
Credit Capital Trusts may, from time to time, sell the following
types of securities described in this prospectus in one or more
offerings up to a total dollar amount of $13,000,000,000:
|
|
|
our debt securities, in one or more series, which may be senior
debt securities or subordinated debt securities, in each case
consisting of notes, debentures or other unsecured evidences of
indebtedness;
|
|
|
warrants to purchase debt securities;
|
|
|
trust preferred securities issued by one of the Ford Credit
Capital Trusts; or
|
|
|
any combination of these securities.
|
This prospectus provides a general description of the securities
we may offer. Each time we sell securities, we will provide a
prospectus supplement that will contain specific information
about the terms of that offering. The prospectus supplement may
also add, update or change information contained in this
prospectus.
Investments in the securities involve certain risks. See
Risk Factors
beginning on page 1 of this
prospectus.
You should read both this prospectus and any prospectus
supplement together with additional information described under
the heading Where You Can Find More Information.
Our principal executive offices are located at:
Ford Motor Credit Company LLC
One American Road
Dearborn, Michigan 48126
313-322-3000
Neither the Securities and Exchange Commission nor any state
securities commission has approved or disapproved of these
securities or determined if this prospectus is truthful or
complete. Any representation to the contrary is a criminal
offense.
The date of this prospectus is May 1, 2007.
TABLE OF CONTENTS
|
|
|
|
|
|
|
Page
|
|
|
|
|
|
|
|
|
1
|
|
|
|
|
1
|
|
|
|
|
2
|
|
|
|
|
3
|
|
|
|
|
4
|
|
|
|
|
4
|
|
|
|
|
4
|
|
|
|
|
5
|
|
|
|
|
5
|
|
|
|
|
21
|
|
|
|
|
22
|
|
|
|
|
25
|
|
|
|
|
28
|
|
|
|
|
28
|
|
|
|
|
28
|
|
You should rely only on the information contained or
incorporated by reference in this prospectus and in any
accompanying prospectus supplement. No one has been authorized
to provide you with different information.
The securities are not being offered in any jurisdiction
where the offer is not permitted.
You should not assume that the information in this prospectus
or any prospectus supplement is accurate as of any date other
than the date on the front of the documents.
RISK FACTORS
Your investment in the securities involves certain risks. In
consultation with your own financial and legal advisers, you
should carefully consider whether an investment in the
securities is suitable for you. The securities are not an
appropriate investment for you if you do not understand the
terms of the securities or financial matters generally. In
addition, certain factors that may adversely affect the business
of Ford Motor Credit Company LLC, referred to hereafter as Ford
Credit, and Ford Motor Company, referred to hereafter as Ford,
are discussed in Ford Credits periodic reports referred to
in Where You Can Find More Information, below. For
example, Ford Credits Annual Report on Form 10-K for the
year ended December 31, 2006 contains a discussion of
significant risks that could be relevant to an investment in the
securities. You should not purchase the securities described in
this Prospectus unless you understand and know you can bear all
of the investment risks involved.
WHERE YOU CAN FIND MORE INFORMATION
You can learn more about the financial results and credit
ratings of Ford Credit by reading the annual, quarterly and
current reports and other information Ford Credit files with the
Securities and Exchange Commission, referred to hereafter as the
SEC. You may read and copy any document Ford Credit files at the
SECs public reference room at 450 Fifth
Street, N.W., Washington, D.C. 20549. Please call the SEC
at
1-800-SEC-0330
for
further information on the public reference room. The SEC
filings of Ford Credit also are available to you at the
SECs web site at
http://www.sec.gov.
The SEC allows Ford Credit to incorporate by reference the
information it files with the SEC, which means that Ford Credit
can disclose important information to you by referring you to
those documents, which are considered part of this prospectus.
Information that Ford Credit files later with the SEC will
automatically update and supersede the previously filed
information. Ford Credit incorporates by reference the documents
listed below and any future filings made with the SEC under
Section 13(a), 13(c), 14 or 15(d) of the Securities
Exchange Act of 1934 until the offering of all the Notes has
been completed.
|
|
|
|
|
Annual Report of Ford Credit on
Form
10-K
for the
year ended December 31, 2006, which is referred to
hereafter as the
2006
10-K
Report.
|
|
|
|
Current Reports of Ford Credit on
Form
8-K
filed in
2007 on January 3, January 25, February 1,
February 14, February 14, March 2, March 9,
March 12, April 5, April 26, and May 1.
|
These reports include information about Ford as well as
information about Ford Credit.
You may request copies of these filings at no cost, by writing
or telephoning Ford Credits principal executive offices at
the following address:
|
|
|
Ford Motor Credit Company LLC
One American Road
Dearborn, MI 48126
Attn: Corporate Secretary
1-800-426-2888
|
Each of the Ford Credit Capital Trusts is a special purpose
entity, has no operating history or independent operations and
is not engaged in and does not propose to engage in any activity
other than its holding as trust assets our subordinated debt
securities and the issuing of the trust preferred securities.
Further, 100% of the outstanding voting securities of each of
the trusts is or will be owned by us and the preferred
securities guarantee that we will issue in connection with any
issuance of trust preferred securities by the trusts, together
with our obligations under the subordinated debt securities and
related agreements and instruments, will constitute a full and
1
unconditional guarantee on a subordinated basis by us of
payments due on the trust preferred securities. Accordingly,
pursuant to
Rule
3-10(b)
of
Regulation
S-X
under the Securities Act of 1933 and the Securities Exchange Act
of 1934, no separate financial statements for any of the trusts
have been included or incorporated by reference in the
registration statement and pursuant to
Rule
12h-5
under
the Securities Exchange Act of 1934 none of the trusts will be
subject to the information reporting requirements of the
Securities Exchange Act of 1934.
INFORMATION CONCERNING FORD CREDIT
Ford Credit was incorporated in Delaware in 1959, was converted
to a Delaware limited liability company on May 1, 2007 and
is an indirect, wholly owned subsidiary of Ford. As used herein
Ford Credit refers to Ford Motor Credit Company LLC
and its subsidiaries unless the context otherwise requires.
Ford Credit offers a wide variety of automotive financing
products to and through automotive dealers throughout the world.
Our primary financing products fall into three categories:
|
|
|
|
|
Retail financing purchasing retail installment sale
contracts and retail lease contracts from dealers, and offering
financing to commercial customers, primarily vehicle leasing
companies and fleet purchasers, to lease or purchase vehicle
fleets;
|
|
|
|
Wholesale financing making loans to dealers to
finance the purchase of vehicle inventory, also known as
floorplan financing; and
|
|
|
|
Other financing making loans to dealers for working
capital, improvements to dealership facilities, and to purchase
and finance dealership real estate.
|
We also service the finance receivables and leases we originate
and purchase, make loans to Ford affiliates, purchase certain
receivables of Ford and its subsidiaries and provide insurance
services related to our financing programs.
We earn our revenue primarily from:
|
|
|
|
|
Payments made under retail installment sale contracts and retail
leases that we purchase;
|
|
|
|
Interest supplements and other support payments from Ford and
affiliated companies; and
|
|
|
|
Payments made under wholesale and other dealer loan financing
programs.
|
We conduct our financing operations directly and through our
subsidiaries and affiliates. We offer substantially similar
products and services throughout many different regions, subject
to local legal restrictions and market conditions. We divide our
business segments based on geographic regions: a North America
Segment and an International Segment. The North America Segment
includes our operations in the United States and Canada. The
International Segment includes our operations in all other
countries in which we do business directly and indirectly.
North America Segment
We do business in all 50 states of the United States and in
all provinces in Canada. Our United States operations accounted
for 65% and 67% of our total managed receivables at year-end
2006 and 2005, respectively, and our Canadian operations
accounted for about 8% of our total managed receivables at
year-end 2006 and 2005. Managed receivables include receivables
sold in off-balance sheet securitizations and exclude
receivables sold in whole-loan sale transactions.
In the United States and Canada, under the Ford Credit brand
name, we provide financing services to and through dealers of
Ford, Lincoln and Mercury brand vehicles and non-Ford vehicles
also sold by these dealers and their affiliates. We provide
similar financial services under
2
the Jaguar, Land Rover, Mazda and Volvo brand names to and
through Jaguar, Land Rover, Mazda and Volvo dealers,
respectively.
International Segment
Our International segment includes operations in three main
regions: Europe, Asia-Pacific and Latin America. Our Europe
region is our largest international operation, accounting for
20% and 18% of our total managed receivables at year-end 2006
and 2005, respectively. Within the International segment, our
Europe region accounted for 76% and 74%, of our managed
receivables at year-end 2006 and 2005, respectively. Most of our
European operations are managed through a
United Kingdom-based subsidiary, FCE Bank plc, referred to
hereafter as FCE. FCE operates in the United Kingdom and
operates branches in 15 other European countries. In addition,
FCE has subsidiaries in the United Kingdom, Finland, Hungary,
Poland and the Czech Republic that provide wholesale, leasing
and retail vehicle financing. In our largest European markets,
Germany and the United Kingdom, FCE offers most of our products
and services under the Ford Credit/Bank, Volvo Car Finance, Land
Rover Financial Services, Jaguar Financial Services and Mazda
Credit/Bank brands. FCE generates most of our European revenue
and contract volume from Ford Credit/Bank brand products and
services. FCE, through our Worldwide Trade Financing division,
provides financing to distributors/importers in countries where
typically there is no established local Ford presence. The
Worldwide Trade Financing division currently provides financing
in over 70 countries. In addition, other private label
operations and outsourcing arrangements are in place in several
markets in Central and Eastern Europe. We also offer financing
in Sweden for Volvo brand vehicles through Volvofinans, a joint
venture with Swedish Volvo dealers. We also have a joint venture
in Saudi Arabia that provide wholesale, leasing and retail
vehicle financing.
In the Asia-Pacific region, we operate in Australia, Japan,
Taiwan, Thailand, New Zealand and China. We have joint ventures
with local financial institutions and other third parties in the
Philippines and South Africa. In the Latin America region, we
operate in Mexico, Puerto Rico, Brazil, Chile and Argentina.
The mailing address of Ford Credits executive offices is
One American Road, Dearborn, Michigan 48126, United States
of America. The telephone number of such offices is
(313)
322-3000.
FORD CREDIT CAPITAL TRUSTS
The three trusts, Ford Credit Capital Trusts I, II, and III
(collectively, the Ford Credit Capital Trusts), are
Delaware statutory trusts formed to raise capital for Ford
Credit by issuing preferred securities under this prospectus and
a prospectus supplement, and investing the proceeds in
subordinated debt securities issued by us.
Ford Credit will directly or indirectly own all of the common
securities of each of the Ford Credit Capital Trusts. The common
securities will rank equally with, and each trust will make
payments on the common securities in proportion to, the trust
preferred securities, except that if an event of default occurs
under the declaration of one of the trusts, our rights, as
holder of the common securities, to payments will be
subordinated to your rights as holder of the trust preferred
securities. We will, directly or indirectly, acquire common
securities in an aggregate liquidation amount equal to three
percent of the total capital of each of the trusts.
As holder of the common securities of the trusts, we are
entitled to appoint, remove or replace any of, or increase or
decrease the number of, the trustees of each of our trusts,
provided that the number of trustees shall be at least three.
Each of the trusts business and affairs will be conducted
by the trustees we appoint. The trustees duties and
obligations are governed by the trusts declarations. Prior
to the issuance of any trust preferred securities, we
3
will ensure that one trustee of each trust is a financial
institution that will not be an affiliate of ours and that will
act as property trustee and indenture trustee for purposes of
the Trust Indenture Act of 1939, as amended (the Trust
Indenture Act). In addition, unless the property trustee
maintains a principal place of business in the State of Delaware
and meets the other requirements of applicable law, one trustee
of each of the trusts will have its principal place of business
or reside in the State of Delaware.
We will pay all of the trusts fees and expenses, including
those relating to any offering of trust preferred securities. In
addition, we will enter into a guarantee with respect to each
series of trust preferred securities under which we will
irrevocably and unconditionally agree to make certain payments
to the holders of that series of trust preferred securities,
subject to applicable subordination provisions, except that the
guarantee will only apply when the trust has sufficient funds
immediately available to make those payments but has not made
them.
The principal office of each of the trusts is c/o Ford Motor
Credit Company, One American Road, Dearborn, Michigan 48126
USA and the telephone number is
313-322-3000.
RATIO OF EARNINGS TO FIXED CHARGES
The ratio of earnings to fixed charges for the years
2004-2006
for Ford
Credit are included as an exhibit to Ford Credits 2006
10-K
Report and are
incorporated in this prospectus by reference. The ratio of
earnings to fixed charges for the years
2002-2006
for Ford are
included as an exhibit to Fords Annual Report on
Form
10-K
for the
year ended December 31, 2006 and are incorporated in this
prospectus by reference.
USE OF PROCEEDS
Except as otherwise provided in a prospectus supplement, the net
proceeds from the sale of the securities will be added to the
general funds of Ford Credit and will be available for the
purchase of receivables, for loans and for use in connection
with the retirement of debt. Such proceeds initially may be used
to reduce short-term borrowings (commercial paper, borrowings
under bank lines of credit and borrowings under agreements with
bank trust departments) or may be invested temporarily in
short-term securities.
Ford Credit expects to issue additional long-term and short-term
debt from time to time. The nature and amount of Ford
Credits long-term and short-term debt and the
proportionate amount of each can be expected to vary from time
to time, as a result of business requirements, market conditions
and other factors.
Each of the Ford Credit Capital Trusts will invest all proceeds
received from the sale of its trust preferred securities in a
particular series of subordinated debt securities issued by us.
PROSPECTUS
This prospectus is part of a registration statement that we
filed with the SEC. Under this registration process, we may sell
any combination of the following securities in one or more
offerings up to a total dollar amount of $13,000,000,000, or the
equivalent thereof if any of the securities are denominated in a
currency, currency unit or composite currency
(currency) other than the U.S. dollar:
|
|
|
|
|
unsecured debt securities (debt securities), which
may be either senior (the senior securities) or
subordinated (the subordinated securities);
|
|
|
|
warrants to purchase debt securities (debt
warrants); or
|
4
|
|
|
|
|
trust preferred securities issued by one of the Ford Credit
Capital Trusts (trust preferred securities).
|
|
|
|
|
|
The terms of the securities will be determined at the time of
offering.
|
We will refer to the debt securities, debt warrants, and trust
preferred securities, or any combination of those securities,
proposed to be sold under this prospectus and the applicable
prospectus supplement or term sheet as the offered
securities. The offered securities, together with any debt
securities, issuable upon exercise of debt warrants or
conversion or exchange of other offered securities, as
applicable, will be referred to as the securities.
Because we are a well-known seasoned issuer, as defined in
Rule 405 of the Securities Act of 1933, as amended (the
Act), we may add to and offer additional securities
including secondary securities by filing a prospectus supplement
or term sheet with the SEC at the time of the offer.
PROSPECTUS SUPPLEMENT OR TERM SHEET
This prospectus provides you with a general description of the
debt securities, warrants to purchase debt securities, and trust
preferred securities we may offer. Each time we sell securities,
we will provide a prospectus supplement or term sheet which may
be in the form attached hereto as Exhibit A that will
contain specific information about the terms of that offering.
The prospectus supplement or term sheet may also add to, update
or change information contained in this prospectus and,
accordingly, to the extent inconsistent, information in this
prospectus is superseded by the information in the prospectus
supplement or term sheet. You should read both this prospectus
and any prospectus supplement or term sheet together with the
additional information described above under the heading
Where You Can Find More Information.
The prospectus supplement or term sheet to be provided with this
prospectus will describe the terms of the securities offered,
any initial public offering price, the price paid to us for the
securities, the net proceeds to us, the manner of distribution
and any underwriting compensation and the other specific
material terms related to the offering of these securities.
For more detail on the terms of the securities, you should read
the exhibits filed with or incorporated by reference in our
registration statement.
DESCRIPTION OF DEBT SECURITIES
We will issue debt securities in one or more series under an
Indenture, dated as of February 1, 1985, as supplemented,
between us and The Bank of New York, as successor to
Manufacturers Hanover Trust Company, as Trustee (the
Trustee). The Indenture may be supplemented further
from time to time.
The Indenture is a contract between us and The Bank of
New York acting as Trustee. The Trustee has two main roles.
First, the Trustee can enforce your rights against us if an
Event of Default described below occurs. Second, the
Trustee performs certain administrative duties for us.
The Indenture is summarized below. Because this discussion is a
summary, it does not contain all of the information that may be
important to you. We filed the Indenture as an exhibit to the
registration statement, and we suggest that you read those parts
of the Indenture that are important to you. You especially need
to read the Indenture to get a complete understanding of your
rights and our obligations under the covenants described below
under Limitation on Liens and Merger and
Consolidation. Throughout the summary we have included
parenthetical references to the Indenture so that you can easily
locate the provisions being discussed.
The specific terms of each series of debt securities will be
described in the particular prospectus supplement or term sheet
relating to that series. The prospectus supplement or term
5
sheet may or may not modify the general terms found in this
prospectus and will be filed with the SEC. For a complete
description of the terms of a particular series of debt
securities, you should read both this prospectus and the
prospectus supplement or term sheet relating to that particular
series.
General
The debt securities offered by this prospectus will be limited
to a total amount of $13,000,000,000, or the equivalent amount
in any currency. The Indenture, however, does not limit the
amount of debt securities that may be issued under it.
Therefore, additional debt securities may be issued under the
Indenture.
The prospectus supplement or term sheet that will accompany this
prospectus will describe the particular series of debt
securities being offered by including:
|
|
|
|
|
the designation or title of the series of debt securities;
|
|
|
|
the total principal amount of the series of debt securities;
|
|
|
|
the percentage of the principal amount at which the series of
debt securities will be offered;
|
|
|
|
the date or dates on which principal will be payable;
|
|
|
|
the rate or rates (which may be either fixed or variable) and/or
the method of determining such rate or rates of interest, if any;
|
|
|
|
the date or dates from which any interest will accrue, or the
method of determining such date or dates, and the date or dates
on which any interest will be payable;
|
|
|
|
the terms for redemption, extension or early repayment, if any;
|
|
|
|
the currencies in which the series of debt securities are issued
and payable;
|
|
|
|
the provision for any sinking fund;
|
|
|
|
any additional restrictive covenants;
|
|
|
|
any additional Events of Default;
|
|
|
|
whether the series of debt securities are issuable in
certificated form;
|
|
|
|
any special tax implications, including provisions for original
issue discount;
|
|
|
|
any provisions for convertibility or exchangeability of the debt
securities into or for any other securities;
|
|
|
|
whether the debt securities are subject to subordination and the
terms of such subordination; and
|
|
|
|
any other terms.
|
The debt securities will be unsecured obligations of Ford
Credit. Senior debt securities will rank equally with Ford
Credits other unsecured and unsubordinated indebtedness
(parent company only). Subordinated debt securities will be
unsecured and subordinated in right of payment to the prior
payment in full of all of our unsecured and unsubordinated
indebtedness. See Subordination below.
Unless the prospectus supplement or term sheet states otherwise,
principal (and premium, if any) and interest, if any, will be
paid by us in immediately available funds.
6
Unless otherwise specified in the applicable prospectus
supplement or term sheet, the debt securities will be
denominated in U.S. dollars and all payments on the debt
securities will be made in U.S. dollars.
Payment of the purchase price of the debt securities must be
made in immediately available funds.
As used in this prospectus, Business Day means any
day, other than a Saturday or Sunday, that is neither a legal
holiday nor a day on which commercial banks are authorized or
required by law, regulation or executive order to close in The
City of New York; provided, however, that, with respect to
foreign currency Notes, the day is also not a day on which
commercial banks are authorized or required by law, regulation
or executive order to close in the Principal Financial Center
(as defined below) of the country issuing the specified currency
(or, if the specified currency is the euro, the day is also a
day on which the Trans-European Automated Real Time Gross
Settlement Express Transfer (TARGET) System is open); and
provided further that, with respect to Notes as to which LIBOR
is an applicable interest rate basis, the day is also a London
Business Day.
London Business Day means a day on which commercial
banks are open for business (including dealings in the
designated LIBOR Currency) in London.
Principal Financial Center means (i) the
capital city of the country issuing the specified currency or
(ii) the capital city of the country to which the
designated LIBOR Currency relates, as applicable, except that
the term Principal Financial Center means the
following cities in the case of the following currencies:
|
|
|
Currency
|
|
Principal Financial Center
|
|
|
|
U.S. dollars
Australian dollars
Canadian dollars
New Zealand dollars
South African rand
Swiss francs
|
|
The City of New York
Sydney
Toronto
Auckland
Johannesburg
Zurich
|
In the event that the LIBOR Currency is the euro, the Principal
Financial Center will be London.
Unless otherwise specified in the applicable prospectus
supplement or term sheet, the authorized denominations of debt
securities denominated in U.S. dollars will be integral
multiples of $1,000. The authorized denominations of foreign
currency debt securities will be set forth in the applicable
prospectus supplement or term sheet.
The Indenture does not contain any provisions that give you
protection in the event we issue a large amount of debt or we
are acquired by another entity.
Interest
Interest-bearing debt securities will bear interest from their
respective dates of issue at a fixed rate (Fixed Rate
Notes) or a floating rate (Floating Rate
Notes. Fixed Rate Notes and Floating Rate Notes are
collectively referred to hereafter as Notes.). The
applicable prospectus supplement will specify the interest rate
applicable to each interest-bearing Note and the frequency in
which interest is payable.
Interest, if any, on the Notes will be payable in arrears on
each Interest Payment Date to the persons in whose names the
Notes are registered at the close of business on the 15th day
preceding each such Interest Payment Date.
7
The Interest Payment Dates for interest-bearing
Notes with the stated payment frequencies will be as follows
unless otherwise specified in the prospectus supplement or term
sheet applicable to a series of Notes:
|
|
|
Interest Payment
|
|
|
Frequency
|
|
Interest Payment Dates
|
|
|
|
Monthly
|
|
Twentieth day of each calendar month, beginning in the first
calendar month following the month in which the Note was issued.
|
Quarterly
|
|
Twentieth day of every third month, beginning in the third
calendar month following the month in which the Note was issued.
|
Semiannual
|
|
Twentieth day of every sixth month, beginning in the sixth
calendar month following the month in which the Note was issued.
|
Annual
|
|
Twentieth day of every twelfth month, beginning in the twelfth
calendar month following the month in which the Note was issued.
|
Interest rates on the Notes may differ depending upon, among
other factors, the aggregate principal amount of Notes purchased
in any single transaction. Notes with different variable terms
other than interest rates may also be offered concurrently to
different investors. We may change interest rates or formulas
and other terms of Notes from time to time, but no change of
terms will affect any Note previously issued or as to which we
have accepted an offer to purchase.
Each interest payment on a Note will include interest accrued
from, and including, the issue date or the last Interest Payment
Date, as the case may be, to, but excluding, the following
Interest Payment Date or the Maturity Date, as the case may be
(each such time period an Interest Period).
Fixed Rate Notes
Each Fixed Rate Note will bear interest at a fixed interest rate
per annum. Unless specified otherwise in the applicable
prospectus supplement or term sheet, interest on Fixed Rate
Notes will be computed on the basis of a 360-day year of twelve
30-day months. Unless specified otherwise in the applicable
prospectus supplement or term sheet, if the Maturity Date or an
Interest Payment Date for any Fixed Rate Note is not a Business
Day, then the principal and interest for that Note will be paid
on the next Business Day, and no interest will accrue from and
after the Maturity Date or on such Interest Payment Date.
Floating Rate Notes
Each Floating Rate Note will have an interest rate basis or
formula. Ford Credit may base that formula on:
|
|
|
|
|
the Commercial Paper Rate;
|
|
|
|
LIBOR;
|
|
|
|
the Federal Funds Rate;
|
|
|
|
the Prime Rate;
|
|
|
|
the Treasury Rate;
|
|
|
|
the CMT Rate; or
|
|
|
|
another interest rate basis or formula.
|
The prospectus supplement or term sheet also will indicate any
Spread which will be added to or subtracted from(or which will
be applied as a multiplier) the interest rate formula to
determine the interest rate. A Floating Rate Note may have
either of the following: a ceiling on the rate at which interest
may accrue during any Interest Period (a Maximum Interest
Rate),
8
and a floor on the rate at which interest may accrue during any
Interest Period. In addition to any Maximum Interest Rate
limitation, the interest rate on the Floating Rate Notes will in
no event be higher than the maximum rate permitted by New York
law, as the same may be modified by United States law for
general application.
Ford Credit will appoint a calculation agent to calculate
interest rates on the Floating Rate Notes. Unless a different
party is identified in the prospectus supplement or term sheet,
JPMorgan Chase Bank, N.A. will be the calculation agent. In
most cases, a Floating Rate Note will have a specified
Interest Reset Date, Interest Determination
Date and Calculation Date associated with it.
An Interest Reset Date is the date on which the interest rate on
a Floating Rate Note changes. An Interest Determination Date is
the date as of which the new interest rate is determined, based
on the applicable interest rate basis or formula. The
Calculation Date is the date by which the calculation agent will
determine the new interest rate for a particular Interest Reset
Date.
Change of Interest Rate.
Ford Credit may
reset the interest rate on each Floating Rate Note daily,
weekly, monthly, quarterly, semi-annually, annually or on some
other basis specified in the applicable prospectus supplement or
term sheet.
The related prospectus supplement or term sheet will describe
the initial interest rate and/or interest rate formula for each
Note. That rate is effective until the following Interest Reset
Date. Thereafter, the interest rate will be the rate determined
as of each Interest Determination Date. Each time a new interest
rate is determined, it becomes effective on the next Interest
Reset Date. If any Interest Reset Date is not a Business Day,
then the Interest Reset Date is postponed to the next Business
Day, except, in the case of a LIBOR Note, if the next Business
Day is in the next calendar month, the Interest Reset Date is
the immediately preceding Business Day.
Date Interest Rate is Determined.
The
Interest Determination Date for Floating Rate Notes will be
specified in the applicable prospectus supplement or term sheet.
Index Maturity
The prospectus supplement or term sheet for each Floating Rate
Note will typically specify an Index Maturity for
such Notes, which is the period to maturity of the instrument or
obligation on which the floating interest rate formula is based
(e.g., Three Month LIBOR).
Calculation Date.
Unless otherwise specified in
the related prospectus supplement or term sheet the
Calculation Date, if applicable, relating to an
Interest Determination Date will be the earlier of (1) the
tenth calendar day after such Interest Determination Date or, if
such day is not a Business Day, the next following Business Day,
or (2) the Business Day immediately preceding the relevant
Interest Payment Date or the Maturity Date, as the case may be.
Upon the request of the beneficial holder of any Floating Rate
Note, Ford Credit will provide, or cause the calculation agent
to provide, the interest rate then in effect for such Floating
Rate Note and, if available, the interest rate that will become
effective on the next Interest Reset Date for such Floating Rate
Note.
Payment of Interest.
Payments of interest on
Floating Rate Notes will be paid on the Interest Payment Dates
and on the day of maturity, redemption or repurchase.
Each interest payment on a Floating Rate Note will include
interest accrued from, and including, the issue date or the last
Interest Payment Date, as the case may be, to, but excluding,
the following Interest Payment Date or the Maturity Date, as the
case may be.
Ford Credit will pay installments of interest on Floating Rate
Notes beginning on the first Interest Payment Date after its
issue date to holders of record on the corresponding Regular
Record Date. Unless specified otherwise in the applicable
prospectus supplement or term sheet, the Regular Record Date for
a Floating Rate Note will be on the 15th day (whether or not a
9
Business Day) preceding the Interest Payment Date. If an
Interest Payment Date for any Floating Rate Note (but not the
Maturity Date) is not a Business Day, the Interest Payment Date
will be postponed to the next Business Day, except that in the
case of LIBOR Notes, if the next Business Day is in the next
calendar month, the Interest Payment Date will be the
immediately preceding Business Day. If the Maturity Date of any
Floating Rate Note is not a Business Day, principal, premium, if
any, and interest for that Note will be paid on the next
Business Day, and no interest will accrue from and after the
Maturity Date.
Ford Credit will calculate accrued interest on a Floating Rate
Note by multiplying the principal amount of a Note by an accrued
interest factor. The accrued interest factor is the sum of the
interest factors calculated for each day in the period for which
accrued interest is being calculated. Unless specified otherwise
in the applicable prospectus supplement or term sheet, the
interest factor for each day will be computed by dividing the
interest rate in effect on that day by (1) the actual
number of days in the year, in the case of Treasury Rate Notes
or CMT Rate Notes, or (2) 360, in the case of other Floating
Rate Notes. The interest factor for Floating Rate Notes for
which the interest rate is calculated with reference to two or
more interest rate bases will be calculated in each period in
the same manner as if only one of the applicable interest rate
bases applied. All percentages resulting from any calculation
are rounded to the nearest one hundred-thousandth of a
percentage point, with five one-millionths of a percentage point
rounded upward. For example, 9.876545% (or .09876545) will be
rounded to 9.87655% (or .0987655). Dollar amounts used in the
calculation are rounded to the nearest cent (with one-half cent
being rounded upward).
Calculation of Interest.
The interest rate basis
for different types of Floating Rate Notes will be determined as
follows.
Commercial Paper Rate Notes.
The Commercial Paper
Rate for any Interest Determination Date is the Money
Market Yield of the rate for that date for commercial paper
having the Index Maturity described in the related prospectus
supplement or term sheet, as published in H.15(519) prior to
3:00 p.m. New York City time on the Calculation Date for
such Interest Determination Date under the heading
Commercial Paper Nonfinancial.
The calculation agent will observe the following procedures if
the Commercial Paper Rate cannot be determined as described
above:
|
|
|
|
|
If the above rate is not published in H.15(519) by
3:00 p.m., New York City time, on the Calculation Date, the
Commercial Paper Rate will be the Money Market Yield of the rate
on that Interest Determination Date for commercial paper having
the Index Maturity described in the prospectus supplement or
term sheet, as published in H.15 Daily Update, or such other
recognized electronic source used for the purpose of displaying
such rate, under the caption Commercial Paper
Nonfinancial.
|
|
|
|
If that rate is not published in H.15(519), H.15 Daily Update or
another recognized electronic source used for the purpose of
displaying such rate by 3:00 p.m. New York City time on the
Calculation Date, then the calculation agent will determine the
Commercial Paper Rate to be the Money Market Yield of the
average of the offered rates of three leading dealers of
US dollar commercial paper in New York City as of
11:00 A.M., New York City time, on that Interest
Determination Date for commercial paper having the Index
Maturity described in the prospectus supplement or term sheet
placed for an industrial issuer whose bond rating is
Aa, or the equivalent, from a nationally recognized
securities rating organization. The calculation agent will
select the three dealers referred to above.
|
|
|
|
If fewer than three dealers selected by the calculation agent
are quoting as mentioned above, the Commercial Paper Rate will
remain the Commercial Paper Rate then in effect on that Interest
Determination Date.
|
10
Money Market Yield means a yield (expressed as a
percentage) calculated in accordance with the following formula:
|
|
|
|
|
|
|
D × 360
|
|
|
Money Market Yield =
|
|
|
|
× 100
|
|
|
360 - (D × M)
|
|
|
where D refers to the applicable per annum rate for
commercial paper quoted on a bank discount basis and expressed
as a decimal, and M refers to the actual number of
days in the reset period for which interest is being calculated.
LIBOR Notes.
On each Interest Determination Date,
the calculation agent will determine LIBOR as follows:
|
|
|
|
|
If the prospectus supplement or term sheet specifies LIBOR
Telerate, LIBOR on any Interest Determination Date will be
the rate for deposits in U.S. dollars having the Index
Maturity described in the related prospectus supplement or term
sheet on the applicable Interest Reset Date, as such rate
appears on the Designated LIBOR Page as of 11:00 a.m.,
London time, on that Interest Determination Date.
|
|
|
|
If the prospectus supplement or term sheet specifies LIBOR
Reuters, LIBOR on any Interest Determination Date will be
the average of the offered rates for deposits in
U.S. dollars having the Index Maturity described in the
related prospectus supplement or term sheet on the applicable
Interest Reset Date, as such rates appear on the Designated
LIBOR Page as of 11:00 a.m., London time, on that Interest
Determination Date, if at least two such offered rates appear on
the Designated LIBOR Page.
|
|
|
|
If the prospectus supplement or term sheet does not specify
LIBOR Telerate or LIBOR Reuters, the
LIBOR Rate will be LIBOR Telerate. In addition, if the
Designated LIBOR Page by its terms provides only for a single
rate, that single rate will be used regardless of the foregoing
provisions requiring more than one rate.
|
On any Interest Determination Date on which fewer than the
required number of applicable rates appear or no rate appears on
the applicable Designated LIBOR Page, the calculation agent will
determine LIBOR as follows:
|
|
|
|
|
LIBOR will be determined on the basis of the offered rates at
which deposits in U.S. dollars having the Index Maturity
described in the related prospectus supplement or term sheet on
the Interest Determination Date and in a principal amount that
is representative of a single transaction in that market at that
time are offered by four major banks in the London interbank
market at approximately 11:00 a.m., London time, on the
Interest Determination Date to prime banks in the London
interbank market. The calculation agent will select the four
banks and request the principal London office of each of those
banks to provide a quotation of its rate for deposits in U.S.
dollars. If at least two quotations are provided, LIBOR for that
Interest Determination Date will be the average of those
quotations.
|
|
|
|
If fewer than two quotations are provided as mentioned above,
LIBOR will be the average of the rates quoted by three major
banks in The City of New York selected by the calculation agent
at approximately 11:00 a.m., New York City time, on the
Interest Determination Date for loans to leading European banks
in U.S. dollars having the Index Maturity designated in the
prospectus supplement or term sheet and in a principal amount
that is representative for a single transaction in
U.S. dollars in that market at that time. The calculation
agent will select the three banks referred to above.
|
|
|
|
If fewer than three banks selected by the calculation agent are
quoting as mentioned above, LIBOR will remain LIBOR then in
effect on that Interest Determination Date.
|
11
Designated LIBOR Page means:
|
|
|
|
|
if the prospectus supplement or term sheet specifies LIBOR
Reuters, the display on the Reuter Monitor Money Rates
Service (or any successor service) on the page specified in such
prospectus supplement or term sheet (or any other page as may
replace such page on such service) for the purpose of displaying
the London interbank rates of major banks for U.S. dollars;
or
|
|
|
|
if the prospectus supplement or term sheet specifies LIBOR
Telerate or neither LIBOR Reuters nor
LIBOR Telerate is specified in the applicable
prospectus supplement or term sheet as the method of calculating
LIBOR, the display on Moneyline Telerate (or any successor
service, Telerate) on Telerate Page 3750 (or
such other page as may replace that page for the purpose of
displaying London interbank offered rates of major banks or
Telerate).
|
Federal Funds Rate Notes.
The Federal Funds
Rate for any Interest Determination Date is the rate for
that date for Federal Funds, as published in H.15(519) prior to
3:00 p.m., New York City time under the heading
Federal Funds (Effective), as such rate is displayed
on Telerate on page 120 (or any other page as may replace
such page on such service) (Telerate Page 120).
The calculation agent will follow the following procedures if
the Federal Funds Rate cannot be determined as described above:
|
|
|
|
|
If the above rate is not yet published in H.15(519) by
3:00 p.m., New York City time, on the Calculation Date, the
Federal Funds Rate will be the rate on that Interest
Determination Date, as published in H.15 Daily Update, or such
other recognized electronic source used for the purpose of
displaying such rate, under the caption Federal Funds
(Effective).
|
|
|
|
If that rate does not appear on Telerate Page 120 or is not
published in H.15(519), H.15 Daily Update or another
recognized electronic source used for the purpose of displaying
such rate by 3:00 p.m. New York City time on the
Calculation Date, then the calculation agent will determine the
Federal Funds Rate to be the average of the rates for the last
transaction in overnight Federal Funds quoted by three leading
brokers of Federal Funds transactions in New York City as of
9:00 a.m., New York City time, on that Interest
Determination Date. The calculation agent will select the three
brokers referred to above.
|
|
|
|
If fewer than three brokers selected by the calculation agent
are quoting as mentioned above, the Federal Funds Rate will be
the Federal Funds Rate then in effect on that Interest
Determination Date.
|
Prime Rate Notes.
The Prime Rate for any
Interest Determination Date is the prime rate or base lending
rate for that date, as published in H.15(519) by 3:00 p.m.,
New York City time, on the Calculation Date for that Interest
Determination Date under the heading Bank Prime Loan
or, if not yet published on the Calculation Date, the rate for
such Interest Determination Date as published in H.15 Daily
Update, or such other recognized electronic source used for the
purpose of displaying such rate, under the caption Bank
Prime Loan.
The calculation agent will follow the following procedures if
the Prime Rate cannot be determined as described above:
|
|
|
|
|
If the rate is not published in H.15(519) H.15 Daily Update or
another recognized electronic source used for the purpose of
displaying such rate by 3:00 p.m., New York City time,
on the Calculation Date, then the calculation agent will
determine the Prime Rate to be the average of the rates of
interest publicly announced by each bank that appears on the
Reuters screen designated as US Prime 1 as that
banks prime rate or base lending rate as in effect as of
11:00 a.m., New York City time, for that Interest
Determination Date.
|
12
|
|
|
|
|
If at least one rate but fewer than four rates appear on the
Reuters screen US Prime 1 on the Interest Determination
Date, then the Prime Rate will be the average of the prime rates
or base lending rates quoted (on the basis of the actual number
of days in the year divided by a
360-day
year) as of the
close of business on the Interest Determination Date by three
major money center banks in the City of New York selected by the
calculation agent.
|
|
|
|
If the banks selected by the calculation agent are not quoting
as mentioned above, the Prime Rate will remain the Prime Rate
then in effect on the Interest Determination Date.
|
Reuters Screen US PRIME 1 means the display on
the Reuter Monitor Money Rates Service (or any successor
service) on the US PRIME 1 page (or any other
page as may replace that page on that service) for the purpose
of displaying prime rates or base lending rates of major United
States banks.
Treasury Rate Notes.
The Treasury Rate for
any Interest Determination Date is the rate for that date set at
the auction of direct obligations of the United States
(Treasury bills) having the Index Maturity described
in the related prospectus supplement or term sheet under the
caption INVESTMENT RATE on the display on Telerate
on page 56 (or any other page as may replace such page on
such service) (Telerate Page 56) or
page 57 (or any other page as may replace such page on such
service) (Telerate Page 57) by 3:00 p.m.,
New York City time, on the Calculation Date for that
Interest Determination Date.
The calculation agent will follow the following procedures if
the Treasury Rate cannot be determined as described above:
|
|
|
|
|
If the rate is not so published on the Calculation Date, the
Treasury Rate will be the Bond Equivalent Yield of the auction
rate of such Treasury bills as published in H.15 Daily Update,
or such recognized electronic source used for the purpose of
displaying such rate, under the caption U.S. Government
Securities/ Treasury Bills/ Auction High.
|
|
|
|
If the rate is not published by 3:00 p.m. New York
City time on the Calculation Date and cannot be determined as
described in the immediately preceding paragraph, the Treasury
Rate will be the Bond Equivalent Yield of the auction rate of
such Treasury bills as otherwise announced by the United States
Department of Treasury.
|
|
|
|
If the results of the most recent auction of Treasury bills
having the Index Maturity described in the prospectus supplement
or term sheet are not yet published or announced as described
above by 3:00 p.m., New York City time, on the
Calculation Date, or if no auction is held on the Interest
Determination Date, then the Treasury Rate will be the Bond
Equivalent Yield on such Interest Determination Date of Treasury
bills having the Index Maturity specified in the applicable
prospectus supplement or term sheet as published in H.15(519)
prior to 3:00 p.m. New York City time under the
caption U.S. Government securities/ Treasury bills/
Secondary market or, if not published by 3:00 p.m.,
New York City time, on the Calculation Date, the rate on
such Interest Determination Date of such Treasury Bills as
published in H.15 Daily Update, or such other recognized
electronic source used for the purpose of displaying such rate,
under the caption U.S. Government securities/ Treasury
bills/ Secondary market.
|
|
|
|
If such rate is not published in H.15(519) H.15 Daily Update or
another recognized electronic source used for the purpose of
displaying such rate by 3:00 p.m., New York City time,
on the related Calculation Date, then the calculation agent will
determine the Treasury Rate to be the Bond Equivalent Yield of
the average of the secondary market bid rates, as of
approximately 3:30 p.m., New York City time, on the
Interest Determination Date of three leading primary U.S.
government securities dealers for the issue of Treasury bills
with a remaining maturity closest to the Index Maturity
described in the related
|
13
|
|
|
|
|
prospectus supplement or terms sheet. The calculation agent will
select the three dealers referred to above.
|
|
|
|
If fewer than three dealers selected by the calculation agent
are quoting as mentioned above, the Treasury Rate will remain
the Treasury Rate then in effect on that Interest Determination
Date.
|
Bond Equivalent Yield means a yield (expressed as a
percentage) calculated in accordance with the following formula:
|
|
|
|
|
|
|
D × N
|
|
|
Bond Equivalent Yield =
|
|
|
|
× 100
|
|
|
360 - (D × M)
|
|
|
where D refers to the applicable per annum rate for
Treasury bills quoted on a bank discount basis, N
refers to 365 or 366, as the case may be, and M
refers to the actual number of days in the applicable Interest
Period.
CMT Rate Notes.
The CMT Rate for any Interest
Determination Date is:
|
|
|
(1) if CMT Telerate Page 7051 is specified in the
applicable prospectus supplement or term sheet:
|
|
|
|
|
|
the percentage equal to the yield for United States Treasury
securities at constant maturity having the Index
Maturity specified in the applicable prospectus supplement or
term sheet as published in H.15(519) under the heading
Treasury Constant Maturities, as the yield is
displayed on Telerate, on page 7051 (or any other page as
may replace page 7051 on that service) (Telerate
Page 7051), for the applicable Interest Determination
Date, or
|
|
|
|
if the above rate does not appear on Telerate Page 7051,
the percentage equal to the yield for United States Treasury
securities at constant maturity having the Index
Maturity specified in the applicable prospectus supplement or
term sheet and for the applicable Interest Determination Date as
published in H.15(519) under the heading Treasury Constant
Maturities, or
|
|
|
|
if the above rate does not appear on Telerate Page 7051 or
is not yet published in H.15(519), the rate on the applicable
Interest Determination Date for the period of the Index Maturity
specified in the applicable prospectus supplement or term sheet
as may then be published by either the Federal Reserve System
Board of Governors or the United States Department of the
Treasury that the calculation agent determines to be comparable
to the rate which would otherwise have been published in
H.15(519), or
|
|
|
|
if that rate is not published, then the CMT Rate will be
calculated by the calculation agent as a yield to maturity based
on the average of the secondary market bid prices at
approximately 3:30 P.M., New York City time, on the
applicable Interest Determination Date of three leading primary
United States government securities dealers in The City of New
York (each, a reference dealer), selected by the
calculation agent from five reference dealers selected by the
calculation agent and eliminating the highest quotation, or in
the event of equality, one of the highest, and the lowest
quotation or, in the event of equality, one of the lowest, for
United States Treasury securities with an original maturity
equal to the Index Maturity specified in the applicable
prospectus supplement or term sheet, a remaining term to
maturity no more than 1 year shorter than the Index
Maturity specified in the applicable prospectus supplement or
term sheet and in a principal amount that is representative for
a single transaction in the securities in the market at that
time, or
|
14
|
|
|
|
|
if fewer than five but more than two of the prices referred to
above are provided as requested on the Interest Determination
Date, then the CMT Rate will be the average of the bid prices
obtained and neither the highest nor the lowest of the
quotations shall be eliminated, or,
|
|
|
|
if fewer than three prices referred to above are provided as
requested on the Interest Determination Date, then the CMT Rate
will be calculated as a yield to maturity based on the average
of the secondary market bid prices as of approximately
3:30 P.M., New York City time, on the applicable Interest
Determination Date of three reference dealers selected by the
calculation agent from five reference dealers selected by the
calculation agent and eliminating the highest quotation or, in
the event of equality, one of the highest and the lowest
quotation or, in the event of equality, one of the lowest, for
United States Treasury securities with an original maturity
greater than the Index Maturity specified in the applicable
prospectus supplement or term sheet, a remaining term to
maturity closest to the Index Maturity specified in the
applicable prospectus supplement or term sheet and in a
principal amount that is representative for a single transaction
in securities in the market at that time, or
|
|
|
|
if fewer than five but more than two prices referred to above
are provided as requested on the Interest Determination Date,
then the CMT Rate will be the average of the bid prices obtained
and neither the highest nor the lowest of the quotations will be
eliminated, or
|
|
|
|
if fewer than three prices referred to above are provided as
requested, the CMT Rate will then be the CMT Rate in effect on
the applicable Interest Determination Date.
|
|
|
|
(2) if CMT Telerate Page 7052 is specified in the
applicable prospectus supplement or term sheet:
|
|
|
|
|
|
the percentage equal to the one-week or one-month, as specified
in the applicable prospectus supplement or term sheet, average
yield for United States Treasury securities at constant
maturity having the Index Maturity specified in the
applicable prospectus supplement or term sheet as published in
H.15(519) opposite the heading Treasury Constant
Maturities, as the yield is displayed on Telerate or any
successor service, on page 7052 (or any other page as may
replace that specified page on that service) (Telerate
Page 7052), for the week or month, as applicable,
ended immediately preceding the week or month, as applicable, in
which the related Interest Determination Date falls, or
|
|
|
|
if the above rate is not published on Telerate Page 7052,
then the CMT Rate will be the percentage equal to the one-week
or one-month, as specified in the applicable prospectus
supplement or term sheet, average yield for United States
Treasury securities at constant maturity having the
Index Maturity specified in the applicable prospectus supplement
or term sheet and for the week or month, as applicable,
preceding the applicable Interest Determination Date as
published in H.15(519) opposite the caption Treasury
Constant Maturities, or
|
|
|
|
if the above rate is not published on Telerate Page 7052 or
is not yet published or in H.15(519), for the one-week or
one-month, as specified in the applicable prospectus supplement
or term sheet, then the CMT Rate will be the average yield for
United States Treasury securities at constant
maturity having the Index Maturity specified in the
applicable prospectus supplement or term sheet as otherwise
announced by the Federal Reserve Bank of New York for the week
or month, as applicable, ended immediately preceding the week or
month, as applicable, in which the related Interest
Determination Date falls, or
|
15
|
|
|
|
|
if the Federal Reserve Bank of New York does not publish the
rate referred to above, then the CMT Rate will be calculated by
the calculation agent as a yield to maturity based on the
average of the secondary market bid prices at approximately
3:30 P.M., New York City time, on the applicable interest
determination date of three reference dealers selected by the
calculation agent from five reference dealers selected by the
calculation agent and eliminating the highest quotation, or, in
the event of equality, one of the highest, and the lowest
quotation or, in the event of equality, one of the lowest, for
United States Treasury securities with an original maturity
equal to the Index Maturity specified in the applicable
prospectus supplement or term sheet, a remaining term to
maturity no more than one year shorter than the index
maturity specified in the applicable prospectus supplement or
term sheet and in a principal amount that is representative for
a single transaction in the securities in the market at that
time, or
|
|
|
|
if fewer than five but more than two of the prices referred to
above are provided as requested, on the Interest Determination
Date then the CMT Rate will be the average of the bid prices
obtained and neither the highest nor the lowest of the
quotations shall be eliminated, or
|
|
|
|
if fewer than three prices referred to above are provided as
requested, then the calculation agent will determine the CMT
Rate to be a yield to maturity based on the average of the
secondary market bid prices as of approximately 3:30 P.M.,
New York City time, on the applicable Interest Determination
Date of three reference dealers selected by the calculation
agent from five reference dealers selected by the calculation
agent and eliminating the highest quotation or, in the event of
equality, one of the highest and the lowest quotation or in the
event of equality, one of the lowest, for United States Treasury
securities with an original maturity greater than the Index
Maturity specified in the applicable prospectus supplement or
term sheet, a remaining term to maturity closest to the Index
Maturity specified in the applicable prospectus supplement or
term sheet and in a principal amount that is representative for
a single transaction in the securities in the market at the
time, or
|
|
|
|
if fewer than five but more than two prices referred to above
are provided as requested, on the Interest Determination Date
then the CMT Rate will be the average of the bid prices obtained
and neither the highest nor the lowest of the quotations will be
eliminated, or
|
|
|
|
if fewer than three prices referred to above are provided as
requested, the CMT Rate will be the CMT Rate in effect on the
applicable interest determination date.
|
If two United States Treasury securities with an original
maturity greater than the index maturity specified in the
applicable prospectus supplement or term sheet have remaining
terms to maturity equally close to the Index Maturity specified
in the applicable prospectus supplement or term sheet, the
quotes for the United States Treasury security with the shorter
original remaining term to maturity will be used.
Eleventh District Cost of Funds Rate Notes.
The
Eleventh District Cost of Funds Rate for any
Interest Determination Date is the rate equal to the monthly
weighted average cost of funds for the calendar month preceding
the Interest Determination Date as displayed on Telerate
Page 7058 (or any other page as may replace that specified
page on that service) as of 11:00 A.M., San Francisco
time, on the Calculation Date for that Interest Determination
Date under the caption 11th District.
The following procedures will be used if the Eleventh District
Cost of Funds Rate cannot be determined as described above:
|
|
|
|
|
If the rate is not displayed on the relevant page as of
11:00 A.M., San Francisco time, on the Calculation
Date, then the Eleventh District Cost of Funds Rate will be the
monthly
|
16
|
|
|
|
|
weighted average cost of funds paid by member institutions of
the Eleventh Federal Home Loan Bank District, as announced
by the Federal Home Loan Bank of San Francisco, as the
cost of funds for the calendar month preceding the date of
announcement.
|
|
|
|
If no announcement was made relating to the calendar month
preceding the Interest Determination Date, the Eleventh District
Cost of Funds Rate will remain the Eleventh District Cost of
Funds Rate then in effect on the Interest Determination Date.
|
Indexed Notes
We may issue debt securities for which the amount of interest or
principal that you will receive will not be known on your date
of purchase. Interest or principal payments for these types of
debt securities, which we call Indexed Notes, are
determined by reference to securities, financial or
non-financial indices, currencies, commodities, interest rates,
or a composite or baskets of any or all of the above. Examples
of indexed items that may be used include a published stock
index, the common stock price of a publicly traded company, the
value of the U.S. dollar versus the Japanese yen, or the
price of a barrel of West Texas intermediate crude oil.
If you purchase an Indexed Note, you may receive a principal
amount at maturity that is greater than or less than the
Notes face amount, and an interest rate that is greater
than or less than the interest rate that you would have earned
if you had instead purchased a conventional debt security issued
by us at the same time with the same maturity. The amount of
interest and principal that you will receive will depend on the
structure of the Indexed Note and the level of the specified
indexed item throughout the term of the Indexed Note and at
maturity. Specific information pertaining to the method of
determining the interest payments and the principal amount will
be described in the prospectus supplement or term sheet, as well
as additional risk factors unique to the Indexed Note, certain
historical information for the specified indexed item and
certain additional United States federal tax considerations.
Renewable Notes
We may issue Renewable Notes (Renewable Notes) which
are debt securities that will automatically renew at their
stated maturity date unless the holder of a Renewable Note
elects to terminate the automatic extension feature by giving
notice in the manner described in the related prospectus
supplement or term sheet.
The holder of a Renewable Note must give notice of termination
at least 15 but not more than 30 days prior to a Renewal
Date. The holder of a Renewable Note may terminate the automatic
extension for less than all of its Renewable Notes only if the
terms of the Renewable Note specifically permit partial
termination. An election to terminate the automatic extension of
any portion of the Renewable Note is not revocable and will be
binding on the holder of the Renewable Note. If the holder
elects to terminate the automatic extension of the maturity of
the Note, the holder will become entitled to the principal and
interest accrued up to the Renewal Date. The related prospectus
supplement or term sheet will identify a stated maturity date
beyond which the maturity date cannot be renewed.
If a Renewable Note is represented by a global security, The
Depository Trust Company (DTC) or its nominee will
be the holder of the Note and therefore will be the only entity
that can exercise a right to terminate the automatic extension
of a Note. In order to ensure that DTC or its nominee will
exercise a right to terminate the automatic extension provisions
of a particular Renewable Note, the beneficial owner of the Note
must instruct the broker or other DTC participant through which
it holds an interest in the Note to notify DTC of its desire to
terminate the automatic extension of the Note. Different firms
have different cut-off times for accepting instructions from
their customers and, accordingly, each beneficial owner should
consult the
17
broker or other participant through which it holds an interest
in a Note to ascertain the cut-off time by which an instruction
must be given for delivery of timely notice to DTC or its
nominee.
Extendible Notes
We may issue Notes whose stated maturity date may be extended at
our option (an Extendible Note) for one or more
whole-year periods (each, an Extension Period), up
to but not beyond a stated maturity date described in the
related prospectus supplement or term sheet.
We may exercise our option to extend the Extendible Note by
notifying the applicable Trustee (or any duly appointed paying
agent) at least 45 but not more than 60 days prior to the
then-effective maturity date. If we elect to extend the
Extendible Note, the Trustee (or paying agent) will mail (at
least 40 days prior to the maturity date) to the registered
holder of the Extendible Note a notice (an Extension
Notice) informing the holder of our election, the new
maturity date and any updated terms. Upon the mailing of the
Extension Notice, the maturity of that Extendible Note will be
extended automatically as set forth in the Extension Notice.
However, we may, not later than 20 days prior to the
maturity date of an Extendible Note (or, if that date is not a
Business Day, prior to the next Business Day), at our option,
establish a higher interest rate, in the case of a Fixed Rate
Note, or a higher Spread and/or Spread Multiplier, in the case
of a Floating Rate Note, for the Extension Period by mailing or
causing the Trustee (or paying agent) to mail notice of such
higher interest rate or higher Spread and/or Spread Multiplier
to the holder of the Note. The notice will be irrevocable.
If we elect to extend the maturity of an Extendible Note, the
holder of the Note will have the option to instead elect
repayment of the Note by us on the then-effective maturity date.
In order for an Extendible Note to be so repaid on the maturity
date, we must receive, at least 15 days but not more than
30 days prior to the maturity date:
|
|
|
(1) the Extendible Note with the form Option to Elect
Repayment on the reverse of the Note duly
completed; or
|
|
|
(2) a facsimile transmission, telex or letter from a member
of a national securities exchange or the National Association of
Securities Dealers, Inc. (the NASD) or a commercial
bank or trust company in the United States setting forth the
name of the holder of the Extendible Note, the principal amount
of the Note, the principal amount of the Note to be repaid, the
certificate number or a description of the tenor and terms of
the Note, a statement that the option to elect repayment is
being exercised thereby and a guarantee that the Note be repaid,
together with the duly completed form entitled Option to
Elect Repayment on the reverse of the Note, will be
received by the applicable Trustee (or paying agent) not later
than the fifth Business Day after the date of the facsimile
transmission, telex or letter; provided, however; that the
facsimile transmission, telex or letter will only be effective
if the Note and form duly completed are received by the
applicable Trustee (or paying agent) by that fifth Business Day.
The option may be exercised by the holder of an Extendible Note
for less than the aggregate principal amount of the Note then
outstanding if the principal amount of the Note remaining
outstanding after repayment is an authorized denomination.
|
If an Extendible Note is represented by a global security, DTC
or its nominee will be the holder of that Note and therefore
will be the only entity that can exercise a right to repayment.
To ensure that DTC or its nominee timely exercises a right to
repayment with respect to a particular Extendible Note, the
beneficial owner of that Note must instruct the broker or other
participant through which it holds an interest in the Note to
notify DTC of its desire to exercise a right of repayment.
Different firms have different cut-off times for accepting
instructions from their customers and, accordingly, each
beneficial owner should consult the broker or other participant
18
through which it holds an interest in an Extendible Note to
determine the cut-off time by which an instruction must be given
for timely notice to be delivered to DTC or its nominee.
Limitation on Liens
If Ford Credit or any Restricted Subsidiary (as defined in the
Indenture) shall pledge or otherwise subject to any lien (as
defined in the Indenture as a Mortgage) any of its
property or assets, Ford Credit will secure or cause such
Restricted Subsidiary to secure the debt securities equally and
ratably with (or prior to) the indebtedness secured by such
Mortgage. This restriction does not apply to Mortgages securing
such indebtedness which shall not exceed $5 million in the
aggregate at any one time outstanding and does not apply to:
|
|
|
|
|
certain Mortgages created or incurred to secure financing of the
export or marketing of goods outside the United States;
|
|
|
|
Mortgages on accounts receivable payable in foreign currencies
securing indebtedness incurred and payable outside the United
States;
|
|
|
|
Mortgages in favor of Ford Credit or any Restricted Subsidiary;
|
|
|
|
Mortgages in favor of governmental bodies to secure progress,
advance or other payments, or deposits with any governmental
body required in connection with the business of Ford Credit or
a Restricted Subsidiary;
|
|
|
|
deposits made in connection with pending litigation;
|
|
|
|
Mortgages existing at the time of acquisition of the assets
secured thereby (including acquisition through merger or
consolidation) and certain purchase money Mortgages; and
|
|
|
|
any extension, renewal or replacement of any Mortgage or
Mortgages referred to in the foregoing clauses, inclusive.
(Section 10.04).
|
Merger and Consolidation
The Indenture provides that no consolidation or merger of Ford
Credit with or into any other corporation shall be permitted,
and no sale or conveyance of its property as an entirety, or
substantially as an entirety, may be made to another
corporation, if, as a result thereof, any asset of Ford Credit
or a Restricted Subsidiary would become subject to a Mortgage,
unless the debt securities shall be equally and ratably secured
with (or prior to) the indebtedness secured by such Mortgage, or
unless such Mortgage could be created pursuant to Section 10.04
(see Limitation on Liens above) without equally and
ratably securing the debt securities. (Section 8.03).
Events of Default and Notice Thereof
The Indenture defines an Event of Default as being
any one of the following events:
|
|
|
|
|
failure to pay interest for 30 days after becoming due;
|
|
|
|
failure to pay principal or any premium for five business days
after becoming due;
|
|
|
|
failure to make a sinking fund payment for five days after
becoming due;
|
|
|
|
failure to perform any other covenant applicable to the debt
securities for 90 days after notice;
|
|
|
|
certain events of bankruptcy, insolvency or reorganization; and
|
|
|
|
any other Event of Default provided in the prospectus supplement.
|
19
An Event of Default for a particular series of debt securities
will not necessarily constitute an Event of Default for any
other series of debt securities issued under the Indenture.
(Section 5.01.)
If an Event of Default occurs and continues, the Trustee or the
holders of at least 25% of the total principal amount of the
series may declare the entire principal amount (or, if they are
Original Issue Discount Securities (as defined in the
Indenture), the portion of the principal amount as specified in
the terms of such series) of all of the debt securities of that
series to be due and payable immediately. If this happens,
subject to certain conditions, the holders of a majority of the
total principal amount of the debt securities of that series can
void the declaration. (Section 5.02.)
The Indenture provides that within 90 days after default under a
series of debt securities, the Trustee will give the holders of
that series notice of all uncured defaults known to it. (The
term default includes the events specified above
without regard to any period of grace or requirement of notice.)
The Trustee may withhold notice of any default (except a default
in the payment of principal, interest or any premium) if it
believes that it is in the interest of the holders.
(Section 6.02.)
Annually, Ford Credit must send to the Trustee a certificate
describing any existing defaults under the Indenture.
(Section 10.05.)
Other than its duties in case of a default, the Trustee is not
obligated to exercise any of its rights or powers under the
Indenture at the request, order or direction of any holders,
unless the holders offer the Trustee reasonable protection from
expenses and liability. (Section 6.01.) If they provide this
reasonable indemnification, the holders of a majority of the
total principal amount of any series of debt securities may
direct the Trustee how to act under the Indenture.
(Section 5.12.)
Modification of the Indenture
With certain exceptions, Ford Credits rights and
obligations and your rights under a particular series of debt
securities may be modified with the consent of the holders of
not less than
two-thirds
of the total
principal amount of those debt securities. No modification of
the principal or interest payment terms, and no modification
reducing the percentage required for modifications, will be
effective against you without your consent. (Section 9.02.)
Subordination
The extent to which a particular series of subordinated debt
securities may be subordinated to our unsecured and
unsubordinated indebtedness will be set forth in the prospectus
supplement for any such series and the Indenture may be modified
by a supplemental indenture to reflect such subordination
provisions.
Global Securities
Unless otherwise stated in a prospectus supplement, the debt
securities of a series will be issued in the form of one or more
global certificates that will be deposited with DTC, which will
act as depositary for the global certificates. Beneficial
interests in global certificates will be shown on, and transfers
of global certificates will be effected only through, records
maintained by DTC and its participants. Therefore, if you wish
to own debt securities that are represented by one or more
global certificates, you can do so only indirectly or
beneficially through an account with a broker, bank
or other financial institution that has an account with DTC
(that is, a DTC participant) or through an account directly with
DTC if you are a DTC participant.
20
While the debt securities are represented by one or more global
certificates:
|
|
|
|
|
You will not be able to have the debt securities registered in
your name.
|
|
|
|
You will not be able to receive a physical certificate for the
debt securities.
|
|
|
|
Our obligations, as well as the obligations of the Trustee and
any of our agents, under the debt securities will run only to
DTC as the registered owner of the debt securities. For example,
once we make payment to DTC, we will have no further
responsibility for the payment even if DTC or your broker, bank
or other financial institution fails to pass it on so that you
receive it.
|
|
|
|
Your rights under the debt securities relating to payments,
transfers, exchanges and other matters will be governed by
applicable law and by the contractual arrangements between you
and your broker, bank or other financial institution, and/or the
contractual arrangements you or your broker, bank or financial
institution has with DTC. Neither we nor the Trustee has any
responsibility for the actions of DTC or your broker, bank or
financial institution.
|
|
|
|
You may not be able to sell your interests in the debt
securities to some insurance companies and others who are
required by law to own their debt securities in the form of
physical certificates.
|
|
|
|
Because the debt securities will trade in DTCs Same-Day
Funds Settlement System, when you buy or sell interests in the
debt securities, payment for them will have to be made in
immediately available funds. This could affect the
attractiveness of the debt securities to others.
|
A global certificate generally can be transferred only as a
whole, unless it is being transferred to certain nominees of the
depositary or it is exchanged in whole or in part for debt
securities in physical form. If a global certificate is
exchanged for debt securities in physical form, they will be in
denominations of $1,000 and integral multiples thereof, or
another denomination stated in the prospectus supplement.
DESCRIPTION OF WARRANTS
The following is a general description of the terms of the
warrants we may issue from time to time. Particular terms of any
warrants we offer will be described in the prospectus supplement
or term sheet relating to such warrants.
General
We may issue warrants to purchase debt securities. Such warrants
may be issued independently or together with any such securities
and may be attached or separate from such securities. We will
issue each series of warrants under a separate warrant agreement
to be entered into between us and a warrant agent. The warrant
agent will act solely as our agent and will not assume any
obligation or relationship of agency for or with holders or
beneficial owners of warrants.
A prospectus supplement will describe the particular terms of
any series of warrants we may issue, including the following:
|
|
|
|
|
the title of such warrants;
|
|
|
|
the aggregate number of such warrants;
|
|
|
|
the price or prices at which such warrants will be issued;
|
21
|
|
|
|
|
the currency or currencies, including composite currencies, in
which the price of such warrants may be payable;
|
|
|
|
the designation and terms of the securities purchasable upon
exercise of such warrants and the number of such securities
issuable upon exercise of such warrants;
|
|
|
|
the price at which and the currency or currencies, including
composite currencies, in which the securities purchasable upon
exercise of such warrants may be purchased;
|
|
|
|
the date on which the right to exercise such warrants shall
commence and the date on which such right will expire;
|
|
|
|
whether such warrants will be issued in registered form or
bearer form;
|
|
|
|
if applicable, the minimum or maximum amount of such warrants
which may be exercised at any one time;
|
|
|
|
if applicable, the designation and terms of the securities with
which such warrants are issued and the number of such warrants
issued with each such security;
|
|
|
|
if applicable, the date on and after which such warrants and the
related securities will be separately transferable;
|
|
|
|
information with respect to book-entry procedures, if any;
|
|
|
|
if applicable, a discussion of certain U.S. federal income tax
considerations; and
|
|
|
|
any other terms of such warrants, including terms, procedures
and limitations relating to the exchange and exercise of such
warrants.
|
Amendments and Supplements to Warrant Agreement
We and the warrant agent may amend or supplement the warrant
agreement for a series of warrants without the consent of the
holders of the warrants issued thereunder to effect changes that
are not inconsistent with the provisions of the warrants and
that do not materially and adversely affect the interests of the
holders of the warrants.
DESCRIPTION OF TRUST PREFERRED SECURITIES
The following is a general description of the terms of the trust
preferred securities we may issue from time to time. Particular
terms of any trust preferred securities we offer will be
described in the prospectus supplement relating to such trust
preferred securities.
Each of the Ford Credit Capital Trusts was formed pursuant to
the execution of a declaration of trust and the filing of a
certificate of trust of such trust with the Delaware Secretary
of State. The declaration of trust of each Ford Credit Capital
Trust will be amended and restated prior to the issuance by such
trust of the trust preferred securities to include the terms
referenced in this prospectus and in the applicable prospectus
supplement. The original declaration of trust of each Ford
Credit Capital Trust is, and the form of the amended and
restated declaration of trust of such trust will be, filed as an
exhibit to the registration statement of which this prospectus
forms a part.
Each of the Ford Credit Capital Trusts may issue only one series
of trust preferred securities. The declaration of trust for each
trust will be qualified as an indenture under the Trust
Indenture Act. The trust preferred securities will have the
terms, including distributions, redemption, voting, liquidation
and such other preferred, deferred or other special rights or
such restrictions as shall be set forth in the declaration or
made part of the declaration by the Trust Indenture Act, and
which will mirror the terms of the subordinated debt securities
held by the trust and described in the applicable prospectus
supplement. The following summary does not
22
purport to be complete and is subject in all respects to the
provisions of the applicable declaration and the Trust Indenture
Act.
Reference is made to the prospectus supplement relating to the
preferred securities of any trust for specific terms, including:
|
|
|
|
|
the distinctive designation of the trust preferred securities;
|
|
|
|
the number of trust preferred securities issued by the trust;
|
|
|
|
the annual distribution rate, or method of determining the rate,
for trust preferred securities issued by the trust and the date
or dates upon which distributions are payable; provided,
however, that distributions on the trust preferred securities
are payable on a quarterly basis to holders of the trust
preferred securities as of a record date in each quarter during
which the trust preferred securities are outstanding;
|
|
|
|
whether distributions on trust preferred securities issued by
the trust are cumulative, and, in the case of trust preferred
securities having cumulative distribution rights, the date or
dates from which distributions will be cumulative;
|
|
|
|
the amount which shall be paid out of the assets of the trust to
the holders of trust preferred securities upon voluntary or
involuntary dissolution, winding-up or termination of the trust;
|
|
|
|
the obligation or the option, if any, of a trust to purchase or
redeem trust preferred securities and the price or prices at
which, the period or periods within which, and the terms upon
which, trust preferred securities issued by the trust may be
purchased or redeemed;
|
|
|
|
the voting rights, if any, of trust preferred securities in
addition to those required by law, including the number of votes
per trust preferred security and any requirement for the
approval by the holders of trust preferred securities, or of
trust preferred securities issued by one or more trusts, or of
both, as a condition to specified action or amendments to the
declaration of the trust;
|
|
|
|
the terms and conditions, if any, upon which the subordinated
debt securities may be distributed to holders of trust preferred
securities;
|
|
|
|
whether the trust preferred securities will be convertible or
exchangeable into other securities, and, if so, the terms and
conditions upon which the conversion or exchange will be
effected, including the initial conversion or exchange price or
rate and any adjustments thereto, the conversion or exchange
period and other conversion or exchange provisions;
|
|
|
|
if applicable, any securities exchange upon which the trust
preferred securities shall be listed; and
|
|
|
|
any other relevant rights, preferences, privileges, limitations
or restrictions of trust preferred securities issued by the
trust not inconsistent with its declaration or with applicable
law.
|
We will guarantee all trust preferred securities offered hereby
to the extent set forth below under Description of
Preferred Securities Guarantees. Certain United States
federal income tax considerations applicable to any offering of
trust preferred securities will be described in the applicable
prospectus supplement.
In connection with the issuance of trust preferred securities,
each trust will issue one series of common securities having the
terms including distributions, redemption, voting and
liquidation rights or such restrictions as shall be set forth in
its declaration. The terms of the common securities will be
substantially identical to the terms of the trust preferred
securities issued by the trust and the common securities will
rank equal with, and payments will be made thereon
23
pro rata with, the trust preferred securities except that,
upon an event of default under the declaration, the rights of
the holders of the common securities to payment in respect of
distributions and payments upon liquidation, redemption and
otherwise will be subordinated to the rights of the holders of
the trust preferred securities. Except in certain limited
circumstances, the common securities will carry the right to
vote to appoint, remove or replace any of the trustees of a
trust. Directly or indirectly, we will own all of the common
securities of each trust.
Distributions
Distributions on the trust preferred securities will be made on
the dates payable to the extent that the applicable trust has
funds available for the payment of distributions in the
trusts property account. The trusts funds available
for distribution to the holders of the trust securities will be
limited to payments received from us on the subordinated debt
securities issued to the trust in connection with the issuance
of the trust preferred securities. We will guarantee the payment
of distributions out of monies held by the trust to the extent
set forth under Description of Preferred Securities
Guarantees below.
Deferral of Distributions
With respect to any subordinated debt securities issued to a
trust, we will have the right under the terms of the
subordinated debt securities to defer payments of interest on
the subordinated debt securities by extending the interest
payment period from time to time on the subordinated debt
securities. As a consequence of our extension of the interest
payment period on subordinated debt securities held by a trust,
distributions on the trust preferred securities would be
deferred during any such extended interest payment period. The
trust will give the holders of the trust preferred securities
notice of an extension period upon their receipt of notice from
us. If distributions are deferred, the deferred distributions
and accrued interest will be paid to holders of record of the
trust preferred securities as they appear on the books and
records of the trust on the record date next following the
termination of the deferral period. The terms of any
subordinated debt securities issued to a trust, including the
right to defer payments of interest, will be described in the
applicable prospectus supplement.
Distribution of Subordinated Debt Securities
We will have the right at any time to dissolve a trust and,
after satisfaction of the liabilities of creditors of the trust
as provided by applicable law, to cause the distribution of
subordinated debt securities issued to the trust to the holders
of the trust securities in a total stated principal amount equal
to the total stated liquidation amount of the trust securities
then outstanding. The right to dissolve the trust and distribute
the subordinated debt securities will be conditioned on our
receipt of an opinion rendered by tax counsel that the
distribution would not be taxable for United States federal
income tax purposes to the holders.
Enforcement of Certain Rights by Holders of Preferred
Securities
If an event of default under a declaration of trust occurs and
is continuing, then the holders of trust preferred securities of
such trust would rely on the enforcement by the property trustee
of its rights as a holder of the applicable series of
subordinated debt securities against us. In addition, the
holders of a majority in liquidation amount of the trust
preferred securities of such trust will have the right to direct
the time, method and place of conducting any proceeding for any
remedy available to the property trustee or to direct the
exercise of any trust or power conferred upon the property
trustee to exercise the remedies available to it as a holder of
the subordinated debt securities. If the property trustee fails
to enforce its rights under the applicable series of
subordinated debt securities, a holder of trust preferred
securities of such trust may institute a legal proceeding
directly against us to enforce the property trustees
rights under the
24
applicable series of subordinated debt securities without first
instituting any legal proceeding against the property trustee or
any other person or entity.
Notwithstanding the preceding discussion, if an event of default
under the applicable declaration has occurred and is continuing
and such event is attributable to our failure to pay interest or
principal on the applicable series of subordinated debt
securities on the date such interest or principal is otherwise
payable or in the case of redemption, on the redemption date,
then a holder of trust preferred securities of such trust may
directly institute a proceeding for enforcement of payment to
such holder of the principal of or interest on the applicable
series of subordinated debt securities having a principal amount
equal to the aggregate liquidation amount of the trust preferred
securities of such holder on or after the respective due date
specified in the applicable series of subordinated debt
securities. In connection with such direct action, we will be
subrogated to the rights of such holder of trust preferred
securities under the applicable declaration to the extent of any
payment made by us to such holder of trust preferred securities
in such direct action.
DESCRIPTION OF PREFERRED SECURITIES GUARANTEES
Set forth below is a summary of information concerning the
preferred securities guarantees which we will execute and
deliver for the benefit of the holders of trust preferred
securities. Each preferred securities guarantee will be
qualified as an indenture under the Trust Indenture Act. The
preferred guarantee trustee will hold each guarantee for the
benefit of the holders of the trust preferred securities to
which it relates. The following summary does not purport to be
complete and is subject in all respects to the provisions of,
and is qualified in its entirety by reference to, the form of
preferred securities guarantee which is filed as an exhibit to
the registration statement of which this prospectus forms a
part, and the Trust Indenture Act.
General
Pursuant to each preferred securities guarantee, we will agree
to pay in full, to the holders of the trust preferred securities
issued by a trust, the guarantee payments, except to the extent
paid by the trust, as and when due, regardless of any defense,
right of set-off or counterclaim which the trust may have or
assert. The following payments with respect to trust preferred
securities, to the extent not paid by the trust, will be subject
to the preferred securities guarantee:
|
|
|
|
|
any accrued and unpaid distributions which are required to be
paid on the trust preferred securities, to the extent the trust
shall have funds legally and immediately available for those
distributions;
|
|
|
|
the redemption price set forth in the applicable prospectus
supplement to the extent the trust has funds legally and
immediately available therefor with respect to any trust
preferred securities called for redemption by the trust; and
|
|
|
|
upon a voluntary or involuntary dissolution, winding-up or
termination of the trust, other than in connection with the
distribution of subordinated debt securities to the holders of
trust preferred securities or the redemption of all of the trust
preferred securities, the lesser of (1) the aggregate of
the liquidation amount and all accrued and unpaid distributions
on the trust preferred securities to the date of payment, to the
extent the trust has funds legally and immediately available,
and (2) the amount of assets of the trust remaining
available for distribution to holders of the trust preferred
securities in liquidation of the trust.
|
Our obligation to make a guarantee payment may be satisfied by
direct payment of the required amounts by us to the holders of
trust preferred securities or by causing the applicable trust to
pay the amounts to the holders.
25
Each preferred securities guarantee will not apply to any
payment of distributions on the trust preferred securities
except to the extent the trust shall have funds available
therefor. If we do not make interest payments on the
subordinated debt securities purchased by a trust, the trust
will not pay distributions on the trust preferred securities
issued by the trust and will not have funds available therefor.
The preferred securities guarantee, when taken together with our
obligations under the subordinated debt securities, the
indenture and the declaration, including our obligations to pay
costs, expenses, debts and liabilities of the trust other than
with respect to the trust securities, will provide a full and
unconditional guarantee on a subordinated basis by us of
payments due on the trust preferred securities.
Certain Covenants of Ford Credit
In each preferred securities guarantee, we will covenant that,
so long as any trust preferred securities issued by the
applicable trust remain outstanding, if there shall have
occurred any event that would constitute an event of default
under the preferred securities guarantee or the declaration of
the trust, then, unless otherwise set forth in an applicable
prospectus supplement we shall not:
|
|
|
|
|
declare or pay any dividend on, make any distributions with
respect to, or redeem, purchase, acquire or make a liquidation
payment with respect to, any of our capital stock;
|
|
|
|
make any guarantee payments with respect to any of our other
capital stock; or
|
|
|
|
make any payment of principal, interest, or premium, if any, on
or repay, repurchase or redeem any debt securities (including
guarantees) that rank equal with or junior to such subordinated
debt securities.
|
However, in such circumstances we may:
|
|
|
|
|
declare and pay stock dividends on our capital stock payable in
the same stock on which the dividend is paid; and
|
|
|
|
purchase fractional interests in shares of our capital stock
pursuant to the conversion or exchange provisions of the capital
stock or the security being converted or exchanged.
|
Modification of the Preferred Securities Guarantees;
Assignment
Each preferred securities guarantee may be amended only with the
prior approval of the holders of not less than a majority in
liquidation amount of the outstanding trust preferred securities
issued by the applicable trust except with respect to any
changes which do not adversely affect the rights of holders of
trust preferred securities, in which case no vote will be
required. All guarantees and agreements contained in a preferred
securities guarantee shall bind our successors, assigns,
receivers, trustees and representatives and shall inure to the
benefit of the holders of the trust preferred securities of the
applicable trust then outstanding.
Termination
Each preferred securities guarantee will terminate as to the
trust preferred securities issued by the applicable trust:
|
|
|
|
|
upon full payment of the redemption price of all trust preferred
securities of the trust;
|
|
|
|
upon distribution of the subordinated debt securities held by
the trust to the holders of the trust preferred securities and
common securities of the trust; or
|
|
|
|
upon full payment of the amounts payable in accordance with the
declaration of the trust upon liquidation of the trust.
|
26
Each preferred securities guarantee will continue to be
effective or will be reinstated, as the case may be, if at any
time any holder of trust preferred securities issued by the
applicable trust must restore payment of any sums paid under the
trust preferred securities or the preferred securities guarantee.
Events of Default
An event of default under a preferred securities guarantee will
occur upon our failure to perform any of our payment or other
obligations under the preferred securities guarantee.
The holders of a majority in liquidation amount of the trust
preferred securities relating to such preferred securities
guarantee have the right to direct the time, method and place of
conducting any proceeding for any remedy available to the
preferred guarantee trustee in respect of the guarantee or to
direct the exercise of any trust or power conferred upon the
preferred guarantee trustee under such trust preferred
securities. If the preferred guarantee trustee fails to enforce
such preferred securities guarantee, any holder of trust
preferred securities relating to such guarantee may institute a
legal proceeding directly against us to enforce the preferred
guarantee trustees rights under such guarantee, without
first instituting a legal proceeding against the relevant Ford
Credit trust, the guarantee trustee or any other person or
entity. Notwithstanding the preceding discussion, if we fail to
make a guarantee payment, a holder of trust preferred securities
may directly institute a proceeding against us for enforcement
of the preferred securities guarantee for such payment. We waive
any right or remedy to require that any action be brought first
against such trust or any other person or entity before
proceeding directly against us.
Status of the Preferred Securities Guarantees
Unless otherwise indicated in an applicable prospectus
supplement, the preferred securities guarantees will constitute
unsecured obligations of Ford Credit and will rank:
|
|
|
|
|
subordinate and junior in right of payment to all other
liabilities of Ford Credit; and
|
|
|
|
senior to our capital stock now or hereafter issued and any
guarantee now or hereafter entered into by us in respect of any
of our capital stock.
|
The terms of the trust preferred securities provide that each
holder agrees to the subordination provisions and other terms of
the preferred securities guarantee.
The preferred securities guarantees will constitute a guarantee
of payment and not of collection; that is, the guaranteed party
may institute a legal proceeding directly against the guarantor
to enforce its rights under the guarantee without instituting a
legal proceeding against any other person or entity.
Information Concerning the Preferred Guarantee Trustee
The preferred guarantee trustee, before the occurrence of a
default with respect to a preferred securities guarantee,
undertakes to perform only such duties as are specifically set
forth in such preferred securities guarantee and, after default,
shall exercise the same degree of care as a prudent individual
would exercise in the conduct of his or her own affairs. The
preferred guarantee trustee is under no obligation to exercise
any of the powers vested in it by a preferred securities
guarantee at the request of any holder of preferred securities,
unless offered reasonable indemnity against the costs, expenses
and liabilities which might be incurred.
Governing Law
The preferred securities guarantees will be governed by and
construed in accordance with the internal laws of the State of
New York.
27
PLAN OF DISTRIBUTION
We may sell the securities to or through agents or underwriters
or directly to one or more purchasers.
By Agents
We may use agents to sell the securities. The agents will agree
to use their reasonable best efforts to solicit purchases for
the period of their appointment.
By Underwriters
We may sell the securities to underwriters. The underwriters may
resell the securities in one or more transactions, including
negotiated transactions, at a fixed public offering price or at
varying prices determined at the time of sale. The obligations
of the underwriters to purchase the securities will be subject
to certain conditions. Each underwriter will be obligated to
purchase all the securities allocated to it under the
underwriting agreement. The underwriters may change any initial
public offering price and any discounts or concessions they give
to dealers.
Direct Sales
We may sell securities directly to investors. In this case, no
underwriters or agents would be involved.
As one of the means of direct issuance of securities, we may
utilize the services of any available electronic auction system
to conduct an electronic dutch auction of the
offered securities among potential purchasers who are eligible
to participate in the auction of those offered securities, if so
described in the prospectus supplement.
General Information
Any underwriters or agents will be identified and their
compensation described in a prospectus supplement.
We may have agreements with the underwriters, dealers and agents
to indemnify them against certain civil liabilities, including
liabilities under the Securities Act of 1933, or to contribute
to payments they may be required to make.
Underwriters, dealers and agents may engage in transactions
with, or perform services for, us or our subsidiaries in the
ordinary course of their businesses.
In compliance with guidelines of the National Association of
Securities Dealers, or NASD, the maximum consideration or
discount to be received by any NASD member or independent broker
dealer may not exceed 8% of the aggregate amount of the
securities offered pursuant to this prospectus and any
applicable prospectus supplement.
LEGAL OPINIONS
Stacy P. Thomas, who is Ford Credits Assistant
Secretary, has given an opinion about the legality of the Notes.
Mr. Thomas owns options to purchase shares of Ford common
stock.
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
The financial statements and managements assessment of the
effectiveness of internal control over financial reporting
(which is included in Managements Report on Internal
Control over Financial Reporting) incorporated in this
prospectus by reference to the 2006
10-K
Report have
been so incorporated in reliance on the report thereon included
therein of PricewaterhouseCoopers LLP, referred to hereafter as
PwC, an independent registered public accounting firm, given on
their authority as experts in accounting and auditing.
28
Date:
Term Sheet
To Prospectus dated
|
|
|
|
Original Issue Date:
|
|
|
Maturity Date:
|
|
|
Principal Amount:
|
|
|
Interest Rate:
|
|
|
|
Fixed
o
|
|
|
|
Floating
o
|
|
|
|
Interest Rate Basis:
|
|
|
|
Index Maturity:
|
|
|
|
Spread:
|
|
|
|
Initial Interest Determination Date:
|
|
|
|
Interest Determination Dates:
|
|
|
|
Interest Reset Dates:
|
|
|
Day Count Convention:
|
|
|
Interest Payments Dates:
|
|
|
Record Dates if different:
|
|
|
Redemption Provisions:
|
|
|
|
Treasury Makewhole Spread:
|
|
|
|
Redemption Dates:
|
|
|
Payment of Additional Amounts:
o
|
|
|
Tax Redemption:
o
|
|
|
Plan of Distribution:
|
|
|
29
Ford Motor Credit Company Llc (NYSE:FCJ)
Gráfica de Acción Histórica
De May 2024 a Jun 2024
Ford Motor Credit Company Llc (NYSE:FCJ)
Gráfica de Acción Histórica
De Jun 2023 a Jun 2024