8-K 1 tm2515154d13_8k.htm FORM 8-K

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported):

May 20, 2025

 

  Ford Credit Floorplan Master Owner Trust A  

(Exact Name of Issuing Entity as Specified in Charter)

Commission File Number: 333-283567

Central Index Key Number: 0001159408

 

  Ford Credit Floorplan LLC and Ford Credit Floorplan Corporation  

(Exact Name of Registrants/Depositors as Specified in Charter)

Commission File Numbers:333-283567-01 and 333-283567-02

Central Index Key Numbers: 0001061198 and 0000872471

 

  Ford Motor Credit Company LLC  

(Exact Name of Sponsor as Specified in Charter)

Central Index Key Number: 0000038009

 

 Delaware 

(State or Other Jurisdiction of Incorporation of the Registrants)

 

 38-3372243 and 38-2973806 

(IRS Employer Identification No. of the Registrants)

 

c/o Ford Motor Company – Ford Credit SPE Management Office   
World Headquarters, Suite 802   
One American Road   
Dearborn, Michigan  48126
(Address of Principal Executive Offices of the Registrants)  (Zip Code)

 

Registrants' telephone number, including area code: 313-594-3495

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

¨          Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨          Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨          Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨          Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

Emerging growth company   ¨

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ¨

 

Securities registered pursuant to Section 12(b) of the Securities Exchange Act of 1934:

 

Title of each class Trading Symbol(s) Name of each exchange on which registered
None None None

 

 

 

 

 

 

Item 1.01Entry into a Material Definitive Agreement.

 

In connection with the issuance by Ford Credit Floorplan Master Owner Trust A (the "Trust") of the asset-backed securities (the "Notes") described in the Prospectus, dated May 20, 2025 (the "Prospectus"), which was filed with the Securities and Exchange Commission pursuant to its Rule 424(b)(2) by Ford Credit Floorplan Corporation and Ford Credit Floorplan LLC (the "Registrants" or the "Depositors"), the Depositors entered into an Underwriting Agreement on May 20, 2025 (the "Underwriting Agreement") with the underwriters listed in Item 9.01(d) below. The Underwriting Agreement is described more fully in the Prospectus.

 

Item 8.01Other Events.

 

In connection with the offering of the Notes, the chief executive officer of the Depositors has made the certifications required by Paragraph I.B.1(a) of Form SF-3. The certification is being filed on this Current Report to satisfy the requirements of Item 601(b)(36) of Regulation S-K.

 

On the closing date for the issuance of the Notes stated in the Prospectus (the "Closing Date"), the Depositors and/or the Trust will enter into the other agreements listed in Item 9.01(d) below (such agreements, the "Transaction Documents"). The Transaction Documents are described more fully in the Prospectus.

 

Substantially final versions of the Transaction Documents, the forms of which were filed as exhibits to the Registration Statement, are being filed on this Current Report to satisfy the requirements of Item 1100(f) of Regulation AB.

 

Item 9.01.Financial Statements and Exhibits.

 

(a) Not applicable
 
(b) Not applicable
 
(c) Not applicable
 
(d) Exhibits:

 

  Exhibit No. Description
     
  1.1 Underwriting Agreement, dated May 20, 2025, among the Depositors, the Sponsor and Barclays Capital Inc., SMBC Nikko Securities America, Inc., Truist Securities, Inc., CIBC World Markets Corp. and Lloyds Securities Inc.
     
  4.2 Series 2025-1 Indenture Supplement, to be dated as of May 1, 2025, between the Trust and the Indenture Trustee.
     
  10.15 Series 2025-1 Account Control Agreement, to be dated as of May 1, 2025, between the Trust and The Bank of New York Mellon.
     
  36.1 Depositor (Ford Credit Floorplan Corporation) Certification for shelf offerings of asset-backed securities.

 

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  36.2 Depositor (Ford Credit Floorplan LLC) Certification for shelf offerings of asset-backed securities.

 

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SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrants have duly caused this Report to be signed on their respective behalves by the undersigned hereunto duly authorized.

 

 

  FORD CREDIT FLOORPLAN CORPORATION
   
   
  By: /s/ Ryan Hershberger
    Name: Ryan Hershberger
    Title: President and Assistant Secretary
   
   
  FORD CREDIT FLOORPLAN LLC
   
   
  By: /s/ Ryan Hershberger
    Name: Ryan Hershberger
    Title: President and Assistant Secretary

 

Dated: May 22, 2025

 

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