Securities Exchange Act of 1934
March 21, 2007
Response of the Office of Chief Counsel
Division of Corporation Finance
Ford Motor Credit Company
Incoming letter dated March 20, 2007
Based on the facts presented, the Division's views are as follows. Capitalized terms have the same meanings defined in your letter.
- The reporting history of Ford Credit under the Exchange Act may be taken into account to determine whether New Ford Credit is eligible to use Form S-3 under the Securities Act, and to determine whether New Ford Credit may furnish information in a Form S-4 under the Securities Act in the manner permitted for a company that is eligible to use Form S-3, as contemplated by General Instruction B.1.a of Form S-4;
- Without necessarily agreeing with your analysis, the Division will not object if New Ford Credit, as successor to Ford Credit, does not file new registration statements under the Securities Act for ongoing offerings of securities covered by Ford Credit's Existing Registration Statements. Instead, New Ford Credit may adopt Ford Credit's registration statements pursuant to Rule 414 under the Securities Act by filing post-effective amendments to those registration statements;
- After the effective time of the Conversion, New Ford Credit may take into account Ford Credit's prior issuances of non-convertible debt securities for purposes of determining whether New Ford Credit "has issued in the last three years at least $1 billion aggregate principal amount of non-convertible securities, other than common equity, in primary offerings for cash, not exchange, registered under the [Securities] Act";
- Ford Credit's Exchange Act reporting history may be taken into account when determining New Ford Credit's compliance with the current public information requirements of Rule 144(c)(1) under the Securities Act;
- The Conversion will be a "succession" for purposes of Rule 12g-3(a) under the Exchange Act; and
- After consummation of the Conversion, New Ford Credit may succeed to the Commission file number currently used by Ford Credit.
These positions are based on the representations made to the Division in your letter. Any different facts or conditions might require the Division to reach different conclusions. Further, this response only represents the Division's position on enforcement and does not purport to express any legal conclusions on the questions presented.
Heather L. Maples
The Incoming Letter is in Acrobat format.