Ford Motor Co. Enters Material Definitive Agreement

TL;DR

Ford just signed a big deal, creating a new financial obligation. Details in the filing.

AI Summary

On December 13, 2024, Ford Motor Company entered into a material definitive agreement, which also created a direct financial obligation for the registrant. The filing includes financial statements and exhibits related to this event. Ford Motor Company is incorporated in Delaware and headquartered in Dearborn, Michigan.

Why It Matters

This filing indicates a significant new financial commitment or agreement for Ford, which could impact its financial obligations and future operations.

Risk Assessment

Risk Level: medium — Entering into material definitive agreements and creating new financial obligations can introduce financial risks and impact the company's balance sheet.

Key Players & Entities

• FORD MOTOR CO (company) — Registrant
• December 13, 2024 (date) — Date of earliest event reported
• Dearborn, Michigan (location) — Principal executive offices

FAQ

Key Financial Figures

• $9,633,040,000 — nces from time to time thereunder up to $9,633,040,000 (the "BOSK DOE Loan") to finance the co
• $4,000,000,000 — (as defined in the SSA) to be less than $4,000,000,000. The SSA includes certain events of d
• $1,000,000,000 — gregate outstanding principal amount of $1,000,000,000 or more; Cross-acceleration to indebte
• $100,000,000 — that involve a liability of either (a) $100,000,000 (or the foreign currency equivalent the
• $200,000,000 — of any single judgment or decree or (b) $200,000,000 (or the foreign currency equivalent the

Filing Documents

• f-20241213.htm (8-K) — 41KB
• exhibit10toforddecember132.htm (EX-10) — 572KB
• 0000037996-24-000235.txt ( ) — 864KB
• f-20241213.xsd (EX-101.SCH) — 4KB
• f-20241213_def.xml (EX-101.DEF) — 15KB
• f-20241213_lab.xml (EX-101.LAB) — 29KB
• f-20241213_pre.xml (EX-101.PRE) — 16KB
• f-20241213_htm.xml (XML) — 5KB

01. Entry into a Material Definitive Agreement

Item 1.01. Entry into a Material Definitive Agreement . Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant . On December 13, 2024, BlueOval SK, LLC ("BOSK" or the "Borrower"), a 50/50 joint venture company among Ford Motor Company ("Ford"), SK On Co., Ltd. ("SK On"), and SK Battery America, Inc. ("SKBA," a wholly owned subsidiary of SK On), entered into a Loan Arrangement and Reimbursement Agreement (the "Loan Agreement") pursuant to which the Department of Energy ("DOE") agreed to arrange for the Federal Financing Bank to purchase a note or notes from the Borrower and to make advances from time to time thereunder up to $9,633,040,000 (the "BOSK DOE Loan") to finance the construction of battery manufacturing plants in Tennessee and Kentucky. BOSK is a consolidated subsidiary of SK On. In conjunction with the Loan Agreement, on December 13, 2024, each of Ford, SK On, SKBA, and SK Innovation Co., Ltd., entered into a Sponsor Support, Share Retention and Subordination Agreement (the "SSA") with BOSK and DOE. Under the SSA, Ford has agreed to guarantee 50% of BOSK's payment obligations under the BOSK DOE Loan. The SSA contains affirmative and negative covenants applicable to Ford that are substantially similar to those in Ford's existing Credit Agreement dated as of December 15, 2006, as amended and restated as of November 24, 2009, as amended and restated as of April 30, 2014, as amended and restated as of April 30, 2015, and as further amended and restated as of September 29, 2021 (and as amended, supplemented, or otherwise modified from time to time, the "Existing Credit Agreement"). The affirmative covenants include delivery of Ford's financial statements, delivery of compliance certificates and notices of default, and maintenance of Ford's automotive business and corporate existence. The negative covenants, subject to certain exceptions, include limitations on Ford's ability to merge

01. Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits . EXHIBITS Designation Description Method of Filing Exhibit 10 Sponsor Support, Share Retention and Subordination Filed with this Report Agreement dated December 13, 2024 among BlueOval SK, LLC, Ford Motor Company, SK Innovation Co., Ltd., SK On Co., Ltd., SK Battery America, Inc., and United Exhibit 104 Cover Page Interactive Data File ** (formatted in Inline XBRL) SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. FORD MOTOR COMPANY (Registrant) Date: December 16, 2024 By: /s/ David J. Witten David J. Witten Assistant Secretary * Portions of this exhibit have been omitted pursuant to Rule 601(b)(10) of Regulation S-K. The omitted information is not material and is the type of information that the Company customarily and actually treats as private and confidential. ** Submitted electronically with this Report in accordance with the provisions of Regulation S-T.

View Full Filing

View this 8-K filing on SEC EDGAR