Correspondence 0001104659-25-014016 from FORD CREDIT FLOORPLAN MASTER OWNER TRUST A (CIK 0001159408)
FORD CREDIT FLOORPLAN MASTER OWNER TRUST A (CIK 0001159408)
Date: Feb. 14, 2025 · CIK: 0001159408 · Accession: 0001104659-25-014016
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File numbers found in text: 333-283567
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CORRESP
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filename1.htm
Brandon M. Warrington
Assistant Secretary
One American Road
Dearborn, MI 48126
(531) 910-8465
February 14,
2025
U.S. Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, DC 20549
Attention: Rolaine S. Bancroft, Shalini Shah and Benjamin Meeks
Telephone No. (202) 551-3313, (202) 551-5942 and (202) 551-7146
Re: Ford
Credit Floorplan Master Owner Trust A
Ford Credit Floorplan Corporation
Ford Credit Floorplan LLC
Amendment No. 2 to Registration Statement on Form SF-3
Filed February 14,
2025
Commission File No. 333-283567
Ladies
and Gentlemen:
On behalf of Ford
Credit Floorplan Corporation and Ford Credit Floorplan LLC (the "depositors" or the "co-registrants")
and Ford Credit Floorplan Master Owner Trust A (the "trust"), and in response to the oral comment provided by the staff
of the U.S. Securities and Exchange Commission to our counsel, Katten Muchin Rosenman LLP, on a call held on February 12, 2025,
together with Amendment No. 2 to the Registration Statement filed on February 14, 2025, we submit the following response.
The numbered paragraph
below sets forth your comment in italicized text together with our response. Page references in our response are references to the
page numbers in the clean version of the form of prospectus included in Amendment No. 2 to the Registration Statement on Form SF-3.
Use of Proceeds, page 125
1. In
the new language added under “Use of Proceeds” on page 125 of the form of prospectus, you have included a cross-reference
to “Plan of Distribution,” but we note that there is no section entitled “Plan of Distribution”. Please confirm
you intend for this cross-reference to refer to the section entitled “Underwriting.”
We confirm that the correct
cross-reference is to the section entitled “Underwriting,” and we have revised the “Use of Proceeds”
section of our form of prospectus to include the correct cross-reference to “Underwriting”. See page 125 of the
form of prospectus.
* * * * *
If you have any
questions or comments regarding our response letter and the Registration Statement referred to above, please contact our counsel at Katten
Muchin Rosenman LLP, Joseph P. Topolski, at (212) 940-6312.
Sincerely,
/s/ Brandon M.
Warrington
Brandon M. Warrington
Assistant Secretary
cc: Ryan
Hershberger, Ford Credit Floorplan Corporation and Ford Credit Floorplan LLC
Joseph P. Topolski, Katten
Muchin Rosenman LLP
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