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): August 14, 2018
CNH Industrial Capital LLC
(Exact name of registrant as specified in its charter)
Delaware
(State or other jurisdiction of
incorporation) | | 000-55510
(Commission File Number) | | 39-1937630
(IRS Employer
Identification No.) |
| | | | |
5729 Washington Avenue
Racine, Wisconsin
(Address of principal executive offices) | | | | 53406
(Zip Code) |
(262) 636-6011
(Registrant’s telephone number, including area code)
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:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o 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 under the Securities Act (17 CFR 230.405) or Rule 12b-2 under the Exchange Act (17 CFR 240.12b-2).
Emerging growth company o
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. o
Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
The information set forth under Item 8.01 of this Current Report on Form 8-K, including Exhibits 4.1, 4.2 and 99.1 hereto, is incorporated by reference into this Item 2.03.
Item 8.01. Other Events.
On August 14, 2018, CNH Industrial N.V. announced that its wholly owned subsidiary, CNH Industrial Capital LLC (“CNH Industrial Capital”), completed its previously announced offering of $500 million in aggregate principal amount of 4.200% notes due 2024 (the “Notes”) with an issue price of 99.701%, pursuant to an Underwriting Agreement, dated August 9, 2018, among CNH Industrial Capital, the Guarantors (as defined below) and Merrill Lynch, Pierce, Fenner & Smith Incorporated, Goldman Sachs & Co. LLC, RBC Capital Markets, LLC and Wells Fargo Securities, LLC, as representatives of the several underwriters named in Schedule I thereto (the “Underwriting Agreement”).
The Notes and the related guarantees were offered and sold under a registration statement on Form F-3ASR (Registration Nos. 333-206891-01, 333-206891-02, 333-206891-03), filed with the Securities and Exchange Commission (the “SEC”) on September 11, 2015 (the “Registration Statement”). CNH Industrial Capital and the Guarantors have also filed with the SEC a prospectus supplement, dated August 9, 2018, together with the accompanying prospectus, dated September 11, 2015, in connection with the offering of the Notes and the related guarantees.
The Notes were issued pursuant to an Indenture, dated as of September 11, 2015 (the “Indenture”), among CNH Industrial Capital, CNH Industrial Capital America LLC and New Holland Credit Company, LLC (together with CNH Industrial Capital America LLC, the “Guarantors”) and Wells Fargo Bank, National Association, as trustee (the “Trustee”), and an Officers’ Certificate of the Company, dated as of August 14, 2018, pursuant to Sections 2.01 and 3.01 of the Indenture (the “Officers’ Certificate”).
The Notes bear interest at a rate of 4.200% per annum and mature on January 15, 2024. Interest on the Notes will be payable semi-annually on January 15 and July 15 of each year, commencing on January 15, 2019, to the holders of record of such Notes at the close of business on January 1 or July 1, respectively, preceding such interest payment date. The Indenture contains covenants that limit, among other things, (i) CNH Industrial Capital’s ability and the ability of its restricted subsidiaries to incur secured debt or enter into sale and leaseback transactions; and (ii) CNH Industrial Capital’s ability and the ability of the Guarantors to consolidate, merge, convey, transfer or lease all or substantially all of their respective properties and assets. These covenants are subject to important exceptions and limitations.
The Notes will be redeemable, at the option of CNH Industrial Capital, in whole at any time or in part from time to time, at a redemption price equal to 100% of the principal amount thereof, plus accrued and unpaid interest, if any, to the redemption date, plus a make-whole premium specified under the Officers’ Certificate.
The description set forth above is qualified in its entirety by the Underwriting Agreement, the Indenture, the Officers’ Certificate and the form of the Notes. Copies of the Underwriting Agreement, the Officers’ Certificate and the form of the Notes are attached hereto as Exhibits 1.1, 4.1 and 4.2, respectively, and incorporated herein by reference, and the Indenture (which contains the form of the guarantees) was filed as an Exhibit 4.9 to the Registration Statement.
A copy of the Press Release, dated August 14, 2018, “Closing of $500 million notes of CNH Industrial Capital LLC” is attached hereto as Exhibit 99.1 and incorporated herein by reference.
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