CALCULATION OF REGISTRATION FEE
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| Title of Each Class of Securities Offered | Maximum Aggregate Offering Price | Amount of Registration Fee | ||
Senior Debt Securities | $300,000,000 | $34,770 | ||
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Pricing Supplement Dated August 7, 2017 | Filed Pursuant to Rule 424(b)(2) | |
(To Prospectus dated November 5, 2015 and | RegistrationNo. 333-207838 |
Prospectus Supplement dated November 5, 2015)
PACCAR Financial Corp.
Medium-Term Notes, Series O - Fixed Rate
CUSIP # 69371RN77
(the “Notes”)
We are hereby offering to sell Notes having the terms specified below to you with the assistance of:
☐ Barclays Capital Inc.
☐ BNP Paribas Securities Corp.
☐ Citigroup Global Markets Inc.
☐ J.P. Morgan Securities LLC
☒ Merrill Lynch, Pierce, Fenner & Smith
Incorporated
☐ MUFG Securities Americas Inc.
☒ U.S. Bancorp Investments, Inc.
☒ Other: Lloyds Securities Inc.
RBC Capital Markets, LLC
The Williams Capital Group, L.P.
ANZ Securities, Inc.
Westpac Capital Markets, LLC
acting as ☒ principal ☐ agent
at: ☐ varying prices related to prevailing market prices at the time of resale
☒ a fixed initial public offering price of 99.934% of the Principal Amount.
| Principal Amount: $300,000,000 | Original Issue Date: August 10, 2017 (T+3) | |
| Agent’s Discount or Commission: 0.350% | Final Maturity Date: August 10, 2022 | |
| Net Proceeds to Company: $298,752,000 | Interest Payment Dates: Semi-annually on each February 10 and August 10, commencing February 10, 2018
Record Dates: January 27 and July 27 preceding the applicable Interest Payment Date | |
Interest Rate: 2.300% per annum
Redemption:
| ☒ | The Notes may not be redeemed prior to the Maturity Date. |
| ☐ | The Notes may be redeemed at our option prior to the Maturity Date. |
Initial Redemption Date:
Initial Redemption Percentage: %
Annual Redemption Percentage Reduction: % until Redemption Percentage is 100% of the Principal Amount.
Repayment:
| ☒ | The Notes may not be repaid prior to the Maturity Date. |
| ☐ | The Notes may be repaid prior to the Maturity Date at the option of the holder of the Notes. |
Option Repayment Date(s):
Currency:
Specified Currency: USD (If other than U.S. dollars, see attached)
Minimum Denominations: (Applicable only if Specified Currency is other than U.S. dollars)
Exchange Rate Agent: (Applicable only if Specified Currency is other than U.S. dollars)
If Discount Note, check ☐
Issue Price: %
Form: ☒ Book-Entry ☐ Certificated
The Notes are expected to be delivered in book-entry only form through the facilities of The Depository Trust Company and its direct and indirect participants, including Euroclear Bank S.A./N.V. and Clearstream Banking, société anonyme, on or about August 10, 2017.
Plan of Distribution:
Name | Title | Principal Amount of Notes | ||||||
Merrill Lynch, Pierce, Fenner & Smith Incorporated | Bookrunner | $ | 60,000,000 | |||||
Lloyds Securities Inc. | Bookrunner | $ | 60,000,000 | |||||
RBC Capital Markets, LLC | Bookrunner | $ | 60,000,000 | |||||
U.S. Bancorp Investments, Inc. | Bookrunner | $ | 60,000,000 | |||||
The Williams Capital Group, L.P. | Co-Manager | $ | 30,000,000 | |||||
ANZ Securities, Inc. | Co-Manager | $ | 15,000,000 | |||||
Westpac Capital Markets, LLC | Co-Manager | $ | 15,000,000 | |||||
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Total | $ | 300,000,000 | ||||||
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Other Provisions: N/A
Supplemental Plan of Distribution
The following discussion supplements the discussion contained in the accompanying Prospectus and Prospectus Supplement under the caption “Plan of Distribution.”
Canada
The securities may be sold only to purchasers purchasing, or deemed to be purchasing, as principal that are accredited investors, as defined in National Instrument45-106 Prospectus Exemptions or subsection 73.3(1) of the Securities Act (Ontario), and are permitted clients, as defined in National Instrument31-103 Registration Requirements, Exemptions and Ongoing Registrant Obligations. Any resale of the securities must be made in accordance with an exemption from, or in a transaction not subject to, the prospectus requirements of applicable securities laws.
Securities legislation in certain provinces or territories of Canada may provide a purchaser with remedies for rescission or damages if this document (including any amendment thereto) contains a misrepresentation, provided that the remedies for rescission or damages are exercised by the purchaser within the time limit prescribed by the securities legislation of the purchaser’s province or territory. The purchaser should refer to any applicable provisions of the securities legislation of the purchaser’s province or territory for particulars of these rights or consult with a legal advisor.
Pursuant to section 3A.3 (or, in the case of securities issued or guaranteed by the government of anon-Canadian jurisdiction, section 3A.4) of National Instrument33-105 Underwriting Conflicts (‘‘NI33-105’’), the agents are not required to comply with the disclosure requirements of NI33-105 regarding underwriter conflicts of interest in connection with this offering. |
European Economic Area
None of this pricing supplement, the accompanying prospectus supplement and the accompanying prospectus is a prospectus for the purposes of the Prospectus Directive (as defined below).
In relation to each member state of the European Economic Area which has implemented the Prospectus Directive (each, a “Relevant Member State”), with effect from and including the date on which the Prospectus Directive is implemented in that Relevant Member State (the “Relevant Implementation Date”) an offer of securities described in this pricing supplement may not be made to the public in that Relevant Member State other than:
| • | to any legal entity which is a qualified investor as defined in the Prospectus Directive; |
| • | to fewer than 150 natural or legal persons (other than qualified investors as defined in the Prospectus Directive), subject to obtaining the prior consent of the bookrunners for any such offer; or |
| • | in any other circumstances falling within Article 3(2) of the Prospectus Directive, |
provided that no such offer of securities shall require us or any agent to publish a prospectus pursuant to Article 3 of the Prospectus Directive.
For purposes of this provision, the expression an “offer of securities to the public” in any relevant member state means the communication in any form and by any means of sufficient information on the terms of the offer and the securities to be offered so as to enable an investor to decide to purchase or subscribe to the securities, as the expression may be varied in that member state by any measure implementing the Prospectus Directive in that member state, and the expression “Prospectus Directive” means Directive 2003/71/EC (as amended, including by Directive 2010/73/EU), and includes any relevant implementing measure in each relevant member state.
We or the agents have not authorized and do not authorize the making of any offer of securities through any financial intermediary on our behalf, other than offers made by the agents with a view to the final placement of the securities as contemplated in this pricing supplement. Accordingly, no purchaser of the securities, other than the agents, is authorized to make any further offer of the securities on behalf of us, or the agents.
United Kingdom
This pricing supplement and the accompanying prospectus supplement and prospectus are only being distributed to, and are only directed at, persons in the United Kingdom that are (i) investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the “Order”), (ii) high net worth entities, and other persons falling within Article 49(2)(a) to (d) of the Order or (iii) other persons to whom it may be lawfully communicated in accordance with the Order (all such persons together being referred to as “relevant persons”). This pricing supplement and the accompanying prospectus supplement and prospectus and their contents are confidential and should not be distributed, published or reproduced (in whole or in part) or disclosed by recipients to any other persons in the United Kingdom. Any investment or investment activity to which this pricing supplement and the accompanying prospectus supplement and prospectus relate will be available to, and will be engaged in with, only relevant persons. Any person in the United Kingdom that is not a relevant person must not act or rely on this pricing supplement or any of its contents.
No invitation or inducement to engage in investment activity (within the meaning of Section 21 of the Financial Services and Markets Act 2000, as amended (the “FSMA”) received by the agents in connection with the issue or sale of the securities may be communicated or caused to be communicated except in circumstances in which Section 21(1) of the FSMA does not apply to us. All applicable provisions of the FSMA must be complied with in connection with anything done in relation to the securities in, from or otherwise involving the United Kingdom.
