CALCULATION OF REGISTRATION FEE
| ||||
| Title of Each Class of Securities Offered | Maximum Aggregate Offering Price | Amount of Registration Fee | ||
Senior Debt Securities | $300,000,000 | $36,360 | ||
| ||||
| ||||
Pricing Supplement Dated February 22, 2019 | Filed Pursuant to Rule 424(b)(2) | |
(To Prospectus dated November 2, 2018 and | RegistrationNo. 333-228141 |
Prospectus Supplement dated November 2, 2018)
PACCAR Financial Corp.
Medium-Term Notes, Series P - Fixed Rate
CUSIP # 69371RP75
(the “Notes”)
We are hereby offering to sell Notes having the terms specified below to you with the assistance of:
| ☐ | BNP Paribas Securities Corp. |
| ☐ | Citigroup Global Markets Inc. |
| ☒ | J.P. Morgan Securities LLC |
| ☒ | Merrill Lynch, Pierce, Fenner & Smith Incorporated |
| ☒ | MUFG Securities Americas Inc. |
| ☐ | RBC Capital Markets, LLC |
| ☐ | U.S. Bancorp Investments, Inc. |
| ☒ | Other: Wells Fargo Securities, LLC |
Scotia Capital (USA) Inc.
TD Securities (USA) 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 99.912% of the Principal Amount. |
| ||
| Principal Amount: $300,000,000 | Original Issue Date: March 1, 2019 (T+5) | |
| Agent’s Discount or Commission: 0.200% | Final Maturity Date: March 1, 2022 | |
| Net Proceeds to Company: $299,136,000 | Interest Payment Dates: Semi-annually on each March 1 and September 1, commencing September 1, 2019
Record Dates: February 15 and August 18 preceding the applicable Interest Payment Date | |
| ||
Interest Rate: 2.850% 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 SA/NV and Clearstream Banking S.A., on or about March 1, 2019.
Plan of Distribution:
Name | Title | Principal Amount of Notes | ||
| Merrill Lynch, Pierce, Fenner & Smith Incorporated | Bookrunner | $63,000,000 | ||
| J.P. Morgan Securities LLC | Bookrunner | $63,000,000 | ||
| MUFG Securities Americas Inc. | Bookrunner | $63,000,000 | ||
| Wells Fargo Securities, LLC | Bookrunner | $63,000,000 | ||
| Scotia Capital (USA) Inc. | Co-Manager | $24,000,000 | ||
| TD Securities (USA) LLC | Co-Manager | $24,000,000 | ||
| Total | $300,000,000 |
Pursuant to Rule15c6-1 under the Securities Exchange Act of 1934, trades in the secondary market generally are required to settle in two business days unless the parties to any such trade expressly agree otherwise. Accordingly, purchasers of the Notes who wish to trade the Notes on the date hereof or the next two succeeding business days will be required, by virtue of the fact that the Notes initially will settle in T+5, to specify an alternative settlement cycle at the time of any such trade to prevent failed settlement.
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 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
The communication of this pricing supplement and the accompanying prospectus supplement and prospectus and any other document or materials relating to the issue of the Notes offered hereby is not being made, and such documents and/or materials have not been approved, by an authorized person for the purposes of section 21 of the United Kingdom’s Financial Services and Markets Act 2000, as amended (the “FSMA”). Accordingly, such documents and/or materials are not being distributed to, and must not be passed on to, the general public in the United Kingdom. The communication of such documents and/or materials as a financial promotion is only being made to those who have professional experience in matters relating to investments and who fall within the definition of investment professionals (as defined in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the “Financial Promotion Order”)), or who fall within Article 49(2)(a) to (d) of the Financial Promotion Order, or who are any other persons to whom it may otherwise lawfully be made under the Financial Promotion Order (all such persons together being referred to as “relevant persons”). In the United Kingdom, the Notes offered hereby are only available to, and any investment or investment activity to which this pricing supplement and the accompanying prospectus supplement and prospectus relates will be engaged in only with, relevant persons. Any person in the United Kingdom that is not a relevant person should not act or rely on this pricing supplement and the accompanying prospectus supplement and prospectus or any of their contents.
Any invitation or inducement to engage in investment activity (within the meaning of Section 21 of the FSMA) in connection with the issue or sale of the Notes may only be communicated or caused to be communicated 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 respect to anything done by any person in relation to the Notes in, from or otherwise involving the United Kingdom.
