UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM8-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): February 28, 2020
AMERICAN HONDA FINANCE CORPORATION
(Exact Name of Registrant as Specified in Its Charter)
| 001-36111 | California | 95-3472715 | ||
(Commission File Number) | (State or Other Jurisdiction of Incorporation) | (I.R.S. Employer Identification No.) | ||
20800 Madrona Avenue Torrance, California | 90503 | |||
| (Address of Principal Executive Offices) | (Zip Code) | |||
(310)972-2288
(Registrant’s Telephone Number, Including Area Code)
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | Soliciting material pursuant to Rule14a-12 under the Exchange Act (17 CFR240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule14d-2(b) under the Exchange Act (17 CFR240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule13e-4(c) under the Exchange Act (17 CFR240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
1.300% Medium-Term Notes, Series A Due March 21, 2022 | N/A | New York Stock Exchange | ||
2.625% Medium-Term Notes, Series A Due October 14, 2022 | N/A | New York Stock Exchange | ||
1.375% Medium-Term Notes, Series A Due November 10, 2022 | N/A | New York Stock Exchange | ||
0.550% Medium-Term Notes, Series A Due March 17, 2023 | N/A | New York Stock Exchange | ||
0.750% Medium-Term Notes, Series A Due January 17, 2024 | N/A | New York Stock Exchange | ||
0.350% Medium-Term Notes, Series A Due August 26, 2022 | N/A | New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule12b-2 of the Securities Exchange Act of 1934(§240.12b-2 of this chapter).
Emerging growth company ☐
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. ☐
Item 1.01. Entry into a Material Definitive Agreement.
On February 28, 2020, American Honda Finance Corporation (“AHFC”) entered into the following credit agreements:
| • | $3,500,000,000364-Day Credit Agreement (the“364-Day Credit Agreement”), among AHFC, as the borrower, the lenders from time to time party thereto, MUFG Bank, Ltd., as administrative agent and auction agent, JPMorgan Chase Bank, N.A., as syndication agent, Bank of America, N.A., Barclays Bank PLC, BNP Paribas and Citibank, N.A., as documentation agents, and MUFG Bank, Ltd., JPMorgan Chase Bank, N.A., Barclays Bank PLC, BNP Paribas Securities Corp, BofA Securities, Inc., Citigroup Global Markets Inc. and Mizuho Bank, Ltd., as joint lead arrangers and joint bookrunners, pursuant to which the lenders have committed to provide AHFC with a$3,500,000,000 364-day unsecured revolving credit facility that will expire on February 26, 2021 unless extended in accordance with the terms of the364-Day Credit Agreement. |
| • | $2,100,000,000 Three-Year Credit Agreement (the “Three-Year Credit Agreement”), among AHFC, as the borrower, the lenders from time to time party thereto, MUFG Bank, Ltd., as administrative agent and auction agent, JPMorgan Chase Bank, N.A., as syndication agent, Bank of America, N.A., Barclays Bank PLC, BNP Paribas and Citibank, N.A., as documentation agents, and MUFG Bank, Ltd., JPMorgan Chase Bank, N.A., Barclays Bank PLC, BNP Paribas Securities Corp, BofA Securities, Inc., Citigroup Global Markets Inc. and Mizuho Bank, Ltd., as joint lead arrangers and joint bookrunners, pursuant to which the lenders have committed to provide AHFC with a $2,100,000,000 three-year unsecured revolving credit facility that will expire on February 28, 2023 unless extended in accordance with the terms of the Three-Year Credit Agreement. |
| • | $1,400,000,000 Five-Year Credit Agreement (the “Five-Year Credit Agreement” and, together with the364-Day Credit Agreement and the Three-Year Credit Agreement, the “Credit Agreements”), among AHFC, as the borrower, the lenders from time to time party thereto, MUFG Bank, Ltd., as administrative agent and auction agent, JPMorgan Chase Bank, N.A., as syndication agent, Bank of America, N.A., Barclays Bank PLC, BNP Paribas and Citibank, N.A., as documentation agents, and MUFG Bank, Ltd., JPMorgan Chase Bank, N.A., Barclays Bank PLC, BNP Paribas Securities Corp, BofA Securities, Inc., Citigroup Global Markets Inc. and Mizuho Bank, Ltd., as joint lead arrangers and joint bookrunners, pursuant to which the lenders have committed to provide AHFC with a $1,400,000,000 five-year unsecured revolving credit facility that will expire on February 28, 2025 unless extended in accordance with the terms of the Five-Year Credit Agreement. |
The364-Day Credit Agreement provides that AHFC may borrow up to $3,500,000,000 ona 364-day revolving basis, the Three-Year Credit Agreement provides that AHFC may borrow up to $2,100,000,000 on a three-year revolving basis, and the Five-Year Credit Agreement provides that AHFC may borrow up to $1,400,000,000 on a five-year revolving basis, each for general corporate purposes. Outstanding borrowings under the Credit Agreements bear interest, at AHFC’s option, based on the base rate for base rate loans or, subject to the implementation of a LIBOR successor rate in accordance with the terms of the applicable Credit Agreement, the specified LIBOR rate for Eurodollar loans, plus the applicable margin. The base rate under the Credit Agreements is the higher of (i) the federal funds rate plus 0.50%, (ii) the prime rate determined by the administrative agent, and (iii) the specified LIBOR rate or LIBOR successor rate, as applicable, for Eurodollar loans plus 1.00%. On the date of this filing, no amounts were drawn upon under the Credit Agreements.
The Credit Agreements contain customary conditions to borrowing and customary restrictive covenants, including limitations on liens and limitations on mergers and consolidations and asset sales. The Credit Agreements also require AHFC to maintain a positive consolidated tangible net worth. The Credit Agreements, in addition to other customary events of default, include cross-default provisions and provisions for default if Honda Motor Co., Ltd., an indirect parent of AHFC (“HMC”), does not maintain ownership, whether directly or indirectly, of at least 80% of the outstanding capital stock of AHFC. In addition, the Credit Agreements contain provisions for default related to certain circumstances regarding the Keep Well Agreement, dated as of September 9, 2005 (the “Keep Well Agreement”), between HMC and AHFC, including if HMC’s obligations under the Keep Well Agreement become invalid, voidable, or unenforceable. All of these conditions, covenants and events of default are subject to important limitations and exceptions under the Credit Agreements.
The Credit Agreements replace the Existing Credit Agreements (as defined below) on substantially similar terms other than, among other things, the following:
| • | the extension of the scheduled commitment termination dates under the364-day unsecured revolving credit facility, the three-year unsecured revolving credit facility and the five-year unsecured revolving credit facility to February 26, 2021, February 28, 2023 and February 28, 2025, respectively; |
| • | the inclusion of LIBOR successor rate and fallback provisions; and |
| • | an increase to the thresholds for cross-default and events of default due to final judgment or order for payment of money, in each case, from $25,000,000 to $400,000,000. |
Certain of the lenders party to the Credit Agreements and/or their respective affiliates, have performed, and may in the future perform, commercial banking, investment banking, underwriting and other financial advisory services for AHFC and its affiliates, for which they have received, and will receive, customary fees and expenses.
The foregoing description of the Credit Agreements does not purport to be complete and is qualified in its entirety by reference to the complete text of each such Credit Agreement. Copies of the364-Day Credit Agreement, the Three-Year Credit Agreement and the Five-Year Credit Agreement are included in this Current Report onForm 8-K as Exhibits 10.1, 10.2 and 10.3, respectively, and are incorporated herein by reference.
Item 1.02. Termination of a Material Definitive Agreement.
The Credit Agreements replace AHFC’s (i) $3,500,000,000 364 Day Credit Agreement, dated March 3, 2017 (as amended, the “Existing 364 Day Credit Agreement”), among AHFC, as the borrower, the lenders party thereto, The Bank of Tokyo-Mitsubishi UFJ, Ltd., as administrative agent and auction agent, JPMorgan Chase Bank, N.A., as syndication agent, Bank of America, N.A., Barclays Bank PLC, BNP Paribas and Citibank, N.A., as documentation agents, and The Bank of Tokyo-Mitsubishi UFJ, Ltd., JPMorgan Chase Bank, N.A., Barclays Bank PLC, BNP Paribas Securities Corp, Citigroup Global Markets Inc. and Merrill Lynch, Pierce, Fenner & Smith Incorporated, as joint lead arrangers and joint bookrunners, (ii) $2,100,000,000 Three Year Credit Agreement, dated March 3, 2017 (as amended, the “Existing Three Year Credit Agreement”), among AHFC, as the borrower, the lenders party thereto, The Bank of Tokyo-Mitsubishi UFJ, Ltd., as administrative agent and auction agent, JPMorgan Chase Bank, N.A., as syndication agent, Bank of America, N.A., Barclays Bank PLC, BNP Paribas and Citibank, N.A., as documentation agents, and The Bank of Tokyo-Mitsubishi UFJ, Ltd., JPMorgan Chase Bank, N.A., Barclays Bank PLC, BNP Paribas Securities Corp, Citigroup Global Markets Inc. and Merrill Lynch, Pierce, Fenner & Smith Incorporated, as joint lead arrangers and joint bookrunners, and (iii) $1,400,000,000 Five Year Credit Agreement, dated March 3, 2017 (as amended, the “Existing Five Year Credit Agreement” and, together with the Existing 364 Day Credit Agreement and the Existing Three Year Credit Agreement, the “Existing Credit Agreements”), among AHFC, as the borrower, the lenders party thereto, The Bank of Tokyo-Mitsubishi UFJ, Ltd., as administrative agent and auction agent, JPMorgan Chase Bank, N.A., as syndication agent, Bank of America, N.A., Barclays Bank PLC, BNP Paribas and Citibank, N.A., as documentation agents, and The Bank of Tokyo-Mitsubishi UFJ, Ltd., JPMorgan Chase Bank, N.A., Barclays Bank PLC, BNP Paribas Securities Corp, Citigroup Global Markets Inc. and Merrill Lynch, Pierce, Fenner & Smith Incorporated, as joint lead arrangers and joint bookrunners. The Existing 364 Day Credit Agreement, the Existing Three Year Credit Agreement and the Existing Five Year Credit Agreement were scheduled to terminate on February 28, 2020, March 3, 2021 and March 3, 2023, respectively.
No amounts were outstanding or repaid under the Existing Credit Agreements in connection with their termination or expiration, as applicable, on February 28, 2020. In addition, AHFC did not incur any termination penalties in connection with the early termination of the Existing Credit Agreements.
Certain of the lenders party to the Existing Credit Agreements and/or their respective affiliates have performed, and may in the future perform, commercial banking, investment banking, underwriting and other financial advisory services for AHFC and its affiliates, for which they have received, and will receive, customary fees and expenses.
Item 2.03. Creation of a Direct Financial Obligation or an Obligation under anOff-Balance Sheet Arrangement of a Registrant.
The information set forth above under Item 1.01 is hereby incorporated by reference in its entirety in this Item 2.03.
Item 9.01. Financial Statements and Exhibits.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| AMERICAN HONDA FINANCE CORPORATION | ||||||
| Date: March 4, 2020 | By: | /s/ Paul C. Honda | ||||
| Paul C. Honda | ||||||
| Vice President and Assistant Secretary | ||||||
