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): March 19, 2020
AMERICAN HONDA FINANCE CORPORATION
(Exact Name of Registrant as Specified in Its Charter)
| California | 001-36111 | 95-3472715 | ||
(State or Other Jurisdiction of Incorporation) | (Commission File Number) | (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 8.01. Other Events.
Effective March 19, 2020, Honda Canada Finance Inc. (“HCFI”), a subsidiary of American Honda Finance Corporation (“AHFC”), amended (the “Seventh Amendment”) its C$1.6 billion ($1.2 billion) Second Amended and Restated Credit Agreement, dated March 24, 2014, among HCFI, as the borrower, the lenders party thereto, and Canadian Imperial Bank of Commerce, as administrative agent, joint bookrunner andco-lead arranger, RBC Capital Markets, as joint bookrunner andco-lead arranger, BMO Capital Markets, asco-lead arranger, The Toronto-Dominion Bank, asco-arranger andco-syndication agent, MUFG Bank, Ltd., Canada Branch, asco-arranger andco-syndication agent, Bank of Montreal, asco-syndication agent, Royal Bank of Canada, asco-syndication agent, Mizuho Bank, Ltd., Canada Branch, as documentation agent (the “Second Amendment and Restatement”), as amended on June 30, 2014 (the “First Amendment”), on March 13, 2015 (the “Second Amendment”), on March 23, 2016 (the “Third Amendment”), on March 23, 2017 (the “Fourth Amendment”), on March 13, 2018 (the “Fifth Amendment”) and on March 12, 2019 (the “Sixth Amendment” and the Second Amendment and Restatement, as amended by the First Amendment, the Second Amendment, the Third Amendment, the Fourth Amendment, the Fifth Amendment, the Sixth Amendment and Seventh Amendment, the “Credit Agreement”).
The Seventh Amendment:
| • | increased each of the Tranche A and Tranche B commitments by C$200 million ($154 million), such that HCFI may borrow up to C$1.0 billion ($770 million) on aone-year revolving basis and $C1.0 billion ($770 million) on a five year revolving basis pursuant to the terms and conditions of the Credit Agreement; |
| • | deleted and replaced the definition of “Applicable Margin”; |
| • | amended the definition of “Joint Bookrunners” by deleting “CIBC and RBC Capital Markets” and replacing it with “CIBC, RBC Capital Markets and BMO Capital Markets”; |
| • | extended the Tranche A commitment termination date from March 25, 2020 to March 25, 2021; |
| • | extended the Tranche B commitment termination date from March 25, 2024 to March 25, 2025; and |
| • | deleted each reference to “March 31, 2018” and replaced it with “March 31, 2019”. |
The foregoing description of the Seventh Amendment is qualified in its entirety by reference to the complete text of such Seventh Amendment, a copy of which is filed as Exhibit 10.1 to this Current Report on Form8-K and is incorporated herein by reference.
References to “C$” are to the Canadian dollar. This report contains translations of certain Canadian dollar amounts into U.S. dollars at the rate specified below solely for your convenience. These translations should not be construed as representations that the Canadian dollar amounts actually represent such U.S. dollar amounts or that they could be converted into U.S. dollars at the rate indicated. U.S. dollar equivalents for “C$” amounts are calculated based on an exchange rate of 1.2990 per U.S. dollar as of December 31, 2019.
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 23, 2020 | By: | /s/ Paul C. Honda | ||||
| Paul C. Honda | ||||||
| Vice President and Assistant Secretary | ||||||
