Filed Pursuant to Rule 433
Registration No. 333-266775
Term Sheet
August 31, 2023
| Issuer: | American Honda Finance Corporation | |
| Issuer Legal Entity Identifier: | B6Q2VFHD1797Q7NZ3E43 | |
| Security: | Fixed Rate Medium-Term Notes, Series A | |
| Issuer Senior Long-Term Debt Ratings*: | Moody’s Investors Service, Inc.: A3 (stable outlook) Standard & Poor’s Ratings Services: A- (stable outlook) | |
| ISIN/Common Code/CUSIP: | XS2678149456/267814945/ U0258B AE1 | |
| Trade Date: | August 31, 2023 | |
| Original Issue Date: | September 6, 2023 (T+4) | |
| Stated Maturity Date: | September 6, 2030 | |
| Principal Amount: | £450,000,000 | |
| Benchmark Government Security: | UKT 0.375% due October 22, 2030 | |
| Benchmark Government Security Yield: | 4.286% | |
| Spread to Benchmark Government Security: | +128 bps | |
| Re-Offer Yield: | 5.566% (semi-annual) | |
| 5.643% (annual) | ||
| Price to Public: | 99.754% | |
| Commission: | 0.400% | |
| Net Proceeds to Issuer: | 99.354% / £447,093,000 | |
| Interest Rate: | 5.600% per annum, accruing from September 6, 2023 | |
| All-in Yield: | 5.715% (annual) | |
| Interest Payment Frequency: | Annual | |
| Interest Payment Dates: | Each September 6, beginning on September 6, 2024 and ending at maturity | |
| Day Count Convention: | Actual / Actual (ICMA) | |
| Currency of Payment: | Sterling | |
| Payment of Additional Amounts: | Yes, as provided in the preliminary pricing supplement dated August 31, 2023 (the “Preliminary Pricing Supplement”). | |
| Redemption for Tax Reasons: | Yes, as provided in the Preliminary Pricing Supplement. | |
| Optional Redemption: | Comparable Government Bond Rate +20 bps, plus unpaid interest, if any, accrued thereon to but excluding the redemption date, as provided in the Preliminary Pricing Supplement. | |
| Listing: | Application will be made to list the Notes on the New York Stock Exchange although the Issuer cannot guarantee such listing will be obtained. | |
| Business Day Convention: | If any Interest Payment Date, the Stated Maturity Date or earlier redemption date falls on a day that is not a Business Day, the related payment of principal, premium, if any, or interest will be made on the next succeeding Business Day as if made on the date the applicable payment was due, and no interest will accrue on the amount so payable for the period from and after such Interest Payment Date, the Stated Maturity Date or earlier redemption date, as the case may be, to the date of such payment on the next succeeding Business Day. | |
| Record Dates: | The business day (for this purpose, a day on which Clearstream and Euroclear are open for business), immediately preceding the related Interest Payment Date. | |
| Trustee and Paying Agent: | Deutsche Bank Trust Company Americas | |
| Registrar and Transfer Agent: | Deutsche Bank Trust Company Americas | |
| Business Days: | Any day, other than a Saturday or Sunday, which is not a day on which banking institutions in the City of New York or London are authorized or required by law, regulation or executive order to close. | |
| Minimum Denominations: | £100,000 and £1,000 increments thereafter | |
| Joint Book-Running Managers: | BNP Paribas Citigroup Global Markets Limited Wells Fargo Securities International Limited | |
| Co-Managers: | Deutsche Bank AG, London Branch Société Générale The Toronto-Dominion Bank | |
| * | A securities rating is not a recommendation to buy, sell or hold securities and may be changed or withdrawn at any time. |
MiFID II and UK MiFIR – professionals/ECPs-only / No PRIIPs or UK PRIIPs KID – Manufacturer target market (MiFID II and UK MiFIR product governance) is eligible counterparties and professional clients only (all distribution channels). No PRIIPs or UK PRIIPs key information document (KID) has been prepared as the Notes are not available to retail investors in the EEA or in the UK.
The communication of this term sheet and any other document or materials relating to the issue of the securities described in this term sheet 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. Accordingly, this announcement and such other documents and/or materials are not being distributed to, and must not be passed on to, the general public in the United Kingdom. This term sheet and such other documents and/or materials are for distribution only to persons who (i) 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”)), (ii) fall within Article 49(2)(a) to (d) of the Financial Promotion Order, (iii) are outside the United Kingdom, or (iv) are 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”). This term sheet and any other document or materials relating to the issue of the securities described in this term sheet are directed only at relevant persons and must not be acted on or relied on by persons who are not relevant persons. Any investment or investment activity to which this announcement and any other document or materials relating to the issue of the securities described in this announcement 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 term sheet or any other documents and/or materials relating to the issue of the securities described in this term sheet or any of its contents.
This term sheet supplements the Preliminary Pricing Supplement, the prospectus supplement dated August 11, 2022 and the related prospectus dated August 11, 2022; capitalized terms used in this term sheet, but otherwise not defined, shall have the meanings assigned to them in the Preliminary Pricing Supplement or the related prospectus supplement and prospectus.
The issuer has filed a registration statement (including a prospectus) with the U.S. Securities and Exchange Commission (the “SEC”) for the offering to which this communication relates. Before you invest, you should read the aforementioned prospectus, prospectus supplement, the Preliminary Pricing Supplement and other
2
documents the issuer has filed with the SEC for more complete information about the issuer and this offering. You may get these documents for free by visiting EDGAR on the web at www.sec.gov. Alternatively, the issuer, any underwriter or any dealer participating in the offering will arrange to send you the aforementioned prospectus, the prospectus supplement and the applicable pricing supplement if you request them by contacting BNP Paribas toll-free at 1-800-854-5674, Citigroup Global Markets Limited toll-free at 1-800-831-9146, or Wells Fargo Securities International Limited toll-free at 1-800-645-37511.
Any disclaimer or other notice that may appear below is not applicable to this communication and should be disregarded. Such disclaimer or notice was automatically generated as a result of this communication being sent by Bloomberg or another email system.
3
