Filed Pursuant to Rule 433
Registration No. 333-266775
Term Sheet
July 16, 2024
| 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: | XS2866190965 / 286619096 / 026657 AZ9 | |
| Trade Date: | July 16, 2024 | |
| Original Issue Date: | July 23, 2024 (T+5) | |
| Stated Maturity Date: | April 23, 2031 | |
| Principal Amount: | €750,000,000 | |
| Benchmark Government Security: | DBR 0.000% due February 15, 2031 | |
| Benchmark Government Security Yield: | 2.324% | |
| Spread to Benchmark Government Security: | +134.5 bps | |
| Mid-Swap Yield: | 2.689% | |
| Re-Offer Yield: | 3.669% | |
| Re-Offer Spread to Mid-Swaps: | +98 bps | |
| Price to Public: | 99.900% | |
| Commission: | 0.394% | |
| Net Proceeds to Issuer: | 99.506% / €746,295,000 | |
| Interest Rate: | 3.650% per annum, accruing from July 23, 2024 | |
| All-in-Yield: | 3.736% | |
| Interest Payment Frequency: | Annual | |
| Interest Payment Dates: | Each April 23, beginning on April 23, 2025, and at maturity | |
| Day Count Convention: | Actual / Actual (ICMA) | |
| Currency of Payment: | Euro | |
| Payment of Additional Amounts: | Yes, as provided in the preliminary pricing supplement dated July 16, 2024 (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: | Save as provided below, the 15th calendar day, whether or not a Business Day, immediately preceding the related Interest Payment Date; provided that, in the case of Notes represented by a global note, the regular record date for the Notes will be the clearing system 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, (i) 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 and (ii) on which the Trans-European Automated Real-Time Gross Settlement Express Transfer system (T2) or any successor or replacement for that system, is open. | |
| Minimum Denominations: | €100,000 and €1,000 increments thereafter | |
| Joint Book-Running Managers: | BNP Paribas Citigroup Global Markets Limited Mizuho International plc Wells Fargo Securities International Limited | |
| Co-Managers: | ANZ Securities, Inc. Deutsche Bank AG, London Branch ING Bank N.V., Belgian Branch 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. |
UK MiFIR – professionals/ECPs-only / No PRIIPs or UK PRIIPs KID – Manufacturer target market (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 European Economic Area (the “EEA”) or in the United Kingdom.
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 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, Mizuho International plc toll-free at +44-20-7090-6698 or Wells Fargo Securities International Limited toll-free at 1-800-645-3751.
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