FWP 1 d600644dfwp.htm FWP FWP

Filed Pursuant to Rule 433

Registration No. 333-213047

Pricing Term Sheet

October 3, 2018

 

Issuer:    American Honda Finance Corporation
Security:    Floating Rate Medium-Term Notes, Series A
Issuer Senior Long-Term Debt Ratings*:   

Moody’s Investors Service, Inc.: A2 (stable outlook)

Standard & Poor’s Ratings Services: A+ (negative outlook)

CUSIP/ISIN:    02665WCN9 / US02665WCN92
Trade Date:    October 3, 2018
Original Issue Date:   

October 10, 2018 (T+4)

Under Rule 15c6-1 of the U.S. Securities Exchange Act of 1934, as amended, trades in the secondary market generally are required to settle in two business days, unless the parties to a trade expressly agree otherwise. Accordingly, purchasers who wish to trade Notes on any date prior to two business days before the Original Issue Date will be required to specify alternative settlement arrangements to prevent a failed settlement.

Stated Maturity Date:    December 10, 2021
Principal Amount:    $350,000,000
Interest Category:    Regular Floating Rate Note
Interest Rate Basis:    LIBOR
Designated LIBOR Page:    Reuters Page LIBOR01
Index Maturity:    3 month, except for the initial interest rate, which shall be 2 month
Initial Interest Rate:    The initial interest rate will be based on 2 month LIBOR determined on October 8, 2018 plus the Spread, accruing from October 10, 2018; interest rates thereafter shall be based on 3 month LIBOR plus the Spread.
Initial Interest Reset Date:    December 10, 2018
Interest Reset Dates:    Each Interest Payment Date
Interest Determination Date:    The second London Banking Day preceding each Interest Reset Date
Interest Payment Frequency:    Quarterly
Interest Payment Dates:    Each March 10, June 10, September 10 and December 10, beginning on December 10, 2018 (short first coupon), and on the Stated Maturity Date
Spread:    +29 bps
Designated LIBOR Currency:    U.S. dollars
Price to Public:    100.000%
Commission:    0.225%
Net Proceeds to Issuer:    99.775% / $349,212,500
Day Count Convention:    Actual/360
Business Day Convention:    Modified Following (adjusted); provided, however, if the Stated Maturity Date falls on a day that is not a Business Day, the payment of principal and interest that is due on the Stated Maturity Date will be made on the next succeeding Business Day, and no interest on such payment will accrue for the period from and after the Stated Maturity Date to the date of that payment on the next succeeding Business Day
Record Dates:    15th calendar day, whether or not a Business Day, preceding the related Interest Payment Date


Calculation Agent:    Deutsche Bank Trust Company Americas
Business Days:    New York and London
Minimum Denominations:    $2,000 and $1,000 increments thereafter
Joint Book-Running Managers:   

Barclays Capital Inc.

BNP Paribas Securities Corp.

J.P. Morgan Securities LLC

Merrill Lynch, Pierce, Fenner & Smith

                     Incorporated

MUFG Securities Americas Inc.

Co-Managers:   

Lloyds Securities Inc.

RBC Capital Markets, LLC

TD Securities (USA) LLC

U.S. Bancorp Investments, Inc.
Loop Capital Markets LLC

The Williams Capital Group, L.P.

DTC Number:    187

Additional Risk Factor:

Increased regulatory oversight, uncertainty relating to the LIBOR calculation process and potential phasing out of LIBOR after 2021 may adversely affect the value of the Notes.

LIBOR is the subject of recent national and international regulatory guidance and proposals for reform. These reforms or actions by the British Bankers’ Association (the “BBA”) in connection with the investigations into whether banks have been manipulating or attempting to manipulate LIBOR, may cause LIBOR to perform differently than in the past, or have other consequences which cannot be predicted. For example, on July 27, 2017, the U.K. Financial Conduct Authority announced that it intends to stop persuading or compelling banks to submit LIBOR rates after 2021. Furthermore, in the United States, efforts to identify a set of alternative U.S. dollar reference interest rates include proposals by the Alternative Reference Rates Committee sponsored by the Federal Reserve Board and the Federal Reserve Bank of New York. At this time, it is not possible to predict the effect of any such changes, any establishment of alternative reference rates or any other reforms to LIBOR that may be enacted in the United Kingdom, in the United States or elsewhere. Uncertainty as to the nature of such potential changes, alternative reference rates, the replacement or disappearance of LIBOR or other reforms may adversely affect the value of and the return on LIBOR-based securities, including the Notes.

*A securities rating is not a recommendation to buy, sell or hold securities and may be changed or withdrawn at any time.

No PRIIPs KID – No PRIIPs key information document (KID) has been prepared as not available to retail in EEA.

This term sheet supplements the prospectus supplement dated August 10, 2016 and the related prospectus dated August 10, 2016; capitalized terms used in this term sheet, but otherwise not defined, shall have the meanings assigned to them in 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 and prospectus 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 calling Barclays Capital Inc. toll free at 888-603-5847, BNP Paribas Securities Corp. toll-free at 1-800-854-5674, J.P. Morgan Securities LLC collect at (212) 834-4533, Merrill Lynch, Pierce, Fenner & Smith Incorporated toll-free at 1-800-294-1322 or MUFG Securities Americas Inc. toll-free at 1-877-649-6848.

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.