FWP 1 d719554dfwp.htm FWP FWP

Filed Pursuant to Rule 433

Registration No. 333-213047

Pricing Term Sheet

March 15, 2019

 

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 (stable outlook)

CUSIP/ISIN:

   02665WCV1 / US02665WCV19

Trade Date:

   March 15, 2019

Original Issue Date:

  

March 20, 2019 (T+3)

 

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:

   October 19, 2020

Principal Amount:

   $400,000,000

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 1 month

Initial Interest Rate:

   The initial interest rate will be based on 1 month LIBOR determined on March 18, 2019 plus the Spread, accruing from March 20, 2019; interest rates thereafter shall be based on 3 month LIBOR plus the Spread.

Initial Interest Reset Date:

   April 19, 2019

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 January 19, April 19, July 19 and October 19 beginning on April 19, 2019 (short first coupon), and on the Stated Maturity Date

Spread:

   +28 bps

Designated LIBOR Currency:

   U.S. dollars

Price to Public:

   100.000%

Commission:

   0.050%

Net Proceeds to Issuer:

   99.950% / $399,800,000

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

Agents:

  

Merrill Lynch, Pierce, Fenner & Smith

                     Incorporated

SG Americas Securities, LLC

DTC Number:

   773

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 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 or any agent 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 Merrill Lynch, Pierce, Fenner & Smith Incorporated toll-free at 1-800-294-1322 or SG Americas Securities, LLC at 1-855-881-2108.

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.