UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
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| Item 8.01. | Other Events. |
Effective March 25, 2022, Honda Canada Finance Inc. (“HCFI”), a subsidiary of American Honda Finance Corporation (“AHFC”), amended (the “Ninth Amendment”) its C$2.0 billion ($1.6 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 and co-lead arranger, RBC Capital Markets, as joint bookrunner and co-lead arranger, BMO Capital Markets, as co-lead arranger, The Toronto-Dominion Bank, as co-arranger and co-syndication agent, MUFG Bank, Ltd., Canada Branch, as co-arranger and co-syndication agent, Bank of Montreal, as co-syndication agent, Royal Bank of Canada, as co-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”), on March 12, 2019 (the “Sixth Amendment”), on March 19, 2020 (the “Seventh Amendment”) and on March 15, 2021 (the “Eighth 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, the Seventh Amendment, the Eighth Amendment and the Ninth Amendment, the “Credit Agreement”).
The Ninth Amendment, among other things:
| • | extended the commitment termination date of Tranche A, which enables HCFI to borrow up to C$1.0 billion ($791 million), from March 25, 2022 to March 25, 2023; |
| • | extended the commitment termination date of Tranche B, which enables HCFI to borrow up to C$1.0 billion ($791 million), from March 25, 2025 to March 25, 2027; |
| • | added a new Section 2.4(i) to the Credit Agreement to address any discontinuation or unavailability of the Canadian Dollar Offered Rate; |
| • | added a new Section 12.12 “Erroneous Payments by the Administrative Agent” to the Credit Agreement; |
| • | deleted each reference to “March 31, 2020” in Section 8.4 of the Credit Agreement and replaced it with “March 31, 2021”; and |
| • | made certain other technical changes. |
The foregoing description of the Ninth Amendment is qualified in its entirety by reference to the complete text of such Ninth Amendment, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.
References to “C$” 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 1.2637 per U.S. dollar as of December 31, 2021.
| Item 9.01. | Financial Statements and Exhibits. |
| Exhibit No. |
Description | |
| 10.1 | Ninth Amendment, dated as of March 25, 2022, between HCFI and Canadian Imperial Bank of Commerce, as administrative agent, for and on behalf of the banks party to the Credit Agreement. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). | |
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 25, 2022 | By: | /s/ Paul C. Honda | ||||
| Paul C. Honda | ||||||
| Vice President and Assistant Secretary | ||||||