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 1.01. | Entry into a Material Definitive Agreement. |
Effective March 25, 2025, Honda Canada Finance Inc. (“HCFI”), a subsidiary of American Honda Finance Corporation (“AHFC”), amended (the “First Amendment”) its C$2,000,000,000 ($1,396,063,102.05) Third Amended and Restated Credit Agreement, dated March 25, 2024, 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 joint bookrunner and 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 “Credit Agreement”).
The First Amendment, among other things:
| • | extended the commitment termination date of Tranche A, which enables HCFI to borrow up to C$1,000,000,000 ($698,031,551.03), from March 25, 2024 to March 25, 2025; and |
| • | deleted each reference to “March 31, 2023” in Section 8.4 of the Credit Agreement and replaced it with “March 31, 2024”. |
The foregoing description of the First Amendment is qualified in its entirety by reference to the complete text of such First Amendment, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.
References to C$ 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 a an exchange rate of 1.4326 per U.S. dollar as of March 19, 2025.
| Item 9.01. | Financial Statements and Exhibits. |
| Exhibit No. |
Description | |
| 10.1 | First Amendment, dated as of March 25, 2025, between HCFI and Canadian Imperial Bank of Commerce, as administrative agent, for an 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, 2025 | By: | /s/ Paul C. Honda | ||||
| Paul C. Honda | ||||||
| Vice President, Treasurer, Assistant Secretary and Compliance Officer | ||||||