UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): February 28, 2020

AMERICAN HONDA FINANCE CORPORATION

(Exact Name of Registrant as Specified in Its Charter)

(310) 972-2288

(Registrant’s Telephone Number, Including Area Code)

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Securities registered pursuant to Section 12(b) of the Act:

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company  ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐

Item 1.01. Entry into a Material Definitive Agreement.

On February 28, 2020, American Honda Finance Corporation (“AHFC”) entered into the following credit agreements:

The 364-Day Credit Agreement provides that AHFC may borrow up to $3,500,000,000 on a 364-day revolving basis, the Three-Year Credit Agreement provides that AHFC may borrow up to $2,100,000,000 on a three-year revolving basis, and the Five-Year Credit Agreement provides that AHFC may borrow up to $1,400,000,000 on a five-year revolving basis, each for general corporate purposes. Outstanding borrowings under the Credit Agreements bear interest, at AHFC’s option, based on the base rate for base rate loans or, subject to the implementation of a LIBOR successor rate in accordance with the terms of the applicable Credit Agreement, the specified LIBOR rate for Eurodollar loans, plus the applicable margin. The base rate under the Credit Agreements is the higher of (i) the federal funds rate plus 0.50%, (ii) the prime rate determined by the administrative agent, and (iii) the specified LIBOR rate or LIBOR successor rate, as applicable, for Eurodollar loans plus 1.00%. On the date of this filing, no amounts were drawn upon under the Credit Agreements.

The Credit Agreements contain customary conditions to borrowing and customary restrictive covenants, including limitations on liens and limitations on mergers and consolidations and asset sales. The Credit Agreements also require AHFC to maintain a positive consolidated tangible net worth. The Credit Agreements, in addition to other customary events of default, include cross-default provisions and provisions for default if Honda Motor Co., Ltd., an indirect parent of AHFC (“HMC”), does not maintain ownership, whether directly or indirectly, of at least 80% of the outstanding capital stock of AHFC. In addition, the Credit Agreements contain provisions for default related to certain circumstances regarding the Keep Well Agreement, dated as of September 9, 2005 (the “Keep Well Agreement”), between HMC and AHFC, including if HMC’s obligations under the Keep Well Agreement become invalid, voidable, or unenforceable. All of these conditions, covenants and events of default are subject to important limitations and exceptions under the Credit Agreements.

The Credit Agreements replace the Existing Credit Agreements (as defined below) on substantially similar terms other than, among other things, the following:

Certain of the lenders party to the Credit Agreements and/or their respective affiliates, have performed, and may in the future perform, commercial banking, investment banking, underwriting and other financial advisory services for AHFC and its affiliates, for which they have received, and will receive, customary fees and expenses.

The foregoing description of the Credit Agreements does not purport to be complete and is qualified in its entirety by reference to the complete text of each such Credit Agreement. Copies of the 364-Day Credit Agreement, the Three-Year Credit Agreement and the Five-Year Credit Agreement are included in this Current Report on Form 8-K as Exhibits 10.1, 10.2 and 10.3, respectively, and are incorporated herein by reference.

Item 1.02. Termination of a Material Definitive Agreement.

The Credit Agreements replace AHFC’s (i) $3,500,000,000 364 Day Credit Agreement, dated March 3, 2017 (as amended, the “Existing 364 Day Credit Agreement”), among AHFC, as the borrower, the lenders party thereto, The Bank of Tokyo-Mitsubishi UFJ, Ltd., as administrative agent and auction agent, JPMorgan Chase Bank, N.A., as syndication agent, Bank of America, N.A., Barclays Bank PLC, BNP Paribas and Citibank, N.A., as documentation agents, and The Bank of Tokyo-Mitsubishi UFJ, Ltd., JPMorgan Chase Bank, N.A., Barclays Bank PLC, BNP Paribas Securities Corp, Citigroup Global Markets Inc. and Merrill Lynch, Pierce, Fenner & Smith Incorporated, as joint lead arrangers and joint bookrunners, (ii) $2,100,000,000 Three Year Credit Agreement, dated March 3, 2017 (as amended, the “Existing Three Year Credit Agreement”), among AHFC, as the borrower, the lenders party thereto, The Bank of Tokyo-Mitsubishi UFJ, Ltd., as administrative agent and auction agent, JPMorgan Chase Bank, N.A., as syndication agent, Bank of America, N.A., Barclays Bank PLC, BNP Paribas and Citibank, N.A., as documentation agents, and The Bank of Tokyo-Mitsubishi UFJ, Ltd., JPMorgan Chase Bank, N.A., Barclays Bank PLC, BNP Paribas Securities Corp, Citigroup Global Markets Inc. and Merrill Lynch, Pierce, Fenner & Smith Incorporated, as joint lead arrangers and joint bookrunners, and (iii) $1,400,000,000 Five Year Credit Agreement, dated March 3, 2017 (as amended, the “Existing Five Year Credit Agreement” and, together with the Existing 364 Day Credit Agreement and the Existing Three Year Credit Agreement, the “Existing Credit Agreements”), among AHFC, as the borrower, the lenders party thereto, The Bank of Tokyo-Mitsubishi UFJ, Ltd., as administrative agent and auction agent, JPMorgan Chase Bank, N.A., as syndication agent, Bank of America, N.A., Barclays Bank PLC, BNP Paribas and Citibank, N.A., as documentation agents, and The Bank of Tokyo-Mitsubishi UFJ, Ltd., JPMorgan Chase Bank, N.A., Barclays Bank PLC, BNP Paribas Securities Corp, Citigroup Global Markets Inc. and Merrill Lynch, Pierce, Fenner & Smith Incorporated, as joint lead arrangers and joint bookrunners. The Existing 364 Day Credit Agreement, the Existing Three Year Credit Agreement and the Existing Five Year Credit Agreement were scheduled to terminate on February 28, 2020, March 3, 2021 and March 3, 2023, respectively.

No amounts were outstanding or repaid under the Existing Credit Agreements in connection with their termination or expiration, as applicable, on February 28, 2020. In addition, AHFC did not incur any termination penalties in connection with the early termination of the Existing Credit Agreements.

Certain of the lenders party to the Existing Credit Agreements and/or their respective affiliates have performed, and may in the future perform, commercial banking, investment banking, underwriting and other financial advisory services for AHFC and its affiliates, for which they have received, and will receive, customary fees and expenses.

Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information set forth above under Item 1.01 is hereby incorporated by reference in its entirety in this Item 2.03.

Item 9.01. Financial Statements and Exhibits.

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.