As filed with the Securities and Exchange Commission on November 1, 2021
Registration Statement No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
PACCAR Financial Corp.
(Exact name of registrant as specified in its charter)
Washington | 91-6029712 | |
(State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification No.) |
777 106th Avenue N.E., Bellevue, Washington 98004, (425) 468-7100
(Address, including zip code, and telephone number, including area code, of registrants principal executive offices)
Michael Walton
PACCAR Financial Corp.
777 106th Avenue N.E.
Bellevue, Washington 98004
(425) 468-7027
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copies to: | ||||
Andrew Bor Allison C. Handy Perkins Coie LLP 1201 Third Avenue, Ste. 4800 Seattle, Washington 98101 |
Robert Mandell Alexander Csordas Sidley Austin LLP 787 Seventh Avenue New York, New York 10019 |
Approximate date of commencement of proposed sale to the public: From time to time after the effective date of this registration statement as determined in light of market conditions and other factors.
If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. ☐
If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box. ☒
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If this Form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box. ☒
If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box. ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of large accelerated filer, accelerated filer, smaller reporting company and emerging growth company in Rule 12b-2 of the Exchange Act.
Large accelerated filer | ☐ | Accelerated filer | ☐ | |||
Non-accelerated filer | ☒ | Smaller reporting company | ☐ | |||
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 7(a)(2)(B) of the Securities Act ☐
CALCULATION OF REGISTRATION FEE
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Title of Each Class of Securities to be Registered |
Amount to be Registered* |
Proposed Maximum Offering Price Per Unit * |
Proposed Maximum Offering Price * |
Amount of Registration Fee* | ||||
Senior Debt Securities |
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* | An unspecified and indeterminate initial offering price and number or amount of the securities of the class specified is being registered as may from time to time be sold at indeterminate prices. In accordance with Rule 456(b) and Rule 457(r), the registrant is electing to pay all of the registration fee on a deferred basis. |
(To prospectus dated November 1, 2021)
PACCAR Financial Corp.
Medium-Term Notes, Series Q
TERMS OF SALE
The following terms may apply to the notes which PACCAR Financial Corp. may sell at one or more times. The final terms for each note will be included in a pricing supplement.
| Fixed or floating interest rate or indexed notes or zero-coupon or other original issue discount notes. The floating interest rate may be based on: |
| Commercial Paper Rate |
| Prime Rate |
| Federal Funds Rate |
| LIBOR |
| EURIBOR |
| Treasury Rate |
| CMT Rate |
| Any other rate specified by us in the pricing supplement |
| Any combination of rates specified in a pricing supplement |
| Senior unsecured debt securities of PACCAR Financial Corp. |
| Mature 9 months or more from date of issue |
| Certificated or book-entry form |
| Subject to redemption and repurchase at option of PACCAR Financial Corp. or the holder as specified in a pricing supplement |
| Not convertible or subject to a sinking fund |
| Interest paid on fixed rate notes semi-annually |
| Interest paid on floating rate notes daily, weekly, monthly, quarterly, semi-annually or annually |
| Minimum denominations of $1,000 and integral multiples of $1,000 |
| May be foreign currency denominated |
Investing in the notes involves risks that are described in the Risk Factors section beginning on page S-1 of this prospectus supplement and page 2 of the accompanying prospectus.
Unless otherwise indicated in the applicable pricing supplement, the notes will be offered at a public offering price of 100% and, depending upon the maturity of the notes, the agents discount or commission will equal between 0.100% and 0.450%, and proceeds before expenses to PACCAR Financial Corp. will equal between 99.900% and 99.550%, of the principal amount of the notes.
Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus supplement, the accompanying prospectus or any pricing supplement is truthful or complete. Any representation to the contrary is a criminal offense.
PACCAR Financial Corp. may sell the notes directly to or through one or more agents or dealers, including the agents listed below, for resale at varying or fixed offering prices. The agents are not required to sell any specific number or dollar amount of the notes but will use their reasonable efforts to sell the notes offered.
MUFG |
BofA Securities |
BNP PARIBAS J.P. Morgan Mizuho Securities RBC Capital Markets SMBC Nikko TD Securities US Bancorp Wells Fargo Securities |
Prospectus Supplement dated November 1, 2021.
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S-32 | ||||
Prospectus | ||||
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References in this prospectus supplement to PFC, we, us and our are to PACCAR Financial Corp.
You should rely only on the information contained or incorporated by reference in this prospectus supplement, the accompanying prospectus and any pricing supplement. We have not authorized any other person to provide you with different or additional information. If anyone provides you with different or additional information, you should not rely on it. We are not making an offer to sell these securities in any jurisdiction where the offer or sale is not permitted. You should assume that the information contained or incorporated by reference in this prospectus supplement, the accompanying prospectus and any pricing supplement is accurate only as of the date on the front cover of the applicable document.
The Securities and Exchange Commission allows us to incorporate by reference information into this document. This means that we can disclose important information to you by referring you to another document filed separately with the SEC. The information incorporated by reference is considered to be part of this prospectus supplement, and information that we file later with the SEC will automatically update and supersede the previously filed information. Please see Where You Can Find More Information and Incorporation of Information We File with the SEC in the accompanying prospectus for information on the documents incorporated by reference into this prospectus supplement.
S-i
Your investment in the notes involves certain risks. You should carefully consider and evaluate the following risk factors and the information included and incorporated by reference in this prospectus supplement and the accompanying prospectus, including the business and industry risk factors and the political, regulatory and economic risk factors incorporated by reference from our most recent Annual Report on Form 10-K, as updated by our subsequent Quarterly Reports on Form 10-Q and other filings we make with the Securities and Exchange Commission (the SEC). Our business, financial condition, liquidity and results of operations could be materially adversely affected by any of these risks. These risks are not intended as, and should not be construed as, an exhaustive list of relevant risk factors. There may be other risks that a prospective investor should consider that are relevant to the investors own particular circumstances or to investors generally. The notes are not an appropriate investment for you if you are unsophisticated with respect to the significant components and their relationships.
Structure Risks of Notes Indexed to Interest Rates, Currencies or Other Indices or Formulas
If you invest in notes indexed to one or more interest rates, currencies or other indices or formulas, there will be significant risks not associated with a conventional fixed rate or floating rate debt security. These risks include fluctuation of the indices or formulas that may cause you to receive a lower, or no, amount of principal, premium or interest and to receive these amounts at different times than you expected. We have no control over a number of matters, including economic, financial and political events, that are important in determining the existence, magnitude and longevity of these risks and their results. In addition, if an index or formula used to determine any amounts payable in respect of the notes contains a multiplier or leverage factor, the effect of any change in that index or formula will be magnified. In recent years, values of certain indices and formulas have been volatile and volatility in those and other indices and formulas may be expected in the future. However, past experience is not necessarily indicative of what may occur in the future.
Foreign Currency Risks
If you invest in notes that are denominated or provide for payments in a currency other than United States dollars, there will be significant risks that are not associated with a similar investment in a debt security denominated in United States dollars. These risks include the possibility of significant changes in the rate of exchange between the United States dollar and the specified currency and the possibility of the imposition or modification of foreign exchange controls by either the United States or foreign governments. We have no control over these risks, which depend on economic, financial and political events and the supply and demand for the relevant currencies. In addition, if the formula used to determine any amount payable with respect to foreign currency notes contains a multiplier or leverage factor, the effect of any change in the relevant currencies will be magnified. At times, rates of exchange between the United States dollar and certain foreign currencies have been highly volatile and such volatility may be expected to occur in the future. However, past experience in the fluctuation of exchange rates is not necessarily indicative of fluctuations in the rates that may occur during the term of any foreign currency note.
Governments may impose or revise exchange controls which could affect the availability of the specified currency at the maturity of a foreign currency note. Even if there are no exchange controls, it is possible that the specified currency for any particular foreign currency note would not be available on any interest payment date or at maturity due to other circumstances beyond our control. In that event, we will pay any amounts due under the note in United States dollars based on the most recently available exchange rate.
Redemption May Adversely Affect Your Return on the Notes
If your notes are redeemable at our option or are otherwise subject to mandatory redemption, we may, in the case of optional redemption, or must, in the case of mandatory redemption, choose to redeem your notes at times when prevailing interest rates may be relatively low. As a result, you generally will not be able to reinvest the redemption proceeds in a comparable security at an effective interest rate as high as that of the notes.
S-1
There May Not Be Any Trading Market for Your Notes; Many Factors Affect the Trading Value of Your Notes
We cannot assure you a trading market for your notes will ever develop or be maintained. Many factors independent of our creditworthiness may affect the trading market for your notes. These factors include:
| the complexity and volatility of the index or formula applicable to the notes, |
| the method of calculating the principal, premium and interest in respect of the notes, |
| the time remaining to the maturity of the notes, |
| the outstanding amount of the notes, |
| the redemption features of the notes, |
| the amount of other securities linked to the index or formula applicable to the notes, |
| the level, direction and volatility of market interest rates generally, and |
| the degree of credit market liquidity generally. |
In addition, because some notes were designed for specific investment objectives or strategies, these notes may have a more limited trading market and may experience more price volatility. There may be a limited number of buyers for these notes. This may affect the price you receive for these notes or your ability to sell these notes at all. You should not purchase notes unless you understand the investment risks and know you can bear them.
The Credit Rating May Not Reflect All Risks of an Investment in the Notes
The credit rating of the notes is an assessment of our ability to pay the notes. Consequently, real or anticipated changes in our credit ratings will generally affect the market value of your notes. Our credit ratings, however, may not reflect the potential impact of risks related to structure, market or other factors discussed above on the value of your notes.
Reform of LIBOR, EURIBOR and Other Benchmarks May Adversely Impact the Notes
The London Interbank Offered Rate (LIBOR), the Euro Interbank Offered Rate (EURIBOR), and other rates or indices which are deemed to be benchmarks are the subject of recent national, international, and other regulatory guidance and proposals for reform. Some of these reforms are already effective, while others are still to be implemented. These reforms may cause such benchmarks to perform differently than in the past, or to disappear entirely, or to have other consequences which cannot be predicted. Any such consequence could have a material adverse effect on any notes linked to such a benchmark, and could, among other things, reduce the payments on those notes.
Regulators and law enforcement agencies from a number of governments have been conducting investigations relating to the calculation of LIBOR across a range of maturities and currencies, and certain financial institutions that are member banks surveyed by the British Bankers Association (the BBA) in setting daily LIBOR have entered into agreements with the U.S. Department of Justice, the U.S. Commodity Futures Trading Commission and/or the Financial Services Authority in order to resolve the investigations. Since April 2013, the U.K. Financial Conduct Authority (FCA) has regulated LIBOR.
Actions by the BBA, regulators or law enforcement agencies may result in changes to the manner in which LIBOR is determined or the establishment of alternative reference rates. For example, on July 27, 2017, the FCA 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 of 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
S-2
rates or any other reforms to LIBOR that may be implemented in the United Kingdom, United States or elsewhere. Uncertainty as to the nature of such potential changes, alternative reference rates or other reforms and as to the continuation of LIBOR may adversely affect the trading market for the notes, the interest on which is determined by reference to LIBOR. Although the notes provide for alternative methods of calculating the interest rate payable on the notes if LIBOR is not reported, which include requesting certain rates from major reference banks, determining a market accepted alternative rate or using LIBOR for the immediately preceding interest period, any of these alternative methods may result in interest rates and/or payments that are higher than, lower than or that do not otherwise correlate over time with the interest rates and/or payments that would have been made on the notes if the LIBOR rate was available in its current form.
Further, uncertainty as to the extent and manner in which the FCA regulates LIBOR and as to future changes with respect to LIBOR may adversely affect the current trading market for LIBOR-based securities and the value of the notes.
S-3
The Medium-Term Notes, Series Q (the notes) will be issued as a single series of debt securities under an indenture, dated as of November 20, 2009, between PFC and The Bank of New York Mellon Trust Company, N.A., as trustee (the Indenture). The term senior debt securities, as used in this prospectus supplement, refers to all securities issued and issuable from time to time under the Indenture and includes the notes. The senior debt securities and the Indenture are more fully described in the accompanying prospectus. The following summary of the material provisions of the notes and of the Indenture is not complete and is qualified in its entirety by reference to the Indenture, a copy of which has been filed as an exhibit to the registration statement of which this prospectus supplement and the accompanying prospectus are a part.
Please refer to the discussion under United States Federal Income Taxation in the accompanying prospectus for a discussion of certain United States Federal income tax consequences of the purchase, ownership and disposition of senior debt securities, including the notes. In addition, please refer to the applicable pricing supplement which may contain additional discussions of certain United States Federal income tax consequences of the purchase, ownership and disposition of the notes.
The following description of notes will apply unless otherwise specified in an applicable pricing supplement.
Terms of the Notes
All senior debt securities, including the notes, issued and to be issued under the Indenture will be unsecured general obligations of PFC and will rank equally with all other unsecured and unsubordinated indebtedness of PFC from time to time outstanding. As of September 30, 2021, we had approximately $6.40 billion of senior indebtedness issued and outstanding. The notes will rank junior to secured indebtedness to the extent of related collateral. We currently do not have any secured indebtedness outstanding.
The Indenture does not limit the aggregate principal amount of senior debt securities or the amount of notes which PFC may issue. PFC may issue an unlimited amount of notes, as authorized by our Board of Directors from time to time. PFC may, from time to time, without the consent of the holders of the notes, provide for the issuance of other senior debt securities under the Indenture in addition to the notes offered by this prospectus supplement.
The notes will be offered on a continuing basis and will mature on a day nine months or more from the date of issue, as selected by the purchaser and agreed to by PFC. Interest-bearing notes will bear interest at either fixed or floating rates as specified in the applicable pricing supplement. Notes may be issued at significant discounts from their principal amount payable at stated maturity, or on any date before the stated maturity date on which the principal or an installment of principal of a note becomes due and payable, whether by the declaration of acceleration, call for redemption at the option of PFC, repayment at the option of the holder or otherwise (the stated maturity date or such prior date, as the case may be, is referred to as, a Maturity). Some notes may not bear interest.
Unless otherwise indicated in a note and in the applicable pricing supplement, the notes will be denominated in, and payments of principal, premium, if any, and/or interest on such notes will be made in, United States dollars. PFC may also issue notes (foreign currency notes) that are denominated in, and payments of principal, premium, if any, and/or interest on such notes will be made in, a currency other than United States dollars (a specified currency). The terms of and any considerations relating to any foreign currency notes will be described in the applicable notes and in the applicable pricing supplement. See Special Provisions Relating to Foreign Currency Notes.
The terms of the notes provide that PFC may at any time, including more than one year prior to the stated maturity of the notes, be discharged from its obligations on the notes by providing for payment when due of the principal of, and interest on, the notes and by satisfying certain other conditions, all as described under Description of SecuritiesProvisions of the IndentureSatisfaction and Discharge in the accompanying prospectus.
S-4
Until the notes are paid or payment of the notes is provided for, PFC will, at all times maintain a paying agent in The City of New York capable of performing the duties described in this prospectus supplement to be performed by the paying agent. PFC initially has appointed The Bank of New York Mellon as paying agent, acting through its corporate trust office at 240 Greenwich Street, 7th Floor, New York, New York 10286. The notes may be presented for registration of transfer or exchange at the corporate trust office of the paying agent, provided that notes in book-entry form will be exchangeable only in the manner and to the extent set forth under Description of SecuritiesGlobal Securities in the accompanying prospectus. PFC will notify the holders of the notes in accordance with the Indenture of any change in the paying agent or its address. There will be no service charge for any registration of transfer or exchange of notes, but PFC may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection with any transfer or exchange, other than exchanges pursuant to the Indenture not involving any transfer.
Interest rates, interest rate formulae and other variable terms of the notes are subject to change by PFC from time to time, but no change will affect any note already issued or as to which PFC has accepted an offer to purchase.
Each note will be issued in fully registered book-entry form or certificated form, in denominations of $1,000 and integral multiples of $1,000. The authorized denominations of foreign currency notes will be indicated in the applicable pricing supplement. Notes (including notes denominated in British pounds sterling) in respect of which the issue proceeds are to be accepted in the United Kingdom and which have a maturity of less than one year shall have a minimum denomination and redemption value of £100,000 (or if the notes are denominated in a currency other than British pounds sterling, as specified in the applicable pricing supplement, at least the equivalent thereof in such currency using the spot rate as of the date of issue).
PFC will make payments of principal, and premium and interest, if any, on notes in book-entry form through the paying agent to the depository or its nominee. See Description of SecuritiesGlobal Securities in the accompanying prospectus. Unless otherwise specified in the applicable pricing supplement, a beneficial owner of notes in book-entry form that are denominated in a specified currency electing to receive payments of principal or any premium or interest in that specified currency must notify the participant of the depository through which its interest is held on or before the applicable regular record date, in the case of a payment of interest, and on or before the sixteenth day, whether or not a Business Day, as defined below, before its stated maturity date, in the case of principal or premium, of the beneficial owners election to receive all or a portion of any payment in a specified currency. The participant must notify the depositary of any election on or before the third Business Day after the regular record date. The depositary will notify the paying agent of the election on or before the fifth Business Day after the regular record date. If complete instructions are received by the participant and forwarded to the depositary, and forwarded by the depositary to the paying agent, on or before the relevant dates, the beneficial owner of the notes in book-entry form will receive payments in the specified currency. For special payment terms applicable to foreign currency notes, see Special Provisions Relating to Foreign Currency Notes in this prospectus supplement.
In the case of notes in certificated form, PFC will make United States dollar payments of interest, other than interest payable at Maturity, by check mailed to the address of the person entitled to such interest payment as shown on the note register. Notwithstanding the immediately preceding sentence, a holder of $1,000,000, or the equivalent amount in a specified currency, or more in aggregate principal amount of notes in certificated form, whether having identical or different terms and provisions, will be entitled to receive interest payments, if any, other than interest payable at Maturity, by wire transfer of immediately available funds if appropriate wire transfer instructions have been received in writing by the paying agent not less than fifteen days before the applicable interest payment date. Any wire transfer instructions received by the paying agent shall remain in effect until revoked by the holder. United States dollar payments of principal and interest at Maturity will be made in immediately available funds against presentation and surrender of the note at the office or agency of the paying agent designated for such purpose, provided the note is presented in time for the paying agent to make the payment in such funds in accordance with its normal procedures.
Each note will be denominated in the currency that is specified on the face of the applicable note and in the applicable pricing supplement. Purchasers will be required to pay for foreign currency notes in the specified currency. If requested on or before the fifth Business Day, as defined below, preceding the date of delivery of the notes, or by such other day as determined by the agent who presented the offer to purchase notes to PFC, such agent may be prepared to arrange for the conversion of United States dollars into the specified currency to enable the purchasers to pay for the notes. If agreed to by the agent, each conversion will be made by the agent on terms and subject to conditions, limitations and charges as the agent may from time to time establish in accordance with its regular foreign exchange practices. All costs of exchange will be borne by the purchasers of the applicable foreign currency notes.
S-5
Business Day means any day, other than a Saturday or Sunday, that is neither a legal holiday nor a day on which commercial banks are authorized or required by law, regulation or executive order to close in The City of New York; provided, however, that, with respect to foreign currency notes, the day is also not a day on which commercial banks are authorized or required by law, regulation or executive order to close in the Principal Financial Center, as defined below, of the country issuing the specified currency or, if the specified currency is Euro, the day is also a TARGET business day. A TARGET business day is any day on which the Trans-European Automated Real-time Gross Settlement Express Transfer (TARGET) System or any successor thereto, is open; provided, further, that, with respect to notes as to which LIBOR is an applicable Interest Rate Basis, the day is also a London Banking Day. London Banking Day means a day on which commercial banks are open for business, including dealings in the Designated LIBOR Currency, as defined below, in London.
Principal Financial Center means, unless otherwise specified in the applicable pricing supplement,
(1) | the capital city of the country issuing the specified currency, except that with respect to United States dollars, Australian dollars, Canadian dollars, South African rand and Swiss francs, the Principal Financial Center will be The City of New York, Sydney, Toronto, Johannesburg and Zurich, respectively, or |
(2) | the capital city of the country to which the Designated LIBOR Currency relates, except that with respect to United States dollars, Australian dollars, Canadian dollars, Euros, South African rand and Swiss francs, the Principal Financial Center will be The City of New York, Sydney, Toronto, London (solely in the case of the Designated LIBOR Currency), Johannesburg and Zurich, respectively. |
Transaction Amount
Interest rates offered by PFC with respect to the notes may differ depending upon, among other things, the aggregate principal amount of notes purchased in any transaction. PFC may offer notes with similar variable terms but different interest rates concurrently at any time. PFC may also concurrently offer notes having different variable terms to different investors.
Redemption at the Option of PFC
The notes will not be subject to any sinking fund. PFC may redeem the notes at its option before their stated maturity only if an initial redemption date is specified in the applicable notes and in the applicable pricing supplement. If so indicated in the applicable notes and the applicable pricing supplement, PFC may redeem the notes at its option on any date on and after the applicable initial redemption date specified in the applicable notes and the applicable pricing supplement. On and after the initial redemption date, if any, PFC may redeem the related note at any time in whole or from time to time in part at its option at the applicable redemption price referred to below together with interest on the principal of the applicable note payable to the redemption date, on written notice given, unless otherwise specified in the applicable pricing supplement, not more than 60 nor less than 30 days before the redemption date. PFC will redeem the notes in increments of $1,000 or any other integral multiple of the authorized denomination of the applicable note, provided that any remaining principal amount will be at least $1,000 or the minimum authorized denomination of the note. Unless otherwise specified in the applicable pricing supplement, the redemption price with respect to a note will initially mean a percentage, the initial redemption percentage, of the principal amount of the note specified in the applicable note and the applicable pricing supplement which shall decline at each anniversary of the initial redemption date by the percentage of the principal amount of the note to be redeemed specified in the applicable note and the applicable pricing supplement until the redemption price is 100% of the principal amount.
S-6
Repayment at the Option of the Holder
If so indicated in the applicable notes and the applicable pricing supplement, PFC will repay the notes in whole or in part at the option of the holders of the notes on any optional repayment date specified in the applicable notes and the applicable pricing supplement. If no optional repayment date is indicated with respect to a note, it will not be repayable at the option of the holder before its stated maturity. Any repayment in part will be in an amount equal to $1,000 or any other integral multiple of the authorized denomination of the applicable note, provided that any remaining principal amount will be at least $1,000 or the minimum authorized denomination of the note. The repurchase price for any note so repurchased will be 100% of the principal amount to be repaid, together with interest on the principal of the applicable note payable to the date of repayment. For any note to be repaid, the paying agent must receive, at its corporate trust office located at 240 Greenwich Street, 7th Floor, New York, New York 10286, not more than 60 nor less than 30 days before the optional repayment date:
| in the case of a note in certificated form, the note and the form entitled Option to Elect Repayment duly completed, or |
| in the case of a note in book-entry form, instructions to that effect from the applicable beneficial owner of the notes to the depository and forwarded by the depository. |
Notices of elections to exercise the repayment option with respect to notes in book-entry form must be received by the paying agent by 5:00 p.m., New York City time, on the last day for giving such notice.
Only the depository may exercise the repayment option in respect of global securities representing notes in book-entry form. Accordingly, beneficial owners of global securities that desire to have all or any portion of the notes in book-entry form represented by global securities repaid must instruct the participant through which they own their interest to direct the depository to exercise the repayment option on their behalf by forwarding the repayment instructions to the paying agent as discussed above. In order to ensure that the instructions are received by the paying agent on a particular day, the applicable beneficial owner must so instruct the participant through which it owns its interest before that participants deadline for accepting instructions for that day. Different firms may have different deadlines for accepting instructions from their customers. Accordingly, beneficial owners of notes in book-entry form should consult the participants through which they own their interest for the respective deadlines. All instructions given to participants from beneficial owners of notes in book-entry form relating to the option to elect repayment will be irrevocable. In addition, at the time instructions are given, each beneficial owner will cause the participant through which it owns its interest to transfer its interest in the global security or securities representing the related notes in book-entry form, on the depositorys records, to the paying agent.
Exercise of the repayment option by the holder of a note will be irrevocable.
If applicable, PFC will comply with the requirements of Section 14(e) of the Securities Exchange Act of 1934, as amended (the Exchange Act), and the rules promulgated thereunder and any other securities laws or regulations in connection with any repayment at the option of the holder.
PFC may at any time purchase notes at any price or prices in the open market or otherwise. Notes so purchased by PFC may, at the discretion of PFC, be held, resold or surrendered to the paying agent for cancellation.
Interest
Each note will bear interest from the date of issue at the rate per annum, in the case of a fixed rate note or, in the case of a floating rate note, pursuant to the interest rate formula, in each case as stated in the applicable note and the applicable pricing supplement until the principal of the note is paid or made available for payment. Interest will be payable in arrears on each interest payment date specified in the applicable note and the applicable pricing supplement on which an installment of interest is due and payable and at Maturity. Unless otherwise specified in the applicable pricing supplement, interest payable on an interest payment date will be payable to the person in whose name the applicable note is registered at the close of business on (a) March 1 or September 1, whether or not a Business Day, next preceding the interest payment date in the case of a fixed rate note, or (b) the fifteenth calendar day, whether or not a Business Day, next preceding the interest payment date in the case of a floating rate note (in each case, the record date); provided, however, that interest payable at Maturity will be payable to the person to whom principal shall be payable. The first payment of interest on any note originally issued between a record date and the related interest payment date will be made on the interest payment date immediately following the next succeeding record date to the registered holder on the next succeeding record date.
S-7
Fixed Rate Notes
Each fixed rate note will bear interest from, and including, the date of issue, at the rate per annum specified in the applicable note and the applicable pricing supplement until the principal amount of the note is paid or made available for payment. Interest payments on fixed rate notes will equal the amount of interest accrued from and including the immediately preceding interest payment date in respect of which interest has been paid or duly provided for (or from and including the date of issue, if no interest has been paid or duly provided for with respect to the applicable fixed rate notes) to, but excluding, the related interest payment date or Maturity, as the case may be. Unless otherwise specified in the applicable pricing supplement, interest on fixed rate notes will be computed on the basis of a 360-day year of twelve 30-day months.
Unless otherwise specified in the applicable pricing supplement, interest on fixed rate notes will be payable semiannually on March 15 and September 15 of each year and at Maturity. If any interest payment date or the Maturity of a fixed rate note falls on a day that is not a Business Day, the related payment of principal, premium, if any, or interest will be made on the next succeeding Business Day as if made on the date the applicable payment was due, and no interest will accrue on the amount payable for the period from and after the interest payment date or the Maturity, as the case may be.
Floating Rate Notes
Interest on floating rate notes will be determined by reference to the applicable Interest Rate Basis or Interest Rate Bases, which may be one or more of:
| the CMT Rate, |
| the Commercial Paper Rate, |
| the Federal Funds Rate, |
| LIBOR, |
| EURIBOR, |
| the Prime Rate, |
| the Treasury Rate, or |
| any other Interest Rate Basis or interest rate formula that is specified in the applicable pricing supplement. |
A floating rate note may bear interest with respect to two or more Interest Rate Bases.
Terms. Each applicable pricing supplement will specify certain terms of the floating rate note being delivered, including:
| whether the floating rate note is |
| a Regular Floating Rate Note, |
| an Inverse Floating Rate Note or |
| a Floating Rate/Fixed Rate Note, |
| the Interest Rate Basis or Bases, |
| the Initial Interest Rate, |
| the Interest Reset Dates, |
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| the interest payment dates, |
| the period to maturity of the instrument or obligation with respect to which the Interest Rate Basis or Bases will be calculated (the Index Maturity), |
| the Maximum Interest Rate and Minimum Interest Rate, if any, |
| the number of basis points to be added to or subtracted from the related Interest Rate Basis or Bases (the Spread), |
| the percentage of the related Interest Rate Basis or Bases by which the Interest Rate Basis or Bases will be multiplied to determine the applicable interest rate (the Spread Multiplier), |
| if one or more of the specified Interest Rate Bases is LIBOR, the Designated LIBOR Currency, the Index Maturity and the Designated LIBOR Page, and |
| if one or more of the specified Interest Rate Bases is the CMT Rate, the applicable CMT Reuters page, the weekly average or the monthly average and the Index Maturity. |
The interest rate borne by the floating rate notes will be determined as follows:
Regular Floating Rate Notes. Unless a floating rate note is designated as a Floating Rate/Fixed Rate Note, an Inverse Floating Rate Note or as having an Addendum attached or as having Other Provisions apply relating to a different interest rate formula, it will be a Regular Floating Rate Note and will bear interest at the rate determined by reference to the applicable Interest Rate Basis or Bases:
| plus or minus the applicable Spread, if any, and/or |
| multiplied by the applicable Spread Multiplier, if any. |
Commencing on the first Interest Reset Date, the rate at which interest on the Regular Floating Rate Note will be payable will be reset as of each Interest Reset Date; provided, however, that the interest rate in effect for the period from the date of issue to the first Interest Reset Date will be the Initial Interest Rate.
Floating Rate/Fixed Rate Notes. If a floating rate note is designated as a Floating Rate/Fixed Rate Note, it will bear interest at the rate determined by reference to the applicable Interest Rate Basis or Bases:
| plus or minus the applicable Spread, if any, and/or |
| multiplied by the applicable Spread Multiplier, if any. |
Commencing on the first Interest Reset Date, the rate at which interest on the applicable Floating Rate/Fixed Rate Note will be payable will be reset as of each Interest Reset Date; provided, however, that:
| the interest rate in effect for the period from the date of issue to the first Interest Reset Date will be the Initial Interest Rate, and |
| the interest rate in effect commencing on, and including, the date on which interest begins to accrue on a fixed rate basis to Maturity will be the Fixed Interest Rate, if the rate is specified in the applicable pricing supplement, or if no Fixed Interest Rate is specified, the interest rate in effect on the Floating Rate/Fixed Rate Note on the day immediately preceding the date on which interest begins to accrue on a fixed rate basis. |
Inverse Floating Rate Notes. If a floating rate note is designated as an Inverse Floating Rate Note, except as described below, it will bear interest equal to the Fixed Interest Rate specified in the note and the related pricing supplement minus the rate determined by reference to the applicable Interest Rate Basis or Bases:
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| plus or minus the applicable Spread, if any, and/or |
| multiplied by the applicable Spread Multiplier, if any; |
provided, however, the interest rate on the applicable Inverse Floating Rate Note will not be less than zero percent. Commencing on the first Interest Reset Date, the rate at which interest on the applicable Inverse Floating Rate Note is payable will be reset as of each Interest Reset Date; provided, however, that the interest rate in effect for the period from the date of issue to the first Interest Reset Date will be the Initial Interest Rate.
Each Interest Rate Basis shall be the rate determined in accordance with the applicable provisions below. Except as set forth above, the interest rate in effect on each day will be based on:
| if the day is an Interest Reset Date, the interest rate determined as of the Interest Determination Date, as defined below, immediately preceding the applicable Interest Reset Date, or |
| if the day is not an Interest Reset Date, the interest rate determined as of the Interest Determination Date immediately preceding the applicable Interest Reset Date. |
Interest Reset Dates. The applicable floating rate note and the applicable pricing supplement will specify the dates on which the interest rate on the related floating rate note will be reset (each, an Interest Reset Date). Unless otherwise specified in the applicable pricing supplement, the Interest Reset Date will be, in the case of floating rate notes which reset:
| dailyeach Business Day; |
| weeklythe Wednesday of each week, with the exception of weekly reset floating rate notes as to which the Treasury Rate is an applicable Interest Rate Basis, which will reset the Tuesday of each week, except as described below; |
| monthlythe third Wednesday of each month; |
| quarterlythe third Wednesday of March, June, September and December of each year; |
| semiannuallythe third Wednesday of the two months specified in the applicable pricing supplement; or |
| annuallythe third Wednesday of the month specified in the applicable pricing supplement; |
provided, however, that with respect to Floating Rate/Fixed Rate Notes, the rate of interest will not reset after the applicable date on which interest on a fixed rate basis begins to accrue.
If any Interest Reset Date for any floating rate note would otherwise be a day that is not a Business Day, the applicable Interest Reset Date will be postponed to the next succeeding day that is a Business Day. However, in the case of a floating rate note as to which LIBOR or EURIBOR is an applicable Interest Rate Basis, if the next succeeding Business Day falls in the next succeeding calendar month, then the Interest Reset Date will be the immediately preceding Business Day. In addition, in the case of a floating rate note for which the Treasury Rate is an applicable Interest Rate Basis, if the Interest Determination Date would otherwise fall on an Interest Reset Date, then the applicable Interest Reset Date will be postponed to the next succeeding Business Day.
Maximum and Minimum Interest Rates. A floating rate note may also have either or both of the following:
| a maximum numerical limitation, or ceiling, on the rate at which interest may accrue during any interest period (a Maximum Interest Rate), and |
| a minimum numerical limitation, or floor, on the rate at which interest may accrue during any period (a Minimum Interest Rate). |
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The Indenture and any senior debt securities issued under the Indenture, including the notes, are and will be governed by and construed in accordance with the laws of the State of New York. Under present New York law, the maximum rate of interest, with certain exceptions, is 25% per annum on a simple interest basis. This limit may not apply to securities in which $2,500,000 or more has been invested. While PFC believes that New York law would be given effect by a state or federal court sitting outside of New York, state laws frequently regulate the amount of interest that may be charged to and paid by a borrower, including, in some cases, corporate borrowers. It is suggested that prospective investors consult their personal advisors with respect to the applicability of these laws.
Interest Payments. Each applicable pricing supplement will specify the dates on which interest will be payable. Each floating rate note will bear interest from the date of issue at the rates specified in the applicable note and the applicable pricing supplement until the principal of the note is paid or otherwise made available for payment. Except as provided below, the interest payment dates with respect to floating rate notes will be, in the case of floating rate notes which reset:
| daily, weekly or monthlythe third Wednesday of each month or on the third Wednesday of March, June, September and December of each year, unless otherwise specified in the applicable note and the applicable pricing supplement; |
| quarterlythe third Wednesday of March, June, September and December of each year, unless otherwise specified in the applicable note and the applicable pricing supplement; |
| semiannuallythe third Wednesday of each of the two months of each year specified in the applicable note and the applicable pricing supplement, unless otherwise specified in the applicable note and the applicable pricing supplement; |
| annuallythe third Wednesday of the month of each year specified in the applicable note and the applicable pricing supplement, unless otherwise specified in the applicable note and the applicable pricing supplement; and |
| at Maturity. |
If any interest payment date for any floating rate note, other than an interest payment date on the Maturity, would otherwise be a day that is not a Business Day, the interest payment date will be postponed to the next succeeding Business Day and interest thereon will continue to accrue. However, in the case of a floating rate note as to which LIBOR or EURIBOR is an applicable Interest Rate Basis, if the next succeeding Business Day falls in the next succeeding calendar month, the applicable interest payment date will be the immediately preceding Business Day. If the Maturity of a floating rate note falls on a day that is not a Business Day, the payment of principal, premium, if any, and interest will be made on the next succeeding Business Day, and no interest on such payment will accrue for the period from and after the Maturity.
All percentages resulting from any calculation on floating rate notes will be rounded to the nearest one hundred-thousandth of a percentage point, with five one-millionths of a percentage point rounded upwards. For example, 9.876545%, or 0.09876545, would be rounded to 9.87655%, or 0.0987655. All dollar amounts used in or resulting from any calculation on floating rate notes will be rounded to the nearest cent with one-half cent being rounded upward.
Interest payments on floating rate notes will equal the amount of interest accrued from and including the immediately preceding interest payment date in respect of which interest has been paid or from and including the date of issue, if no interest has been paid with respect to the applicable floating rate note, to, but excluding, the related interest payment date or Maturity, as the case may be.
With respect to each floating rate note, accrued interest is calculated by multiplying its principal amount by an accrued interest factor. The accrued interest factor is computed by adding the interest factor calculated for each day in the period for which accrued interest is being calculated.
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| In the case of notes for which the Commercial Paper Rate, the Federal Funds Rate, LIBOR, EURIBOR or the Prime Rate is an applicable Interest Rate Basis, the interest factor for each day will be computed by dividing the interest rate applicable to each day by 360. |
| In the case of notes for which the CMT Rate or the Treasury Rate is an applicable Interest Rate Basis, the interest factor for each day will be computed by dividing the interest rate applicable to each day by the actual number of days in the year. |
| The interest factor for notes for which the interest rate is calculated with reference to two or more Interest Rate Bases will be calculated in each period in the same manner as if only one of the applicable Interest Rate Bases applied. |
Interest Determination Dates. The interest rate applicable to each interest reset period commencing on the Interest Reset Date with respect to that interest reset period will be the rate determined as of the applicable Interest Determination Date.
| The Interest Determination Date with respect to notes for which the CMT Rate or the Commercial Paper Rate is an applicable Interest Rate Basis will be the second Business Day preceding each Interest Reset Date. |
| The Interest Determination Date with respect to notes for which the Federal Funds Rate is an applicable Interest Rate Basis will be the Interest Reset Date. |
| The Interest Determination Date with respect to notes for which the Prime Rate is an applicable Interest Rate Basis will be the first Business Day preceding each Interest Reset Date. |
| The Interest Determination Date with respect to notes for which LIBOR is an applicable Interest Rate Basis will be the second London Banking Day preceding each Interest Reset Date, unless the Designated LIBOR Currency is the British pounds sterling, in which case the Interest Determination Date will be the applicable Interest Reset Date. |
| The Interest Determination Date with respect to EURIBOR will be the second TARGET business day preceding the related Interest Reset Date. |
| The Interest Determination Date with respect to notes for which the Treasury Rate is an applicable Interest Rate Basis will be the day in the week in which the related Interest Reset Date falls on which day Treasury Bills having the Index Maturity specified in the applicable pricing supplement are normally auctioned. Treasury Bills are normally sold at auction on Monday of each week, unless that day is a legal holiday, in which case the auction is normally held on the following Tuesday, except that the auction may be held on the preceding Friday; provided, however, that if an auction is held on the Friday of the week preceding the related Interest Reset Date, the related Interest Determination Date will be the preceding Friday; and provided, further, that if an auction falls on any Interest Reset Date, then the related Interest Reset Date will instead be the first Business Day following the auction. |
| The Interest Determination Date pertaining to a note the interest rate of which is determined with reference to two or more Interest Rate Bases will be the latest Business Day which is at least two Business Days before the applicable Interest Reset Date for the applicable note on which each Interest Reset Basis is determinable. Each Interest Rate Basis will be determined on the Interest Determination Date, and the applicable interest rate will take effect on the related Interest Reset Date. |
Calculation Date. The Bank of New York Mellon will be the initial calculation agent with respect to the floating rate notes. The calculation agent will notify PFC and the paying agent of each determination of the interest rate applicable to any floating rate note promptly after the determination is made. The paying agent will, upon the request of the holder of any floating rate note, provide the interest rate then in effect and, if determined and notified to the paying agent, the interest rate which will become effective as a result of a determination made with respect to the most recent Interest Determination Date with respect to that note. The paying agent will not be responsible for determining the interest rate applicable to any floating rate note. The calculation date, if applicable, pertaining to any Interest Determination Date will be the earlier of:
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| the tenth calendar day after the applicable Interest Determination Date, or, if the tenth calendar day is not a Business Day, the next succeeding Business Day or |
| the Business Day preceding the applicable interest payment date or Maturity, as the case may be. |
CMT Rate. CMT Rate Notes will bear interest at the rates, calculated with reference to the CMT Rate and the Spread and/or Spread Multiplier, if any, specified in the applicable CMT Rate Notes and in any applicable pricing supplement.
CMT Rate means:
(1) | if Reuters Page FRBCMT (as defined below) is specified in the applicable CMT Rate Note and in the applicable pricing supplement: |
(a) | the CMT Rate on the Interest Determination Date shall be a percentage equal to the yield for United States Treasury securities at constant maturity having the Index Maturity specified in the applicable CMT Rate Note and the applicable pricing supplement as published in the H.15 Daily Update opposite the caption Treasury constant maturities, as such yield is displayed on Reuters page FRBCMT (Reuters Page FRBCMT) or, if not so displayed, as displayed on the Bloomberg L.P. (Bloomberg) service (or any successor service) on page NDX7 (or any other page as may replace the specified page on that service) (Bloomberg Page NDX7), for the applicable Interest Determination Date, or |
(b) | if the rate referred to in clause (1)(a) does not appear on Reuters Page FRBCMT or Bloomberg Page NDX7, as the case may be, the percentage equal to the yield for United States Treasury securities at constant maturity having the Index Maturity specified in the applicable CMT Rate Note and the applicable pricing supplement and for the applicable Interest Determination Date as published in the H.15 Daily Update opposite the caption Treasury constant maturities, or |
(c) | if the rate referred to in clause (1)(b) does not appear in the H.15 Daily Update, the rate on the applicable Interest Determination Date for the period of the Index Maturity specified in the applicable CMT Rate Note and the applicable pricing supplement as may then be published by either the Board of Governors of the Federal Reserve System or the United States Department of the Treasury that PFC determines to be comparable to the rate which would otherwise have been published in the H.15 Daily Update, or |
(d) | if the rate referred to in clause (1)(c) is not published, the rate on the applicable Interest Determination Date calculated by the calculation agent as a yield-to-maturity based on the arithmetic mean of the secondary market bid prices at approximately 3:30 P.M., New York City time, on the applicable Interest Determination Date of three leading primary United States government securities dealers in The City of New York (which may include the agents or their affiliates) (each, a Reference Dealer) selected by PFC (from five such Reference Dealers so selected by PFC and eliminating the highest quotation (or, in the event of equality, one of the highest) and the lowest quotation (or, in the event of equality, one of the lowest)) for United States Treasury securities with an original maturity equal to the Index Maturity specified in the applicable CMT Rate Note and the applicable pricing supplement, a remaining term to maturity no more than one year shorter than the Index Maturity specified in the applicable CMT Rate Note and the applicable pricing supplement and in a principal amount that is representative for a single transaction in the securities in the market at that time, or |
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(e) | if fewer than five but more than two of the prices referred to in clause (1)(d) are provided as requested, the rate on the applicable Interest Determination Date calculated by the calculation agent based on the arithmetic mean of the bid prices obtained and neither the highest nor the lowest of the quotations shall be eliminated, or |
(f) | if fewer than three of the prices referred to in clause (1)(d) are provided as requested, the rate on the applicable Interest Determination Date calculated by the calculation agent as a yield-to-maturity based on the arithmetic mean of the secondary market bid prices as of approximately 3:30 P.M., New York City time, on the applicable Interest Determination Date of three Reference Dealers selected by PFC (from five such Reference Dealers so selected by PFC and eliminating the highest quotation (or, in the event of equality, one of the highest) and the lowest quotation (or, in the event of equality, one of the lowest)) for United States Treasury securities with an original maturity greater than the Index Maturity specified in the applicable CMT Rate Note and the applicable pricing supplement, a remaining term to maturity closest to the Index Maturity specified in the applicable CMT Rate Note and the applicable pricing supplement and in a principal amount that is representative for a single transaction in the securities in the market at that time, or |
(g) | if fewer than five but more than two of the prices referred to in clause (1)(f) are provided as requested, the rate on the applicable Interest Determination Date calculated by the calculation agent based on the arithmetic mean of the bid prices obtained and neither the highest nor the lowest of the quotations will be eliminated, or |
(h) | if fewer than three prices referred to in clause (1)(f) are provided as requested, the CMT Rate in effect on the applicable Interest Determination Date. |
For purposes of the foregoing, if two United States Treasury securities with an original maturity longer than the Index Maturity specified in the applicable pricing supplement have remaining terms to maturity equally close to such Index Maturity specified in the applicable pricing supplement, the quotes for the United States Treasury security with the shorter original term to maturity will be used.
(2) | if Reuters Page FEDCMT is specified in the applicable CMT Rate Note and the applicable pricing supplement: |
(a) | the CMT Rate on the Interest Determination Date shall be a percentage equal to the one-week or one-month, as specified in the applicable CMT Rate Note and the applicable pricing supplement, average yield for United States Treasury securities at constant maturity having the Index Maturity specified in the applicable CMT Rate Note and the applicable pricing supplement as published in the H.15 Daily Update opposite the caption Treasury constant maturities, as such yield is displayed on Reuters page FEDCMT (Reuters Page FEDCMT) or, if not so displayed on Reuters Page FEDCMT, as displayed on the Bloomberg service (or any successor service) on Bloomberg Page NDX7, for the week or month, as applicable, ended immediately preceding the week or month, as applicable, in which the related Interest Determination Date falls, or |
(b) | if the rate referred to in clause (2)(a) does not appear on Reuters Page FEDCMT or Bloomberg Page NDX7, as the case may be, the percentage equal to the one-week or one-month, as specified in the applicable CMT Rate Note and the applicable pricing supplement, average yield for United States Treasury securities at constant maturity having the Index Maturity specified in the applicable CMT Rate Note and the applicable pricing supplement and for the week or month, as applicable, preceding the applicable Interest Determination Date as published in the H.15 Daily Update opposite the caption Treasury constant maturities, or |
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(c) | if the rate referred to in clause (2)(b) does not appear in the H.15 Daily Update, the rate on the applicable Interest Determination Date shall be the one-week or one-month, as specified, average yield for United States Treasury securities at constant maturity having the Index Maturity specified in the applicable CMT Rate Note and the applicable pricing supplement as otherwise announced by the Federal Reserve Bank of New York for the week or month, as applicable, ended immediately preceding the week or month, as applicable, in which the related Interest Determination Date falls, or |
(d) | if the rate referred to in clause 2(c) is not published, the rate on the applicable Interest Determination Date calculated by the calculation agent as a yield to maturity based on the arithmetic mean of the secondary market bid prices at approximately 3:30 P.M., New York City time, on the applicable Interest Determination Date of three Reference Dealers selected by PFC (from five such Reference Dealers so selected by PFC and eliminating the highest quotation (or, in the event of equality, one of the highest) and the lowest quotation (or, in the event of equality, one of the lowest)) for United States Treasury securities with an original maturity equal to the Index Maturity specified in the applicable CMT Rate Note and the applicable pricing supplement, a remaining term to maturity of no more than one year shorter than the Index Maturity specified in the applicable CMT Rate Note and the applicable pricing supplement and in a principal amount that is representative for a single transaction in the securities in the market at that time, or |
(e) | if fewer than five but more than two of the prices referred to in clause (2)(d) are provided as requested, the rate on the applicable Interest Determination Date calculated by the calculation agent based on the arithmetic mean of the bid prices obtained and neither the highest nor the lowest of the quotations shall be eliminated, or |
(f) | if fewer than three prices referred to in clause (2)(d) are provided as requested, the rate on the applicable Interest Determination Date calculated by the calculation agent as a yield-to-maturity based on the arithmetic mean of the secondary market bid prices as of approximately 3:30 P.M., New York City time, on the applicable Interest Determination Date of three Reference Dealers selected by PFC (from five such Reference Dealers so selected by PFC and eliminating the highest quotation (or, in the event of equality, one of the highest) and the lowest quotation (or, in the event of equality, one of the lowest)) for United States Treasury securities with an original maturity greater than the Index Maturity specified in the applicable CMT Rate Note and the applicable pricing supplement, a remaining term to maturity closest to the Index Maturity specified in the applicable CMT Rate Note and the applicable pricing supplement and in a principal amount that is representative for a single transaction in the securities in the market at that time, or |
(g) | if fewer than five but more than two of the prices referred to in clause (2)(f) are provided as requested, the rate will be calculated by the calculation agent based on the arithmetic mean of the bid prices obtained and neither the highest or the lowest of the quotations will be eliminated, or |
(h) | if fewer than three prices referred to in clause (2)(f) are provided as requested, the CMT Rate in effect on the applicable Interest Determination Date. |
If two United States Treasury securities with an original maturity greater than the Index Maturity specified in the applicable CMT Rate Note and the applicable pricing supplement have remaining terms to maturity equally close to the Index Maturity specified in the applicable CMT Rate Note and the applicable pricing supplement, the quotes for the United States Treasury security with the shorter original remaining term to maturity will be used.
As used in this prospectus supplement, Reuters page means the display on the Thomson Reuters Eikon, or any successor service, on the page or pages specified in this prospectus supplement or the applicable pricing supplement, or any replacement page or pages on that service.
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Commercial Paper Rate. Commercial Paper Rate Notes will bear interest at the rates, calculated with reference to the Commercial Paper Rate and the Spread and/or Spread Multiplier, if any, specified in the applicable Commercial Paper Rate Notes and in any applicable pricing supplement.
Commercial Paper Rate means:
(1) | the Money Market Yield, as defined below, on the applicable Interest Determination Date of the rate for commercial paper having the Index Maturity specified in the applicable Commercial Paper Rate Note and the applicable pricing supplement as published in H.15 Daily Update, or other recognized electronic source used for the purpose of displaying the applicable rate, under the caption Commercial Paper-Nonfinancial, or |
(2) | if the rate referred to in clause (1) is not published by 5:00 P.M., New York City time, on the related calculation date, the rate on the applicable Interest Determination Date calculated by the calculation agent as the Money Market Yield of the arithmetic mean of the offered rates at approximately 11:00 A.M., New York City time, on the applicable Interest Determination Date of three leading dealers of United States dollar commercial paper in The City of New York, which may include the agents or their affiliates, selected by PFC for commercial paper having the Index Maturity specified in the applicable Commercial Paper Rate Note and the pricing supplement placed for industrial issuers whose bond rating is AA, or the equivalent, from a nationally recognized statistical rating organization, or |
(3) | if the dealers selected by PFC are not quoting as mentioned in clause (2), the Commercial Paper Rate in effect on the applicable Interest Determination Date. |
Money Market Yield means a yield calculated in accordance with the following formula and expressed as a percentage:
Money Market Yield = |
D x 360 |
x 100 | ||
360 - (D x M) |
where D refers to the applicable per annum rate for commercial paper quoted on a bank discount basis and expressed as a decimal, and M refers to the actual number of days in the applicable interest reset period.
Federal Funds Rate. Federal Funds Rate Notes will bear interest at the rates, calculated with reference to the Federal Funds Rate and the Spread and/or Spread Multiplier, if any, specified in the applicable Federal Funds Rate Notes and in any applicable pricing supplement.
Federal Funds Rate means:
(1) | if Federal Funds (Effective) Rate is the specified Federal Funds Rate in the applicable pricing supplement: |
(a) | the rate on the applicable Interest Determination Date for United States dollar federal funds as published in H.15 Daily Update, or such other recognized electronic source used for the purpose of displaying the applicable rate, under the caption Federal funds (effective), or |
(b) | if the rate referred to in clause (1)(a) is not published by 5:00 P.M., New York City time, on the related calculation date, the rate on the applicable Interest Determination Date calculated by the calculation agent as the arithmetic mean of the rates for the last transaction in overnight United States dollar federal funds arranged by three leading brokers of United States dollar federal funds transactions in The City of New York, which may include the agents or their affiliates, selected by PFC before 9:00 A.M., New York City time, on the applicable Interest Determination Date, or |
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(c) | if the brokers selected by PFC are not quoting as mentioned in clause (1)(b), the Federal Funds Rate in effect on the applicable Interest Determination Date. |
(2) | if Federal Funds Open Rate is the specified Federal Funds Rate in the applicable pricing supplement: |
(a) | the rate on the applicable Interest Determination Date under the heading Federal Funds for the applicable Index Maturity and opposite the caption Open as such rate is displayed on Reuters page 5 (Reuters Page 5), or |
(b) | if the rate referred to in clause (2)(a) does not appear on Reuters Page 5 or is not so published by 3:00 P.M., New York City time, on the related calculation date, the rate with respect to the applicable Interest Determination Date displayed on the FFPREBON Index Page on the Bloomberg service, which is the Fed Funds Opening Rate as reported by Prebon Yamane (or its successor) on Bloomberg, or |
(c) | if the rate referred to in clause (2) (b) does not appear on the FFPREBON Index page on Bloomberg or another recognized electronic source or is not so published by 3:00 P.M., New York City time, on the related calculation date, the rate on the applicable Interest Determination Date calculated by the calculation agent as the arithmetic mean of the rates for the last transaction in overnight United States dollar federal funds arranged by three leading brokers of United States dollar federal funds transactions in The City of New York, which may include an agent or its affiliates, selected by PFC, before 9:00 A.M., New York City time on the applicable Interest Determination Date, or |
(d) | if the brokers selected by PFC are not quoting as mentioned in clause (2)(c), the Federal Funds Rate in effect on the applicable Interest Determination Date. |
(3) | if Federal Funds Target Rate is the specified Federal Funds Rate in the applicable pricing supplement: |
(a) | the rate on the applicable Interest Determination Date displayed on the FDTR Index Page on Bloomberg, or |
(b) | if the rate referred to in clause (3)(a) does not appear on the FDTR Index Page on Bloomberg or is not so published by 3:00 P.M., New York City time, on the related calculation date, the rate with respect to the applicable Interest Determination Date appearing on Reuters page USFFTARGET= (Reuters Page USFFTARGET=), or |
(c) | if the rate referred to in clause (3)(b) does not appear on Reuters Page USFFTARGET= or is not so published by 3:00 P.M., New York City time, on the related calculation date, the rate on the applicable Interest Determination Date calculated by the calculation agent as the arithmetic mean of the rates for the last transaction in overnight United States dollar federal funds arranged by three leading brokers of United States dollar federal funds transactions in The City of New York, which may include an agent or its affiliates, selected by PFC, before 9:00 A.M., New York City time, on the applicable Interest Determination Date, or |
(d) | if the brokers selected by PFC are not quoting as mentioned in clause (3)(c), the Federal Funds Rate in effect on the applicable Interest Determination Date. |
LIBOR. LIBOR Notes will bear interest at the rates, calculated with reference to LIBOR and the Spread and/or Spread Multiplier, if any, specified in the applicable LIBOR Notes and in any applicable pricing supplement.
LIBOR means:
(1) | the rate for deposits in the Designated LIBOR Currency, as defined below, having the Index Maturity specified in the applicable LIBOR Note and the applicable pricing supplement, commencing on the applicable Interest Reset Date that appears on the Designated LIBOR Page as of 11:00 A.M., London time, on the applicable Interest Determination Date, or |
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(2) | if the rate referred to in clause (1) does not appear on the Designated LIBOR Page, or is not so published by 11:00 A.M., London time, on the applicable Interest Determination Date, the calculation agent shall request the principal London offices of each of four major reference banks (which may include the agents or their affiliates) in the London interbank market, as selected by PFC, to provide the calculation agent with its offered quotation for deposits in the Designated LIBOR Currency for the period of the Index Maturity specified in the applicable LIBOR Note and the applicable pricing supplement, commencing on the applicable Interest Reset Date, to prime banks in the London interbank market at approximately 11:00 A.M., London time, on the applicable Interest Determination Date and in a principal amount that is representative for a single transaction in the Designated LIBOR Currency in that market at that time. If at least two such quotations are so provided, then LIBOR on the applicable Interest Determination Date will be the arithmetic mean calculated by the calculation agent of such quotations. If fewer than two such quotations are so provided, then LIBOR on the applicable Interest Determination Date will be the arithmetic mean calculated by the calculation agent of the rates quoted at approximately 11:00 A.M., in the applicable Principal Financial Center, on the applicable Interest Determination Date by three major banks (which may include the agents or their affiliates) in such Principal Financial Center selected by PFC for loans in the Designated LIBOR Currency to leading European banks, having the Index Maturity specified in the applicable LIBOR Note and the applicable pricing supplement, commencing on the applicable Interest Reset Date, and in a principal amount that is representative for a single transaction in the Designated LIBOR Currency in the market at that time, or |
(3) | if the banks so selected by PFC are not quoting as mentioned in clause (2), LIBOR in effect on the applicable Interest Determination Date. |
Notwithstanding the foregoing, if PFC determines that LIBOR has been permanently discontinued, PFC or its designee shall determine the successor or alternative rate (the Alternative Rate) selected by a central bank, reserve bank, monetary authority or any similar institution (including any committee or working group thereof) that is consistent with accepted market practice. As part of such substitution, PFC or its designee will make such adjustments to the Alternative Rate or the spread thereon, as well as the business day convention, interest determination dates and related provisions and definitions, in each case that are consistent with accepted market practice for the use of such Alternative Rate for debt obligations such as the relevant tranche of floating rate notes. If there is no clear market consensus as to whether any rate has replaced LIBOR in customary market usage, PFC may appoint in its sole discretion an Independent Financial Advisor (the IFA) to determine an appropriate Alternative Rate, and any adjustments, and the decision of the IFA will be binding on PFC, the calculation agent and the holders of the relevant series of floating rate notes. If, however, there is no clear market consensus as to whether any rate has replaced LIBOR in customary market usage, and for any reason an Alternative Rate has not been determined, LIBOR determined as of such Interest Determination Date shall be LIBOR in effect on such Interest Determination Date.
None of the Trustee, the paying agent or the calculation agent shall be under any obligation to (i) monitor, determine or verify the unavailability or cessation of LIBOR, or whether or when there has occurred, or to give notice to any other party of the occurrence of, any benchmark transition event or related benchmark replacement date, (ii) select, determine or designate any benchmark replacement, or other alternative or successor benchmark index, or whether any conditions to the designation of such a rate or index have been satisfied, (iii) select, determine or designate any benchmark replacement adjustment, or other modifier to any alternative or successor index or (iv) determine whether or what benchmark replacement conforming changes are necessary or advisable, if any, in connection with any of the foregoing, including, but not limited to, adjustments as to any alternative spread thereon, the Business Day convention, interest determination dates or any other relevant methodology applicable to such substitute or successor benchmark. In connection with the foregoing, each of the Trustee, paying agent and calculation agent shall be entitled to conclusively rely on any determinations made by us or our designee without independent investigation, and none will have any liability for actions taken at our direction in connection therewith.
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None of the Trustee, the paying agent or the calculation agent shall be liable for any inability, failure or delay on its part to perform any of its duties set forth in this prospectus supplement as a result of the unavailability of LIBOR or other applicable benchmark replacement, including as a result of any failure, inability, delay, error or inaccuracy on the part of any other transaction party in providing any direction, instruction, notice or information required or contemplated by the terms of this prospectus supplement and reasonably required for the performance of such duties. None of the Trustee, paying agent or calculation agent shall be responsible or liable for our actions or omissions or for those of our designee, or for any failure or delay in the performance by us or our designee, nor shall any of the Trustee, paying agent or calculation agent be under any obligation to oversee or monitor our performance or that of our designee.
Designated LIBOR Currency means the currency specified in the applicable LIBOR Note and the applicable pricing supplement as to which LIBOR will be calculated or, if no currency is specified in the applicable LIBOR Note and the applicable pricing supplement, United States dollars.
Designated LIBOR Page means the display on Reuters page LIBOR01 or LIBOR02 as specified in the applicable LIBOR Note and the applicable pricing supplement, for the purpose of displaying the London interbank rates of major banks (which may include the agents or their affiliates) for the Designated LIBOR Currency.
EURIBOR. EURIBOR Notes will bear interest at the rates, calculated with reference to EURIBOR and the Spread and/or Spread Multiplier, if any, specified in the applicable EURIBOR Notes and in any applicable pricing supplement.
EURIBOR means:
(1) | the rate for deposits in Euros as sponsored, calculated and published jointly by the European Banking Federation and ACIThe Financial Market Association, or any company established by the joint sponsors for purposes of compiling and publishing those rates, having the Index Maturity specified in the applicable EURIBOR Note and the applicable pricing supplement, commencing on the applicable Interest Reset Date, that appears on Reuters page EURIBOR01 or any other page as may replace that specified page on that service (Reuters Page EURIBOR01) as of 11:00 a.m., Brussels time, on the applicable Interest Determination Date; |
(2) | if the rate referred to in clause (1) does not appear on Reuters Page EURIBOR01, or is not so published by 11:00 a.m., Brussels time, on the applicable Interest Determination Date, the rate calculated by the calculation agent as the arithmetic mean of at least two quotations obtained by the calculation agent after requesting the principal Euro-zone (as defined below) offices of four major reference banks in the Euro-zone interbank market, which may include affiliates of the agents, selected by PFC, to provide the calculation agent with its offered quotation for deposits in Euros for the period of the Index Maturity designated in the applicable EURIBOR Note and the applicable pricing supplement, commencing on the applicable Interest Reset Date, to prime banks in the Euro-zone interbank market at approximately 11:00 a.m., Brussels time, on the applicable Interest Determination Date and in a principal amount not less than the equivalent of U.S. $1,000,000 in Euros that is representative for a single transaction in Euros in such market at such time; |
(3) | if fewer than two quotations referred two in clause (2) are so provided, the rate on the applicable Interest Determination Date will be calculated by the calculation agent and will be the arithmetic mean of the rates quoted at approximately 11:00 a.m., Brussels time, on such Interest Determination Date by four major banks in the Euro-zone selected by PFC for loans in Euros to leading European banks, having the Index Maturity designated in the applicable EURIBOR Note and the applicable pricing supplement, commencing on the applicable Interest Reset Date and in principal amount not less than the equivalent of U.S. $1,000,000 in Euros that is representative for a single transaction in Euros in such market at such time; or |
(4) | if the banks so selected by PFC are not quoting as mentioned in clause (3), EURIBOR in effect on the applicable Interest Determination Date. |
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Notwithstanding the foregoing, if PFC determines that EURIBOR has been permanently discontinued, PFC or its designee shall determine the alternative rate (the EURIBOR Alternative Rate) selected by a central bank, reserve bank, monetary authority or any similar institution (including any committee or working group thereof) that is consistent with accepted market practice. As part of such substitution, PFC or its designee will make such adjustments to the EURIBOR Alternative Rate or the spread thereon, as well as the business day convention, interest determination dates and related provisions and definitions, in each case that are consistent with accepted market practice for the use of such EURIBOR Alternative Rate for debt obligations such as the relevant tranche of floating rate notes. If there is no clear market consensus as to whether any rate has replaced EURIBOR in customary market usage, PFC may appoint in its sole discretion an IFA to determine an appropriate EURIBOR Alternative Rate, and any adjustments, and the decision of the IFA will be binding on PFC, the calculation agent and the holders of the relevant series of floating rate notes. If, however, there is no clear market consensus as to whether any rate has replaced EURIBOR in customary market usage, and for any reason an EURIBOR Alternative Rate has not been determined, EURIBOR determined as of such Interest Determination Date shall be EURIBOR in effect on such Interest Determination Date.
None of the Trustee, the paying agent or the calculation agent shall be under any obligation to (i) monitor, determine or verify the unavailability or cessation of EURIBOR, or whether or when there has occurred, or to give notice to any other party of the occurrence of, any benchmark transition event or related benchmark replacement date, (ii) select, determine or designate any benchmark replacement, or other alternative or successor benchmark index, or whether any conditions to the designation of such a rate or index have been satisfied, (iii) select, determine or designate any benchmark replacement adjustment, or other modifier to any alternative or successor index or (iv) determine whether or what benchmark replacement conforming changes are necessary or advisable, if any, in connection with any of the foregoing, including, but not limited to, adjustments as to any alternative spread thereon, the Business Day convention, interest determination dates or any other relevant methodology applicable to such substitute or successor benchmark. In connection with the foregoing, each of the Trustee, paying agent and calculation agent shall be entitled to conclusively rely on any determinations made by us or our designee without independent investigation, and none will have any liability for actions taken at PFCs direction in connection therewith.
None of the Trustee, the paying agent or the calculation agent shall be liable for any inability, failure or delay on its part to perform any of its duties set forth in this prospectus supplement as a result of the unavailability of EURIBOR or other applicable benchmark replacement, including as a result of any failure, inability, delay, error or inaccuracy on the part of any other transaction party in providing any direction, instruction, notice or information required or contemplated by the terms of this prospectus supplement and reasonably required for the performance of such duties. None of the Trustee, paying agent or calculation agent shall be responsible or liable for our actions or omissions or for those of our designee, or for any failure or delay in the performance by us or our designee, nor shall any of the Trustee, paying agent or calculation agent be under any obligation to oversee or monitor our performance or that of our designee.
Euro-zone means the region comprised of member states of the European Union that adopt the single currency in accordance with the treaty establishing the European Community, as amended by the treaty on the European Union.
Prime Rate. Prime Rate Notes will bear interest at the rates, calculated with reference to the Prime Rate and the Spread and/or Spread Multiplier, if any, specified in the applicable Prime Rate Notes and any applicable pricing supplement.
Prime Rate means:
(1) | the rate on the applicable Interest Determination Date as published in H.15 Daily Update, or such other recognized electronic source used for the purpose of displaying the applicable rate under the caption Bank prime loan, or |
(2) | if the rate referred to in clause (1) is not published by 5:00 P.M., New York City time, on the related calculation date, the rate on the applicable Interest Determination Date calculated by the calculation agent as the arithmetic mean of the rates of interest publicly announced by each bank that appears on Reuters page US PRIME 1 for the purpose of displaying the prime rates or base lending rates of major United States banks (Reuters Page US PRIME 1), which may include the agents or their affiliates, as such banks prime rate or base lending rate as of 11:30 A.M., New York City time, on the applicable Interest Determination Date, or |
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(3) | if fewer than four rates described in clause (2) appear on Reuters Page US PRIME 1 by 5:00 P.M., New York City time, on the related calculation date, the rate on the applicable Interest Determination Date calculated by the calculation agent as the arithmetic mean of the prime rates or base lending rates quoted on the basis of the actual number of days in the year divided by a 360-day year as of the close of business on the applicable Interest Determination Date by three major banks, which may include affiliates of the agents, in The City of New York selected by PFC, or |
(4) | if the banks selected by PFC are not quoting as mentioned in clause (3), the Prime Rate in effect on the applicable Interest Determination Date. |
Treasury Rate. Treasury Rate Notes will bear interest at the rates, calculated with reference to the Treasury Rate and the Spread and/or Spread Multiplier, if any, specified in the applicable Treasury Rate Notes and in any applicable pricing supplement.
Treasury Rate means:
(1) | the rate from the auction held on the applicable Interest Determination Date (the Auction) of direct obligations of the United States (Treasury Bills) having the Index Maturity specified in the applicable Treasury Rate Note and the applicable pricing supplement as published under the caption INVEST RATE on Reuters page USAUCTION10 or any other page as may replace that specified page on that service (Reuters Page US AUCTION10) or Reuters page USAUCTION11 or any other page as may replace that specified page on that service (Reuters Page US AUCTION11) or, if not so displayed, as displayed on the Bloomberg service (or any successor service) on page AUCR 27 (or any other page as may replace that page on that service), or. |
(2) | if the rate described in clause (1) does not so appear by 3:00 P.M., New York City time, on the related calculation date, the Bond Equivalent Yield, as defined below, of the auction rate for the applicable Treasury Bills announced by the United States Department of the Treasury, or |
(3) | in the event that the rate referred to in clause (2) is not announced by the United States Department of the Treasury by 3:00 P.M., New York City time, on the related calculation date, or if the Auction is not held, the Bond Equivalent Yield of the rate on the applicable Interest Determination Date of the applicable Treasury Bills having a remaining maturity closest to the Index Maturity specified in the applicable Treasury Rate Note and in the applicable pricing supplement as published in H.15 Daily Update, or other recognized electronic source used for the purpose of displaying the applicable rate, under the caption U.S. Government Securities/Treasury Bills/Secondary Market, or |
(4) | if the rate referred to in clause (3) is not published by 5:00 P.M., New York City time, on the related calculation date, the rate on the applicable Interest Determination Date calculated by the calculation agent as the Bond Equivalent Yield of the arithmetic mean of the secondary market bid rates, as of approximately 3:30 P.M., New York City time, on the applicable Interest Determination Date, of three primary United States government securities dealers, which may include the agents or their affiliates, selected by PFC, for the issue of Treasury Bills with a remaining maturity closest to the Index Maturity specified in the applicable Treasury Rate Note and the applicable pricing supplement, or |
(5) | if the dealers selected by PFC are not quoting as mentioned in clause (4), the rate in effect on the applicable Interest Determination Date. |
Bond Equivalent Yield means a yield calculated in accordance with the following formula and expressed as a percentage:
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Bond Equivalent Yield = |
D x N |
x 100 | ||
360 - (D x M) |
where D refers to the applicable per annum rate for Treasury Bills quoted on a bank discount basis and expressed as a decimal, N refers to 365 or 366, as the case may be, and M refers to the actual number of days in the applicable interest reset period.
Reopening of Issue
We may, from time to time, without the consent of or notice to existing noteholders, reopen a tranche of notes and issue additional notes with the same rank and terms (including maturity and interest payment terms) as notes issued on an earlier date, except for the date of original issuance, issue price and, if applicable, the initial interest accrual date and the first payment of interest. After such additional notes are issued, they will be fungible with, and will form one tranche with, the previously issued notes to the extent specified in the applicable pricing supplement.
Other Provisions; Addenda
Any provisions with respect to an issue of notes, including the determination of one or more Interest Rate Bases, the specification of one or more Interest Rate Bases, the calculation of the interest rate applicable to a floating rate note, the applicable interest payment dates, the stated maturity date, any redemption or repayment provisions or any other matter relating to the applicable notes may be modified by the terms as specified under Other Provisions on the face of the applicable notes or in an Addendum relating to the applicable notes, if so specified on the face of the applicable notes and in the applicable pricing supplement.
Original Issue Discount Notes
PFC may from time to time offer notes at a price less than their redemption price at Maturity, resulting in the applicable notes being treated as if they were issued with original issue discount for United States Federal income tax purposes (Original Issue Discount Notes). Original Issue Discount Notes may currently pay no interest or interest at a rate which at the time of issuance is below market rates. Additional considerations relating to any Original Issue Discount Notes will be described in the applicable pricing supplement. See United States Federal Income Taxation in the accompanying prospectus for the tax effects associated with Original Issue Discount Notes.
Amortizing Notes
PFC may from time to time offer notes (Amortizing Notes), with amounts of principal and interest payable in installments over the term of the notes. Unless otherwise specified in the applicable pricing supplement, interest on each Amortizing Note will be computed on the basis of a 360-day year of twelve 30-day months. Payments with respect to Amortizing Notes will be applied first to interest due and payable on the Amortizing Notes and then to the reduction of the unpaid principal amount of the Amortizing Notes. Further information concerning additional terms and conditions of any issue of Amortizing Notes will be provided in the applicable pricing supplement. A table setting forth repayment information in respect of each Amortizing Note will be included in the applicable Amortizing Note and the applicable pricing supplement.
Linked Notes
PFC may from time to time offer notes (Linked Notes) the principal value of which at Maturity will be determined by reference to:
(a) | one or more debt or equity securities, including, but not limited to, the price or yield of such securities, |
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(b) | any statistical measure of economic or financial performance, including, but not limited to, any security, currency, consumer price or mortgage index, or |
(c) | the price or value of any security, commodity or any other item or index or any combination, |
(collectively, the Linked Securities). The payment or delivery of any consideration on any Linked Note at Maturity will be determined by the decrease or increase, as applicable, in the price or value of the applicable Linked Securities. The terms of and any additional considerations, including any material tax consequences, relating to any Linked Notes will be described in the applicable pricing supplement.
Extendible Maturity Notes
PFC may from time to time offer notes (Extendible Maturity Notes) with the option to extend the maturity of the notes to one or more dates indicated in the notes and the applicable pricing supplement. The terms of and any additional considerations relating to any Extendible Maturity Notes will be described in the applicable pricing supplement.
Book-Entry Notes
Upon issuance, all notes in book-entry form having the same date of issue, stated maturity date and otherwise having identical terms and provisions will be represented by one or more fully registered global notes (the Global Notes). Each Global Note will be deposited with, or on behalf of, The Depository Trust Company (DTC), New York, NY, as depository, registered in the name of DTC or a nominee of DTC. Unless and until it is exchanged in whole or in part for notes in certificated form, no Global Note may be transferred except as a whole:
| by DTC to a nominee of DTC, or |
| by a nominee of DTC to DTC or another nominee of DTC, or |
| by DTC or any such nominee to a successor of DTC or a nominee of the successor. |
For more information, see Description of Securities Global Securities in the accompanying prospectus.
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SPECIAL PROVISIONS RELATING TO FOREIGN CURRENCY NOTES
Except as specified in the applicable pricing supplement, foreign currency notes (including notes denominated in the Euro) will not be sold in or to residents of the country or economic community issuing the currency in which particular notes are denominated. The information set forth in this prospectus supplement is directed to prospective purchasers who are United States residents, and it is by necessity incomplete with respect to foreign currency notes. PFC and the agents disclaim any responsibility to advise prospective purchasers who are residents of countries other than the United States with respect to any matters that may affect the purchase, holding or receipt of payments of principal of and premium, if any, and any interest on foreign currency notes. Prospective purchasers of foreign currency notes should consult their own financial and legal advisors with regard to such matters.
Payment of Principal, any Premium and Interest
Except as specified in the applicable note and the applicable pricing supplement, we will pay the principal, any premium and interest on foreign currency notes as set forth in this prospectus supplement in the specified currency. The Exchange Rate Agent named in the applicable pricing supplement will, unless otherwise specified below or in the applicable note and the applicable pricing supplement, convert the payment into United States dollars for payment to holders of the foreign currency notes. However, unless otherwise indicated in the applicable note and the applicable pricing supplement, the holder of a foreign currency note may elect to receive the payments in the specified currency, as described below.
PFCs payment will be converted into United States dollars based on the highest bid quotation in The City of New York at approximately 11:00 A.M. on the second Business Day preceding the applicable payment date for the purchase of the specified currency for United States dollars for settlement on the applicable payment date in the aggregate amount of the specified currency payable to all holders of foreign currency notes scheduled to receive United States dollar payments and at which the applicable foreign exchange dealer commits to execute a contract. The bid quotations shall be obtained from three recognized foreign exchange dealers, one of which may be the Exchange Rate Agent, selected by the Exchange Rate Agent and approved by PFC. If the bid quotations are not available, payments will be made in the specified currency. All currency exchange costs will be borne by the holder of the foreign currency note by deductions from such payments.
Unless otherwise specified in the applicable note and the applicable pricing supplement, a holder of a foreign currency note may elect to receive all or a specified portion of any payment on that note in the specified currency. Any holder desiring to receive payment in the specified currency must submit a written request to the corporate trust office of the paying agent in The City of New York, on or before the applicable record date or at least fifteen calendar days before Maturity, as the case may be. The written request may be mailed, hand delivered or sent by facsimile transmission (followed by the original). A holder of a foreign currency note may elect to receive payment in the specified currency for all or a specified portion of all principal, any premium and interest payments and need not file a separate election for each payment. The election will remain in effect until revoked by written notice to the paying agent, but written notice of any revocation must be received by the paying agent on or before the relevant record date or at least the fifteenth calendar day before Maturity, as the case may be. Holders of foreign currency notes whose notes are to be held in the name of a broker or nominee should contact such broker or nominee to determine whether and how an election to receive payments in the specified currency may be made.
Principal, any premium and interest on a foreign currency note paid in United States dollars will be paid in the manner specified in this prospectus supplement for notes denominated in United States dollars. Interest on a foreign currency note paid in the specified currency which are to be made on an interest payment date other than at Maturity will be paid by check mailed to the address of the holder entitled to the interest payment as shown on the note register, subject to the right to receive interest payments by wire transfer of immediately available funds under the circumstances described under Description of the NotesTerms of the Notes. All checks payable in a specified currency will be drawn on a bank office located outside the United States. Payments of principal, any premium and interest on foreign currency notes paid in the specified currency at Maturity will be made by wire transfer of immediately available funds to an account with a bank designated by the holder at least fifteen days before Maturity, provided that the bank has appropriate facilities to make the wire transfer and that the note is presented and surrendered at the corporate trust office of the paying agent in The City of New York in time for the paying agent to make such payments in such funds in accordance with its normal procedures.
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Unless otherwise specified in the applicable pricing supplement, a beneficial owner of a note in book-entry form denominated in a specified currency may elect to receive payments of principal or any premium or interest in the specified currency instead of United States dollars. The beneficial owner must give the participant through which its interest is held written notice of its election on or before the applicable record date, in the case of a payment of interest, and on or prior to the sixteenth day prior to Maturity, in the case of principal or premium.
The participant must notify the depository of such election on or before the third Business Day after the record date. The depository will notify the paying agent of the election on or before the fifth Business Day after the record date or at least ten calendar days before Maturity, as the case may be. If complete instructions are received by the participant and forwarded by the participant to the depository and by the depository to the paying agent, on or before the specified dates, the beneficial owner of the notes in book-entry form will receive payments in the specified currency.
Availability of Specified Currency
If the specified currency for a foreign currency note is not available for the payment of principal, any premium and interest due to the imposition of exchange controls or other circumstances beyond the control of PFC, we will be entitled to satisfy our obligations on the note by making the required payment in United States dollars on the basis of the Market Exchange Rate, computed by the Exchange Rate Agent, on the second Business Day before the applicable payment or, if the Market Exchange Rate is not then available, on the basis of the most recently available Market Exchange Rate, or as otherwise specified in the applicable pricing supplement.
The Market Exchange Rate for a specified currency other than United States dollars means the noon dollar buying rate in The City of New York for cable transfers for the specified currency as certified for customs purposes, or, if not so certified, as otherwise determined, by the Federal Reserve Bank of New York. Any payment made in United States dollars under circumstances where the required payment is in a specified currency other than United States dollars will not constitute an Event of Default under the Indenture with respect to the notes.
All determinations referred to above made by the Exchange Rate Agent shall be at its sole discretion and shall, in the absence of manifest error, be conclusive for all purposes and binding on the holders of the foreign currency notes.
Judgments
Under current New York law, a state court in the State of New York rendering a judgment in respect of a foreign currency note would be required to render the judgment in the specified currency, and the foreign currency judgment would be converted into United States dollars at the exchange rate prevailing on the date of entry of the judgment. Accordingly, the holder of a foreign currency note would be subject to exchange rate fluctuations between the date of entry of the foreign currency judgment and the time the amount of the foreign currency judgment is paid to the holder in United States dollars and converted by the holder into the specified currency. It is not certain, however, whether a non-New York state court would follow the same rules and procedures with respect to conversions of foreign currency judgments.
PFC will indemnify the holder of any note against any loss incurred by it as a result of any judgment or order being given or made for any amount due under the note and judgment or order requiring payment in a currency other than the specified currency, and as a result of any variation between (i) the rate of exchange at which the specified currency amount is converted into the currency in the judgment or order, and (ii) the rate of exchange at which the holder of the note, on the date of payment of the judgment or order, is able to purchase the specified currency with the amount actually received under the judgment or order.
Alternative Book-Entry Procedures and Settlement
If PFC issues notes which provide for one or more payments to be made in a non-U.S. currency, the applicable pricing supplement may specify that such notes will be cleared through an alternate book-entry system, which may include Euroclear Bank SA/NV and Clearstream Banking S.A., Luxembourg, rather than through DTC. Any such alternate book-entry arrangement, including payment and settlement terms in connection therewith, will be described in the applicable pricing supplement.
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PFC and MUFG Securities Americas Inc., BofA Securities, Inc., BNP Paribas Securities Corp., J.P. Morgan Securities LLC, Mizuho Securities USA LLC, RBC Capital Markets, LLC, SMBC Nikko Securities America, Inc., TD Securities (USA) LLC, U.S. Bancorp Investments, Inc. and Wells Fargo Securities, LLC (the agents) have entered into a distribution agreement with respect to the notes. Subject to certain conditions, the agents have agreed to use their reasonable efforts to solicit purchases of the notes. PFC has the right to accept offers to purchase notes and may reject any proposed purchase of the notes in whole or in part. The agents may also reject any offer to purchase notes. PFC will pay the agents a commission on any notes sold through the agents. Unless otherwise specified in the applicable pricing supplement, the commission will range from 0.100% to 0.450% of the principal amount of the notes, depending on the maturity of the notes. Commissions with respect to notes with maturities in excess of 15 years that are sold through an agent as an agent of PFC will be negotiated between us and the agent at time of the sale.
PFC may also sell notes to the agents who will purchase the notes as principals for their own accounts. Any such sale will be made at a discount equal to the commission referred to in the preceding paragraph if no other discount is agreed. Any notes the agents purchase as principal may be resold at the market price or at other prices determined by the agents at the time of resale. PFC may also sell notes directly on its own behalf. No commissions will be paid on notes sold directly by PFC at such discount.
PFC may also enter into separate arrangements with firms other than the agents which allow such firms to purchase for resale to the public all or a portion of the notes. The name of any firm, the underwriting discount and the initial public offering price for such notes will be set forth on the cover page of the pricing supplement delivered in connection with the offering and the sale of the applicable notes.
The agents may resell any notes they purchase as principals for their own accounts to other brokers or dealers at a discount which may include all or part of the discount the agents received from PFC. The agents will purchase the notes at a price equal to 100% of the principal amount less a discount. Unless otherwise specified in the applicable pricing supplement, the discount will equal the applicable commission on an agency sale of notes of the same maturity. If all the notes are not sold at the initial offering price, the agents may change the offering price and the other selling terms.
In connection with the offering of notes purchased by one or more agents as principal on a fixed price basis, the agents are permitted to engage in certain transactions that stabilize the price of the notes. These transactions may consist of bids or purchases for the purpose of pegging, fixing or maintaining the price of the notes. If an agent creates a short position in the notes in connection with the offering, i.e., if it sells more notes than are set forth on the applicable pricing supplement, the agent may reduce that short position by purchasing notes in the open market. In general, purchases of a security for the purpose of stabilization or to reduce a short position could have the effect of raising or maintaining the market price of the security or preventing or retarding a decline in the market price of the security. Naked short sales are sales in excess of the agents overallotment option. Because the agents have no overallotment option with respect to the notes, they would be required to close out a short position in the notes by purchasing notes in the open market.
Neither PFC nor any agent makes any representation or prediction as to the direction or magnitude of any effect that the transactions described above may have on the price of the notes. In addition, neither PFC nor the agents makes any representation that the agents will engage in any such transactions or that such transactions, once commenced, will not be discontinued without notice. These transactions may be effected in the over-the-counter market or otherwise.
The agents, whether acting as agents or principals, may be deemed to be underwriters within the meaning of the Securities Act of 1933, as amended (the Securities Act). PFC has agreed to indemnify the several agents and their respective directors, officers and control persons against certain liabilities, including liabilities under the Securities Act or to contribute to any payments they may be required to make in respect of such liabilities. PFC has agreed to reimburse the agents for certain expenses, including the reasonable fees and disbursements of their counsel.
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The agents may sell to dealers who may resell to investors and the agents may pay all or part of the discount or commission they receive from PFC to the dealers. Such dealers may be deemed to be underwriters within the meaning of the Securities Act.
From time to time, PFC may also sell notes or other debt securities pursuant to another prospectus supplement to the accompanying prospectus.
No assurance can be given as to the liquidity of the trading market for the notes. The agents may from time to time purchase and sell notes in the secondary market, but the agents are not obligated to do so. There can be no assurance that there will be a secondary market for the notes or liquidity in the secondary market if one develops.
With respect to each issuance of notes, PFC expects to deliver the notes against payment therefor on the original issue date specified in the applicable pricing supplement. Under Rule 15c6-1 of the Exchange Act, trades in the secondary market generally are required to settle in two business days, unless the parties to any such trade expressly agree otherwise. Accordingly, if the original issue date for any issuance of notes is more than two business days after the pricing date, purchasers who wish to trade notes more than two business days prior to the original issue date will be required to specify alternative settlement arrangements to prevent a failed settlement.
PFC estimates that the total expenses of the offering, excluding underwriting discounts and commissions and SEC registration fees, will be approximately $8.6 million.
Unless otherwise indicated in the applicable pricing supplement, the purchase price of the notes will be required to be paid in immediately available funds in New York, New York.
The agents and their respective affiliates may be customers of, engage in transactions with and perform services for PFC and its affiliates in the ordinary course of business. Some of the agents and their affiliates have engaged in, and may in the future engage in, investment banking and other commercial dealings in the ordinary course of business with us or our affiliates. They have received, or may in the future receive, customary fees and commissions for these transactions. Affiliates of each of the agents are lenders under our credit facility agreements.
In addition, in the ordinary course of their business activities, the agents and their affiliates may make or hold a broad array of investments and actively trade debt and equity securities (or related derivative securities) and financial instruments (including bank loans) for their own account and for the accounts of their customers. Such investments and securities activities may involve securities and/or instruments of ours or our affiliates. If any of the agents or their affiliates have a lending relationship with us, certain of those agents or their affiliates routinely hedge, and certain other of those agents may hedge, their credit exposure to us consistent with their customary risk management policies. Typically, these agents and their affiliates would hedge such exposure by entering into transactions which consist of either the purchase of credit default swaps or the creation of short positions in our securities, including potentially the notes offered hereby. Any such credit default swaps or short positions could adversely affect future trading prices of the notes offered hereby. The agents and their affiliates may also make investment recommendations and/or publish or express independent research views in respect of such securities or financial instruments and may hold, or recommend to clients that they acquire, long and/or short positions in such securities and instruments.
In the event that more than 5% of the net proceeds of the sale of notes is used to repay debt of ours that is held by any individual agent that is a member of FINRA, or affiliates of that agent, such sale will be made in accordance with the provisions of FINRA Rule 5121 because such agent is deemed to have a conflict of interest as defined by such rule. Under such rule, such agent will not be permitted to sell any notes to an account over which it exercises discretionary authority without the prior written approval of the customer to which the account relates.
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Selling Restrictions
Notice to Prospective Investors in the European Economic Area
None of this prospectus supplement, the accompanying prospectus or any related pricing supplement is a prospectus for the purposes of Regulation (EU) 2017/1129 (the Prospectus Regulation). This prospectus supplement, the accompanying prospectus and any related pricing supplement have been prepared on the basis that any offer of notes in any Member State of the European Economic Area (the EEA) will only be made to a legal entity which is a qualified investor under the Prospectus Regulation (EEA Qualified Investors). Accordingly any person making or intending to make an offer in that Member State of notes which are the subject of the offering contemplated in this prospectus supplement, the accompanying prospectus and any related pricing supplement may only do so with respect to EEA Qualified Investors. Neither PFC nor the agents have authorized, nor do they authorize, the making of any offer of notes other than to EEA Qualified Investors.
PROHIBITION OF SALES TO EEA RETAIL INVESTORSThe notes are not intended to be offered, sold or otherwise made available to and should not be offered, sold or otherwise made available to any retail investor in the EEA. For these purposes: (a) a retail investor means a person who is one (or more) of: (i) a retail client as defined in point (11) of Article 4(1) of Directive 2014/65/EU, as amended (MiFID II); or (ii) a customer within the meaning of Directive (EU) 2016/97, as amended (the Insurance Distribution Directive), where that customer would not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II; or (iii) not a qualified investor as defined in the Prospectus Regulation; and (b) the expression offer includes the communication in any form and by any means of sufficient information on the terms of the offer and the notes to be offered so as to enable an investor to decide to purchase or subscribe for the notes. Consequently no key information document required by Regulation (EU) No 1286/2014, as amended (the PRIIPs Regulation) for offering or selling the notes or otherwise making them available to retail investors in the EEA has been prepared and therefore offering or selling the notes or otherwise making them available to any retail investor in the EEA may be unlawful under the PRIIPs Regulation.
MiFID II product governance / target market The pricing supplement in respect of any notes may include a legend entitled MiFID II Product Governance which will outline the target market assessment in respect of the notes and which channels for distribution of the notes are appropriate. Any person subsequently offering, selling or recommending the notes (an EU distributor) should take into consideration the target market assessment; however, an EU distributor subject to MiFID II is responsible for undertaking its own target market assessment in respect of the notes (by either adopting or refining the target market assessment) and determining appropriate distribution channels. A determination will be made in relation to each issue about whether, for the purpose of the MiFID Product Governance rules under EU Delegated Directive 2017/593 (the MiFID Product Governance Rules), any agent subscribing for any notes is a manufacturer in respect of such notes, but otherwise neither the agents nor any of their respective affiliates will be a manufacturer for the purpose of the MiFID Product Governance Rules.
Notice to Prospective Investors in the United Kingdom
None of this prospectus supplement, the accompanying prospectus or any related pricing supplement is a prospectus for the purposes of Regulation (EU) 2017/1129 as it forms part of domestic law in the United Kingdom by virtue of the European Union (Withdrawal) Act 2018, as amended by the European Union (Withdrawal Agreement) Act 2020 (the EUWA) (the UK Prospectus Regulation). This prospectus supplement, the accompanying prospectus and any related pricing supplement have been prepared on the basis that any offer of notes in the United Kingdom will only be made to a legal entity which is a qualified investor under the UK Prospectus Regulation (UK Qualified Investors). Accordingly any person making or intending to make an offer in the United Kingdom of notes which are the subject of the offering contemplated in this prospectus supplement, the accompanying prospectus and any related pricing supplement may only do so with respect to UK Qualified Investors. Neither PFC nor the agents have authorized, nor do they authorize, the making of any offer of notes other than to UK Qualified Investors.
PROHIBITION OF SALES TO UNITED KINGDOM RETAIL INVESTORS The notes are not intended to be offered, sold or otherwise made available to and should not be offered, sold or otherwise made available to any retail investor in the United Kingdom. For these purposes: (a) a retail investor means a person who is one (or more) of: (i) a retail client, as defined in point (8) of Article 2 of Regulation (EU) No 2017/565 as it forms part of domestic law in the United Kingdom by virtue of the EUWA; or (ii) a customer within the meaning of the provisions of the United Kingdoms Financial Services and Markets Act 2000, as amended (the FSMA) and any rules or regulations made under the FSMA to implement the Insurance Distribution Directive, where that customer would not qualify as a professional client, as defined in point (8) of Article 2(1) of Regulation (EU) No 600/2014 as it forms part of domestic law in the United Kingdom by virtue of the EUWA; or (iii) not a qualified investor as defined in Article 2 of the UK Prospectus Regulation; and (b) the expression offer includes the communication in
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any form and by any means of sufficient information on the terms of the offer and the notes to be offered so as to enable an investor to decide to purchase or subscribe for the notes. Consequently no key information document required by Regulation (EU) No 1286/2014 as it forms part of domestic law in the United Kingdom by virtue of the EUWA (the UK PRIIPs Regulation) for offering or selling the notes or otherwise making them available to retail investors in the United Kingdom has been prepared and therefore offering or selling the notes or otherwise making them available to any retail investor in the United Kingdom may be unlawful under the UK PRIIPs Regulation.
UK MiFIR product governance / target market The pricing supplement in respect of any notes may include a legend entitled UK MiFIR Product Governance which will outline the target market assessment in respect of the notes and which channels for distribution of the notes are appropriate. Any person subsequently offering, selling or recommending the notes (a UK distributor) should take into consideration the target market assessment; however, a UK distributor subject to the FCA Handbook Product Intervention and Product Governance Sourcebook (the UK MiFIR Product Governance Rules) is responsible for undertaking its own target market assessment in respect of the notes (by either adopting or refining the target market assessment) and determining appropriate distribution channels. A determination will be made in relation to each issue about whether, for the purpose of the UK MiFIR Product Governance Rules, any agent subscribing for any notes is a manufacturer in respect of such notes, but otherwise neither the agents nor any of their respective affiliates will be a manufacturer for the purpose of the UK MiFIR Product Governance Rules.
The communication of this prospectus supplement, the accompanying prospectus, any related pricing supplement and any other document or materials relating to the issue of the notes offered hereby is not being made, and such documents and/or materials have not been approved by an authorized person for the purposes of section 21 of the FSMA. Accordingly, such documents and/or materials are not being distributed to, and must not be passed on to, the general public in the United Kingdom. The communication of such documents and/or materials as a financial promotion is only being made to those persons in the United Kingdom who have professional experience in matters relating to investments and who fall within the definition of investment professionals (as defined in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the Financial Promotion Order)), or who fall within Article 49(2)(a) to (d) of the Financial Promotion Order, or who are any other persons to whom it may otherwise lawfully be made under the Financial Promotion Order (all such persons together being referred to as relevant persons). In the United Kingdom, the notes offered hereby are only available to, and any investment or investment activity to which this prospectus supplement, the accompanying prospectus and any related pricing supplement relates will be engaged in only with, relevant persons. Any person in the United Kingdom that is not a relevant person should not act or rely on this prospectus supplement, the accompanying prospectus or any related pricing supplement or any of their contents.
Notes which have a maturity of less than one year may not be offered or sold other than to persons whose ordinary activities involve them in acquiring, holding, managing or disposing of investments (as principal or as agent) for the purposes of their businesses or who it is reasonable to expect will acquire, hold, manage or dispose of investments (as principal or agent) for the purposes of their businesses where the issue of the notes would otherwise constitute a contravention of Section 19 of the FSMA by PFC.
Any invitation or inducement to engage in investment activity (within the meaning of Section 21 of the FSMA) in connection with the issue or sale of the notes may only be communicated or caused to be communicated in circumstances in which Section 21(1) of the FSMA does not apply to PFC.
All applicable provisions of the FSMA must be complied with in respect to anything done by any person in relation to the notes in, from or otherwise involving the United Kingdom.
Notice to Prospective Investors in Canada
The notes may be sold only to purchasers purchasing, or deemed to be purchasing, as principal that are accredited investors, as defined in National Instrument 45-106 Prospectus Exemptions or subsection 73.3(1) of the Securities Act (Ontario), and are permitted clients, as defined in National Instrument 31-103 Registration Requirements, Exemptions and Ongoing Registrant Obligations. Any resale of the notes must be made in accordance with an exemption from, or in a transaction not subject to, the prospectus requirements of applicable securities laws.
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Securities legislation in certain provinces or territories of Canada may provide a purchaser with remedies for rescission or damages if this prospectus supplement or the accompanying prospectus (including any amendment thereto) contains a misrepresentation, provided that the remedies for rescission or damages are exercised by the purchaser within the time limit prescribed by the securities legislation of the purchasers province or territory. The purchaser should refer to any applicable provisions of the securities legislation of the purchasers province or territory for particulars of these rights or consult with a legal advisor.
Pursuant to section 3A.3 of National Instrument 33-105 Underwriting Conflicts (NI 33-105), the Agents are not required to comply with the disclosure requirements of NI 33-105 regarding underwriter conflicts of interest in connection with this offering.
Notice to Prospective Investors in Hong Kong
The contents of this prospectus supplement, the attached prospectus and the related pricing supplement or term sheet (Offering Documents) have not been reviewed or approved by any regulatory authority in Hong Kong. The notes have not been offered or sold and will not be offered or sold in Hong Kong by means of any document (except for notes which are a structured product as defined in the Securities and Futures Ordinance (Cap. 571) of Hong Kong) (SFO) other than (i) to professional investors as defined in the SFO, and any rules made thereunder or (ii) in other circumstances which do not result in the document being a prospectus as defined in the Companies (Winding Up and Miscellaneous Provisions) Ordinance (Cap. 32) of Hong Kong (C(WUMP)O), or which do not constitute an offer to the public within the meaning of C(WUMP)O; and no advertisement, invitation or document relating to the notes has been or will be issued or has been or will be in the possession of any person for the purposes of issue (in each case whether in Hong Kong or elsewhere) which is directed at, or the contents of which are likely to be accessed or read by, the public of Hong Kong (except if permitted to do so under the securities laws of Hong Kong) other than with respect to notes which are or are intended to be disposed of only to persons outside Hong Kong or only to professional investors as defined in the SFO and any rules made thereunder. The offer of the notes is personal to the person to whom the Offering Documents have been delivered by or on behalf of us, and a subscription for notes will only be accepted from such person. No person to whom a copy of the Offering Documents is issued may issue, circulate or distribute the Offering Documents in Hong Kong or make or give a copy of the Offering Documents to any other person. You are advised to exercise caution in relation to the offer. If you are in any doubt about any of the contents of the Offering Documents, you should obtain independent professional advice.
Notice to Prospective Investors in Japan
The notes have not been and will not be registered under the Financial Instruments and Exchange Law of Japan (the Financial Instruments and Exchange Law) on the ground that the solicitation for subscription of the notes falls within the definition of solicitation to qualified institutional investors as defined un Article 2, paragraph 3, item 2 (I) of the Financial Instruments and Exchange Law. Such solicitation shall be subject to the condition that qualified institutional investors (as defined under the Financial Instruments and Exchange Law, QIIs) who desire to acquire the notes shall be made aware that they shall not transfer the notes to anyone other than other QIIs. Accordingly the notes have not been offered or sold and will not be offered or sold, directly or indirectly, in Japan or to, or for the account or benefit of, any resident of Japan (which term as used herein means any person resident in Japan, including any corporation or other entity organized under the laws of Japan), or to, or for the account or benefit of, others for re-offering or resale, directly or indirectly, in Japan or to, or for the account or benefit of, any resident of Japan, except private placement above pursuant to an exemption from the registration requirements of, and otherwise in compliance with, the Financial Instruments and Exchange Law and any other applicable laws, regulations and ministerial guidelines of Japan.
Notice to Prospective Investors in Korea
The notes have not been and will not be registered with the Financial Services Commission of Korea under the Financial Investment Services and Capital Markets Act of Korea. Accordingly, the notes have not been and will not be offered, sold or delivered, directly or indirectly, in Korea or to, or for the account or benefit of, any resident of Korea (as defined in the Foreign Exchange Transactions Law of Korea and its Enforcement Decree) or to others for re-offering or resale, except as otherwise permitted by applicable Korean laws and regulations. In addition,
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within one year following the issuance of the notes, the notes may not be transferred to any resident of Korea other than a qualified institutional buyer (as such term is defined in the regulation on issuance, public disclosure, etc. of securities of Korea, a Korean QIB) registered with the Korea Financial Investment Association (the KOFIA) as a Korean QIB and subject to the requirement of monthly reports with the KOFIA of its holding of Korean QIB bonds as defined in the Regulation on Issuance, Public Disclosure, etc. of notes of Korea, provided that (a) the notes are denominated, and the principal and interest payments thereunder are made, in a currency other than Korean won, (b) the amount of the securities acquired by such Korean QIBs in the primary market is limited to less than 20 percent of the aggregate issue amount of the notes, (c) the notes are listed on one of the major overseas securities markets designated by the Financial Supervisory Service of Korea, or certain procedures, such as registration or report with a foreign financial investment regulator, have been completed for offering of the securities in a major overseas securities market, (d) the one-year restriction on offering, delivering or selling of securities to a Korean resident other than a Korean QIB is expressly stated in the securities, the relevant underwriting agreement, subscription agreement, and the offering circular and (e) PFC and the agents shall individually or collectively keep the evidence of fulfillment of conditions (a) through (d) above after having taken necessary actions therefor.
Notice to Prospective Investors in Singapore
This prospectus supplement and accompanying prospectus have not been and will not be registered as a prospectus under the Securities and Futures Act, Chapter 289 of Singapore (SFA) by the Monetary Authority of Singapore, and the offer of the notes in Singapore is made primarily pursuant to the exemptions under Sections 274 and 275 of the SFA. Accordingly, this prospectus supplement and accompanying prospectus or any other document or material in connection with the offer or sale, or invitation for subscription or purchase, of the notes may not be circulated or distributed, nor may the notes be offered or sold, or be made the subject of an invitation for subscription or purchase, whether directly or indirectly, to any person in Singapore other than (i) to an institutional investor as defined in Section 4A of the SFA (an Institutional Investor) pursuant to Section 274 of the SFA, (ii) to an accredited investor as defined in Section 4A of the SFA (an Accredited Investor) or other relevant person as defined in Section 275(2) of the SFA (a Relevant Person) and pursuant to Section 275(1) of the SFA, or to any person pursuant to an offer referred to in Section 275(1A) of the SFA, and in accordance with the conditions specified in Section 275 of the SFA and (where applicable) Regulation 3 of the Securities and Futures (Classes of Investors) Regulations 2018, or (iii) otherwise pursuant to, and in accordance with, the conditions of any other applicable exemption or provision of the SFA.
It is a condition of the offer that where the notes are subscribed for or acquired pursuant to an offer made in reliance on Section 275 of the SFA by a Relevant Person which is:
(a) | a corporation (which is not an Accredited Investor), the sole business of which is to hold investments and the entire share capital of which is owned by one or more individuals, each of whom is an Accredited Investor; or |
(b) | a trust (where the trustee is not an Accredited Investor), the sole purpose of which is to hold investments and each beneficiary of the trust is an individual who is an Accredited Investor, |
the securities or securities-based derivatives contracts (each as defined in Section 2(1) of the SFA) of that corporation, and the beneficiaries rights and interest (howsoever described) in that trust, shall not be transferred within 6 months after that corporation or that trust has subscribed for or acquired the notes except:
(1) to an Institutional Investor, an Accredited Investor, a Relevant Person, or which arises from an offer referred to in Section 275(1A) of the SFA (in the case of that corporation) or Section 276(4)(i)(B) of the SFA (in the case of that trust);
(2) where no consideration is or will be given for the transfer;
(3) where the transfer is by operation of law;
(4) as specified in Section 276(7) of the SFA; or
(5) as specified in Regulation 37A of the Securities and Futures (Offers of Investments) (Securities and Securities-based Derivatives Contracts) Regulations 2018.
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Singapore Securities and Futures Act Product ClassificationSolely for the purposes of its obligations pursuant to Sections 309B(1)(a) and 309B(1)(c) of the SFA, the issuer has determined, and hereby notifies all relevant persons (as defined in Section 309A of the SFA) that the notes are prescribed capital markets products (as defined in the Securities and Futures (Capital Markets Products) Regulations 2018) and Excluded Investment Products (as defined in MAS Notice SFA 04-N12: Notice on the Sale of Investment Products and MAS Notice FAA-N16: Notice on Recommendations on Investment Products).
Notice to Prospective Investors in Switzerland
This prospectus supplement and the accompanying prospectus do not constitute an issue prospectus pursuant to Article 652a or Article 1156 of the Swiss Code of Obligations and the notes will not be listed on the SIX Swiss Exchange. Therefore, this prospectus supplement and the accompanying prospectus may not comply with the disclosure standards of the listing rules (including any additional listing rules or prospectus schemes) of the SIX Swiss Exchange. Accordingly, the notes may not be offered to the public in or from Switzerland, but only to a selected and limited circle of investors who do not subscribe to the notes with a view to distribution. Any such investors will be individually approached by the agents from time to time.
Notice to Prospective Investors in Taiwan
The notes have not been and will not be registered with the Financial Supervisory Commission of Taiwan, the Republic of China (Taiwan), pursuant to relevant securities laws and regulations and may not be offered or sold in Taiwan through a public offering or in any manner which would constitute an offer within the meaning of the Securities and Exchange Act of Taiwan or would otherwise require registration with or the approval of the Financial Supervisory Commission of Taiwan. No person or entity in Taiwan has been authorized to offer or sell the notes in Taiwan.
Notice to Prospective Investors in the United Arab Emirates
The notes have not been, and are not being, publicly offered, sold, promoted or advertised in the United Arab Emirates (including the Abu Dhabi Global Market and the Dubai International Financial Centre) other than in compliance with the laws, regulations and rules of the United Arab Emirates, the Abu Dhabi Global Market and the Dubai International Financial Centre governing the issue, offering and sale of securities. Further, this prospectus supplement and the accompanying prospectus do not constitute a public offer of securities in the United Arab Emirates (including the Abu Dhabi Global Market and the Dubai International Financial Centre) and are not intended to be a public offer. This prospectus supplement and the accompanying prospectus have not been approved by or filed with the Central Bank of the United Arab Emirates, the Securities and Commodities Authority, the Financial Services Regulatory Authority or the Dubai Financial Services Authority.
The validity of the notes will be passed upon for PFC by Perkins Coie LLP. Certain legal matters have been passed upon for the agents by Sidley Austin LLP.
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PACCAR Financial Corp.
Medium-Term Notes, Series Q
PROSPECTUS SUPPLEMENT
MUFG
BofA Securities
BNP PARIBAS
J.P. Morgan
Mizuho Securities
RBC Capital Markets
SMBC Nikko
TD Securities
US Bancorp
Wells Fargo Securities
November 1, 2021
PACCAR Financial Corp.
Senior Debt Securities
By this prospectus, we may offer our senior debt securities from time to time.
When we offer these securities, we will provide you with a prospectus supplement describing the terms of the specific issue of securities including the offering price of the securities.
You should read this prospectus and the prospectus supplement relating to the specific issue of securities carefully before you invest.
Investing in the securities involves risks that are described in the Risk Factors section beginning on page 2 of this prospectus.
Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.
The date of this prospectus is November 1, 2021.
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This prospectus is part of a registration statement that we have filed with the Securities and Exchange Commission utilizing a shelf registration process. Under this shelf process, we may sell different types of securities described in this prospectus in one or more offerings. This prospectus provides you with a general description of the securities we may offer. Each time we sell securities, we will provide one or more supplements to this prospectus that will contain specific information about the terms of that offering and the securities offered by us in that offering. Any such supplement may also add, update or change information in this prospectus. You should read each of this prospectus and any such supplement together with additional information described under the headings Where You Can Find More Information and Incorporation of Information We File with the SEC.
This prospectus contains summaries of certain provisions contained in some of the documents described herein, but reference is made to the actual documents for complete information. All of the summaries are qualified in their entirety by reference to the actual documents. Copies of some of the documents referred to herein have been filed or will be filed or incorporated by reference as exhibits to the registration statement of which this prospectus is a part, and you may obtain copies of those documents as described below in the section entitled Where You Can Find More Information.
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PFC, a Washington corporation, was incorporated in 1961 as a wholly owned subsidiary of PACCAR Inc (PACCAR) to finance the sale of PACCAR products.
PFC principally provides financing and leasing of PACCAR manufactured trucks and other transportation equipment sold through the Kenworth and Peterbilt independent dealer networks in the United States. PFC also finances dealer inventories of new and used transportation equipment. PACCAR Leasing Company, a division of PFC operating as PacLease, franchises Kenworth and Peterbilt dealerships to engage in full-service and finance leasing. In selected markets, PacLease directly engages in full-service leasing with its customers through PFC-owned stores and through Kenworth and Peterbilt dealerships.
Our principal executive offices are located at 777 106th Avenue N.E., Bellevue, Washington 98004; our telephone number is (425) 468-7100.
If you want to find more information about us, please see the sections entitled Where You Can Find More Information and Incorporation of Information We File with the SEC in this prospectus.
In this prospectus, PFC, we, us and our refer specifically to PACCAR Financial Corp., the issuer of the securities offered under this prospectus.
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Our business is subject to uncertainties and risks. You should carefully consider and evaluate all of the information included and incorporated by reference in this prospectus, including the risk factors incorporated by reference from our most recent Annual Report on Form 10-K, as updated by our subsequent Quarterly Reports on Form 10-Q and other filings we make with the Securities and Exchange Commission (the SEC). It is possible that our business, financial condition, liquidity or results of operations could be materially adversely affected by any of these risks.
We intend to use the proceeds from the sale of the securities for general corporate purposes, unless otherwise specified in the prospectus supplement relating to a specific issue of securities. Our general corporate purposes may include the repayment of existing indebtedness, including indebtedness to PACCAR and its subsidiaries, and may include loans to or investments in PACCAR and PACCARs other finance and leasing subsidiaries.
General
The operations of PFC are dependent on its relationship with PACCAR. Sales of PACCAR products are PFCs principal source of its financing business. PFC receives administrative support from and pays dividends to its parent company and periodically borrows funds from or lends money to PACCAR and/or its affiliates. PFCs principal office is located in the corporate headquarters building of PACCAR (owned by PACCAR). PFC also leases office space from one facility owned by PACCAR and five facilities leased by PACCAR. Since the directors of PFC are all executives of PACCAR and PACCAR is the sole owner of PFCs outstanding voting common stock, PACCAR can determine the course of PFCs business.
Support Agreement
We have a support agreement with PACCAR that obligates PACCAR:
| to provide financial assistance to us when required; and |
| to own, directly or indirectly, all of our outstanding voting stock. |
PACCAR is required to provide financial assistance to us if our ratio of net earnings available for fixed charges to fixed charges, as defined in the support agreement, is less than 1.25 to 1 for any fiscal year. PACCAR must provide financial assistance as necessary to meet the ratio requirement if this ratio is not satisfied. We met the required ratios for the years ended December 31, 2016, 2017, 2018, 2019 and 2020 without assistance from PACCAR.
PFC and PACCAR may amend or cancel the support agreement upon 30 days notice. The amendment or termination will be effective only if:
| two nationally recognized statistical rating organizations which have issued ratings with respect to PFCs debt confirm in writing that their ratings for PFCs debt would remain the same after the amendment or cancellation, or |
| the notice provides that the support agreement will continue in effect with respect to any of PFCs then outstanding debt which is rated by a nationally recognized statistical rating organization until that debt has been paid or defeased in accordance with its terms, or |
| the holders of at least two-thirds of the principal amount of all outstanding debt of PFC with an original maturity in excess of 270 days which is rated by a nationally recognized statistical rating organization consent in writing to the amendment or cancellation. In this situation, the holders of any debt with an original maturity of 270 days or less shall continue to have the benefit of the support agreement until the maturity of their debt. |
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PACCARs obligations to PFC do not constitute a guarantee of any indebtedness or liability of PFC and do not create any rights against PACCAR by any third person. There are no direct or indirect guarantees by PACCAR for the payment of the securities to be issued under this prospectus or of any other indebtedness of PFC.
The senior debt securities will be issued under an Indenture dated as of November 20, 2009 between PFC and The Bank of New York Mellon Trust Company, N.A., as trustee (the Indenture). Securities issued under the Indenture are unsecured senior indebtedness of PFC and are not limited to any aggregate amount. A copy of the Indenture is incorporated by reference as an exhibit to the registration statement of which this prospectus is a part. The summary of the material provisions of the Indenture in the Provisions of the Indenture section below is not complete, and is subject to and qualified in its entirety by reference to the provisions of the Indenture, including the definitions of terms.
Terms of the Securities
PFC may issue the securities from time to time and in one or more series, without limitation as to aggregate principal amount. PFC may issue the securities upon the terms fixed or established in a supplemental indenture or in, or pursuant to, a resolution of the Board of Directors of PFC and set forth in a certificate of an officer of PFC who has been authorized by the Board of Directors to take that kind of action. (See Section 301 of the Indenture). Any resolution or officers certificate approving the issuance of any issue of securities will establish the terms of that issue, including:
| the title of the securities; |
| any limit on the aggregate principal amount of the securities; |
| the date or dates on which the securities will mature; |
| the rate or rates per annum at which the securities will bear interest, if any, or the manner in which the interest rate or rates are determined, and the date or dates from which interest, if any, will accrue; |
| the dates on which interest, if any, on the securities will be payable and the related record dates; |
| any obligation of PFC to redeem or purchase the securities pursuant to any sinking fund or analogous provisions or at the option of the holder of the securities; |
| whether the securities are to be issued in the form of one or more global securities and the identity of the depositary for global securities; |
| any redemption terms; |
| any additional covenants for the benefit of the holders of the securities; |
| the currency for payment of principal and interest if other than United States dollars; |
| whether the amount of payments of principal, premium and interest on the securities may be determined with reference to an index, formula or other method and the manner in which the amounts shall be determined; and |
| other terms, including, but not limited to, PFCs ability to satisfy and discharge its obligations under the Indenture more than one year prior to the maturity or redemption of the securities. (See Sections 301 and 401 of the Indenture). |
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Please see the accompanying prospectus supplement you have received or will receive for the terms of the specific securities being offered.
Prospective purchasers of securities should be aware that special United States Federal income tax, accounting and other considerations may be applicable to the specific securities being offered. See United States Federal Income Taxation in this prospectus and any other considerations described in the applicable supplement to this prospectus.
Transfer of the securities will be registered at the corporate trust office of the trustee. No service charge will be made for any transfer or exchange of the securities, but PFC may require payment of a sum sufficient to cover any tax or other governmental charge payable.
Global Securities
PFC may issue series of securities in global form that will be deposited with, or on behalf of, The Depository Trust Company (DTC), the initial depositary, unless otherwise specified in the applicable prospectus supplement. If any securities are issued in global form, please see the accompanying prospectus supplement you have received or will receive for the terms of the specific debt securities being offered. Unless the prospectus supplement states different terms for the securities being offered, global securities will have the following terms:
| A global security may not be transferred except as a whole by the depositary to a nominee or to a successor of the depositary, unless exchanged for securities in certificated form. (See Sections 303 and 305 of the Indenture). |
| Only persons that have accounts with the depositary or its nominee, which we refer to as a participant, or that may hold interests through a participant may own beneficial interests in a global security. These accounts will be designated by the applicable underwriters or agents or by PFC if the securities are offered and sold directly by PFC. |
| Upon the issuance of a global security, the depositary will credit the principal amounts of the securities to the participants accounts on its book-entry registration and transfer system. Ownership and transfer of the ownership of a beneficial interest in a global security will be shown on and effected only through records maintained by the depositary or by the records of participants (with respect to interests of persons held through participants). (See Section 308 of the Indenture). |
| So long as the depositary is the registered owner of a global security, the depositary will be considered the sole owner of the securities represented by the global security for all purposes under the Indenture. (See Sections 303 and 308 of the Indenture). Owners of beneficial interests in a global security will not be entitled to: have the securities represented by the global security registered in their names; receive physical delivery of the securities in certificated form; or be considered the owners of the global security under the Indenture. |
| Payments on global securities registered in the name of the depositary will be made to the depositary. The depositary will confirm to PFC that payments made with respect to a global security will immediately be credited to the participants accounts according to their interests as shown on the records of the depositary. The depositary shall be solely responsible for its records relating to beneficial ownership interests in the global security and for the allocation and distribution of payments made by PFC to the depositary. (See Section 308 of the Indenture). |
| Each participant is responsible to make payments to the owners of beneficial interests in the global security held through that participant. Participants have the same obligation with respect to securities registered in street name and held for the accounts of customers. The participants shall be solely responsible for their records relating to beneficial ownership interests in the global security and for the allocation and distribution of payments made by the depositary to the participants. (See Section 308 of the Indenture). |
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| If the depositary for any global security resigns or is unable to continue as depositary and a successor depositary is not appointed by PFC within ninety days, PFC will issue securities in certificated form in exchange for the global security. (See Section 305 of the Indenture). |
| PFC may at any time and in its sole discretion, subject to the procedures of the depositary, determine not to have the securities represented by a global security. In that event, PFC will issue securities of the same series in certificated form in exchange for the global security. (See Section 305 of the Indenture). |
The laws of some states may require that certain purchasers of securities take physical delivery of securities in definitive form. This type of law may impair the ability to transfer beneficial interests in a global security.
DTC Procedures
Unless otherwise specified in an applicable prospectus supplement, DTC will act as securities depository for securities issued in book-entry form. The following is based on information furnished by DTC:
Securities in book-entry form (Global Securities) will be issued as fully registered securities registered in the name of Cede & Co. (DTCs partnership nominee) or such other name as may be requested by an authorized representative of DTC. One fully registered Global Security will be issued for each issue of securities in book-entry form, each in the aggregate principal amount of such issue, and will be deposited with DTC. If, however, the aggregate principal amount of any issue exceeds $500,000,000, one Global Security will be issued with respect to each $500,000,000 of principal amount and an additional Global Security will be issued with respect to any remaining principal amount of the issue.
DTC is a limited-purpose trust company organized under the New York Banking Law, a banking organization within the meaning of the New York Banking Law, a member of the Federal Reserve System, a clearing corporation within the meaning of the New York Uniform Commercial Code, and a clearing agency registered pursuant to the provisions of Section 17A of the Securities Exchange Act of 1934, as amended (the Exchange Act). DTC holds securities that its participants deposit with DTC. DTC also facilitates the post-trade settlement among participants of sales and other securities transactions in deposited securities through electronic computerized book-entry transfers and pledges between participants accounts. This eliminates the need for physical movement of securities certificates. Direct participants of DTC include both U.S. and non-U.S. securities brokers and dealers (including agents), banks, trust companies, clearing corporations and certain other organizations. DTC is a wholly-owned subsidiary of The Depository Trust & Clearing Corporation (DTCC). DTCC, in turn, is owned by a number of its direct participants and Members of the National Securities Clearing Corporation, Fixed Income Clearing Corporation, and Emerging Markets Clearing Corporation (NSCC, FICC, and EMCC, also subsidiaries of DTCC), as well as by the New York Stock Exchange, Inc. and the Financial Industry Regulatory Authority, Inc. Access to DTCs system is also available to others such as both U.S. and non-U.S. securities brokers and dealers, banks, trust companies and clearing corporations that clear through or maintain a custodial relationship with a direct participant, either directly or indirectly. The rules applicable to DTC and its participants are on file with the SEC. More information about DTC can be found at www.dtcc.com and www.dtc.org.
Purchasers of securities in book-entry form under DTCs system must be made by or through direct participants, which will receive a credit for those securities in book-entry form on DTCs records. The ownership interest of each actual purchaser of each security in book-entry form represented by a Global Security (beneficial owner) is, in turn, to be recorded on the records of direct participants and indirect participants. Beneficial owners of securities in book-entry form will not receive written confirmation from DTC of their purchase. Beneficial owners are, however, expected to receive written confirmations providing details of the transaction, as well as periodic statements of their holdings, from the direct or indirect participants through which the beneficial owner entered into the transaction. Transfers of ownership interests in a Global Security representing securities in book-entry form are to be accomplished by entries made on the books of direct or indirect participants acting on behalf of beneficial owners. Beneficial owners of a Global Security representing securities in book-entry form will not receive securities in certificated form representing their ownership interests therein, except in the event that use of the book-entry system for such securities in book-entry form is discontinued.
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To facilitate subsequent transfers, all Global Securities representing securities in book-entry form which are deposited with DTC are registered in the name of DTCs partnership nominee, Cede & Co. or such other name as may be requested by an authorized representative of DTC. The deposit of Global Securities with DTC and their registration in the name of Cede & Co. or such other DTC nominee do not effect any change in beneficial ownership. DTC has no knowledge of the actual beneficial owners of the Global Securities representing the securities in book-entry form; DTCs records reflect only the identity of the direct participants to whose accounts such securities in book-entry form are credited, which may or may not be the beneficial owners. The direct or indirect participants will remain responsible for keeping account of their holdings on behalf of their customers.
Conveyance of notices and other communications by DTC to direct participants, by direct participants to indirect participants, and by direct participants and indirect participants to beneficial owners, will be governed by arrangements among them, subject to any statutory or regulatory requirements as may be in effect from time to time. Beneficial owners may wish to take certain steps to augment the transmission to them of notices of significant events with respect to the securities, such as redemptions, tenders, defaults, and proposed amendments to the securities. For example, beneficial owners may wish to ascertain that the nominee holding the securities for their benefit has agreed to obtain and transmit notices to beneficial owners. In the alternative, beneficial owners may wish to provide their names and addresses to the registrar and request that copies of notices be provided directly to them.
Neither DTC nor Cede & Co. (nor any other DTC nominee) will consent or vote with respect to the Global Securities representing the securities in book-entry form unless authorized by a direct participant in accordance with DTCs procedures. Under its usual procedures, DTC mails an omnibus proxy to PFC as soon as possible after the record date. The omnibus proxy assigns Cede & Co.s consenting or voting rights to those direct participants to whose accounts the securities in book-entry form are credited on the applicable record date (identified in a listing attached to the omnibus proxy).
PFC will make principal, premium, if any, and/or interest, if any, payments on the Global Securities representing the securities in book-entry form in immediately available funds to Cede & Co., or such other nominee as may be requested by an authorized representative of DTC. DTCs practice is to credit direct participants accounts, upon DTCs receipt of funds and corresponding details, on the applicable payment date in accordance with their respective holdings shown on DTCs records. Payments by participants to beneficial owners will be governed by standing instructions and customary practices, as is the case with securities held for the accounts of customers in bearer form or registered in street name, and will be the responsibility of the applicable participant and not of DTC, PFC or the trustee, subject to any statutory or regulatory requirements as may be in effect from time to time. Payment of principal, premium, if any, and/or interest, if any, to Cede & Co. (or such other nominee as may be requested by an authorized representative of DTC) is the responsibility of PFC or the trustee, disbursement of payments to direct participants will be the responsibility of DTC, and disbursement of payments to the beneficial owners will be the responsibility of direct and indirect participants.
If applicable, redemption notices shall be sent to Cede & Co. If less than all of the securities in book-entry form of like tenor and terms are being redeemed, DTCs practice is to determine by lot the amount of the interest of each direct participant in the issue to be redeemed.
A beneficial owner will give notice of any option to elect to have its securities in book-entry form repaid by PFC, through its participant, to the trustee, and shall effect delivery of the applicable securities in book-entry form by causing the direct participant to transfer the participants interest in the Global Security in book-entry form, on DTCs records, to the paying agent. The requirement for physical delivery of securities in book-entry form in connection with a demand for repayment will be deemed satisfied when the ownership rights in the Global Security or Securities representing the securities in book-entry form are transferred by direct participants on DTCs records and followed by a book-entry credit of the Global Security or Securities to the paying agents DTC account.
DTC may discontinue providing its services as depository with respect to the securities in book-entry form at any time by giving reasonable notice to PFC or the trustee. Under such circumstances, in the event that a successor depository is not obtained, securities in certificated form are required to be printed and delivered.
PFC may decide to discontinue use of the system of book-entry transfers through DTC or a successor securities depository. In that event, securities in certificated form will be printed and delivered to DTC.
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The laws of some states may require that certain purchasers of securities take physical delivery of securities in definitive form. Such limits and laws may impair the ability to own, transfer or pledge beneficial interests in Global Securities.
So long as DTC, or its nominee, is the registered owner of a Global Security, DTC or its nominee, as the case may be, will be considered the sole owner or holder of the securities represented by the Global Security for all purposes under the Indenture. Except as provided below, beneficial owners of a Global Security will not be entitled to have the securities represented by a Global Security registered in their names, will not receive or be entitled to receive physical delivery of the securities in certificated form and will not be considered the owners or holders thereof under the Indenture, including for purposes of receiving any reports delivered by PFC or the trustee under the Indenture. Accordingly, each person owning a beneficial interest in a Global Security must rely on the procedures of DTC and, if that person is not a participant, on the procedures of the participant through which that person owns its interest, to exercise any rights of a holder under the Indenture. PFC understands that under existing industry practices, in the event that PFC requests any action of holders or that an owner of a beneficial interest in a Global Security desires to give or take any action which a holder is entitled to give or take under the Indenture, DTC would authorize the participants holding the relevant beneficial interests to give or take the desired action, and the participants would authorize beneficial owners owning through the participants to give or take the desired action or would otherwise act upon the instructions of beneficial owners. Conveyance of notices and other communications by DTC to participants, by participants to indirect participants and by participants and indirect participants to beneficial owners will be governed by arrangements among them, subject to any statutory or regulatory requirements as may be in effect from time to time.
Exchange for Securities in Certificated Form
If:
(a) | DTC is at any time unwilling or unable to continue as depository and a successor depository is not appointed by PFC within 90 days, or |
(b) | PFC determines that the Global Securities shall be exchangeable for securities in certificated form, or |
(c) | An event of default under the Indenture has occurred and is continuing with respect to the securities, |
the Global Security or Global Securities will be exchangeable for securities in certificated form of like tenor and terms and of different authorized denominations aggregating an equal aggregate principal amount. The certificated securities will be registered in the name or names as DTC provides to the paying agent. It is expected that instructions may be based upon directions received by DTC from participants with respect to ownership of beneficial interests in Global Securities.
The information in this section concerning DTC and DTCs system has been obtained from sources that PFC believes to be reliable, but PFC takes no responsibility for the accuracy of the information.
Provisions of the Indenture
Unless the prospectus supplement states different terms for the securities being offered, the securities will be covered by the following provisions of the Indenture:
| principal and interest on the securities will be payable at the corporate trust office of the trustee, except that payment of interest may be made at the option of PFC by check mailed to the registered address of the person entitled to the interest. (See Sections 301 and 1002 of the Indenture). |
| the securities will be issued only in fully registered form without coupons. (See Section 302 of the Indenture). |
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| the securities will be denominated in United States dollars and will be issued in denominations of $1,000 or any integral multiple of $1,000. (See Sections 301 and 302 of the Indenture). |
| the transfer of the securities will be registerable at the corporate trust office of the trustee. (See Section 305 of the Indenture). |
| the securities may be issuable in whole or in part in the form of one or more global securities, as described in the Global Securities section above. (See Sections 203, 301 and 305 of the Indenture). |
| securities of a single series may be issued at various times, with different maturity dates and interest rates and may otherwise vary, all as provided in the Indenture. (See Section 301 of the Indenture). |
| securities may be issued as original issue discount securities (bearing no interest or bearing interest at a rate which at the time of issue is significantly below market rates) to be sold at a substantial discount below their principal amount. (See Section 301 of the Indenture). If any securities are issued as original issue discount securities, the terms will be described in the prospectus supplement relating to the securities. |
Limitation on Liens. PFC will not permit any lien or security interest on its property or on the property of its majority owned subsidiaries, except any lien or security interest existing on the date of first issuance of any securities of a series or as permitted by the Indenture. (See Section 1005 of the Indenture). The Indenture allows PFC to incur secured debt after the first date of issuance of securities of a series, if the securities of that series are secured equally and ratably with all other secured debt. The Indenture also permits PFC to incur secured debt, without providing security for the securities issued under the Indenture, in the following situations:
| The aggregate amount of all secured debt (excluding secured debt permitted under any of the other exceptions listed immediately below) would not exceed 15% of PFCs Consolidated Assets. |
| Liens or security interests on the stock or property of any corporation that existed at the time that corporation became a majority owned subsidiary of PFC. |
| Liens or security interests for debt between PFC and its majority owned subsidiaries or between PFCs majority owned subsidiaries. |
| Liens or security interests in favor of any governmental body to secure progress, advance or other payments pursuant to any contract, statute or rule of court. |
| Liens or encumbrances on property repossessed by PFC or its subsidiaries in the ordinary course of their business. |
| Bankers liens or other rights of offset. |
| Liens or security interests on property, and related rentals that existed at the time of acquisition of the property, or to secure debt for the purchase price of the property or the construction on the property, or were created prior to or within 180 days after the acquisition of the property or the completion of construction, for the purpose of financing all or part of the purchase price of or construction on the property. |
| Any extension, renewal or replacement of any lien or security interest described above that is limited to the same property (plus improvements on such property) that secured the prior lien or security interest. |
Consolidated Assets means the aggregate amount of assets (less applicable reserves for depreciation, amortization, unearned finance charges, allowance for credit losses and other properly deductible items) after deducting therefrom all goodwill, trade names, trademarks, patents, organization expenses and other like intangibles, all as set forth on the most recent balance sheet of PFC and its consolidated majority owned subsidiaries and computed in accordance with generally accepted accounting principles.
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Event Risks. The Indenture does not prohibit a change of control of PFC or a recapitalization or highly leveraged transaction, unless the transaction or change of control includes a merger, consolidation or transfer of all or substantially all of the assets of PFC. See Mergers and Sales of Assets by PFC. There are no provisions for a right to acquire any increased interests or any other rights that would afford holders of the securities additional protection in the event of a change of control of PFC or a recapitalization or highly leveraged transaction. The support agreement requires PACCAR to own, directly or indirectly, all outstanding voting stock of PFC and to provide financial assistance to PFC under certain circumstances. See Relationship with PACCARSupport Agreement.
Mergers and Sales of Assets by PFC. PFC may consolidate or merge with any other corporation, and it may transfer all or substantially all of its assets to another corporation, if the following conditions are satisfied (See Article 8 of the Indenture):
| The surviving corporation, if other than PFC, shall be organized and existing under the laws of the United States, any State or the District of Columbia, and shall expressly assume payment of the principal of and premium, if any, and interest on the securities issued under the Indenture and the performance and observance of the Indenture; |
| PFC or the successor corporation shall not immediately after the transaction be in default under the Indenture; and |
| PFC and its property shall not become subject to a lien or security interest prohibited by the Indenture. |
Except as permitted above, PFC has agreed to preserve its corporate existence. (See Section 1004 of the Indenture).
Satisfaction and Discharge. PFC may discharge its obligations under the securities of a specific series (See Article Four of the Indenture) when it satisfies the following requirements with respect to the securities of that series:
| PFC irrevocably deposits with the trustee in trust, sufficient funds to pay the principal of and premium, if any, and interest to maturity or redemption on the securities, or if the securities are payable in United States dollars, the amount of direct obligations of or fully guaranteed by the United States as will be sufficient to pay when due the principal of and premium, if any, and interest to maturity or redemption on the securities; |
| PFC pays all other sums payable on the securities, and |
| if the deposit identified above occurs more than one year prior to the maturity or redemption of the securities, notice has been given to the holders of the securities, and the trustee has received an opinion of recognized tax counsel to the effect that the deposit and discharge will not result in recognition by the holders of the securities of income, gain or loss for United States Federal income tax purposes other than income, gain or loss which would have been recognized in like amount and at a like time absent the deposit, satisfaction and discharge. |
Upon discharge, the holders of the securities of the specific series will no longer be entitled to the benefits of the Indenture, except for the purposes of registration of transfer and exchange of the securities. The holders shall be paid only from the deposited funds or obligations.
Events of Default. The following are Events of Default under the Indenture (see Section 501 of the Indenture) with respect to the securities of any series:
| a default in the payment of principal of or any premium on any security of that series when due; |
| a default in the payment of any interest on any security of that series when due and continuance of such default for 30 days; |
| a default in the deposit of any sinking fund payment when due in respect of any security of that series; |
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| a default in the performance of any other covenant of PFC in the Indenture other than a covenant included in the Indenture solely for the benefit of a series of securities other than that series, and continuance of that default for 90 days after written notice; |
| a default under any mortgage, indenture or instrument evidencing indebtedness of PFC, including the Indenture, which has resulted in the acceleration of indebtedness in excess of $100,000,000 in aggregate principal amount except that this amount shall not apply in respect to a default on securities of another series covered by the Indenture and the acceleration shall not have been rescinded or the indebtedness discharged within a period of 30 days after written notice as provided in the Indenture; |
| an event of bankruptcy, insolvency or reorganization as defined in the Indenture (a bankruptcy event); and |
| any other event of default provided for that series of securities. |
If an Event of Default with respect to the securities of any series occurs and is continuing other than as a result of a bankruptcy event, the principal amount of all the securities of that series may be declared to be due and payable immediately by written notice as provided in the Indenture. If the securities of that series are original issue discount securities, the portion of the principal amount as may be specified in the terms of that series may be declared due and payable. This declaration may be made by either the trustee or the holders of at least 25% in aggregate principal amount of the outstanding securities of that series. The holders of a majority in principal amount of the outstanding securities of that series may, under the circumstances described in the Indenture, rescind and annul the acceleration. If an Event of Default with respect to the securities of any series occurs and is continuing as a result of the occurrence of a bankruptcy event, the principal amount (or, in the case of original issue discount securities, the portion thereof specified in the terms of that series) of all the securities of that series shall automatically become due and payable. (See Section 502 of the Indenture).
The trustee has the duty to act with the required standard of care during an Event of Default. The trustee is not obligated to exercise any of its rights or powers under the Indenture or to institute, conduct or defend any litigation under, or in relation to, the Indenture at the request or direction of any of the holders, unless the holders have offered to the trustee indemnity satisfactory to it. (See Section 603 of the Indenture). Subject to the provisions for the indemnification of the trustee and other conditions specified in the Indenture (see Section 512 of the Indenture), the holders of a majority in principal amount of the outstanding securities of any series will have the right to direct the time, method and place of:
| conducting any proceeding for any remedy available to the trustee, or |
| exercising any trust or power conferred on the trustee, with respect to the securities of that series. |
The right of a holder of any security to institute a proceeding with respect to the Indenture is subject to certain conditions specified in the Indenture. (See Section 507 of the Indenture). Each holder has an absolute right to receive payment of principal, premium and interest, if any, when due and to institute suit for the enforcement of any such payment. (See Section 508 of the Indenture). The Indenture provides that the trustee is required to give the holders of the securities of any series written notice of any default within 90 days after the occurrence of the default, unless previously cured or waived. In the case of default in the payment of principal, premium or interest, or in the payment of any sinking fund or redemption installment, the trustee may withhold the notice of default if it determines it is in the interest of such holders to do so. (See Section 602 of the Indenture).
PFC is required to furnish to the trustee annually a statement as to the performance by PFC of its obligations under the Indenture and as to any default in its performance. (See Section 1006 of the Indenture).
Modification and Waiver. PFC and the trustee may amend the Indenture with the consent of the holders of not less than a majority in principal amount of the outstanding securities of each series affected by the amendment. (See Section 902 of the Indenture). The Indenture may not be amended without the consent of the holder of each outstanding security adversely affected if the amendment:
| changes the stated maturity date of the principal or interest on any security; |
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| reduces the principal, premium or rate of interest on any security; |
| changes the method for determination of the rate of interest on any security so as to adversely affect the interests of the holder; |
| changes the premium payable upon the redemption of any security; |
| reduces the amount of principal of an original issue discount security payable upon acceleration of the maturity of the original issue discount security; |
| changes the place or currency of payment of principal, premium or interest on any security; |
| impairs the right to institute suit for the enforcement of any payment on any security; or |
| reduces the percentage of holders whose consent is required for amendment of the Indenture, waiver of compliance with the Indenture or waiver of defaults under the Indenture. |
The Indenture also contains provisions permitting PFC and the trustee, without notice to or the consent of the holders of any securities issued thereunder, to modify or amend the Indenture. (See Section 901 of the Indenture). Such amendment may be effected, for among other reasons, in order to:
| evidence the succession of another corporation to PFC and the assumption by any such successor of the covenants of PFC contained in the Indenture and the securities; |
| add to PFCs covenants for the benefit of the holders of all or any series of securities issued under the Indenture or to surrender any right or power conferred upon PFC with respect to all or any series of securities issued under the Indenture; |
| add any additional Events of Default with respect to all or any series of securities issued under the Indenture; |
| secure the securities; |
| establish the form or terms of securities of any series; |
| evidence and provide for the acceptance of appointment under the Indenture by a successor trustee with respect to the securities of one or more series and add to or change any of the provisions of the Indenture as shall be necessary to provide for or facilitate the administration of the trusts under the Indenture by more than one trustee; or |
| cure any ambiguity or correct or supplement any provision which may be inconsistent with other provisions or to make any other provisions with respect to matters or questions arising under the Indenture which shall not adversely affect the interests of the holders of any series of securities issued thereunder. |
The holders of a majority in principal amount of the outstanding securities of each series may, on behalf of all holders of securities of that series:
| waive compliance by PFC with some restrictive provisions of the Indenture (see Section 1007 of the Indenture), and |
| waive any past default under the Indenture with respect to securities of that series (see Section 513 of the Indenture), except for a default in the payment of principal, premium or interest, or in respect of a covenant or condition which cannot be waived without the consent of each holder of securities of that series. |
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Regarding the Trustee
The Bank of New York Mellon Trust Company, N.A. serves as trustee under the Indenture. Affiliates of the trustee may engage in transactions with and perform services for PFC and its affiliates in the ordinary course of business. From time to time, affiliates of the trustee may engage in commercial banking transactions with PFC and its affiliates. An affiliate of the trustee is a lender under our credit facility agreements.
Governing Law
The Indenture and the securities will be governed by, and construed in accordance with, the laws of the State of New York.
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UNITED STATES FEDERAL INCOME TAXATION
The following is a discussion of material U.S. federal income tax considerations relating to the purchase, ownership and disposition of the securities and is the opinion of Perkins Coie LLP, our tax counsel, insofar as it relates to matters of U.S. federal income tax law and legal conclusions with respect to those matters. The opinion of our counsel is dependent on the accuracy of representations made by us to them. Any special U.S. federal income tax considerations, not otherwise discussed herein, which are applicable to any particular issue of securities will be discussed in the applicable prospectus supplement or pricing supplement.
This discussion is based upon the provisions of the Internal Revenue Code of 1986, as amended (the Code), treasury regulations promulgated thereunder (the Treasury Regulations), court decisions and administrative interpretations, all as in effect on the date of this prospectus, and which are subject to change, possibly with retroactive effect, or are subject to differing interpretations. Changes in these authorities may cause the tax consequences to vary substantially from the consequences described below.
This discussion is limited to persons who hold securities as capital assets for tax purposes. This discussion does not address all tax considerations that may be important to you in light of your particular circumstances nor does it purport to deal with persons subject to special tax rules (except where otherwise specifically noted), such as financial institutions, insurance companies, real estate investment trusts, regulated investment companies, entities classified as partnerships for U.S. federal income tax purposes, dealers in securities or currencies, persons holding securities as a hedge against currency risks or as a position in a straddle or as part of a hedging or conversion transaction for tax purposes, or persons whose functional currency is not the United States dollar. In addition, this discussion is limited to the original purchasers of securities who purchase securities at the issue price (as defined below), except where otherwise specifically noted.
If you are considering the purchase of securities, you should consult your own tax advisor concerning the application of U.S. federal income tax laws to your particular situation as well as any consequences of the purchase, ownership and disposition of the securities arising under the laws of any other taxing jurisdiction.
As used in this prospectus, the term U.S. Holder means a beneficial owner of a security that is a U.S. citizen or U.S. resident alien, a corporation, or other entity taxable as a corporation for U.S. federal income tax purposes, that was created or organized in or under the laws of the United States, any state thereof or the District of Columbia, an estate whose income is subject to U.S. federal income taxation regardless of its source, or a trust that either is subject to the supervision of a court within the United States and has one or more U.S. persons with authority to control all of its substantial decisions or has a valid election in effect under applicable Treasury Regulations to be treated as a U.S. person.
As used herein, the term non-U.S. Holder means a beneficial owner of a security (other than a partnership) that is not a U.S. Holder.
If a partnership (including for this purpose any entity or arrangement treated as a partnership for U.S. federal income tax purposes) is the beneficial owner of any security, the tax treatment of a partner in that partnership generally will depend upon the status of such partner and the activities of such partnership. If you are a partnership or a partner in a partnership holding securities, you should consult your own tax advisor as to the U.S. federal income tax consequences applicable to you.
U.S. Holders
Payments of Interest
Except as set forth below, payments of interest on a security, including qualified stated interest (as defined below), generally will be taxable to you as ordinary interest income at the time such payments are accrued or are received (in accordance with your regular method of tax accounting).
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Discount Securities
Securities issued with original issue discount (Discount Securities) are subject to special tax accounting rules. If you own Discount Securities, you generally must include original issue discount (OID) in gross income before you receive the cash attributable to that income. However, you generally will not be required to include in gross income cash payments you receive on the Discount Securities to the extent those payments do not constitute qualified stated interest. The following summary provides more specific detail with respect to the special accounting rules applicable to Discount Securities.
A security generally will be treated as a Discount Security if its stated redemption price at maturity exceeds its issue price by an amount equal to or greater than a specified de minimis amount (generally 1⁄4 of 1% of the securitys stated redemption price at maturity multiplied by the number of complete years to its maturity). The issue price of each security of an issue of securities equals the first price at which a substantial amount of the securities has been sold to the public. The stated redemption price at maturity of a security is the sum of all payments provided by the security other than qualified stated interest payments. The term qualified stated interest generally means stated interest that is unconditionally payable in cash or property (other than debt instruments of the issuer) at least annually at a single fixed rate over the entire term of the security.
Payments of qualified stated interest on a security are taxable to you as ordinary income at the time such payments are accrued or are received (in accordance with your regular method of tax accounting). If you own a Discount Security, you must include OID in income as ordinary income as it accrues under a constant yield method in advance of receipt of the cash payments attributable to such income, regardless of your regular method of tax accounting. In general, the amount of OID included in income is the sum of the daily portions of OID with respect to the Discount Security for each day during the taxable year (or portion of the taxable year) on which you held the Discount Security. The daily portion of OID on any Discount Security is determined by allocating to each day in any accrual period a ratable portion of the OID allocable to that accrual period. An accrual period may be of any length and the accrual periods may vary in length over the term of the Discount Security, provided that each accrual period is no longer than one year and each scheduled payment of principal or interest occurs either on the final day of an accrual period or on the first day of an accrual period. The amount of OID allocable to each accrual period generally is equal to the excess, if any, of:
| the Discount Securitys adjusted issue price at the beginning of the accrual period multiplied by its yield to maturity (determined on the basis of compounding at the close of each accrual period and appropriately adjusted to take into account the length of the particular accrual period); over |
| the amount of any qualified stated interest payments allocable to such accrual period. |
OID allocable to a final accrual period is the excess, if any, of the amount payable at maturity (other than a payment of qualified stated interest) over the adjusted issue price at the beginning of the final accrual period. Special rules apply for calculating OID for an initial short accrual period. The adjusted issue price of a Discount Security at the beginning of any accrual period is the sum of the issue price of the Discount Security plus the amount of OID allocable to all prior accrual periods minus the amount of any prior payments on the Discount Security that were not qualified stated interest payments. Under these rules, you generally must include in income increasingly greater amounts of OID in successive accrual periods.
In the case of a security issued with de minimis OID, you generally must include such de minimis OID in income as stated principal payments on the securities are made in proportion to the stated principal amount of the security. Any amount of de minimis OID that you have included in income will be treated as capital gain.
You generally may elect to include in income all interest (including stated interest, acquisition discount, OID, de minimis OID, market discount, de minimis market discount, and unstated interest, as adjusted by any amortizable bond premium or acquisition premium) that accrues on a debt instrument by using the constant yield method applicable to debt instruments issued with OID, subject to certain limitations and exceptions.
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Variable Securities
Certain securities that provide for a variable rate of interest (Variable Securities) are subject to special tax accounting rules. In general, a security will be a Variable Security if:
| its issue price does not exceed the total non-contingent principal payments due under the security by more than a specified de minimis amount; and |
| the security provides for stated interest, compounded or paid at least annually, at current values of (i) one or more qualified floating rates, (ii) a single fixed rate and one or more qualified floating rates, (iii) a single objective rate, or (iv) a single fixed rate and a single objective rate that is a qualified inverse floating rate. A current value of a rate is the value of the rate on any date that is no earlier than three months prior to the first day on which that value is in effect and no later than one year following that first day. |
A qualified floating rate is any variable rate where variations in the value of such rate can reasonably be expected to measure contemporaneous variations in the cost of newly borrowed funds in the currency in which the Variable Security is denominated. Although a multiple of a qualified floating rate generally will not itself constitute a qualified floating rate, a variable rate equal to the product of a qualified floating rate and a fixed multiple that is greater than 0.65 but not more than 1.35 will constitute a qualified floating rate. A variable rate equal to the product of a qualified floating rate and a fixed multiple that is greater than 0.65 but not more than 1.35, increased or decreased by a fixed rate, will also constitute a qualified floating rate. In addition, two or more qualified floating rates that can reasonably be expected to have approximately the same values throughout the term of the Variable Security (e.g., two or more qualified floating rates with values within 25 basis points of each other as determined on the Variable Securitys issue date) will be treated as a single qualified floating rate. Notwithstanding the foregoing, a variable rate that would otherwise constitute a qualified floating rate but which is subject to one or more restrictions such as a maximum stated interest rate (i.e., a cap) or a minimum stated interest rate (i.e., a floor), among other things, may, under certain circumstances, fail to be treated as a qualified floating rate unless such restriction is fixed throughout the term of the security or is not reasonably expected, as of the issue date, to cause the yield on the security to be either significantly more or significantly less than the expected yield determined without such restriction.
An objective rate is a rate that is not itself a qualified floating rate, but which is determined using a single fixed formula and that is based on objective financial or economic information. A rate will not qualify as an objective rate if it is based on information that is within the control of the issuer (or a related party) or that is unique to the circumstances of the issuer (or a related party), such as dividends, profits, or the value of the issuers stock (although a rate does not fail to qualify as an objective rate merely because it is based on the credit quality of the issuer). A qualified inverse floating rate is any objective rate where such rate is equal to a fixed rate minus a qualified floating rate, as long as variations in the rate can reasonably be expected to inversely reflect contemporaneous variations in the qualified floating rate. If a Variable Security provides for stated interest at a fixed rate for an initial period of one year or less followed by a variable rate that is either a qualified floating rate or an objective rate and if the variable rate on the Variable Securitys issue date is intended to approximate the fixed rate (e.g., the value of the variable rate on the issue date does not differ from the value of the fixed rate by more than 25 basis points), then the fixed rate and the variable rate together will constitute either a single qualified floating rate or objective rate, as the case may be.
If a Variable Security provides for stated interest at either a single qualified floating rate or a single objective rate throughout the term, and if the stated interest on such Variable Security is unconditionally payable in cash or property (other than debt instruments of the issuer) at least annually, then all stated interest on the Variable Security will constitute qualified stated interest and will be taxed accordingly. Thus, a Variable Security that provides for stated interest at either a single qualified floating rate or a single objective rate throughout the term thereof generally will not be treated as having been issued with OID unless the Variable Security is issued at a true discount (i.e., at a price below the Variable Securitys stated principal amount) in excess of a specified de minimis amount. The amount of qualified stated interest and the amount of OID, if any, that accrues during an accrual period on such a Variable Security is determined under the rules applicable to fixed rate debt instruments by assuming that the variable rate is a fixed rate equal to:
| in the case of a qualified floating rate or qualified inverse floating rate, the value as of the issue date, of the qualified floating rate or qualified inverse floating rate, or |
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| in the case of an objective rate (other than a qualified inverse floating rate), a fixed rate that reflects the yield that is reasonably expected for the Variable Security. |
The qualified stated interest allocable to an accrual period is increased (or decreased) if the interest actually paid during an accrual period exceeds (or is less than) the interest assumed to be paid during the accrual period pursuant to the foregoing rules.
In general, any other Variable Security will be converted into an equivalent fixed rate debt instrument for purposes of determining the amount and accrual of OID and qualified stated interest on the Variable Security by substituting any qualified floating rate or qualified inverse floating rate provided for under the terms of the Variable Security with a fixed rate equal to the value of the qualified floating rate or qualified inverse floating rate, as the case may be, as of the Variable Securitys issue date. Any objective rate (other than a qualified inverse floating rate) provided for under the terms of the Variable Security is converted into a fixed rate that reflects the yield that is reasonably expected for the Variable Security. In the case of a Variable Security that provides for stated interest at a fixed rate in addition to either one or more qualified floating rates or a qualified inverse floating rate, the fixed rate initially is converted into a qualified floating rate (or a qualified inverse floating rate, if the Variable Security provides for a qualified inverse floating rate). Under such circumstances, the qualified floating rate or qualified inverse floating rate that replaces the fixed rate must be such that the fair market value of the Variable Security as of the Variable Securitys issue date is approximately the same as the fair market value of an otherwise identical debt instrument that provides for either the qualified floating rate or qualified inverse floating rate rather than the fixed rate. Subsequent to converting the fixed rate into either a qualified floating rate or a qualified inverse floating rate, the Variable Security is then converted into an equivalent fixed rate debt instrument in the manner described above.
Once the Variable Security is converted into an equivalent fixed rate debt instrument pursuant to the foregoing rules, the amount of OID and qualified stated interest, if any, are determined for the equivalent fixed rate debt instrument by applying the general OID rules to the equivalent fixed rate debt instrument and you will account for such OID and qualified stated interest as if you held the equivalent fixed rate debt instrument. Each accrual period appropriate adjustments will be made to the amount of qualified stated interest or OID assumed to have been accrued or paid with respect to the equivalent fixed rate debt instrument in the event that such amounts differ from the actual amount of interest accrued or paid on the Variable Security during the accrual period.
If a security provides for variable or other contingent payments, but does not qualify as a Variable Security as described above, then the security would likely be treated as a contingent payment debt obligation. In general, the timing and character of income, gain or loss reported on a contingent payment debt instrument may substantially differ from the timing and character of income, gain or loss reported on a conventional non-contingent payment debt instrument. Specifically, if you hold a contingent payment debt obligation, you generally will be required to include future contingent and noncontingent interest payments in income as such interest accrues based upon a projected payment schedule. Moreover, any gain recognized by you on the sale, exchange, redemption or retirement of a contingent payment debt instrument generally will be treated as ordinary income and all or a portion of any loss realized could be treated as ordinary loss as opposed to capital loss (depending upon the circumstances). If we issue contingent payment debt obligations, the proper U.S. federal income tax treatment of such securities will be more fully described in the applicable prospectus supplement or pricing supplement.
Short-Term Securities
Securities that have a fixed maturity of one year or less (Short-Term Securities) will be treated as having been issued with OID. In general, if you are an individual or other cash method taxpayer, you will not be required to accrue such OID unless you elect to do so. If such an election is not made, any gain recognized by you on the sale, exchange, redemption, retirement or maturity of the Short-Term Security will be ordinary income to the extent of the OID accrued on a straight-line basis, or upon election under the constant yield method (based on daily compounding), through the date of sale or maturity, and a portion of the deductions otherwise allowable to you for interest on borrowings allocable to the Short-Term Security will be deferred until a corresponding amount of income is realized. Accrual method taxpayers, and certain other holders including banks and dealers in securities, are required to accrue OID on a Short-Term Security on a straight-line basis unless an election is made to accrue the OID under a constant yield method (based on daily compounding).
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Market Discount
If you purchase a security, other than a Short-Term Security, for an amount that is less than its issue price (or, in the case of a subsequent purchaser, its stated redemption price at maturity) or, in the case of a Discount Security, for an amount that is less than its adjusted issue price as of the purchase date, you will be treated as having purchased the security at a market discount, unless such market discount is less than a specified de minimis amount.
Under the market discount rules, you will be required to treat any partial principal payment (or, in the case of a Discount Security, any payment that does not constitute qualified stated interest) on, or any gain realized on the sale, exchange, redemption, retirement or other disposition of, a security as ordinary income to the extent of the lesser of (i) the amount of such payment or realized gain or (ii) the market discount which has not previously been included in income and is treated as having accrued on the security at the time of such payment or disposition.
Market discount will be considered to accrue ratably during the period from the date of acquisition to the maturity date of the security, unless you elect to accrue market discount on a constant yield basis. You may elect to include market discount in income currently as it accrues (on either a ratable or a constant yield basis), in which case the rules described above regarding the treatment as ordinary income of gain upon the disposition of the security and upon the receipt of certain cash payments and regarding the deferral of interest deductions will not apply. Generally, such currently included market discount is treated as ordinary income. Such an election will apply to all debt instruments acquired by you on or after the first day of the taxable year to which such election applies and may be revoked only with the consent of the IRS.
You may be required to defer the deduction of all or a portion of the interest paid or accrued on any indebtedness incurred or maintained to purchase or carry a security with market discount until the maturity of the security or certain earlier dispositions.
Amortizable Bond Premium, Acquisition Premium
If you purchase a security for an amount that is greater than the sum of all amounts payable on the security after the purchase date other than payments of qualified stated interest, you will be considered to have purchased the security with amortizable bond premium equal in amount to such excess. You generally may elect to amortize such premium using a constant yield method over the remaining term of the security and may offset interest otherwise required to be included in respect of the security during any taxable year by the amortized amount of such excess for the taxable year. However, if the security may be optionally redeemed after you acquire it at a price in excess of its stated redemption price at maturity, special rules would apply which could result in a deferral of the amortization of some bond premium. Any election to amortize bond premium will apply to all taxable debt obligations owned by you at the beginning of your first taxable year to which the election applies and thereafter acquired by you and may be revoked only with the consent of the IRS. If you do not elect to amortize bond premium, the premium will decrease the amount of gain or increase the amount of loss otherwise recognized on the disposition of the security.
If you purchase a Discount Security for an amount that is greater than its adjusted issue price as of the purchase date and less than or equal to the sum of all amounts payable on the Discount Security after the purchase date other than payments of qualified stated interest, you will be considered to have purchased the Discount Security at an acquisition premium. Under the acquisition premium rules, the amount of OID which you must include in gross income with respect to such Discount Security for any taxable year (or portion thereof in which you hold the Discount Security) will be reduced (but not below zero) by the portion of the acquisition premium properly allocable to the period.
Disposition of a Security
Except as discussed below, upon the sale, exchange, redemption or retirement of a security, you generally will recognize taxable gain or loss equal to the difference between the amount realized on the sale, exchange, redemption or retirement (other than amounts representing accrued and unpaid interest) and your adjusted tax basis in the security. Your adjusted tax basis in a security generally will equal your initial investment in the security increased by any OID, market discount or any discount with respect to a Short-Term Security that you previously
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included in income, and decreased by the amount of any payments, other than qualified stated interest payments, received and amortizable bond premium taken with respect to the security. Such gain or loss generally will be capital gain or loss. Capital gains of individuals derived in respect of capital assets held for more than one year are subject to reduced capital gain rates. The deductibility of capital losses is subject to limitations.
Foreign Currency Securities
As used herein, foreign currency means a currency other than the U.S. dollar.
Payments of Interest. If you receive interest payments made in a foreign currency and you use the cash method of accounting you will be required to include in income the U.S. dollar value of the payment received (determined by translating the foreign currency received at the spot rate for such foreign currency on the date such payment is received) regardless of whether the payment is in fact converted to U.S. dollars at that time, and such U.S. dollar value will be your tax basis in such foreign currency. No exchange gain or loss will be recognized with respect to the receipt of such payment.
If you use the accrual method of accounting, or are otherwise required to accrue interest prior to receipt, you may determine the amount of income recognized with respect to an interest payment in accordance with either of two methods. Under the first method, you will be required to include in income the U.S. dollar value of the amount of interest income that has accrued and is otherwise required to be taken into account with respect to a security during an accrual period. The U.S. dollar value of such accrued income will be determined by translating such income at the average rate of exchange for the accrual period or, with respect to an accrual period that spans two taxable years, at the average rate for the partial period within the taxable year. Under the second method, you may elect to translate such accrued interest income using the spot rate on (i) the last day of the accrual period or (ii) with respect to an accrual period that spans two taxable years, the last day of the taxable year. If the last day of an accrual period is within five business days of the date of receipt of the accrued interest, you may translate such interest using the spot rate on the date of receipt. The above election will apply to other debt obligations held by you and may not be changed without the consent of the IRS. You should consult a tax advisor before making the above election. Upon receipt of an interest payment, you will recognize exchange gain or loss (which will be treated as ordinary income or loss) with respect to accrued interest income on the date such income is received. The amount of ordinary income or loss recognized will equal the difference, if any, between the U.S. dollar value of the payment received (determined by translating the foreign currency received at the spot rate for such foreign currency on the date such payment is received) and the U.S. dollar value of the interest income that you previously included in income with respect to such payment.
Purchase, Sale and Retirement of Securities. If you purchase a security with previously owned foreign currency, you will recognize ordinary income or loss in an amount equal to the difference, if any, between your tax basis in the foreign currency and the U.S. dollar fair market value of the foreign currency used to purchase the security, determined on the date of purchase.
For purposes of determining the amount of any gain or loss recognized on the sale, exchange, redemption or retirement of a security, you will recognize taxable gain or loss equal to the difference between the amount realized on the sale, exchange, redemption or retirement (other than amounts representing accrued and unpaid interest) and your adjusted tax basis in the security. Such gain or loss generally will be capital gain or loss (except to the extent of any accrued market discount not previously included in income) and will be long-term capital gain or loss if at the time of sale, exchange, redemption or retirement the security has been held by you for more than one year. To the extent the amount realized represents accrued but unpaid interest, however, such amounts must be taken into account as interest income, with exchange gain or loss computed as described in Payments of Interest above.
If you receive foreign currency on such a sale, exchange, redemption or retirement, the amount realized will be based on the U.S. dollar value of the foreign currency based on the spot rate for such foreign currency on the date the payment is received or the security is disposed of. If you use the cash method of accounting, and the foreign currency security is traded on an established securities market, you will determine the U.S. dollar value of the amount realized by translating the foreign currency payment at the spot rate of exchange on the settlement date of the sale. An accrual method taxpayer may elect the same treatment. However, such an election must be applied consistently from year to year and cannot be revoked without the consent of the IRS.
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Your adjusted tax basis in a foreign currency security will equal the cost of the foreign currency security to you, increased by the amounts of any market discount or OID previously included in income with respect to such security and reduced by any amortized acquisition or other premium and any payments other than qualified stated interest received by the holder. Your tax basis in a foreign currency security, and the amount of any subsequent adjustments to your tax basis will be the U.S. dollar value of the foreign currency amount paid for such security, or of the foreign currency amount of the adjustment, determined on the date of such purchase or adjustment.
Gain or loss realized upon the sale, exchange, redemption or retirement of a security that is attributable to fluctuations in currency exchange rates will be ordinary income or loss which will not be treated as interest income or expense. Gain or loss attributable to fluctuations in exchange rates will equal the difference between the U.S. dollar value of the foreign currency principal amount of the security, determined on the date such payment is received or the security is disposed of, and the U.S. dollar value of the foreign currency principal amount of the security, determined on the date the you acquired the security. The foreign currency gain or loss will be recognized only to the extent of the total gain or loss realized by you on the sale, exchange, redemption or retirement of the security.
Original Issue Discount. In the case of a Discount Security or Short-Term Security denominated in or determined by reference to a foreign currency, OID is determined for any accrual period first in units of the foreign currency, and then translated into U.S. dollars as described in Payments of Interest above. You will recognize exchange gain or loss when OID is paid (including upon the sale of a security, the receipt of proceeds that include amounts attributable to OID previously included in income) to the extent of the difference between the U.S. dollar of such payment (determined by translating the foreign currency received at the spot rate for such foreign currency on the date such payment is received) and the U.S. dollar value of the accrued OID, as determined above. For these purposes, all receipts on a security will be viewed first, as the receipt of any qualified stated interest payments called for under the terms of the security; second, as the receipt of previously accrued OID (to the extent thereof), with payments considered made for the earliest accrual periods first; and third, as the receipt of principal.
Premium and Market Discount. In the case of a security with market discount, market discount is first determined in units of the foreign currency, and then, upon the receipt of any partial principal payment or upon the sale, exchange, redemption, retirement or other disposition of the security (other than accrued market discount required to be taken into account currently) is translated into U.S. dollars at the spot rate for such foreign currency on the date of such partial principal payment or such disposition date (and no part of such accrued market discount is treated as exchange gain or loss). If you have elected to accrue market discount currently, the amount includible in your income for any accrual period is translated into U.S. dollars on the basis of the average exchange rate in effect during such accrual period, and the exchange gain or loss is determined upon the receipt of any partial principal payment or upon the sale, exchange, redemption, retirement or other disposition of the security in the manner described in Payments of Interest above with respect to the computation of exchange gain or loss on accrued interest.
With respect to a security acquired with amortizable bond premium, if an election is made to amortize the premium, such premium is computed in the relevant foreign currency and reduces interest income in units of the foreign currency. Although not entirely clear, you should recognize exchange gain or loss equal to the difference between the U.S. dollar value of the bond premium amortized with respect to a period, determined on the date the interest attributable to such period is received, and the U.S. dollar value of the bond premium determined on the date of the acquisition of the security. If you elect not to amortize bond premium, you must translate the bond premium computed in the foreign currency into U.S. dollars at the spot rate on the maturity date and such bond premium will constitute a capital loss which may be offset or eliminated by exchange gain.
Exchange of Foreign Currencies. Your tax basis in any foreign currency received as interest is equal to the U.S. dollar value of such foreign currency, determined at the spot rate for such foreign currency at the time the foreign currency is received. Your tax basis in any foreign currency received on the sale, exchange, redemption or retirement of a security will be equal to the U.S. dollar value of such foreign currency, determined at the time of the sale, exchange, redemption or retirement. As discussed above, if the foreign currency securities are traded on an established securities market, and you use the cash method of accounting (or you use the accrual method of accounting and so elect), you will determine the U.S. dollar value of the foreign currency by translating the foreign currency received at the spot rate of exchange on the settlement date of the sale, exchange, redemption or retirement.
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Any gain or loss realized by you on a sale or other disposition of foreign currency (including its exchange for U.S. dollars or its use to purchase securities) will be ordinary income or loss and generally will be U.S. source gain or loss.
Tax Return Disclosure Regulations.
Pursuant to Treasury regulations (the Disclosure Regulations) reportable transactions are required to be reported to the IRS. For purposes of the Disclosure Regulations, reportable transactions can include a sale, exchange, retirement or other disposition of a foreign currency security or foreign currency received in respect of a foreign currency security to the extent that such sale, exchange, retirement or other taxable disposition results in a tax loss in excess of a certain threshold amount. Failure to disclose a reportable transaction with your U.S. federal income tax return will result in significant penalties: $10,000 in the case of an individual and $50,000 in any other case. If you are considering the purchase of foreign currency securities, you should consult your own tax advisors concerning the potential application of the Disclosure Regulations to the securities.
Other Securities
Any other special U.S. federal income tax considerations, not otherwise discussed herein, which are applicable to any particular issue of securities will be discussed in any applicable supplement to this prospectus.
Medicare Tax
If you are an individual, estate or trust, you generally will be subject to a 3.8% tax on certain investment income, including interest income (including OID, if any) and gain from the disposition of the securities. You should consult your tax advisor regarding the applicability of the Medicare tax to your income and gains from the securities.
Non-U.S. Holders
If you are a non-U.S. Holder holding securities on your own behalf, you will not be subject to U.S. federal income taxes on payments of principal, premium (if any) or interest (including OID, if any) on a security, provided that
| any such payment is not effectively connected with your conduct of a trade or business within the United States; |
| such interest is not described in section 871(h)(4) of the Code (which excludes certain types of contingent interest from the definition of portfolio interest); and |
| you are not a direct or indirect 10% or greater shareholder of PFC, a controlled foreign corporation related to PFC or a bank receiving interest described in section 881(c)(3)(A) of the Code. |
In addition, you must either (i) provide your name and address on an IRS Form W-8BEN, W-8BEN-E, or other applicable form and certify, under penalties of perjury, that you are not a U.S. person, or (ii) hold your securities through certain foreign intermediaries and satisfy certification requirements of the applicable Treasury Regulations. Special certification requirements apply to non-U.S. Holders that are pass-through entities rather than corporations or individuals.
If you cannot satisfy the requirements described above, payments of interest, including OID, made to you will be subject to a 30% U.S. federal withholding tax, unless you provide us with a properly executed:
| IRS Form W-8BEN, W-8BEN-E, or other applicable form claiming an exemption from or reduction in withholding under the benefit of an applicable income tax treaty; or |
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| IRS Form W-8ECI (or other applicable form) stating that the interest paid on the debt securities is not subject to withholding tax because it is effectively connected with your conduct of a trade or business in the United States. |
If your income with respect to your investment in a security is effectively connected with the conduct of a U.S. trade or business (and, if required by an applicable tax treaty, is attributable to a permanent establishment maintained by you in the United States), you generally would be exempt from the withholding tax discussed above, provided you provide an IRS Form W-8ECI. However, your income with respect to your investment in the security generally would be taxed on a net income basis as if you were a U.S. person. In addition, if you are a foreign corporation engaged in a trade or business in the United States, you may be subject to a 30% branch profits tax.
Generally, if you are a non-U.S. Holder, you will not be subject to U.S. federal income taxes on any amount which constitutes capital gain upon retirement or disposition of a security, unless (i) that gain is effectively connected with your conduct of a trade or business in the United States or (ii) you are an individual who is present in the United States for 183 days or more in the taxable year of the disposition and certain other conditions are met.
If you are an individual non-U.S. Holder, your estate generally will not be subject to U.S. federal estate tax if payments to you on the security would be exempt from tax, as described above, ignoring the certification requirement otherwise required for exemption.
Foreign Account Tax Compliance
A withholding tax of 30% currently is imposed on payments of interest (including OID) to (i) a foreign financial institution, unless such foreign financial institution enters into an agreement with the U.S. government to collect and provide to the U.S. tax authorities substantial information regarding certain U.S. account holders of such institution (which would include certain account holders that are foreign entities with U.S. owners) or (ii) a non-financial foreign entity, unless such non-financial foreign entity provides certain certification or information relating to U.S. ownership of the entity. Under certain circumstances, such foreign persons may be eligible for refunds or credits of such taxes. Prospective investors should consult their tax advisors regarding the application of this withholding tax.
Backup Withholding
In general, if you are a non-corporate U.S. Holder, payments of principal, interest (including OID) and premium paid on securities and the proceeds of the disposition of a security paid to you will be subject to information reporting requirements. These payments also may be subject to backup withholding if you:
| fail to provide an accurate taxpayer identification number or certification of exempt status; |
| have been notified by the IRS that you have failed to report all interest or corporate distributions required to be shown on your U.S. federal income tax return; or |
| in certain circumstances, fail to comply with applicable certification requirements. |
Non-U.S. Holders may be required to establish their exemption from information reporting and backup withholding on payments made to them by certifying their status on an IRS Form W-8BEN, W-8BEN-E, W-8ECI or W-8IMY, as applicable.
Backup withholding is not an additional tax. Rather, you generally may obtain a credit for any amount withheld against your liability for U.S. federal income tax (and obtain a refund of any amounts withheld in excess of such liability) by timely filing a U.S. federal income tax return with the IRS.
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PFC may sell the securities:
| to or through agents, or |
| to or through underwriters, or |
| directly to purchasers. |
The prospectus supplement with respect to the securities describes the terms of the offering of the securities, including:
| the names of the agents or underwriters, |
| the public offering price or purchase price for the securities, |
| the rate of interest or method of computing the rate of interest, |
| the maturity date, |
| other terms and conditions of the securities, |
| any discounts and commissions to be allowed or paid to the agents, underwriters, or any dealers and any other items constituting underwriting compensation, and |
| any exchanges on which the securities will be listed. |
Only the agents or underwriters named in the applicable prospectus supplement or pricing supplement will be agents or underwriters in connection with the securities being offered.
If so indicated in the prospectus supplement, PFC will authorize underwriters or agents to solicit offers by certain institutions to purchase securities from PFC pursuant to delayed delivery contracts providing for payment and delivery on the date stated in the prospectus supplement. Each contract will be for an amount not less than, and, unless PFC otherwise agrees, the aggregate principal amount of securities sold pursuant to the contracts shall not be more than, the amounts stated in the prospectus supplement. Institutions with which the contracts may be made include commercial and savings banks, insurance companies, pension funds, investment companies, educational and charitable institutions, and other institutions.
PFC has agreed to indemnify the agents and the several underwriters against certain civil liabilities, including liabilities under the Securities Act of 1933, as amended, or contribute to payments the agents or the underwriters may be required to make.
Certain information included or incorporated by reference in this prospectus contains forward-looking statements made pursuant to the Private Securities Litigation Reform Act of 1995, which are subject to risks and uncertainties that may affect actual results. Risks and uncertainties include, but are not limited to: national and local economic, political and industry conditions; changes in the levels of new business volume due to unit fluctuations in new PACCAR truck sales or reduced market share; changes in competitive factors; changes affecting the profitability of truck owners and operators; price changes impacting equipment costs and residual values; changes in interest rates and other operating costs; insufficient liquidity in the capital markets and availability of other funding sources; cybersecurity risks to our information technology systems; pandemics; litigation involving PFC or affiliated entities; and legislation and governmental regulation.
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WHERE YOU CAN FIND MORE INFORMATION
We file annual, quarterly and current reports and other information with the SEC. Our SEC filings are available over the Internet at the SECs web site at http://www.sec.gov and PFCs web site at http://www.paccarfinancial.com. The information on PFCs website is not, and shall not be deemed to be, a part of this prospectus or incorporated into any filings PFC makes with the SEC and should not be relied upon in making an investment decision with respect to the securities.
We have filed a registration statement on Form S-3 with the SEC covering the securities. For further information about PFC and the securities, you should refer to our registration statement and its exhibits. This prospectus summarizes material provisions of contracts and other documents that we refer you to. Because the prospectus may not contain all the information that you may find important, you should review the full text of these documents. We have included copies of these documents as exhibits to our registration statement of which this prospectus is a part.
INCORPORATION OF INFORMATION WE FILE WITH THE SEC
The SEC allows us to incorporate by reference the information we file with them, which means:
| incorporated documents are considered part of the prospectus; |
| we can disclose important information to you by referring you to those documents; and |
| information that we file with the SEC will automatically update and supersede this incorporated information. |
We incorporate by reference the documents listed below which were filed with the SEC under the Exchange Act:
| our Annual Report on Form 10-K for the year ended December 31, 2020 (File No. 001-11677) filed on February 17, 2021, and |
| our Quarterly Reports on Form 10-Q for the quarters ended March 31, 2021, June 30, 2021, and September 30, 2021 (File No. 001-11677) filed on May 3, 2021, August 2, 2021 and November 1, 2021, respectively. |
We also incorporate by reference each of the following documents that we will file with the SEC after the date of this prospectus, other than any portions of the documents that are furnished rather than filed pursuant to Item 2.02 or Item 7.01 of Current Reports on Form 8-K (including exhibits related thereto) or other applicable SEC rules, until this offering is completed:
| all reports filed under Section 13(a), 13(c) or 14 of the Exchange Act; and |
| all reports filed under Section 15(d) of the Exchange Act. |
You should rely only on information contained or incorporated by reference in this prospectus. We have not authorized any other person to provide you with different information. If anyone provides you with different or inconsistent information, you should not rely on it. We are not making an offer to sell the securities in any jurisdiction where the offer or sale is not permitted.
You should assume that the information appearing in this prospectus is accurate as of the date of this prospectus only. Our business, financial condition and results of operations may have changed since that date.
You may request a copy of any filings referred to above, excluding exhibits not specifically incorporated by reference into the filing, at no cost, by contacting us at the following address or telephone number: PACCAR Financial Corp., 777 106th Avenue N. E., Bellevue, Washington 98004, Attention: Treasury, Telephone: (425) 468-7015.
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The validity of the securities will be passed upon for PFC by Perkins Coie LLP. Certain legal matters will be passed upon for any applicable agents or underwriters by Sidley Austin LLP.
Ernst & Young LLP, independent registered public accounting firm, has audited our financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2020, as set forth in their report, which is incorporated by reference in this prospectus and elsewhere in the registration statement. Our financial statements are incorporated by reference in reliance on Ernst & Young LLPs report, given on their authority as experts in accounting and auditing.
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PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution.
Estimated expenses, other than underwriting discounts and commissions, in connection with the issuance and sale of the securities, are as follows:
Securities and Exchange Commission registration fee |
* | |||
Accounting fees and expenses |
$ | 475,000 | ||
Legal fees and expenses, including those of agents, underwriters, trustee and payment agent |
$ | 710,000 | ||
Printing expenses |
$ | 115,000 | ||
Trustee and paying agents fees |
$ | 120,000 | ||
Rating agency fees |
$ | 7,195,000 | ||
Miscellaneous |
$ | 15,000 | ||
|
|
|||
Total |
$ | 8,630,000 | ||
|
|
* | The payment of the filing fee is deferred pursuant to Rule 456 (b) and Rule 457 (r). |
Item 15. Indemnification of Directors and Officers.
A provision of the Washington Business Corporation Act (Section 23B.08.310 of the Revised Code of Washington) provides that a director held liable under that section for an unlawful distribution is entitled to contribution (a) from every other director who could be held liable under that section and (b) from each shareholder for the amount the shareholder accepts knowing the distribution was made in violation of the Washington Business Corporation Act or the corporations articles of incorporation.
Provisions of the Washington Business Corporation Act (Sections 23B.08.500 through 23B.08.600 of the Revised Code of Washington) authorize, and in some instances require, a corporations board of directors to grant, or a court to award, indemnity to directors and officers under certain circumstances and subject to certain limitations. Article Nine of the registrants Articles of Incorporation provides:
The Corporation shall indemnify any director, officer or employee of the Corporation, or any person who may have served at its request as a director, officer or employee of another corporation in which it owns shares of capital stock or of which it is a creditor, against expenses actually and necessarily incurred by him in connection with the defense of any action, suit or proceeding in which he is made a party by reason of being or having been such director, officer, or employee, except in relation to matters as to which he shall be adjudged in such action, suit or proceeding to be liable for negligence or misconduct in the performance of duty. The Corporation may also reimburse to any director, officer or employee the reasonable costs of settlement of any such action, suit or proceeding, if it shall be found by a majority of a committee composed of the directors not involved in the matter in controversy (whether or not a quorum) that it was to the interest of the Corporation that such settlement be made and that such director, officer or employee was not guilty of negligence or misconduct. Such rights of indemnification and reimbursement shall not be deemed exclusive of any other rights to which such director, officer or employee may be entitled under any Bylaw, agreement, vote of shareholders or otherwise.
Pursuant to Section 145 of the Delaware General Corporation Law, under which PACCAR is incorporated, PACCAR is in certain circumstances permitted, and in other circumstances may be required, to indemnify persons serving at the request of PACCAR as a director or officer of another corporation against certain expenses (including attorneys fees) and other amounts paid in connection with certain threatened, pending or completed civil, criminal, administrative or investigative actions, suits or proceedings, in which such persons were or are parties, or are threatened to be made parties, by reason of the fact that such persons were or are directors or officers of the registrant. Article Twelfth of the Certificate of Incorporation of PACCAR contains provisions consistent with Section 145 with respect to indemnification of the registrants officers and directors.
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Reference is made to Section 7 of the form of the distribution agreement filed as exhibit 1.1 to the registration statement for provisions regarding the indemnification of the registrant, its directors, certain of its officers and its controlling persons against certain liabilities, including liabilities under the Securities Act of 1933.
PACCAR maintains directors and officers liability and corporate reimbursement insurance with limits of $200,000,000 per policy year, under which the registrants directors and officers are insured against loss (as defined) as a result of claims brought against them for their wrongful acts in such capacities.
Item 16. Exhibits.
Other exhibits listed in Item 601 of Regulation S-K are not applicable.
Item 17. Undertakings.
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:
(i) To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;
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(ii) To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20 percent change in the maximum aggregate offering price set forth in the Calculation of Registration Fee table in the effective registration statement;
(iii) To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement;
provided, however, that paragraphs (a)(1)(i), (a)(1)(ii) and (a)(1)(iii) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Commission by the registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in this Registration Statement, or is contained in a form of prospectus filed pursuant to Rule 424(b) that is part of this Registration Statement.
(2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at the time shall be deemed to be the initial bona fide offering thereof.
(3) To remove from registration by means of post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.
(4) That, for the purpose of determining liability under the Securities Act of 1933 to any purchaser:
(i) each prospectus filed by the registrant pursuant to Rule 424(b)(3) shall be deemed to be part of the registration statement as of the date the filed prospectus was deemed part of and included in the registration statement; and
(ii) each prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5), or (b)(7) as part of a registration statement in reliance on Rule 430B relating to an offering made pursuant to Rule 415(a)(1)(i), (vii), or (x) for the purpose of providing the information required by section 10(a) of the Securities Act of 1933 shall be deemed to be part of and included in the registration statement as of the earlier of the date such form of prospectus is first used after effectiveness or the date of the first contract of sale of securities in the offering described in the prospectus. As provided in Rule 430B, for liability purposes of the issuer and any person that is at that date an underwriter, such date shall be deemed to be a new effective date of the registration statement relating to the securities in the registration statement to which that prospectus relates, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such effective date, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such effective date.
(5) That, for the purpose of determining liability of the registrant under the Securities Act of 1933 to any purchaser in the initial distribution of the securities:
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The undersigned registrant undertakes that in a primary offering of securities of the undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:
(i) Any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424;
(ii) Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant;
(iii) The portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or its securities provided by or on behalf of the undersigned registrant; and
(iv) Any other communication that is an offer in the offering made by the undersigned registrant to the purchaser.
(b) The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the registrants annual report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plans annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act of 1933 and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act of 1933 and will be governed by the final adjudication of such issue.
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Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3, and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Bellevue, State of Washington, on November 1, 2021.
PACCAR Financial Corp. | ||
By: | /s/ C. R. GRYNIEWICZ | |
(C. R. Gryniewicz, President) |
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities indicated on November 1, 2021.
Signature |
Title | |||
(1) | Principal Executive Officer | |||
/s/ H. C. A. M. SCHIPPERS * |
Chief Executive Officer | |||
(H. C. A. M. Schippers) | ||||
(2) | Principal Financial Officer | |||
/s/ T. R. HUBBARD* |
Principal Financial Officer | |||
(T. R. Hubbard) | ||||
(3) | Principal Accounting Officer | |||
/s/ Y. ZHANG* |
Controller | |||
(Y. Zhang) | ||||
(4) | A Majority of the Board of Directors | |||
/s/ H. C. A. M. SCHIPPERS* |
Director | |||
(H. C. A. M. Schippers) | ||||
/s/ T. R. HUBBARD* |
Director | |||
(T. R. Hubbard) | ||||
/s/ C. R. GRYNIEWICZ |
Director | |||
(C. R. Gryniewicz) | ||||
*By: | /S/ R. C. STRAUSS |
|||
(R. C. Strauss, Attorney-in-Fact) |
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Exhibit 1.1
PACCAR FINANCIAL CORP.
Medium-Term Notes, Series Q
DISTRIBUTION AGREEMENT
November 1, 2021
To the several Agents
who are signatories hereto
Ladies and Gentlemen:
PACCAR Financial Corp., a Washington corporation (the Company), proposes to issue from time to time its Medium-Term Notes, Series Q (the Securities) to be issued pursuant to the indenture, dated as of November 20, 2009 (the Indenture), between the Company and The Bank of New York Mellon Trust Company, N.A., as trustee (the Trustee). This Distribution Agreement (the Agreement) provides both for the sale of Securities by the Company directly to purchasers through the Agents, in which case the Agents will act as agents of the Company in soliciting Security purchasers, and (as may from time to time be agreed to by the Company and the Agents) to the Agents as principals for resale to purchasers. Additional terms of any sale of Securities to the Agents as principals will be set out in a Terms Agreement (as hereinafter defined) relating to such sale, all as more fully provided herein.
Subject to the terms and conditions stated herein and subject to the reservation by the Company of the right to sell Securities directly to investors on its own behalf or to one or more underwriters for resale to the public, the Company hereby (i) appoints the Agents as agents of the Company for the purpose of soliciting purchases of the Securities from the Company by others, (ii) agrees that it will sell Securities only to or through the Agents or other agents appointed from time to time by the Company pursuant to agreements having terms not more favorable to such agents or the Company than the terms and conditions of this Agreement and (iii) agrees that whenever the Company determines to sell Securities directly to the Agents as principals for resale to others, it will enter into a Terms Agreement relating to such sale in accordance with the provisions of Section 2(b) hereof.
SECTION 1. Representations and Warranties.
(a) The Company represents and warrants as of the date hereof (unless otherwise set forth below), as of the time of each acceptance by the Company of any offer for the purchase of any Securities (whether to an Agent as principal or through an Agent as agent) (each such time being an Applicable Time), as of the date of each delivery of the Securities (the date of each such delivery to an Agent as principal or through an Agent as agent is referred to as a Settlement Date), and as of any time that the Registration Statement (as defined below) or the Prospectus (as defined below) shall be amended or supplemented, and as of the times referred to in Sections 6(a), 6(b) and 6(c) hereof (each of the times referenced above is referred to herein as a Representation Date), as follows:
(i) The Company has filed with the Securities and Exchange Commission (the Commission) an automatic shelf registration statement on Form S-3 (No. 333-[]) which provides for the registration of the Securities, under the Securities Act of 1933, as amended (the Act), and the offering thereof from time to time in accordance with Rule 415 of the rules and regulations of the Commission under the Act (the Rules and Regulations), and the Company has filed such post-effective amendments thereto as may be required prior to any acceptance by the Company of an offer for the purchase of Securities. The Indenture has been duly qualified under the Trust Indenture Act of 1939, as amended (the Trust Indenture Act).
(ii) Such registration statement (as so amended, if applicable) is referred to herein as the Registration Statement; and the final prospectus and all applicable amendments or supplements thereto (including the final prospectus supplement and pricing supplement relating to the offering of Securities), in the form furnished to the Agents for use in connection with the offering of the Securities, is herein called the Prospectus; provided, however, that all references to the Registration Statement, the Prospectus and the preliminary prospectus shall also be deemed to include all documents incorporated therein by reference pursuant to the Securities Exchange Act of 1934, as amended (the Exchange Act). A preliminary prospectus shall be deemed to refer to any prospectus, any prospectus supplement and/or pricing supplement used before the acceptance by the Company of an offer for the purchase of Securities which omitted information to be included upon pricing in a form of prospectus filed with the Commission pursuant to Rule 424(b) of the Rules and Regulations. For purposes of this Agreement, all references to the Registration Statement, Prospectus or preliminary prospectus or to any amendment or supplement thereto shall be deemed to include any copy filed with the Commission pursuant to its Electronic Data Gathering, Analysis and Retrieval System (EDGAR).
(iii) (A) At the time of filing the Registration Statement, (B) at the time of the most recent amendment thereto for the purposes of complying with Section 10(a)(3) of the Act (whether such amendment was by post-effective amendment, incorporated report filed pursuant to Section 13 or 15(d) of the Exchange Act or form of prospectus), (C) at the time the Company or any person acting on its behalf (within the meaning, for this clause only, of Rule 163(c) of the Rules and Regulations) made any offer relating to the Securities in reliance on the exemption of Rule 163 of the Rules and Regulations (Rule 163) and (D) at the date hereof, the Company was and is a well-known seasoned issuer, as defined in Rule 405 of the Rules and Regulations (Rule 405), and has not been and is not an ineligible issuer as defined in Rule 405; the Registration Statement is an automatic shelf registration statement, as defined in Rule 405, and the Securities, since their registration on the Registration Statement, have been and remain eligible for registration by the Company on a Rule 405 automatic shelf registration statement; and the Company has not received from the Commission any notice pursuant to Rule 401(g)(2) of the Rules and Regulations objecting to the use of the automatic shelf registration statement form.
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(iv) The Registration Statement became effective upon filing under Rule 462(e) of the Rules and Regulations (Rule 462(e)) on November 1, 2021, and any post-effective amendment thereto also became effective upon filing under Rule 462(e). No stop order suspending the effectiveness of the Registration Statement has been issued under the Act and no proceedings for that purpose have been instituted or are pending or, to the knowledge of the Company, are contemplated by the Commission, and any request on the part of the Commission for additional information has been complied with.
(v) At the respective times that the Registration Statement and each amendment thereto (including the filing of the Companys most recent Annual Report on Form 10-K with the Commission (the Annual Report on Form 10-K)) became effective, at each deemed effective date with respect to the Agents pursuant to Rule 430B(f)(2) of the Rules and Regulations and at each Representation Date, the Registration Statement and any amendments thereto complied and will comply in all material respects with the requirements of the Act and the Rules and Regulations and the Trust Indenture Act and the rules and regulations of the Commission under the Trust Indenture Act (the Trust Indenture Act Regulations) and did not and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading.
(vi) The Prospectus and each preliminary prospectus and prospectus filed as part of the Registration Statement as originally filed or as part of any amendment thereto, or filed pursuant to Rule 424 under the Act, when so filed, complied or will comply in all material respects with the Rules and Regulations; each preliminary prospectus and the Prospectus delivered to the Agents for use in connection with the offering of Securities are identical to any electronically transmitted copies thereof filed with the Commission pursuant to EDGAR, except to the extent permitted by Regulation S-T; and at the date hereof, at the date of the Prospectus and at each Representation Date, neither the Prospectus nor any amendment or supplement thereto included or will include an untrue statement of a material fact or omitted or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.
(vii) Any offer that is a written communication relating to the Securities made prior to the filing of the Registration Statement by the Company or any person acting on its behalf (within the meaning, for this paragraph only, of Rule 163(c) of the Rules and Regulations) has been filed with the Commission in accordance with the exemption provided by Rule 163 and such offer otherwise complied with the requirements of Rule 163, including, without limitation, the legending requirement, to qualify such offer for the exemption from Section 5(c) of the Act provided by Rule 163.
As of the Applicable Time, neither (x) the Issuer General Use Free Writing Prospectus(es) (as defined below) issued at or prior to the Applicable Time, the Statutory Prospectus (as defined below) made available by the Company for use by the applicable Agent(s) as of the Applicable Time and the applicable Final Term Sheet (as defined in Section 3(d) hereof), if any, relating to the offering of the Securities, all considered together (collectively, the General Disclosure Package), nor (y) any individual Issuer Limited Use Free Writing Prospectus (as defined below), when considered together with the General Disclosure Package, included any untrue statement of a material fact or omitted to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.
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As used in this subsection and elsewhere in this Agreement:
Issuer Free Writing Prospectus means any issuer free writing prospectus, as defined in Rule 433 of the Rules and Regulations (Rule 433), relating to the Securities that (i) is required to be filed with the Commission by the Company, (ii) is a road show that constitutes a written communication within the meaning of Rule 433(d)(8)(i), whether or not required to be filed with the Commission or (iii) is exempt from filing pursuant to Rule 433(d)(5)(i) because it contains a description of the Securities or of the offering that does not reflect the final terms, in each case in the form filed or required to be filed with the Commission or, if not required to be filed, in the form retained in the Companys records pursuant to Rule 433(g).
Issuer General Use Free Writing Prospectus means any Issuer Free Writing Prospectus that is intended for general distribution to prospective investors.
Issuer Limited Use Free Writing Prospectus means any Issuer Free Writing Prospectus that is not an Issuer General Use Free Writing Prospectus.
Statutory Prospectus means (i) the prospectus relating to various securities of the Company, including the Securities, that is included in the Registration Statement and (ii) the prospectus supplement relating to the Securities and any preliminary pricing supplement relating to the Securities of a particular series.
Each Issuer Free Writing Prospectus, as of its issue date and at all subsequent times through the completion of the public offer and sale of the Securities or until any earlier date that the Company notified or notifies the Agents as described in Section 3(k), did not, does not and will not include any information that conflicted, conflicts or will conflict with the information contained in the Registration Statement or the Prospectus, including any document incorporated by reference therein and any preliminary or other prospectus deemed to be a part thereof that has not been superseded or modified.
The representations and warranties in this subsection shall not apply to statements in or omissions from the Registration Statement, the Prospectus, the General Disclosure Package or any Issuer Free Writing Prospectus made in reliance upon and in conformity with written information furnished to the Company by any Agent expressly for use therein.
(viii) The Company is not in violation of its corporate charter or bylaws; except as disclosed in the Registration Statement, General Disclosure Package and the Prospectus, the Company is not in default in the observance or performance of any obligation, agreement, indenture or instrument, except for any such default or defaults that would not, singly or in the aggregate, reasonably be expected to result in a material adverse change in the business, properties, financial condition, results of operations, management or prospects of the Company. The execution, delivery and performance of this Agreement and any applicable Terms Agreement, the Indenture and the Securities,
4
and compliance by the Company with the provisions of the Securities and the Indenture, have been duly authorized by all necessary corporate action and will not conflict with, result in the creation or imposition of any lien, charge or encumbrance upon any of the assets of the Company pursuant to the terms of, or constitute a default in the observance or performance of, any agreement, indenture or instrument, or result in a violation of the corporate charter or bylaws of the Company or any order, rule or regulation of any court or governmental agency having jurisdiction over the Company or its properties, the effect of which conflict, lien, charge, encumbrance, default or violation would result in a material adverse change in the business, properties, financial condition, results of operations, management or prospects of the Company or on the Companys ability to perform its obligations under, and consummate the transactions contemplated by, this Agreement, the Indenture or the Securities. Except as required by the Act, the Trust Indenture Act, the Exchange Act and applicable state securities laws, no consent, authorization or order of, or filing or registration with, any court or governmental agency is required for the execution, delivery and performance of this Agreement, any applicable Terms Agreement and the Indenture or in connection with the sale of Securities hereunder, the failure to obtain which consent, authorization or order or make which filing or registration would result in a material adverse change in the business, properties, financial condition, results of operations, management or prospects of the Company or on the Companys ability to perform its obligations under, and consummate the transactions contemplated by, this Agreement, the Indenture or the Securities. The Company has no subsidiaries within the meaning of Rule 405 of the Rules and Regulations.
(ix) From the dates as of which information is given in the Registration Statement, General Disclosure Package and the Prospectus, and except as described therein (a) there has not been any material adverse change in the business, properties, financial condition, results of operations, management or prospects of the Company, (b) there has been no material transaction entered into by the Company other than those in the ordinary course of business, (c) there has been no dividend or distribution of any kind declared, paid or made by the Company on its capital stock, except as disclosed in the financial statements incorporated by reference in the Registration Statement, the Prospectus and the General Disclosure Package and (d) there has been no amendment to the support agreement between the Company and PACCAR Inc (PACCAR) as amended and restated on June 19, 1989.
(x) Ernst & Young LLP, whose report appears in the Companys Annual Report on Form 10-K, which is incorporated by reference in the Registration Statement, the Prospectus and the General Disclosure Package, is an independent registered public accounting firm as required by the Act and the Rules and Regulations.
(xi) The Indenture has been validly authorized, duly executed and delivered by the Company, and constitutes a legally binding obligation of the Company enforceable in accordance with its terms (except as enforcement thereof may be limited by bankruptcy, insolvency, other laws relating to creditors rights generally or by general equity principles and except further as enforcement thereof may be limited by requirements that a claim with respect to any debt securities issued under the Indenture that are payable in a foreign currency (or a foreign currency judgment in respect of such claim) be converted into U.S. dollars at a rate of exchange prevailing on a date determined pursuant to applicable law or by governmental authority to limit, delay or prohibit the making of payments outside the United States).
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(xii) When the Securities are offered for sale pursuant hereto and to any applicable Terms Agreement, they will have been validly authorized for issuance and sale pursuant to this Agreement or such Terms Agreement and, upon delivery and payment therefor as provided in this Agreement, any applicable Terms Agreement and the Indenture will be validly issued and outstanding, and will constitute legally binding obligations of the Company enforceable in accordance with their terms (except as enforcement thereof may be limited by bankruptcy, insolvency, or other laws relating to creditors rights generally or by general equity principles and except further as enforcement thereof may be limited by requirements that a claim with respect to any Securities payable in a foreign currency (or a foreign currency judgment in respect of such claim) be converted into U.S. dollars at a rate or exchange prevailing on a date determined pursuant to applicable law or by governmental authority to limit, delay or prohibit the making of payments outside the United States); the Securities will be in a form previously certified to the Agents and contemplated by the Indenture and entitled to the benefits of the Indenture.
(xiii) The descriptions of the Securities and the Indenture contained in the Prospectus and the General Disclosure Package fairly present the information required with respect thereto in all material respects.
(xiv) PACCAR has been duly incorporated and is validly existing and in good standing under the laws of the State of Delaware; and the Company has been duly incorporated, is validly existing, and is active under the laws of the State of Washington, is duly qualified to do business and in good standing as a foreign corporation in each jurisdiction in which the failure to so qualify and be in good standing would materially adversely affect its business or financial condition, and has the power and authority necessary to own or hold its properties and to conduct the business in which it is presently engaged.
(xv) Except as described in the General Disclosure Package and the Prospectus, there is no material litigation or governmental proceeding pending or, to the knowledge of the Company, threatened against the Company which might result in any material adverse change in the financial condition, results of operations, business, property or prospects of the Company or which is required to be disclosed in the Registration Statement and the aggregate of all pending legal or governmental proceedings to which the Company is a party or of which its assets, properties or operations is the subject which are not described in the Registration Statement, the General Disclosure Package and the Prospectus, including ordinary routine litigation incidental to the business, may not reasonably be expected to result in a material adverse change in the business, properties, financial condition, results of operations, management or prospects of the Company or on the Companys ability to perform its obligations under, and consummate the transactions contemplated by, this Agreement, the Indenture or the Securities.
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(xvi) The financial statements filed as part of or incorporated by reference in the Registration Statement, the General Disclosure Package or the Prospectus present, and will present as of each applicable Representation Date, fairly, the financial condition and results of operations of the Company, at the dates and for the periods indicated therein, and have been, and will be as of each applicable Representation Date, prepared in conformity with generally accepted accounting principles applied on a consistent basis throughout the periods involved; and the supporting schedules included or incorporated by reference in the Registration Statement present fairly the information required to be stated therein. The interactive data in eXtensible Business Reporting Language incorporated by reference in the Registration Statement, the General Disclosure Package and the Prospectus fairly presents the information called for in all material respects and has been prepared in accordance with the Commissions rules and guidelines applicable thereto.
(xvii) The documents incorporated by reference in the Registration Statement, the General Disclosure Package and the Prospectus have been, and will be as of each applicable Representation Date, prepared by the Company in conformity in all material respects with the applicable requirements of the Act and the Rules and Regulations and the Exchange Act and the rules and regulations of the Commission thereunder; and such documents have been, or will be as of each applicable Representation Date, timely filed as required thereby.
(xviii) There are no contracts or other documents which are required to be filed as exhibits to the Registration Statement by the Act or by the Rules and Regulations, or which were required to be filed as exhibits to any document incorporated by reference in any prospectus by the Exchange Act or the rules and regulations of the Commission thereunder, which have not been filed as exhibits to the Registration Statement or to such document incorporated therein by reference as permitted by the Rules and Regulations or the rules and regulations of the Commission under the Exchange Act, as the case may be.
(xix) All the authorized, issued and outstanding capital stock of the Company has been duly authorized, is validly issued, fully paid and nonassessable and is owned, of record and beneficially, by PACCAR, free and clear of any mortgage, pledge, lien, claim or encumbrance, except as described in the General Disclosure Package and the Prospectus.
(xx) The Company has all licenses for the conduct of its business which the failure to have would have a material adverse effect on the business of the Company and all licenses are valid and in full force and effect; and the Company has not received any notice of proceedings relating to the revocation or modification of such licenses which, singly or in the aggregate, if subject to an unfavorable decision, would result in an adverse effect.
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(xxi) The operations of the Company are and have been conducted at all times in compliance with applicable financial recordkeeping and reporting requirements and the money laundering statutes and the rules and regulations thereunder and any related or similar rules, regulations or guidelines, issued, administered or enforced by any governmental agency (collectively, the Money Laundering Laws); and no action, suit or proceeding by or before any court or governmental agency, authority or body or any arbitrator involving the Company with respect to the Money Laundering Laws is pending or, to the best knowledge of the Company, threatened.
(xxii) None of the Company, any of its subsidiaries or, to the knowledge of the Company, any director, officer, agent, employee, affiliate or other person acting on behalf of the Company or any of its subsidiaries is (A) an individual or entity (Person) currently the subject or target of any sanctions administered or enforced by the United States Government, including, without limitation, the U.S. Department of the Treasurys Office of Foreign Assets Control (OFAC), the United Nations Security Council (UNSC), the European Union, Her Majestys Treasury (HMT), or other relevant sanctions authority (collectively, Sanctions) or (B) located, organized or resident in a country or territory in violation of such Sanctions. The Company will not, directly or indirectly, use the proceeds of the sale of the Securities, or lend, contribute or otherwise make available such proceeds to any subsidiaries, joint venture partners or other Person, to fund any activities of or business with any Person, or in any country or territory, that, at the time of such funding, is the subject of Sanctions or in any other manner that will result in a violation by any Person (including any Person participating in the transaction, whether as underwriter, advisor, investor or otherwise) of such Sanctions.
(xxiii) Neither the Company nor, to the knowledge of the Company, any director, officer, agent, employee or affiliate of the Company is aware of or has taken any action, directly or indirectly, that would result in a violation by such persons of the Foreign Corrupt Practices Act of 1977, as amended, and the rules and regulations thereunder (the FCPA), including, without limitation, making use of the mails or any means or instrumentality of interstate commerce corruptly in furtherance of an offer, payment, promise to pay or authorization of the payment of any money, or other property, gift, promise to give, or authorization of the giving of anything of value to any foreign official (as such term is defined in the FCPA) or any foreign political party or official thereof or any candidate for foreign political office, in contravention of the FCPA; and the Company and, to the knowledge of the Company, its affiliates have conducted their businesses in compliance with the FCPA and have instituted and maintain policies and procedures designed to ensure, and which are reasonably expected to continue to ensure, continued compliance therewith.
(xxiv) The Medium-Term Note program under which the Securities are issued (the Program), as well as the Securities, are rated A1 by Moodys Investors Service and A+ by Standard & Poors, or such other rating as to which the Company has most recently notified the Agents pursuant to Section 3(e) hereof.
(xxv) The Registration Statement is not the subject of a pending proceeding or examination under Section 8(d) or 8(e) of the Act, and the Company is not the subject of a pending proceeding under Section 8A of the Act in connection with the offering of the Securities.
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(xxvi) The Company maintains a system of internal control over financial reporting (as such term is defined in Rule 13a-15(f) under the Exchange Act) that complies with the requirements of the Exchange Act and has been designed by the Companys principal executive officer and principal financial officer, or under their supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles and that the interactive data in eXtensible Business Reporting Language incorporated by reference in the Registration Statement, the General Disclosure Package and the Prospectus fairly presents the information called for in all material respects and is prepared in accordance with the Commissions rules and guidelines applicable thereto. The Companys internal control over financial reporting is effective and the Company is not aware of any material weaknesses in its internal control over financial reporting. Since the date of the latest audited financial statements included or incorporated by reference in the Registration Statement, the General Disclosure Package or the Prospectus, there has been no change in the Companys internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, the Companys internal control over financial reporting. The Company maintains disclosure controls and procedures (as such term is defined in Rule 13a-15(e) under the Exchange Act) that comply with the requirements of the Exchange Act; such disclosure controls and procedures have been designed to ensure that material information relating to the Company is made known to the Companys principal executive officer and principal financial officer by others within those entities; and such disclosure controls and procedures are effective.
(xxvii) (A) There has been no security breach or incident, unauthorized access or disclosure, or other compromise of or relating to the Companys or its subsidiaries information technology and computer systems, networks, hardware, software, data and databases (including the data and information of their respective customers, employees, suppliers, vendors and any third party data maintained, processed or stored by the Company and its subsidiaries, and any such data processed or stored by third parties on behalf of the Company and its subsidiaries), equipment or technology (collectively, IT Systems and Data) that has materially compromised or impaired the IT Systems and Data; (B) neither the Company nor its subsidiaries have been notified of, and have no knowledge of, any event or condition that would result in any security breach or incident, unauthorized access or disclosure or other compromise that would materially compromise or impair the IT Systems and Data; and (C) the Company and its subsidiaries have implemented controls, policies, procedures, and technological safeguards to maintain and protect the integrity, continuous operation, redundancy and security of their IT Systems and Data that are reasonably consistent with industry standards and practices, or as required by applicable regulatory standards. The Company and its subsidiaries are presently in material compliance with all applicable laws or statutes and all judgments, orders, rules and regulations of any court or arbitrator or governmental or regulatory authority, internal policies and contractual obligations relating to the privacy and security of IT Systems and Data and to the protection of such IT Systems and Data from unauthorized use, access, misappropriation or modification.
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(b) Any certificate signed by any officer of the Company and delivered to an Agent or to its counsel in connection with an offering of Securities or the sale of Securities to an Agent as principal shall be deemed a representation and warranty by the Company to such Agent as to the matters covered thereby.
SECTION 2. Agents.
(a) Solicitations as Agent. On the basis of the representations and warranties contained herein, but subject to the terms and conditions herein set forth, each Agent agrees, as agent of the Company, to use reasonable efforts to solicit offers to purchase the Securities upon the terms and conditions set forth in the Prospectus. The Agents shall not appoint sub-agents. The Agents are authorized to engage the services of any other broker or dealer in connection with the offer or sale of the Securities purchased by the Agents as principal for resale to others, and the Agents may allow any portion of the discount they have received in connection with such purchases from the Company to such brokers or dealers.
The Agents shall offer the Securities at such times, in such amounts and maturities and at such rates of interest as the Company shall authorize, but the Company shall not approve the solicitation of purchases of Securities in excess of the amount which shall be authorized by the Company from time to time or in excess of the principal amount of Securities registered pursuant to the Registration Statement. The Agent will have no responsibility for maintaining records with respect to the aggregate principal amount of Securities sold, or of otherwise monitoring the availability of Securities for sale under the Registration Statement. The Agents shall furnish a copy of the Prospectus to each offeree to the extent required by the Act. The Agents shall not offer to sell to or solicit offers to buy from any person in any state or jurisdiction otherwise than in conformity with the Blue Sky Memorandum referred to in Section 4.
The Company reserves the right, in its sole discretion, to suspend solicitation of purchases of the Securities, commencing at any time, for a period of time or permanently. Promptly after receipt of telephonic, or written notice from the Company, the Agents will suspend solicitation of purchases of the Securities from the Company until such time as the Company has advised them that such solicitation may be resumed. Following any such notice, until such time as the Company shall notify the Agents, telephonically or in writing, to recommence solicitation of purchases of the Securities, the Company shall not be required to comply with the requirements of Sections 6(b), 6(c) and 6(d) hereof. Promptly after providing telephonic or written notice to the Agents to recommence such solicitation, the Company shall provide to the Agents such certificates, opinions and letters as generally described in Sections 6(b), 6(c) and 6(d) as the Agents may reasonably request or as may be specified in any applicable Terms Agreement.
Promptly upon the closing of the sale of any Securities, the Company agrees to pay the appropriate Agent a commission (or allow such Agent a discount) in the currency in which such Securities are denominated equal to a percentage of the principal amount of each of the Securities sold by the Company as a result of a solicitation made by such Agent during the term of this Agreement as set forth in Schedule A hereto, or such other amount as shall be agreed between the Company and such Agent and set forth in the pricing supplement relating to such Securities.
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The Agents are authorized to solicit orders for the Securities in such denominations (in U.S. dollars or in another currency), upon such terms and at such prices as the Company shall authorize and shall be set forth in a pricing supplement to the Prospectus to be prepared following each acceptance by the Company of an offer for the purchase of Securities. Unless otherwise specifically authorized, the Agents shall solicit orders only for the purchase of Securities (i) at 100 percent of their principal amount and (ii) denominated in U.S. dollars in the amount of $1,000 or any integral multiple of $1,000. Each Agent shall communicate to the Company, orally or in writing, each reasonable offer to purchase Securities received by it as Agent. The Company shall have the sole right to accept offers to purchase the Securities and may in its absolute discretion reject any such offer in whole or in part. The Company shall have no liability to any Agent for any commission for its rejection of any offer or its failure to consummate any sale. Each Agent shall have the right, in its discretion reasonably exercised, to reject any offer to purchase the Securities received by it in whole or in part, and any such rejection shall not be deemed a breach of its agreement contained herein.
(b) Purchases as Principal. Each sale of Securities to an Agent as principal shall be made in accordance with the terms contained herein and (unless the Company and the Agent shall otherwise agree) in a separate agreement which will provide for the sale of such Securities to, and the purchase and reoffering thereof by, the Agent. Each such separate agreement (which may be an oral agreement) between an Agent and the Company is herein referred to as a Terms Agreement. Unless the context otherwise requires, each reference contained herein to this Agreement shall be deemed to include any applicable Terms Agreement between the Company and an Agent. Each such Terms Agreement, whether oral or in writing, shall be with respect to such information (as applicable) as is specified in Exhibit A hereto. An Agents commitment to purchase Securities as principal pursuant to any Terms Agreement or otherwise shall be deemed to have been made on the basis of the representations and warranties of the Company herein contained and shall be subject to the terms and conditions herein set forth. Each Terms Agreement shall specify (i) the principal amount of Securities to be purchased by such Agent pursuant thereto, (ii) the price to be paid to the Company for such Securities (which shall be at a discount, if any, as specified in a Terms Agreement), (iii) the time and place of delivery of and payment for such Securities, (iv) any provisions relating to the rights of and any default by any broker or dealer acting together with such Agent in the reoffering of the Securities, and (v) such other provisions (including further terms of the Securities) as may be mutually agreed upon. The Agents may utilize a selling or dealer group in connection with the resale of the Securities purchased and may reallow to any broker or dealer any portion of the discount or commission payable pursuant hereto. Such Terms Agreement shall also specify the requirements for the stand-off agreement, officers certificate, opinions of counsel and comfort letter pursuant to Sections 3(l), 5(b), 5(c), 5(d), 5(f) and 5(g) hereof.
Securities to be purchased by an Agent as principal are herein called the Purchased Securities. Purchased Securities will be represented by a global certificate (the Book-Entry Securities) registered in the name of the depositary (the Depositary) specified in the Prospectus or by certificates issued in definitive form (the Certificated Securities). Delivery of Certificated Securities shall be made to the Agent and delivery of Book-Entry Securities shall be made to the Trustee as agent for the Depositary for the account of the Agent, in either case, against payment by the Agent of the purchase price to or upon the order of the Company in the funds specified in the applicable Terms Agreement. Certificated Securities shall be registered in
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such names and in such denominations as the Agent may request not less than two full business days prior to the applicable Closing Date (as defined below). The Company will have Certificated Securities available for inspection, checking and packaging by the Agent in the city in which delivery and payment is to occur, not later than 2 p.m., on the business day prior to the applicable Closing Date.
If the Company and two or more Agents enter into an agreement pursuant to which such Agents agree to purchase Securities from the Company as principal and one or more of such Agents shall fail on the Closing Date to purchase the Securities which it or they are obligated to purchase (the Defaulted Securities), then the nondefaulting Agents shall have the right, within 24 hours thereafter, to make arrangements for one of them or one or more other Agents or underwriters to purchase all, but not less than all, of the Defaulted Securities in such amounts as may be agreed upon and upon the terms herein set forth; provided, however, that if such arrangements shall not have been completed within such 24-hour period, then:
(a) | if the aggregate principal amount of Defaulted Securities does not exceed 10% of the aggregate principal amount of Securities to be so purchased by all of such Agents on the Closing Date, the nondefaulting Agents shall be obligated, severally and not jointly, to purchase the full amount thereof in the proportions that their respective initial underwriting obligations bear to the underwriting obligations of all nondefaulting Agents; or |
(b) | if the aggregate principal amount of Defaulted Securities exceeds 10% of the aggregate principal amount of Securities to be so purchased by all of such Agents on the Closing Date, such agreement shall terminate without liability on the part of any nondefaulting Agent. |
No action taken pursuant to this paragraph shall relieve any defaulting Agent from liability in respect of its default. In the event of any such default which does not result in a termination of such agreement, either the nondefaulting Agents or the Company shall have the right to postpone the Closing Date for a period not exceeding seven days in order to effect any required changes in the Registration Statement or the Prospectus or in any other documents or arrangements.
(c) Administrative Procedures. Administrative procedures respecting the sale of Securities shall be agreed upon from time to time by the Agents and the Company (the Procedures). The several Agents and the Company agree to perform the respective duties and obligations specifically provided to be performed by each of them herein and in the Procedures.
(d) Closing Date. The documents required to be delivered by Section 5 hereof shall be delivered at the offices of Sidley Austin LLP, 787 Seventh Avenue, New York, New York 10019, on the date hereof or, with respect to any particular Agent, such other date and time as such Agent and the Company may agree upon in writing (the Closing Date).
(e) Other Debt Securities. Nothing contained herein, other than Section 3(l) hereof, shall limit the right of the Company to authorize and issue debt securities, including medium-term notes other than the Securities, under the Indenture or otherwise.
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(f) Reliance. The Company and the Agents agree that any Securities the placement of which the Agents arrange shall be placed by the Agents, and any Securities purchased by an Agent shall be purchased, in reliance on the representations, warranties, covenants and agreements of the Company contained herein and on the terms and conditions and in the manner provided herein.
SECTION 3. Covenants of the Company.
The Company covenants and agrees:
(a) To furnish promptly to each Agent upon request a signed copy of the Registration Statement as filed with the Commission and each amendment or supplement thereto, and a copy of the General Disclosure Package and each Prospectus with respect to the Securities filed with the Commission, including all supplements thereto and all documents incorporated therein by reference, and all consents and exhibits filed therewith. The Registration Statement and each amendment thereto and the Prospectus and each amendment and supplement thereto so furnished to the Agents will be identical to any electronically transmitted copies thereof filed with the Commission pursuant to EDGAR, except to the extent permitted by Regulation S-T.
(b) To deliver promptly to each Agent such number of the following documents as each Agent may reasonably request: (i) conformed copies of the Registration Statement (excluding exhibits other than the computation of the ratios of earnings to fixed charges, the Indenture and this Agreement), (ii) the General Disclosure Package and Prospectus with respect to the Securities, and (iii) any documents incorporated by reference in any Prospectus with respect to the Securities (excluding exhibits).
(c) To file with the Commission, during any period in which any Prospectus is required by law to be delivered in connection with sales of the Securities, any amendment or supplement to the Registration Statement, any new registration statement or any Prospectus that is required by the Act or the Rules and Regulations, and all documents, and any amendments to previously filed documents, required to be filed by the Company pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act.
(d) Prior to filing with the Commission during any period in which the Prospectus is required by law to be delivered in connection with sales of Securities (including in circumstances where such requirement may be satisfied pursuant to Rule 172 of the Act) (i) any amendment or supplement to the Registration Statement and any new registration statement, (ii) any Prospectus or any amendment or supplement thereto, or (iii) any document incorporated by reference in any of the foregoing or any amendment of or supplement to any such incorporated document, to furnish a copy thereof to the counsel for the Agents and to allow the Agents and counsel for the Agents a reasonable opportunity to comment thereon and, between the date of delivery of any Terms Agreement and the Settlement Date with respect to such Terms Agreement, not to file any such document to which the applicable Agent reasonably objects. Unless otherwise notified by the Agents, the Company will prepare a final term sheet (the Final Term Sheet) reflecting the final terms of an offering of Securities, in form and substance satisfactory to the Agents, and shall file such Final Term Sheet as an issuer free writing prospectus pursuant to Rule 433 prior to the close of business within two days following the date such final terms are established.
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(e) To advise each Agent promptly (i) when any post-effective amendment to the Registration Statement or any new registration statement relating to or covering the Securities becomes effective, (ii) the receipt of any comments from the Commission, (iii) of any request by the Commission for an amendment or supplement to the Registration Statement or the filing of any new registration statement or any Prospectus, to any document incorporated by reference in any of the foregoing or for any additional information, (iv) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or such new registration statement or any order directed to any Prospectus or any document incorporated therein by reference or the initiation or threat of any stop order proceeding or of any challenge by the Commission to the accuracy or adequacy of any document incorporated by reference in any Prospectus or of any examination pursuant to Section 8(e) of the Act concerning the Registration Statement, (v) of receipt by the Company of any notification with respect to the suspension of the qualification of the Securities for sale in any jurisdiction or the initiation or threat of any proceeding for that purpose, (vi) of the occurrence of any event which causes the Registration Statement or such new registration statement or the General Disclosure Package or any Prospectus to contain an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein not misleading, and (vii) any change in the rating assigned by any nationally recognized statistical rating organization (NRSRO) to the Program or any debt securities (including the Securities) of the Company, or the public announcement by any NRSRO that it has under surveillance or review, with possible negative implications, its rating of the Program or any such debt securities, or the withdrawal by an NRSRO of its rating of the Program or any such debt securities. The Company will effect all filings required under Rule 424(b), in the manner and within the time period required by Rule 424(b) (without reliance on Rule 424(b)(8)), and will take such steps as it deems necessary to ascertain promptly whether the form of prospectus (including, without limitation, any pricing supplement) transmitted for filing under Rule 424(b) was received for filing by the Commission and, in the event that it was not, it will promptly file such prospectus (including, without limitation, any pricing supplement). The Company will make every reasonable effort to prevent the issuance of any stop order and, if any stop order is issued, to obtain the lifting thereof at the earliest possible moment.
(f) To pay the required Commission filing fees relating to the Securities within the time required by Rule 456(b)(1) (i) of the Rules and Regulations without regard to the proviso therein and otherwise in accordance with Rules 456(b) and 457(r) of the Rules and Regulations (including, if applicable, by updating the Calculation of Registration Fee table in accordance with Rule 456(b)(1)(ii) either in a post-effective amendment to the Registration Statement or on the cover page of a prospectus filed pursuant to Rule 424(b)).
(g) To make generally available to its security holders, as soon as practicable but in no event later than 90 days after each twelve-month period identified below, an earnings statement (in form complying with the provisions of Section 11(a) of the Act, which need not be certified by independent certified public accountants unless required by the Act or the Rules and Regulations) covering the twelve-month period beginning not later than the first day of the fiscal quarter next following each date which (i) under Section 11(a) of the Act and the Rules and Regulations is an effective date of the Registration Statement for purposes of said Section 11(a), and (ii) is not later than the last sale hereunder; provided that such delivery requirement shall be deemed met by the Companys compliance with its reporting requirements pursuant to the Exchange Act and the rules and regulations promulgated by the Commission thereunder.
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(h) So long as any of the Securities are outstanding, to furnish to each Agent not later than the time the Company makes the same generally available to others, copies of all reports and financial statements furnished by the Company to any securities exchange on which the Securities are listed pursuant to requirements of or agreements with such exchange or to the Commission pursuant to the Exchange Act or any rule or regulation of the Commission thereunder to the extent that such reports and financial statements are not publicly available on EDGAR.
(i) To endeavor, in cooperation with the Agents, to qualify the Securities for offering and sale under the applicable securities laws of such states and other jurisdictions of the United States as we may agree upon and to maintain such qualifications in effect for as long as may be required for the distribution of the Securities; provided that in no event shall the Company be obligated to qualify to do business as a foreign corporation in any jurisdiction where it is not already so qualified, to file any general consent to service of process, or to subject itself to taxation in any jurisdiction where it is not already subject to taxation. The Company will file such statements and reports as may be required by the laws of each jurisdiction in which the Securities have been qualified as above provided.
(j) To prepare, with respect to any Securities to be sold through or to the Agents pursuant to this Agreement, a pricing supplement with respect to such Securities in a form previously approved by the Agents and to file the Prospectus, including such pricing supplement pursuant to Rule 424(b) (or any rule succeeding or replacing such rule) under the Act within the time periods required therein.
(k) Subject to Section 3(d), if at any time during the term of this Agreement any event shall occur or any condition shall exist as a result of which it is necessary, in the reasonable opinion of counsel for the Agents or counsel for the Company, to further amend or supplement the Prospectus or the General Disclosure Package in order that the Prospectus or the General Disclosure Package will not include an untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein not misleading in the light of the circumstances existing at the time the Prospectus or the General Disclosure Package is delivered to a purchaser, or if it shall be necessary, in the reasonable opinion of either of such counsel, to amend or supplement the Registration Statement or the Prospectus or the General Disclosure Package or to file a new registration statement in order to comply with the requirements of the Act or the Rules and Regulations, immediate notice shall be given, and confirmed in writing, to the Agents to cease the solicitation of offers to purchase the Securities in the Agents capacity as agent and to cease sales of any Securities the Agents may then own as principal pursuant to a Terms Agreement, and the Company will promptly prepare and file with the Commission such amendment or supplement or a new registration statement, whether by filing documents pursuant to the Exchange Act, the Act or otherwise, as may be necessary to correct such untrue statement or omission or to make the Registration Statement, any new registration statement and Prospectus or the General Disclosure Package comply with such requirements. The Company shall not be required to comply with the provisions of this subsection during any period from the time (i) the Agents shall have suspended solicitation of purchases of the Securities in their
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capacity as agents pursuant to a request from the Company and (ii) the Agents shall not then hold any Securities as principal purchased pursuant to a Terms Agreement, to the time the Company shall determine that solicitation of purchases of the Securities should be resumed or shall subsequently enter into a new Terms Agreement with the Agents. If at any time following issuance of an Issuer Free Writing Prospectus there occurred or occurs an event or development as a result of which such Issuer Free Writing Prospectus conflicted or would conflict with the information contained in the Registration Statement relating to the Securities or included or would include an untrue statement of a material fact or omitted or would omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances prevailing at that subsequent time, not misleading, the Company will promptly notify the Agents and will promptly amend or supplement, at its own expense, such Issuer Free Writing Prospectus to eliminate or correct such conflict, untrue statement or omission.
(l) If provided in a Terms Agreement, between the date of such Terms Agreement and the Settlement Date with respect to such Terms Agreement, to not offer or sell, or enter into any agreement to sell, any debt securities of the Company (other than the Securities that are to be sold pursuant to such Terms Agreement and commercial paper for other short-term debt with an original maturity of 270 days or less in the ordinary course of business) without such Agents prior consent.
(m) To use the net proceeds received by it from the issuance and sale of the Securities in the manner specified in the General Disclosure Package and the Prospectus.
(n) The Company represents and agrees that, unless it obtains the prior consent of the Agents, and each Agent represents and agrees that, unless it obtains the prior consent of the Company, it has not made and will not make any offer relating to the Securities that would constitute an issuer free writing prospectus, as defined in Rule 433, or that would otherwise constitute a free writing prospectus, as defined in Rule 405, required to be filed with the Commission; provided, however, that prior to the preparation of the Final Term Sheet in accordance with Section 3(d), the Agents are authorized to use the information with respect to the final terms of the applicable Securities in communications conveying information relating to the applicable offering of Securities to investors. Any such free writing prospectus consented to by the Company and the Agent(s) is hereinafter referred to as a Permitted Free Writing Prospectus. The Company represents that it has treated or agrees that it will treat each Permitted Free Writing Prospectus as an issuer free writing prospectus, as defined in Rule 433, and has complied and will comply with the requirements of Rule 433 applicable to any Permitted Free Writing Prospectus, including timely filing with the Commission where required, legending and record keeping; provided, however, that any such treatment shall not convert a Permitted Free Writing Prospectus that would not otherwise constitute an Issuer Free Writing Prospectus into an Issuer Free Writing Prospectus solely due to such treatment. Any Permitted Free Writing Prospectus shall be considered to be an Issuer General Use Free Writing Prospectus unless otherwise agreed to by the Company and the Agents.
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SECTION 4. Payment of Expenses.
The Company will pay (i) the costs incident to its authorization, issuance, sale and delivery of the Securities and any taxes payable in that connection, (ii) the costs incident to the preparation, printing and filing under the Act of the Registration Statement, any new registration statement and any amendments and exhibits thereto, (iii) the costs incident to the preparation, printing and filing of any document and any amendments and exhibits thereto required to be filed by the Company under the Exchange Act, (iv) the costs of furnishing to the Agents copies of the Registration Statement filed and each amendment and post-effective amendment thereof (including exhibits), any preliminary prospectus, Permitted Free Writing Prospectus or Prospectus, any supplement to the Prospectus and any documents incorporated by reference in any of the foregoing documents, (v) the fees and disbursements of the Trustee and its counsel, (vi) the cost of any filings with the Financial Industry Regulatory Authority, Inc., in respect of the Securities, (vii) the fees and disbursements of counsel to the Company, (viii) any fees payable to rating agencies in connection with the rating of the Securities, (ix) the fees and expenses of qualifying the Securities under the securities laws of the several jurisdictions as provided in this Agreement and of preparing and printing a Blue Sky Memorandum and a memorandum concerning the legality of the Securities as an investment (including reasonable fees and expenses of counsel for the Agents in connection therewith), and (x) all other costs and expenses incident to the Companys performance of its obligations under this Agreement.
In addition, the Company agrees to pay the reasonable fees and disbursements of Sidley Austin LLP, counsel for the Agents in connection with the sale of the Securities.
SECTION 5. Conditions of Obligations.
The obligations of an Agent to solicit offers to purchase the Securities will be subject to the continued accuracy of the representations and warranties of the Company contained herein, to the accuracy of the statements of the Companys officers made in any certificate furnished pursuant to the provisions hereof, to the performance and observance by the Company of all covenants and agreements contained herein and to the following additional conditions:
(a) No stop order suspending the effectiveness of the Registration Statement shall have been issued and no order shall have been issued by the Commission suspending or preventing the use of the General Disclosure Package or any prospectus, and no proceedings for such purpose shall be pending before or threatened by the Commission and any request by the Commission for additional information shall have been complied with to the reasonable satisfaction of counsel to the Agents.
(b) At the Closing Date, the Agents shall have received the opinion, dated as of the delivery date thereof, of Counsel of PACCAR and the Company, in form and substance reasonably satisfactory to the Agents and their counsel, to the effect that:
(i) PACCAR has been duly incorporated and is validly existing as a corporation in good standing under the laws of the State of Delaware and the Company has been duly incorporated, is validly existing as a corporation, and is active under the laws of the State of Washington.
(ii) The Company has corporate power and authority to own, lease and operate its properties and conduct its business as described in the Registration Statement, the General Disclosure Package and the Prospectus.
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(iii) The Company is duly qualified and in good standing as a foreign corporation to transact business in each jurisdiction in which the failure to so qualify and be in good standing would materially adversely affect its business or financial condition.
(iv) The authorized, issued and outstanding capital stock of the Company is as set forth in the General Disclosure Package and the Prospectus and the shares of issued and outstanding capital stock set forth therein have been duly authorized and validly issued and are fully paid and non-assessable and are owned, of record and beneficially, by PACCAR, free and clear of any mortgage, pledge, lien, claim or encumbrance except as described in the General Disclosure Package and the Prospectus.
(v) Such counsel does not know of any litigation or any governmental proceeding pending or threatened against the Company which would affect the subject matter of this Agreement or which is required to be disclosed in the Statutory Prospectus or the Prospectus and is not disclosed and fairly summarized therein.
(vi) Such counsel does not know of any contracts or other documents which are required to be filed as exhibits to the Registration Statement by the Act or by the Rules and Regulations, or which are required to be filed by the Exchange Act or the rules and regulations of the Commission thereunder as exhibits to any document incorporated by reference in the Prospectus, which have not been filed as exhibits to the Registration Statement or to such document incorporated therein by reference as permitted by the Rules and Regulations or the rules and regulations of the Commission under the Exchange Act.
(vii) The Company is not in violation of its corporate charter or bylaws or, to the best of such counsels knowledge after due inquiry, in default under any material agreement, indenture or instrument, the effect of which violation or default would be material to the Company.
(viii) The execution, delivery and performance of this Agreement, and compliance by the Company with the provisions of the Securities and the Indenture, will not conflict with, or result in the creation or imposition of any lien, charge or encumbrance upon any of the assets of the Company pursuant to the terms of, or constitute a default under, any agreement, indenture or instrument known to such counsel after due inquiry, or result in a violation of the corporate charter or bylaws of the Company or any order, rule or regulation of any court or governmental agency having jurisdiction over the Company, or its properties, the effect of which conflict, lien, charge, encumbrance, default or violation would result in a material adverse change in the business, properties, financial condition, results of operations, management or prospects of the Company or on the Companys ability to perform its obligations under, and consummate the transactions contemplated by, this Agreement, the Indenture or the Securities; and, except as may be required by the Act, the Trust Indenture Act, the Exchange Act or state securities laws, no consent, authorization or order of, or filing or registration with, any court or governmental agency is required for the execution, delivery and performance by the Company of this Agreement or any Terms Agreement, the failure to obtain which consent, authorization or order to make which filing or
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registration would result in a material adverse change in the business, properties, financial condition, results of operations, management or prospects of the Company or on the Companys ability to perform its obligations under, and consummate the transactions contemplated by, this Agreement, the Indenture or the Securities.
(ix) The Registration Statement and the Prospectus (except that no opinion need be expressed as to the financial statements and other financial data contained therein) comply as to form in all material respects with the requirements of the Act and the rules and regulations of the Commission thereunder, and the documents incorporated by reference in the Registration Statement, the Prospectus and, if this opinion is required by an agreement by an Agent to purchase Notes as principal, the General Disclosure Package (except that no opinion need be expressed as to the financial statements and other financial data contained therein) comply as to form in all material respects with the applicable requirements of the Exchange Act and the rules and regulations of the Commission thereunder; such counsel shall also confirm that no facts have come to the attention of such counsel that gives such counsel reason to believe that, as of the applicable effective date, the Registration Statement or any amendment or supplement thereto contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading, that the Prospectus or any amendment or supplement thereto, as of its date and, if this opinion is required by an agreement by an Agent to purchase Notes as principal, as of the Closing Date, contained or contains an untrue statement of a material fact or omitted or omits to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading and, if this opinion is required by any agreement by an Agent to purchase Notes as principal, that the General Disclosure Package as of the Applicable Time, contained an untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.
(c) At the Closing Date, the Agents and the Company shall have received the opinion, dated as of the date of delivery thereof, of Perkins Coie LLP, counsel for the Company, in form and substance reasonably satisfactory to the Agents and their counsel, to the effect that:
(i) The statements in the Registration Statement, the General Disclosure Package and the Prospectus under the captions Description of the Notes, Special Provisions Relating to Foreign Currency Notes and Description of Securities, in each case insofar as the statements purport to describe the provisions of documents and laws referred to therein, are accurate in all material respects.
(ii) The Indenture is qualified under, and complies in all material respects as to form with, the Trust Indenture Act.
(iii) The Registration Statement has become effective under the Act. To the knowledge of such counsel, (a) no stop order suspending effectiveness of the Registration Statement has been issued under the Act, and no proceedings for this purpose are pending or threatened by the Commission, and (b) no order of the Commission challenging the accuracy or adequacy of any document incorporated by reference in any Prospectus has been issued, and no proceedings for this purpose are pending or threatened by the Commission.
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(iv) Without independent verification of the factual accuracy, completeness or fairness of any statements made in the Registration Statement, the Prospectus or any documents incorporated by reference therein or in any General Disclosure Package, each of the Registration Statement and the Prospectus (except that no opinion need be expressed as to the financial statements, financial schedules and other financial information contained therein or that part of the Registration Statement that constitutes the Form T-1) appear on its face to be appropriately responsive in all material respects to the requirements of the Act and the Rules and Regulations, and each of the documents incorporated by reference in the Registration Statement, the Prospectus and, if this opinion is required by an agreement by an Agent to purchase Notes as principal, the General Disclosure Package (except that no opinion need be expressed as to the financial statements, financial schedules and other financial information contained therein) appear on its face to be appropriately responsive in all material respects to the applicable requirements of the Exchange Act and the rules and regulations of the Commission thereunder.
(v) This Agreement has been duly authorized, executed and delivered by the Company and constitutes the valid and binding agreement of the Company.
(vi) The Indenture has been duly and validly authorized, executed and delivered by the Company and constitutes the legal, valid and binding agreement of the Company enforceable in accordance with its terms (except as enforcement thereof may be limited by bankruptcy, insolvency, other laws relating to creditors rights generally or by general equity principles).
(vii) The Securities are in a form contemplated by the Indenture and have been duly and validly authorized by all necessary corporate action and, when executed and authenticated as specified in the Indenture and delivered against payment therefor in accordance with this Agreement, will be legal, valid and binding obligations of the Company enforceable in accordance with their terms (except as enforcement thereof may be limited by bankruptcy, insolvency, other laws relating to creditors rights generally or by general equity principles).
(viii) The information in the Registration Statement, the General Disclosure Package and the Prospectus under United States Federal Income Taxation, to the extent that it constitutes matters of law, summaries of legal matters, has been reviewed by us and is correct in all material respects; and our opinion set forth under United States Federal Income Taxation is confirmed.
(ix) Such counsel shall also confirm that although such counsel assumes no responsibility for the factual accuracy, completeness or fairness of any statements (other than as set forth in paragraphs (i) and (viii) above and subject to the assumptions, exclusions and qualifications set forth in such counsels opinion) made in (a) the
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Registration Statement or any amendment or supplement thereto, (b) the General Disclosure Package or any amendment or supplement thereto, (c) the Prospectus or any amendment or supplement thereto, or (d) the documents incorporated by reference in the Prospectus or any further amendment or supplement thereto, nothing has come to such counsels attention that caused such counsel to believe that:
a. | the Registration Statement or any amendment or supplement thereto (except for the financial statements, financial schedules and other financial information included therein and that part of the Registration Statement that constitutes the Form T-1, as to which such counsel makes no statement) at the time the Registration Statement or such amendment or supplement became effective contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading, or |
b. | if this opinion is required by any agreement by an Agent to purchase Notes as principal, the General Disclosure Package (except for the financial statements, financial schedules and other financial information included therein, as to which such counsel makes no statement) as of the Applicable Time contained any untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, or |
c. | the Prospectus (except for the financial statements, financial schedules and other financial information included therein, as to which such counsel makes no statement) as of its date and as of the Closing Date contained or contains any untrue statement of a material fact or omitted or omits to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. |
(d) At the Closing Date, the Agents shall have received the opinion, dated as of the delivery date thereof, of Sidley Austin LLP, counsel to the Agents, in form and substance satisfactory to the Agents. In addition, at each Settlement Date with respect to any applicable Terms Agreement to which one or more Agents is a party, if called for by such Terms Agreement, such Agent or Agents shall have received the opinion, dated as of the delivery date thereof, of Sidley Austin LLP, counsel to the Agents, in form and substance satisfactory to such Agent or Agents.
(e) On or prior to the Closing Date, the Agents shall have been furnished such other documents, certificates and opinions as they may reasonably request for the purpose of enabling them or Sidley Austin LLP, counsel for the Agents, to determine the accuracy, completeness or satisfaction of any of the representations, warranties or conditions herein contained.
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(f) At each Closing Date, the Agents shall have received a certificate of the President, a Vice President, the General Manager, the Treasurer or the Controller of the Company to the effect that, to the best of such officers knowledge, the conditions set forth in Section 5 (a) and (h) have been satisfied, and as to the continued accuracy of the representations and warranties of the Company set forth herein.
(g) The Company has furnished to the Agents on the Closing Date a letter of Ernst & Young LLP, addressed to the Agents and dated the Closing Date, confirming that they are independent auditors within the meaning of the Act and are in compliance with the applicable requirements relating to the qualification of accountants under Rule 2-01 of Regulation S-X of the Commission, and stating, as of the date of such letter (or with respect to matters involving changes or developments since the respective dates as of which specified financial information is given in the General Disclosure Package and the Prospectus, as of a date not more than three business days prior to the date of such letter), the conclusions and findings of such accountants with respect to such financial information and other matters as reasonably requested by the Agents.
(h) No order suspending the sale of the Securities in any jurisdiction designated pursuant to Section 3(i) hereof shall have been issued, and no proceeding for that purpose shall have been instituted or, to the knowledge of the purchasing Agent or the Company, shall be contemplated.
All opinions, letters, evidences and certificates mentioned above or elsewhere in this Agreement shall be deemed to be in compliance with the provisions hereof only if they are in form and substance reasonably satisfactory to Sidley Austin LLP, counsel to the Agents.
If any conditions specified in this Section shall not have been fulfilled in all material respects, the agency of any Agent under this Agreement may be terminated by such Agent by notice to the Company at any time on or prior to the Closing Date, and such termination shall be without liability of either the Company or such Agent, except with respect to any unpaid commission then owing to such Agent by the Company and except that Sections 3(h), 4, 7, 9 and 13 hereof shall remain in effect.
SECTION 6. Additional Covenants of the Company.
The Company covenants and agrees that:
(a) Each acceptance by the Company of an offer for the purchase of Securities through an Agent, and each delivery of Securities to an Agent pursuant to a Terms Agreement, shall be deemed to be an affirmation to such Agent that the representations and warranties of the Company contained in this Agreement and in any certificate theretofore delivered to such Agent pursuant hereto are true and correct at the time of such acceptance, and an undertaking that such representations and warranties will be true and correct at the time of delivery to the purchaser or his agent of the Securities relating to such acceptance, as though made at and as of each such time (it being understood that such representations and warranties shall relate to the Registration Statement and the Prospectus as amended or supplemented to each such time).
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(b) Each time that (1) the Registration Statement or the Prospectus shall be amended or supplemented or the Company files with the Commission any document incorporated by reference into the Prospectus (other than by an amendment or supplement providing solely for a change in the interest rates, manner of determining interest rates, interest payment dates or maturities of the Securities or a change in the principal amount of Securities remaining to be sold or similar changes or a supplement to the Prospectus in the form previously furnished to the Agents relating to a sale of securities otherwise than through an Agent) or (2) (if required pursuant to the terms of a Terms Agreement) the Company sells Securities to an Agent pursuant to a Terms Agreement, the Company shall furnish or cause to be furnished to each Agent promptly a certificate of the President, a Vice President, the General Manager, the Treasurer or the Controller of the Company to the effect that the statements contained in the certificate referred to in Section 5(f) hereof which was last furnished to such Agent are true and correct at the time of such amendment or supplement or filing (or the Settlement Date), as the case may be, as though made at and as of such time (except that such statements shall be deemed to relate to the Registration Statement and the Prospectus as amended and supplemented to such time) or, in lieu of such certificate, a certificate of the same tenor as the certificate referred to in said Section 5(f), modified as necessary to relate to the Registration Statement and the Prospectus as amended and supplemented to the time of delivery of such certificate; provided, however, that any certificate furnished or caused to be furnished pursuant to clause (1) of this paragraph shall be at the option of the Company.
(c) Each time that (1) the Registration Statement or the Prospectus shall be amended or supplemented or the Company files with the Commission any document incorporated by reference into the Prospectus (other than by an amendment or supplement providing solely for a change in the interest rates, manner of determining interest rates, interest payment dates or maturities of the Securities remaining to be sold or similar changes or a supplement to the Prospectus in the form previously furnished to the Agents relating to the sale of securities otherwise than through an Agent) or (2) (if required pursuant to the terms of a Terms Agreement) the Company sells Securities to an Agent pursuant to a Terms Agreement, the Company shall cause to be furnished promptly to each Agent and its counsel the written opinion or opinions of Counsel of PACCAR and the Company, and/or, at the option of the Company, of Perkins Coie LLP, dated the date of delivery of such opinion or opinions, of the same tenor as the opinions referred to in Sections 5(b) and 5(c) hereof, but modified as necessary, to relate to the Registration Statement and the Prospectus as amended or supplemented to the time of delivery of such opinion or opinions; provided, however, that in lieu of such opinion or opinions, counsel may furnish a letter to the effect that the Agents may rely on a prior opinion of such counsel which was to the same effect as the opinion in lieu of which such letter is given to the same extent as though it was dated the date of such letter authorizing reliance (except that statements in such prior opinion shall be deemed to relate to the Registration Statement and the Prospectus as amended or supplemented to the time of delivery of such letter authorizing reliance); provided, further, that any opinion or opinions caused to be furnished pursuant to clause (1) of this paragraph shall be at the option of the Company.
(d) Each time that (1) the Registration Statement or the Prospectus shall be amended or supplemented to include additional financial information or the Company files with the Commission any document incorporated by reference into the Prospectus which contains additional financial information or (2) (if required pursuant to the terms of a Terms Agreement) the Company sells Securities to an Agent pursuant to a Terms Agreement, the Company shall cause Ernst & Young LLP promptly to furnish each Agent a letter, dated the date of filing of such amendment, supplement or document with the Commission or the Settlement Date, as the
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case may be, in form satisfactory to each Agent, of the same tenor as the letter referred to in Section 5(g) hereof but modified to relate to the Registration Statement and Prospectus, as amended and supplemented to the date of such letter, with such changes as may be necessary to reflect changes in the financial statements and other information derived from the accounting records of the Company; provided, however, that if the Registration Statement or the Prospectus is amended or supplemented solely to include financial information as of and for a fiscal quarter, Ernst & Young LLP may limit the scope of such letter to the unaudited financial statements included in such amendment or supplement unless there is contained therein any other accounting, financial or statistical information that, in the reasonable judgment of an Agent, should be covered by such letter; provided, further, that any letter caused to be furnished pursuant to clause (1) of this paragraph shall be at the option of the Company.
SECTION 7. Indemnification and Contribution.
(a) The Company shall indemnify and hold harmless each Agent, each person, if any, who at the written request of such Agent and with the consent of the Company is participating with such Agent as the Companys agent in the distribution of the Securities who is an underwriter within the meaning of Section 2(11) of the Act with respect to the distribution of the Securities (the Participants) and each director, officer, affiliate or other person, if any, who controls such Agent or any Participant within the meaning of the Act from and against any loss, claim, damage or liability, joint or several, and any action in respect thereof, to which such Agent or such Participant or controlling person may become subject, under the Act or otherwise, insofar as such loss, claim, damage, liability or action arises out of, or is based upon, any untrue statement or alleged untrue statement of a material fact contained in any preliminary prospectus, the Registration Statement, Issuer Free Writing Prospectus, General Disclosure Package or any Prospectus, or arises out of, or is based upon, the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and shall reimburse such Agent, each such Participant, and each such controlling person for any legal and other expenses reasonably incurred, as they are incurred, by it in investigating or defending or preparing to defend against any such loss, claim, damage, liability or action; provided, however, that the Company shall not be liable in any such case to the extent that any such loss, claim, damage, liability or action arises out of, or is based upon, any untrue statement or alleged untrue statement or omission or alleged omission made in any preliminary prospectus, any Issuer Free Writing Prospectus, the General Disclosure Package, the Registration Statement or any Prospectus in reliance upon and in conformity with written information furnished to the Company by such Agent specifically for inclusion therein; and provided, further, that this indemnity agreement shall not inure to the benefit of any Agent, any Participant, or any director, officer or other person, if any, controlling such Agent or any Participant, on account of any loss, claim, damage, liability or action arising from the sale of Securities to any person by such Agent or such Participant if (i) prior to the Applicable Time for such Securities, the Company shall have notified such Agent that the Issuer Free Writing Prospectus or the General Disclosure Package has been amended, that such amendment is a material change and that such Agent must use such amended Issuer Free Writing Prospectus or General Disclosure Package, in lieu of the prior Issuer Free Writing Prospectus or General Disclosure Package, and, prior to the Applicable Time for such Securities, the Company shall have filed such amended Issuer Free Writing Prospectus or General Disclosure Package with the Commission, (ii) such amended Issuer Free Writing Prospectus or General Disclosure Package was conveyed to such Agent
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sufficiently in advance of the Applicable Time so that such amended Issuer Free Writing Prospectus or the General Disclosure Package could have been conveyed to such person prior to the Applicable Time, (iii) such amended Issuer Free Writing Prospectus or General Disclosure Package (excluding any document then incorporated or deemed incorporated therein by reference) was not conveyed to such person prior to the Applicable Time, and (iv) such amended Issuer Free Writing Prospectus or General Disclosure Package would have cured the defect giving rise to such losses, liabilities, costs or claims. The foregoing indemnity agreement is in addition to any liability which the Company may otherwise have to any Agent or any Participant or any controlling person.
(b) Each Agent shall severally indemnify and hold harmless the Company, each of its directors, each of its officers who signed the Registration Statement and any person who controls the Company within the meaning of the Act from and against any loss, claim, damage or liability, joint or several, and any action in respect thereof, to which the Company or any such director, officer or controlling person may become subject, under the Act or otherwise, insofar as such loss, claim, damage, liability or action arises out of, or is based upon, any untrue statement or alleged untrue statement of a material fact contained in any preliminary prospectus, any Issuer Free Writing Prospectus, the General Disclosure Package, the Registration Statement, or any Prospectus, or arises out of, or is based upon, the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, but in each case only to the extent that the untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with written information furnished to the Company by such Agent specifically for inclusion therein, and shall reimburse the Company and any such director, officer or controlling person for any legal and other expenses reasonably incurred, as they are incurred, by the Company or any such director, officer or controlling person in investigating or defending or preparing to defend against such loss, claim, damage, liability or action. The foregoing indemnity agreement is in addition to any liability which any Agent may otherwise have to the Company or any of its directors, officers or controlling persons.
(c) Promptly after receipt by an indemnified party under this Section of notice of any claim or the commencement of any action, the indemnified party shall, if a claim in respect thereof is to be made against the indemnifying party under this Section, notify the indemnifying party in writing of the claim or the commencement of that action; provided, however, that the failure to notify the indemnifying party shall not relieve it from any liability which it may have to an indemnified party otherwise than under this Section. If any such claim or action shall be brought against an indemnified party, and it shall notify the indemnifying party thereof, the indemnifying party shall be entitled to participate therein, and, to the extent that it wishes, jointly with any other similarly notified indemnifying party, to assume the defense thereof with counsel reasonably satisfactory to the indemnified party. After notice from the indemnifying party to the indemnified party of its election to assume the defense of such claim or action, the indemnifying party shall not be liable to the indemnified party under this Section for any legal or other expenses subsequently incurred by the indemnified party in connection with the defense thereof other than reasonable costs of investigation; provided, however, that the indemnified party shall have the right to employ a separate counsel and one local counsel to represent such indemnified party who may be subject to liability arising out of any claim in respect of which indemnity may be sought by the indemnified party against the indemnifying party under this Section if, in the
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reasonable judgment of the indemnified party, it is advisable for such indemnified party to be represented by separate counsel, but the fees and expenses of such counsel or such local counsel shall be at the expense of such indemnified party unless (i) the employment of counsel by such indemnified party has been authorized by the indemnifying party, (ii) the indemnified party shall have reasonably concluded that there is a conflict of interest between the indemnifying party and the indemnified party in the conduct of the defense of such action or additional or different defenses such that the counsel retained by the indemnifying party to defend the indemnified party in such action cannot adequately represent the interests of the indemnified party (in which case the indemnifying party shall not have the right to direct the defense of such action on behalf of the indemnified party), or (iii) the indemnifying party shall not in fact have employed counsel to assume the defense of such action, in each of which cases the fees and expense of such separate counsel shall be paid by the indemnifying party. An indemnifying party shall not be liable for any claim or action settled without its consent, which consent may not be unreasonably withheld or delayed but if settled with such consent or if there be a final judgment for the plaintiff, the indemnifying party agrees to indemnify the indemnified party against any loss, claim, damage, liability or expense by reason of such settlement or judgment. No indemnifying party shall, without the written consent of the indemnified party, effect the settlement or compromise of, or consent to the entry of any judgment with respect to, any pending or threatened action or claim in respect of which indemnification or contribution may be sought hereunder unless such settlement, compromise or judgment (i) includes an unconditional release of the indemnified party from all liability arising out of such action or claim and (ii) does not include a statement as to or an admission of fault, culpability or a failure to act, by or on behalf of any indemnified party.
(d) If the indemnification provided for in this Section shall for any reason (other than as specified herein) be unavailable to an indemnified party under Section 7(a) or 7(b) in respect of any loss, claim, damage or liability, or any action in respect thereof, referred to therein, then each indemnifying party shall, in lieu of indemnifying such indemnified party, contribute to the amount paid or payable by such indemnified party as a result of such loss, claim, damage or liability, or action in respect thereof, in such proportion as shall be appropriate to reflect the relative benefits received by the indemnified party and the indemnifying party from the offering of the Securities, the relative fault of the indemnified party and the indemnifying party with respect to the statements or omissions which resulted in such loss, claim, damage or liability, or action in respect thereof, as well as any other relevant equitable considerations. The relative benefits received by the Company on the one hand and an Agent on the other with respect to an offering shall be determined in light of the relation of the total net proceeds from the offering of the Securities (before deducting expenses) received by the Company to the total commissions received by the Agent with respect to such offering. The relative fault shall be determined by reference to whether the untrue or alleged untrue statement of a material fact or omission or alleged omission to state a material fact relates to information supplied by the Company or by an Agent, the intent of the parties and their relative knowledge, access to information and opportunity to correct or prevent such statement or omission. The Company and the Agents agree that it would not be just and equitable if contributions pursuant to this Section 7(d) were to be determined by pro rata allocation or by any other method of allocation which does not take into account the equitable considerations referred to herein. The amount paid or payable by an indemnified party as a result of the loss, claim, damage or liability, or action in respect thereof, referred to above in this Section 7(d) shall be deemed to include, for purposes of this Section
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7(d), any legal or other expenses reasonably incurred by such indemnified party in connection with investigating or defending any such action or claim. Notwithstanding the provisions of this Section 7(d), no Agent shall be required to contribute any amount in excess of the amount by which the total price at which the Purchased Securities were offered by it to the public exceeds the amount of any damages which it shall have otherwise paid or become liable to pay by reason of any untrue or alleged untrue statement or omission or alleged omission. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation.
(e) Each Agent represents for purposes of Sections 7(a) and 7(b) that it has received a copy of the form of Prospectus the Company proposes to file with the Commission with respect to the Securities and that the Agent will be soliciting offers to purchase the Securities (subject to the conditions hereof) for sale as described therein.
SECTION 8. Assistance by the Agents.
Each Agent will make reasonable efforts to assist the Company in obtaining performance by each purchaser whose offer to purchase Securities from the Company has been solicited by the Agent and accepted by the Company, but such Agent shall have no liability to the Company in the event any such purchase is not consummated for any reason.
SECTION 9. Representations, Warranties and Agreements to Survive Delivery.
All representations and warranties of the Company and the Agents contained in this Agreement, or contained in certificates of officers of the Company submitted pursuant hereto, shall remain operative and in full force and effect, regardless of the termination of this Agreement or any investigation made by or on behalf of any Agent or any person controlling any Agent or by or on behalf of the Company, and shall survive each delivery of and payment for any of the Securities.
SECTION 10. Termination.
(a) Termination of this Agreement. This Agreement shall terminate when the Agents shall have been advised by the Company that all of the Securities have been sold and the purchase price therefor has been paid and the Securities delivered to the purchasers thereof. This Agreement may be terminated (except with respect to offers to purchase Securities which have been accepted by the Company or a Terms Agreement has been executed) for any reason, at any time, by either the Company or such Agent, upon the giving of one days written or telegraphic notice of such termination to the other.
(b) Termination of a Terms Agreement. An Agent may terminate any Terms Agreement, immediately upon notice to the Company, at any time prior to the Settlement Date relating thereto (i) if there has been, since the date of such Terms Agreement or since the respective dates as of which information is given in the Registration Statement, any material adverse change in the condition, financial or otherwise, or in the earnings, business affairs, management or business prospects of the Company and its subsidiaries considered as one enterprise, whether or not arising in the ordinary course of business, or (ii) if there shall have occurred any material adverse change in the financial markets or any material interruption in the
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clearance and settlement systems in the United States or, if such Securities are denominated and/or payable in, or indexed to, one or more foreign currencies, in the international financial markets, or any outbreak or escalation of hostilities or other calamity or crisis or any change or development or event involving a prospective change in national or international political, financial or economic conditions, in each case the effect of which is such as to make it, in the judgment of such Agent(s), impracticable to market the Securities or enforce contracts for the sale of the Securities, or (iii) if trading in any securities of the Company has been suspended by the Commission or a national securities exchange, or if trading generally on the New York Stock Exchange or the NASDAQ Global Select Market shall have been suspended or materially limited, or minimum or maximum prices for trading have been fixed, or maximum ranges for prices for securities have been required, by either of said exchanges or by order of the Commission or any other governmental authority, or if a banking moratorium shall have been declared by either Federal or New York authorities or if a banking moratorium shall have been declared by the relevant authorities in the country or countries of origin of any foreign currency or currencies in which the Securities are denominated or payable, or (iv) if the rating assigned by any NRSRO to any debt securities of the Company as of the date of any applicable Terms Agreement shall have been lowered since that date or if any such organization shall have publicly announced that it has under surveillance or review, with possible negative implications, its rating of any debt securities of the Company, or (v) if there shall have come to such Agents attention any facts that would cause such Agent to believe that the Prospectus, at the time it was required to be delivered to a purchaser of Securities, contained an untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements therein, in light of the circumstances existing at the time of such delivery, not misleading.
(c) General. In the event of a termination of this Agreement, neither party will have any liability to the other party hereto, except that (i) the Agents shall be entitled to any commission earned in accordance with the fourth paragraph on Section 2(a) hereof, (ii) if at the time of termination (A) an Agent shall own any Securities purchased pursuant to a Terms Agreement with the intention of reselling them or (B) an offer to purchase any of the Securities has been accepted by the Company but the time of delivery to the purchaser or his agent of the Security or Securities relating thereto has not occurred, the covenants set forth in Sections 3 and 6 hereof shall remain in effect until such Securities are so resold or delivered, as the case may be, and (iii) the provisions of Section 4 hereof, the indemnity and contribution agreements set forth in Section 7 hereof, and the provisions of Sections 9 and 13 hereof shall remain in effect.
SECTION 11. Notices.
Except as otherwise provided herein, all notices and other communications hereunder shall be in writing and shall be deemed to have been duly given if mailed or transmitted by any standard form of telecommunication. Notices to the Agents shall be directed as set forth below their respective signatures hereto. Notices to the Company shall be directed to it as follows: PACCAR Financial Corp., 777 106th Avenue N.E., Bellevue, Washington 98004, Attention: Treasurer.
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SECTION 12. Parties.
This Agreement shall inure to the benefit of and be binding upon the several Agents and the Company and their respective successors. Nothing expressed or mentioned in this Agreement is intended or shall be construed to give any person, firm or corporation, other than the parties hereto and their respective successors and the controlling persons and officers and directors referred to in Section 7 and their heirs and legal representatives, any legal or equitable right, remedy or claim under or in respect of this Agreement or any provision herein or therein contained. This Agreement and all conditions and provisions hereof are intended to be for the sole and exclusive benefit of the parties hereto and their respective successors and said controlling persons and officers and directors of their heirs and legal representatives, and for the benefit of no other person, firm or corporation. No purchaser of Securities shall be deemed to be a successor by reason merely of such purchase.
SECTION 13. No Advisory or Fiduciary Relationship.
The Company acknowledges and agrees that (i) the purchase and sale of the Securities pursuant to this Agreement, including the determination of the public offering price of the Securities and any related discounts and commissions, are arms-length commercial transactions between the Company, on the one hand, and the Agent(s), on the other hand, (ii) in connection with the offerings contemplated hereby and the process leading to such transaction each Agent is and has been acting solely as a principal and is not the agent (except to the extent expressly set forth herein) or fiduciary of the Company or its stockholders, creditors, employees or any other party, (iii) no Agent has assumed or will assume an advisory or fiduciary responsibility in favor of the Company with respect to the offerings contemplated hereby or the process leading thereto (irrespective of whether such Agent has advised or is currently advising the Company on other matters) and no Agent has any obligation to the Company with respect to any offering contemplated hereby except the obligations expressly set forth in this Agreement, (iv) the Agent(s) and their respective affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Company, and (v) no Agent has provided any legal, accounting, regulatory or tax advice with respect to the offerings contemplated hereby and the Company has consulted its own legal, accounting, regulatory and tax advisors to the extent it deemed appropriate.
SECTION 14. TRIAL BY JURY.
Each of the Company (on its behalf and, to the extent permitted by applicable law, on behalf of its stockholders and affiliates) and the Agents hereby irrevocably waives, to the fullest extent permitted by applicable law, any and all right to trial by jury in any legal proceeding arising out of or relating to this Agreement or the transactions contemplated hereby.
SECTION 15. GOVERNING LAW; FORUM.
THIS AGREEMENT AND ALL THE RIGHTS AND OBLIGATIONS OF THE PARTIES SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO CONFLICT OF LAW PRINCIPLES. ANY SUIT, ACTION OR PROCEEDING BROUGHT BY THE COMPANY AGAINST ANY AGENT IN CONNECTION WITH OR ARISING UNDER THIS AGREEMENT SHALL BE BROUGHT SOLELY IN THE STATE OR FEDERAL COURT OF APPROPRIATE JURISDICTION LOCATED IN THE BOROUGH OF MANHATTAN, THE CITY OF NEW YORK.
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SECTION 16. Recognition of the U.S. Special Resolution Regimes.
(a) In the event that any Agent that is a Covered Entity becomes subject to a proceeding under a U.S. Special Resolution Regime, the transfer from such Agent of this Agreement, and any interest and obligation in or under this Agreement, will be effective to the same extent as the transfer would be effective under the U.S. Special Resolution Regime if this Agreement, and any such interest and obligation, were governed by the laws of the United States or a state of the United States.
(b) In the event that any Agent that is a Covered Entity or a BHC Act Affiliate of such Agent becomes subject to a proceeding under a U.S. Special Resolution Regime, Default Rights under this Agreement that may be exercised against such Agent are permitted to be exercised to no greater extent than such Default Rights could be exercised under the U.S. Special Resolution Regime if this Agreement, and any such interest and obligation, were governed by the laws of the United States or a state of the United States.
For purposes of this Section 16, a BHC Act Affiliate has the meaning assigned to the term affiliate in, and shall be interpreted in accordance with, 12 U.S.C. § 1841(k). Covered Entity means any of the following: (i) a covered entity as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 252.82(b); (ii) a covered bank as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 47.3(b); or (iii) a covered FSI as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 382.2(b). Default Right has the meaning assigned to that term in, and shall be interpreted in accordance with, 12 C.F.R. §§ 252.81, 47.2 or 382.1, as applicable. U.S. Special Resolution Regime means each of (i) the Federal Deposit Insurance Act and the regulations promulgated thereunder and (ii) Title II of the Dodd-Frank Wall Street Reform and Consumer Protection Act and the regulations promulgated thereunder
SECTION 17. GENERAL PROVISIONS.
This Agreement may be executed in two or more counterparts, each one of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument. Delivery of an executed Agreement by one party to the other may be made by facsimile, electronic mail (including any electronic signature complying with the New York Electronic Signatures and Records Act (N.Y. State Tech. §§ 301-309), as amended from time to time, or other applicable law) or other transmission method, and the parties hereto agree that any counterpart so delivered shall be deemed to have been duly and validly delivered and be valid and effective for all purposes. This Agreement may not be amended or modified unless in writing by all of the parties hereto, and no condition herein (express or implied) may be waived unless waived in writing by each party whom the condition is meant to benefit. The Section headings herein are for the convenience of the parties only and shall not affect the construction or interpretation of this Agreement.
[SIGNATURE PAGE FOLLOWS]
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Please indicate your acceptance hereof in the space provided for that purpose below.
Very truly yours, | ||
PACCAR Financial Corp. | ||
By: |
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Name: | ||
Title: | ||
By: |
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Name: | ||
Title: |
Accepted: | ||||
MUFG SECURITIES AMERICAS INC. | ||||
By: |
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Name: | ||||
Title: | ||||
MUFG Securities Americas Inc. 1221 Avenue of the Americas, 6th Floor | ||||
New York, NY 10020 | ||||
Attn.: Capital Markets Group | ||||
Phone: (212) 405-7440 | ||||
Fax: (646) 434-3455 |
Distribution Agreement Signature Page
BOFA SECURITIES, INC. | ||||
By: |
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Name: | ||||
Title: | ||||
BofA Securities, Inc. | ||||
50 Rockefeller Plaza | ||||
NY1-050-12-01 | ||||
New York, NY 10020 | ||||
Attn: High Grade Transaction Management/Legal | ||||
Facsimile: (646) 855-5958 | ||||
BNP PARIBAS SECURITIES CORP. | ||||
By: |
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Name: | ||||
Title: | ||||
BNP Paribas Securities Corp. | ||||
787 Seventh Avenue | ||||
New York, NY 10019 | ||||
Attn.: Debt Capital Markets | ||||
Email: new.york.syndicate@bnpparibas.com | ||||
J.P. MORGAN SECURITIES LLC | ||||
By: |
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Name: | ||||
Title: | ||||
J.P. Morgan Securities LLC | ||||
383 Madison Avenue | ||||
New York, NY 10179 | ||||
Attn.: Medium-Term Note Desk | ||||
Fax: (212) 834-6081 |
Distribution Agreement Signature Page
MIZUHO SECURITES USA LLC | ||||
By: |
| |||
Name: | ||||
Title: | ||||
Mizuho Securities USA LLC 1271 Avenue of the Americas | ||||
New York, NY, 10020 | ||||
Facsimile: (212) 205-7812 | ||||
Attention: Debt Capital Markets | ||||
RBC CAPITAL MARKETS, LLC | ||||
By: |
| |||
Name: | ||||
Title: | ||||
RBC Capital Markets, LLC | ||||
Brookfield Place 200 Vesey Street, 8th Floor | ||||
New York, NY 10281 | ||||
Attn.: Transaction Management | ||||
Fax: (212) 658-6137 | ||||
SMBC NIKKO SECURITIES AMERICA, INC. | ||||
By: |
| |||
Name: | ||||
Title: | ||||
SMBC Nikko Securities America, Inc. 277 Park Avenue | ||||
New York, NY 10172 | ||||
Attention: Debt Capital Markets | ||||
Toll Free: 1-888-868-6856 | ||||
Email: prospectus@smbcnikko-si.com |
Distribution Agreement Signature Page
TD SECURITIES (USA) LLC | ||||
By: |
| |||
Name: | ||||
Title: | ||||
TD Securities (USA) LLC 1 Vanderbilt Avenue, 12th Floor | ||||
New York, NY 10017 | ||||
Attn: Transaction Management Group | ||||
Toll-free Telephone: (855) 495-9846 | ||||
Email: ustmg@tdsecurities.com | ||||
U.S. BANCORP INVESTMENTS, INC. | ||||
By: |
| |||
Name: | ||||
Title: | ||||
U.S. Bancorp Investments, Inc. 214 North Tryon Street, 26th Floor | ||||
Charlotte, NC 28202 | ||||
Attn.: Investment Grade Syndicate | ||||
Fax: (877) 774-3462 | ||||
WELLS FARGO SECURITIES, LLC | ||||
By: |
| |||
Name: | ||||
Title: | ||||
Wells Fargo Securities, LLC 550 South Tryon Street, 5th Floor | ||||
Charlotte, NC 28202 | ||||
Attention: Transaction Management | ||||
Facsimile: (704) 410-0326 |
Distribution Agreement Signature Page
Exhibit A
The following terms, if applicable, shall be agreed to by the purchasing Agent and the Company pursuant to each Terms Agreement:
Principal Amount: $_____________
(or principal amount of foreign currency)
Interest Rate:
If Fixed Rate Security, Interest Rate:
If Floating Rate Security:
Interest Rate Basis or Bases:
If LIBOR:
___ Reuters Page LIBOR01
___ Reuters Page LIBOR02
Designated LIBOR Currency: _____________
If CMT Rate:
___ Reuters Page FRBCMT
___ Reuters Page FEDCMT
If Reuters Page FEDCMT:
__ Weekly Average
__ Monthly Average
Initial Interest Rate:
Initial Interest Reset Date:
Spread or Spread Multiplier, if any:
Interest Rate Reset Date(s):
Index Maturity:
Maximum Interest Rate, if any:
Minimum Interest Rate, if any:
Interest Rate Reset Period:
Interest Payment Period:
Interest Payment Date(s):
Interest Determination Date(s):
Calculation Date:
Calculation Agent:
If Redeemable:
Initial Redemption Date:
Initial Redemption Percentage:
Annual Redemption Percentage Reduction:
If Repayable at Option of Holder:
Optional Repayment Date:
A-1
Date of Maturity:
Purchase Price: _____%
Settlement Date and Time:
Settlement Details:
Currency of Denomination:
Denominations (if currency is other than U.S. dollars):
Currency of Payment:
Exchange Rate Agent:
Additional Terms:
Also, agreement as to whether the following will be required:
Officers Certificate pursuant to Section 5(f) of the Distribution Agreement
Legal Opinions pursuant to Section 5(b), (c) and (d) of the Distribution Agreement
Comfort Letter pursuant to Section 5(g) of the Distribution Agreement
Other sales prior to Settlement Date pursuant to Section 3(l) of the Distribution Agreement
A-2
Schedule A
As compensation for the services of the Agents hereunder, the Company shall pay each Agent, on a discount basis, a commission for the sale of each Security sold through such Agent equal to the principal amount of such Security multiplied by the appropriate percentage set forth below:
Maturity Range of Notes |
Percentage of Principal Amount | |
Less than 1 year |
Negotiated at time of sale | |
From 1 year to less than 2 years |
0.100% | |
From 2 years to less than 3 years |
0.150% | |
From 3 years to less than 4 years |
0.200% | |
From 4 years to less than 5 years |
0.270% | |
From 5 years to less than 7 years |
0.350% | |
From 7 years to less than 10 years |
0.415% | |
From 10 years to less than 15 years |
0.450% | |
Beyond 15 years |
To be agreed upon by the Company and the Agent at the time of sale. |
Sch. A-1
Exhibit 4.2
PACCAR Financial Corp.
Officers Certificate
Reference is made to the indenture dated as of November 20, 2009 (the Indenture) between PACCAR Financial Corp. (the Company) and The Bank of New York Mellon Trust Company, N.A., as trustee (the Trustee). Capitalized terms used herein which are defined in the Indenture shall have the same meaning herein as in the Indenture. References herein to Section numbers are to sections of the Indenture.
The undersigned, C. R. Gryniewicz, President, and M. R. Beers, Assistant Secretary, of the Company, make this Officers Certificate for the purpose of setting forth the terms of a series of Securities pursuant to the provisions of Section 301 and setting forth the forms thereof pursuant to the provisions of Section 201, all in accordance with resolutions (the Resolutions) adopted by the Board of Directors of the Company. A copy of the Resolutions appropriately certified as Board Resolutions is being delivered to the Trustee concurrently herewith. The Notes (as such series of Securities is referred to herein) are to be sold pursuant to a distribution agreement (the Distribution Agreement) and the administrative procedures (the Administrative Procedures) pursuant thereto entered into on the date hereof between the Company and each of MUFG Securities Americas Inc., BofA Securities, Inc., BNP Paribas Securities Corp., J.P. Morgan Securities LLC, Mizuho Securities USA LLC, RBC Capital Markets, LLC, SMBC Nikko Securities America, Inc., TD Securities (USA) LLC, U.S. Bancorp Investments, Inc. and Wells Fargo Securities, LLC, as agents.
Each of the undersigned hereby certifies that:
a. He has read the Indenture, including the conditions, covenants, and definitions therein, and other records and documents of the Company, and has made such examination and investigation as in his opinion is necessary to enable him to express an informed opinion as to the matters herein stated.
b. All conditions and covenants provided for in the Indenture relating to the establishment and authentication from time to time of the Notes and the forms thereof have, in his opinion, been complied with.
c. The terms of the Securities are as follows:
(1) The title of the series shall be Medium-Term Notes, Series Q (the Notes);
(2) The maximum aggregate principal amount (at time of issue) of the Notes which may be authenticated and delivered under the Indenture (except for Notes authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Notes pursuant to Sections 304, 305, 306, 906, or 1107 of the Indenture) shall initially be limited to $7,500,000,000 pursuant to the Resolutions, and such additional amounts of such Notes as may be further authorized by the Board of Directors from time to time, or the equivalent at the time of issuance in foreign currency, with Notes
denominated in U.S. dollars to be issued in denominations of $1,000 or any integral multiple of $1,000 (unless otherwise specified in the applicable pricing supplement) and Notes denominated in any other currency to be issued in such denominations as shall be approved by the Chief Executive Officer, the Principal Financial Officer, the President, or any person authorized in writing by the Chief Executive Officer and specified to the Trustee in accordance with the Indenture;
(3) The date on which the principal amount of a particular Note shall be payable, which date shall be nine months or more after the date of issuance, shall be determined by the Chief Executive Officer, the Principal Financial Officer, the President, or any person authorized in writing by the Chief Executive Officer and specified to the Trustee in accordance with the Indenture;
(4) The rate or rates at which a particular Note shall bear interest or the manner of determining such rate or rates (subject to the limitations set forth in the general borrowing resolution of the Board of Directors adopted June 1, 2014, as such may be amended or superseded from time to time (the General Borrowing Resolution)), the date or dates from which such interest shall accrue or the manner of determining such date or dates, and the record and payment dates (if any) for the payment of interest shall be established by the Chief Executive Officer, the Principal Financial Officer, the President, or any person authorized in writing by the Chief Executive Officer and specified to the Trustee in accordance with the Indenture;
(5) The principal amount of and interest at maturity on the certificated Notes shall be payable at the corporate trust office of the Paying Agent (as defined in the Indenture) in New York City, New York and payment of interest other than interest payable at maturity will be made by check mailed to the address of the person entitled thereto at such address as appears in the Security Register (as defined in the Indenture) for the Notes or, in circumstances specified in the prospectus supplement for the Notes, by wire transfer. In the case of global Notes, payments of principal, premium and interest, if any, will be made to the Depositary (as defined in the Indenture), as the holder of Book-Entry Notes, in immediately available funds;
(6) The terms and conditions, if any, upon which a particular Note may be redeemed at the option of the Company or repaid at the option of the Note holder prior to maturity, including, without limitation, the period or periods within which, and the prices or prices at which, such Note may be redeemed in whole or in part shall be determined by the Chief Executive Officer, the Principal Financial Officer, the President, or any person authorized in writing by the Chief Executive Officer and specified to the Trustee in accordance with the Indenture;
(7) The indebtedness represented by the Notes may be satisfied and discharged by the Company at any time upon compliance with the provisions of Section 401 of the Indenture, provided that the provisions of Section 401(4) of the Indenture shall apply to the extent the Notes are payable in U.S. dollars only;
(8) A particular Note shall be issued in the form of a global Note for which the Depositary shall be The Depository Trust Company, if issuance in such form is approved by the Chief Executive Officer, the Principal Financial Officer, the President, or any person authorized in writing by the Chief Executive Officer and specified to the Trustee in accordance with the Indenture; if issuance in such form is not so approved and specified, such Note shall be issued in certificated form. A global Note shall be exchangeable for certificated Notes in accordance with the provisions of Section 305 of the Indenture and the applicable Note. Interest payable on a global Note on any interest payment date shall be paid to the Depositary, as the holder of the global Note, on such date in immediately available funds;
(9) The principal amount of (and premium, if any) and interest on a particular Note shall be payable in such coin or currency as shall be approved by the Chief Executive Officer, the Principal Financial Officer, the President, or any person authorized in writing by the Chief Executive Officer and specified to the Trustee in accordance with the Indenture; if no such coin or currency is so approved and specified, such principal of (and premium, if any) and interest on such Note shall be payable in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public or private debts;
(10) The principal of (and premium, if any) and interest on a particular Note shall be payable in coin or currency other than that in which such Note is stated to be payable, at the election of the holder or the Company made within such period or periods and upon such terms and conditions as shall be approved by the Chief Executive Officer, the Principal Financial Officer, the President, or any person authorized in writing by the Chief Executive Officer and specified to the Trustee in accordance with the Indenture; if no such period or periods and terms and conditions are so approved and specified, such Note shall be payable in the coin or currency in which such Note is stated to be payable;
(11) The principal amount of a particular Note and the date of issuance, discount to be allowed on the purchase thereof (if any) and other terms relating to such Note (subject to the limitations set forth in the General Borrowing Resolution) shall be established by the Chief Executive Officer, the Principal Financial Officer, the President, or any person authorized in writing by the Chief Executive Officer and specified to the Trustee in accordance with the Indenture;
(12) The Bank of New York Mellon is hereby appointed Paying Agent, Calculation Agent and Security Registrar (each as defined in the Indenture) with respect to the Notes pursuant to a Paying Agency Agreement substantially in the form attached hereto as Exhibit A; and each of the Chief Executive Officer, the Principal Financial Officer, the President, or any person authorized in writing by the Chief Executive Officer is authorized to appoint a different Paying Agent, Calculation Agent and/or Security Registrar as he/she deems appropriate;
(13) The Trustees appointment of The Bank of New York Mellon as Authenticating Agent for the Notes is acceptable to the Company;
(14) Section 501(7) of the Indenture is amended and restated in its entirety for purposes of the Notes as follows:
(7) a default under any mortgage, indenture (including this Indenture) or instrument under which there may be issued or by which there may be secured or evidenced any indebtedness for money borrowed of the Company, whether such indebtedness now exists or shall hereafter be created, which default shall have resulted in such indebtedness in an aggregate principal amount exceeding $100,000,000 (except that such dollar amount shall not apply with respect to a default with respect to Securities of any series), becoming or being declared due and payable prior to the date on which it would otherwise have become due and payable, without such acceleration having been rescinded or annulled or such indebtedness having been discharged within a period of 30 days after there shall have been given, by registered or certified mail, to the Company by the Trustee or to the Company and the Trustee by the Holders of at least 25 percent in principal amount of the Outstanding Securities of that series a written notice specifying such default and requiring the Company to cause such acceleration to be rescinded or annulled or such indebtedness to be discharged and stating that such notice is a Notice of Default hereunder; provided, however, that subject to the provisions of Sections 601 and 602, the Trustee shall not be deemed to have knowledge of such default unless a Responsible Officer of the Trustee shall have received written notice thereof from the Company, from any Holder, from the holder of any such indebtedness or from the trustee under any such mortgage, indenture or other instrument; or and
(14) The Notes shall be substantially in the forms attached hereto as Exhibit B and Exhibit C and such forms have been approved by the Board of Directors.
IN WITNESS WHEREOF, the undersigned officers of PACCAR Financial Corp. have executed this Officers Certificate as of November 1, 2021.
C. R. Gryniewicz |
President |
M. R. Beers |
Assistant Secretary |
Exhibit 4.3
THIS NOTE IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE THEREOF. UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR NOTES IN CERTIFICATED FORM, THIS NOTE MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITORY TRUST COMPANY (THE DEPOSITARY) TO A NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY. UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY NOTE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL IN AS MUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.
No. | PACCAR Financial Corp. | Principal Amount | ||
Medium-Term Note, Series Q | ||||
(Fixed Rate) | $ |
CUSIP: | ORIGINAL ISSUE DATE: | |
INTEREST RATE: | INITIAL REDEMPTION DATE: | |
MATURITY DATE: | INITIAL REDEMPTION PERCENTAGE: | |
SPECIFIED CURRENCY: United States dollars for all payments unless otherwise specified below: | ANNUAL REDEMPTION PERCENTAGE REDUCTION: | |
payments of principal and any premium: |
REGULAR RECORD DATES: | |
payments of interest: |
INTEREST PAYMENT DATES: | |
Exchange Rate Agent: |
||
DENOMINATIONS: ($1,000, and integral multiples of $1,000 unless otherwise specified below): | ||
☐ CHECK IF DISCOUNT NOTE Issue Price % | ||
HOLDERS OPTIONAL REPAYMENT DATE(S): | ||
OTHER PROVISIONS: | ||
ADDENDUM ATTACHED: |
If an Initial Redemption Date is specified above, (i) the Redemption Price will initially be the Initial Redemption Percentage specified above and shall decline at each anniversary of the Initial Redemption Date specified above by the Annual Redemption Percentage Reduction specified above until the Redemption Price is 100% of such principal amount, and (ii) this Note may be redeemed either in whole or from time to time in part, except that if the following box is marked, this Note may be redeemed in whole only. ☐ If no Initial Redemption Date is specified above, this Note may not be redeemed prior to the Maturity Date.
PACCAR Financial Corp., a Washington corporation (herein called the Company, which term includes any successor corporation under the Indenture referred to herein), for value received, hereby promises to pay to CEDE & CO. or its registered assigns, the principal sum of UNITED STATES DOLLARS on the Maturity Date specified above, and to pay interest thereon at the rate per annum specified above (computed on the basis of a 360-day year of twelve 30-day months) until the principal hereof is paid or made available for payment. The Company will pay interest semi-annually on the Interest Payment Dates specified above, commencing with the Interest Payment Date immediately following the Original Issue Date shown above, and on the Maturity Date or any earlier redemption date or optional repayment date (such Maturity Date and any earlier redemption date or optional repayment date or any other date that the principal amount hereof or an installment thereof is due and payable whether by declaration of acceleration pursuant to the Indenture or otherwise being referred to hereinafter as a Maturity with respect to the portion of the principal amount payable on such date); provided, however, that if the Original Issue Date specified above is after a Regular Record Date as specified above and on or before the related Interest Payment Date, the first payment of interest on this Note will be made on the Interest Payment Date following the next succeeding Regular Record Date to the Holder as of the close of business on such Regular Record Date. Interest on this Note will accrue from and including the most recent date to which interest has been paid or duly provided for (or, if no interest has been paid or duly provided for, from the Original Issue Date specified above) to but excluding such date to which interest has been paid or duly provided for. If any Interest Payment Date or the Maturity would fall on a day that is not a Business Day, the payment of principal or interest shall be made the next day that is a Business Day with the same full force and effect as if the payment had been made on such date, and no interest on such payment shall accrue from and after such Interest Payment Date or Maturity. The interest so payable, and punctually paid or duly provided for, on any Interest Payment Date will, as provided in the Indenture, be paid to the Person in whose name this Note (or one or more Predecessor Securities) is registered at the close of business on the Regular Record Date for such interest (whether or not a Business Day) next preceding such Interest Payment Date, and interest payable at Maturity shall be payable to the Person to whom the principal hereof is payable. Any such interest not so punctually paid or duly provided for shall forthwith cease to be payable to the Holder on such Regular Record Date and may either be paid to the Person in whose name this Note (or one or more Predecessor Securities) is registered at the close of business on a Special Record Date for the payment of such Defaulted Interest to be fixed by the Trustee, notice whereof shall be given to the Holder of this Note not less than 10 days prior to such Special Record Date, or be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange upon which the Notes may be listed, and upon such notice as may be required by such exchange, all as more fully provided in the Indenture. Payment of principal and interest payable at Maturity of this Note will be made at the office or agency of the Company maintained for that purpose in the Borough of Manhattan, The City of New York, in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts, and will be made in immediately available funds if this Note is presented in time for payment to be made in such funds in accordance with normal procedures of The Bank of New York Mellon, as paying agent (the Paying Agent, which term includes any successor paying agent under the Indenture).
Business Day means any day, other than a Saturday or Sunday, that is neither a legal holiday nor a day on which commercial banks are authorized or required by law, regulation or executive order to close in The City of New York; provided, however, that, if the Specified Currency above is anything other than United States dollars, the day is also not a day on which commercial banks are authorized or required by law, regulation or executive order to close in the Principal Financial Center, as defined below, of the country issuing the Specified Currency or, if the Specified Currency is Euro, the day is also a day on which the Trans-European Automated Real-Time Gross Settlement Express Transfer (TARGET) System or any successor thereto, is open.
Principal Financial Center means the capital city of the country issuing the Specified Currency, except that with respect to United States dollars, Australian dollars, Canadian dollars, South African rand and Swiss francs, the Principal Financial Center will be The City of New York, Sydney, Toronto, Johannesburg and Zurich, respectively.
Except as provided in the next paragraph, any payment to be made on this Note in a Specified Currency other than United States dollars will be made in United States dollars unless the Person entitled to receive such payment transmits a written request for such payment to be made in the Specified Currency to the Paying Agent, on or before the applicable Regular Record Date or at least fifteen calendar days before Maturity, as the case may be. Such written request may be mailed, hand delivered, or sent by cable, telex or other form of facsimile transmission.
2
Any such request made with respect to any payment on this Note payable to a particular Holder will remain in effect for all later payments on this Note payable to such Holder, unless such request is revoked by written notice to the Paying Agent on or before the applicable Regular Record Date or at least sixteen calendar days before Maturity, as the case may be, in which case such revocation shall be effective for such and all later payments.
The United States dollar amount of any payment made pursuant to this Note, if the Specified Currency is other than United States dollars and the Person entitled to receive such payment has not requested payment to be made in the Specified Currency as described in the preceding paragraph, will be determined by the Exchange Rate Agent based upon the highest bid quotation received by the Exchange Rate Agent as of 11:00 A.M., New York City time, on the second Business Day preceding the applicable payment date, from three recognized foreign exchange dealers selected by the Exchange Rate Agent (which dealers may include the Exchange Rate Agent) and approved by the Company in The City of New York, in each case for the purchase by the quoting dealer, for United States dollars and for settlement on such payment date of an amount of the Specified Currency for such payment equal to the aggregate amount of such Specified Currency payable on such payment date to all Holders of Securities who are scheduled to receive United States dollar payments on such payment date, and at which the applicable dealer commits to execute a contract. If the bid quotations are not available on such second Business Day, such payment will be made in the Specified Currency for such payment. All currency exchange costs associated with any payment in United States dollars on this Note will be borne by the Holder entitled to receive such payment, by deduction from such payment.
Notwithstanding anything in the foregoing to the contrary, if the Specified Currency is not available for any amount payable on this Note on the second Business Day preceding the applicable payment date (including at Maturity) due to the imposition of exchange controls or any other circumstances beyond the control of the Company, the Company will be entitled to satisfy its obligation to pay such amount in such Specified Currency by making such payment in United States dollars. The amount of such payment in United States dollars shall be determined by the Exchange Rate Agent on the basis of the Market Exchange Rate on the second Business Day preceding the applicable payment date, or if the Market Exchange Rate is not available on the second Business Day preceding the applicable payment date, the most recently available Market Exchange Rate. The Market Exchange Rate for a Specified Currency other than United States dollars means the noon dollar buying rate for cable transfers in The City of New York for such Specified Currency as certified for custom purposes or, if not so certified, as otherwise determined by the Federal Reserve Bank of New York. Any payment made under such circumstances in United States dollars where the required payment is in other than United States dollars will not constitute an Event of Default under the Indenture or this Note.
Reference is hereby made to the further provisions of this Note set forth on the reverse hereof, which further provisions will for all purposes have the same effect as if set forth at this place.
Unless the certificate of authentication hereon has been manually executed by or on behalf of the Trustee under the Indenture, this Note will not be entitled to any benefits under the Indenture or be valid or obligatory for any purpose.
References herein to the Note, hereof, herein and comparable terms shall include any Addendum hereto if any Addendum is specified under Other Provisions above.
3
IN WITNESS WHEREOF, the Company has caused this Note to be duly executed, manually or in facsimile, and an imprint or facsimile of its corporate seal to be imprinted hereon.
Dated: | PACCAR Financial Corp. | |||||
By: |
| |||||
Name: | ||||||
Title: | ||||||
ATTEST: | ||||||
By: |
| |||||
Secretary |
CERTIFICATE OF AUTHENTICATION | ||
This is one of the Securities of the series designated herein issued under the within-mentioned Indenture. | ||
The Bank of New York Mellon Trust Company, N.A., as Trustee | ||
By: |
| |
Authorized Signatory or | ||
The Bank of New York Mellon Trust Company, N.A. | ||
By: The Bank of New York Mellon, as Authenticating Agent | ||
By: |
| |
Authorized Signatory |
4
This Note is one of a duly authorized issue of Securities of the Company, issued and to be issued in one or more series under an indenture dated as of November 20, 2009 (the Indenture), between the Company and The Bank of New York Mellon Trust Company, N.A., as trustee (herein called the Trustee, which term includes any successor trustee under the Indenture), to which Indenture and all indentures supplemental thereto reference is hereby made for a statement of the respective rights, limitations of rights, duties and immunities thereunder of the Company, the Trustee and the Holders of the Securities and of the terms upon which the Securities are, and are to be, authenticated and delivered. This Note is one of the series of the Securities designated as the Medium-Term Notes, Series Q (herein called the Notes). The Notes may bear different dates and mature at different times, may bear interest at different rates and may otherwise vary, all as provided in the Indenture.
Any provision contained herein with respect to the calculation of the rate of interest applicable to this Note, its payment dates or any other matter relating hereto may be modified as specified in an Addendum relating hereto if so specified above.
This Note may be subject to repayment at the option of the Holder prior to the Maturity Date specified above on the Holders Optional Repayment Date(s), if any, specified above. If no Holders Optional Repayment Dates are specified above, this Note may not be so repaid at the option of the Holder hereof prior to the Maturity Date. On any Holders Optional Repayment Date, this Note shall be repayable in whole or in part in an amount equal to $1,000 or integral multiples thereof (provided that any remaining principal amount shall be an authorized denomination) at the option of the Holder hereof at a repayment price equal to 100% of the principal amount to be repaid (or, if the Discount Note box is checked above, such lesser amount as is provided below), together with interest thereon payable to the date of repayment, subject to the terms of any applicable Addendum hereto. For this Note to be repaid in whole or in part at the option of the Holder hereof, this Note must be received, with the form entitled Option to Elect Repayment set forth below (and also available at the office of the Trustee) duly completed, by the Trustee at its office at 400 South Hope Street, Suite 400, Los Angeles, CA 90071, Attention: Corporate Unit, Fax: (213) 630-6298, or such address which the Company shall from time to time notify the Holders of the Notes, not more than 60 nor less than 30 days prior to a Holders Optional Repayment Date. This note must be received by the Trustee by 5:00 p.m., New York City time, on the last day for the giving of such notice. Exercise of such repayment option by the Holder hereof shall be irrevocable. In the event of payment of this Note in part only, a new Note for the unpaid portion hereof shall be issued in the name of the Holder hereof upon the surrender hereof.
If an Event of Default (as defined in the Indenture) with respect to the Notes shall occur and be continuing, the principal of all the Notes Outstanding may be declared due and payable in the manner and with the effect provided in the Indenture.
If the Discount Note box is checked above, the amount payable to the Holder of this Note in the event of redemption, repayment or acceleration of maturity will be equal to the sum of (i) the Issue Price specified above (increased by any accruals of Discount, as defined below, and reduced by any amounts of principal previously paid) and, in the event of any redemption of this Note (if applicable), multiplied by the Initial Redemption Percentage Reduction, specified above (as adjusted by the Annual Redemption Percentage Reduction specified above) and (ii) any unpaid interest accrued hereon to the date of such redemption, repayment or acceleration of maturity, as the case may be. The difference between the Issue Price specified above and the principal amount of this Note is referred to herein as the Discount.
For purposes of determining the amount of Discount that has accrued as of any date on which a redemption, repayment or acceleration of maturity occurs for this Note, such Discount will be accrued using a constant yield method. The constant yield will be calculated using a 30-day month, 360-day year convention, a compounding period that, except for the Initial Period (as defined below), corresponds to the shortest period between Interest Payment Dates specified above (with ratable accruals within a compounding period), an interest rate equal to the Initial Interest Rate specified above and an assumption that the maturity of this Note will not be accelerated. If the period from the Original Issue Date specified above to the initial Interest Payment Date (the Initial Period) is shorter than the compounding period for this Note, a proportionate amount of the yield for an entire compounding period will be accrued. If the Initial Period is longer than the compounding period, then such period will be divided into a regular compounding period and a short period with the short period being treated as provided in the preceding sentence.
5
The Indenture permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Company and the rights of the Holders of the Securities of each series under the Indenture to be affected at any time by the Company with the consent of the Holders of a majority in principal amount of the Securities at the time Outstanding of each series to be affected. The Indenture also contains provisions permitting the Holders of a majority in principal amount of the Securities of each series at the time Outstanding, on behalf of the Holders of all Securities of such series, to waive compliance by the Company with certain provisions of the Indenture and certain past defaults under the Indenture and their consequences. Any such consent or waiver by the Holder of this Note shall be conclusive and binding upon such Holder and upon all future Holders of this Note and of any Note issued upon the registration of transfer hereof or in exchange herefor or in lieu hereof, whether or not notation of such consent or waiver is made upon this Note.
As provided in, and subject to the terms of the Indenture, the Company shall be discharged from its obligations under the Notes if at any time (a) the Company has irrevocably deposited with the Trustee, in trust, (i) sufficient funds to pay the principal of, and premium, if any, and interest to the Maturity on, the Notes, or (ii) to the extent the Notes are payable in United States dollars only, such amount of direct obligations of, or obligations the principal and interest on which are fully guaranteed by, the United States of America (other than obligations subject to prepayment, redemption or call prior to their stated maturity) as will, together with the predetermined and certain income to accrue thereon (without consideration of any reinvestment thereof), be sufficient to pay and discharge when due the principal of, and premium, if any, and interest to the Maturity on, the Notes (b) the Company has paid all other sums payable with respect to the Notes and (c) unless the Notes are to become due and payable at their Maturity within one year, the Trustee has received an opinion of recognized tax counsel to the effect that such deposit and discharge will not result in recognition by the Holders of the Notes of income, gain or loss for federal income tax purposes (other than income, gain or loss which would have been recognized in like amount and at a like time absent such deposit and discharge). Upon such discharge, the Holders of the Notes shall no longer be entitled to the benefits of the Indenture, except for the purposes of registration of transfer and exchange of Notes, and shall look only to such deposited funds or obligations for payment.
No reference herein to the Indenture and no provision of this Note or of the Indenture shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay the principal of and interest on this Note at the times, place and rate, and in the coin or currency herein and in the Indenture prescribed; subject, however, to the provisions for the discharge of the Company from its obligations under the Notes upon satisfaction of the conditions set forth in the preceding paragraph and in the Indenture.
This Note may be redeemed at the option of the Company on any date on or after the Initial Redemption Date (any date fixed for such redemption being the Redemption Date), if any, specified above, and prior to the Maturity Date specified above, in whole, or from time to time in part (if so specified above), in increments of $1,000 or integral multiples thereof (provided that any remaining principal amount shall be an authorized denomination) at the Redemption Price, if any, specified above or in any applicable Addendum hereto, together with accrued interest to the Redemption Date, upon mailing a notice of such redemption not more than 60 days nor less than 30 days prior to the Redemption Date to the Holder of this Note at such Holders address appearing in the Security Register, all as provided in the Indenture. If less than all of the Notes are to be redeemed, the Trustee shall select, from Notes that are subject to redemption pursuant to the terms thereof, the Note or Notes, or portion or portions thereof, to be redeemed. In the event of redemption of this Note in part only, a new Note for the unredeemed portion hereof shall be issued in the name of the Holder hereof upon the surrender hereof.
As provided in the Indenture and subject to certain limitations therein set forth, the transfer of this Note is registrable in the Security Register, upon surrender of this Note for registration of transfer at the office or agency of the Company in any place where the principal of and interest on this Note are payable, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Company and the Security Registrar duly executed by, the Holder hereof or his attorney duly authorized in writing, and thereupon one or more new Notes of the same series in authorized denominations and for the same aggregate principal amount will be issued to the designated transferee or transferees.
6
The Notes are issuable only in registered form without coupons and, if payable in United States dollars, only in denominations of $1,000 and any integral multiple of $1,000 unless otherwise specified on the face hereof. As provided in the Indenture and subject to certain limitations therein set forth, Notes of this series are exchangeable for a like aggregate principal amount of Notes of this series of a different authorized denomination, as requested by the Holder surrendering the same. If (x) the Depositary is at any time unwilling or unable, or no longer eligible under the Indenture, to continue as depositary and a successor depositary is not appointed by the Company within 90 days (y) the Company executes and delivers to the Trustee or an Authenticating Agent a Company Order to the effect that this Note shall be exchangeable or (z) an Event of Default has occurred and is continuing with respect to the Notes, this Note shall be exchangeable for Notes in definitive form of like tenor and of an equal aggregate principal amount, in authorized denominations. Such definitive Notes shall be registered in such name or names as the Depositary shall instruct the Trustee. If definitive Notes are so delivered, the Company may make such changes to the form of this Note as are necessary or appropriate to allow for the issuance of such definitive Notes.
The Company may, from time to time, subject to compliance with any other applicable provisions of the Indenture, without notice to or the consent of the Holders of the Notes, create and issue pursuant to the Indenture additional Notes having terms and conditions identical to those of this Note and ranking equally and ratably with the Notes, except that such additional Notes may have different issue dates and different issue prices from this Note.
This Note is not subject to any sinking fund.
No service charge shall be made for any registration of transfer or exchange relating to this Note, but the Company or the Security Registrar may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith.
Prior to due presentment of this Note for registration of transfer, the Company, the Trustee, any Paying Agent, any Authentication Agent and any other agent of the Company or the Trustee may treat the Person in whose name this Note is registered as the owner hereof for all purposes, whether or not this Note be overdue, and neither the Company, the Trustee nor any such agent shall be affected by notice to the contrary.
As provided in the Indenture, no recourse for the payment of the principal of or interest on any Note, or for any claim based thereon, and no recourse upon any obligation of the Company in the Indenture or in any Note shall be had against any incorporator, stockholder, officer or director, as such, past, present or future, of the Company or of any successor corporation.
All terms used in this Note which are defined in the Indenture shall have the meanings assigned to them in the Indenture.
This Note shall be governed by and construed in accordance with the laws of the State of New York, without regard to principles of conflicts of laws.
7
ASSIGNMENT/TRANSFER FORM
FOR VALUE RECEIVED the undersigned registered Holder hereby sell(s), assign(s) and transfer(s) unto (insert Taxpayer Identification No.)
(Please type or typewrite name and address including postal zip code of assignee)
the within Note and all rights thereunder, hereby irrevocably constituting and appointing attorney to transfer said Note on the books of the Company with full power of substitution in the premises.
Date | ||
NOTICE: The signature of the registered Holder to this assignment must correspond with the name as written upon the face of the within instrument in every particular, without alteration or enlargement or any change whatsoever. |
8
OPTION TO ELECT REPAYMENT
The undersigned hereby irrevocably request(s) and instruct(s) the Company to repay this Note (or portion hereof specified below) pursuant to its terms at a price equal to the principal amount hereof together with interest to the repayment date, to the undersigned, at
(Please print or typewrite name and address of the undersigned)
For this Note to be repaid, the Trustee must receive at 400 South Hope Street, Suite 400, Los Angeles, CA 90071, Attention: Corporate Unit, Fax: (213) 630-6298 or at such other place or places of which the Company shall from time to time notify the Holder of this Note, not more than 60 nor less than 30 days prior to an Optional Repayment Date, if any, shown on the face of this Note, this Note with this Option to Elect Repayment form duly completed. This Note must be received by the Trustee by 5:00 P.M., New York City time, on the last day for the giving of such notice.
If less than the entire principal amount of this Note is to be repaid, specify the portion hereof (which shall be in an amount equal to $1,000 or an integral multiple thereof, provided that any remaining principal amount shall be an authorized denomination) which the Holder elects to have repaid and specify the denomination or denominations (which shall be in an amount equal to an authorized denomination) of the Notes to be issued to the Holder for the portion of this Note not being repaid (in the absence of any such specification, one such Note will be issued for the portion not being repaid).
$ |
| |
NOTICE: The signature on this Option to Elect Repayment must correspond with the name as written upon the face of this Note in every particular, without alteration or enlargement or any change whatever. | ||
Date |
9
Exhibit 4.4
THIS NOTE IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE THEREOF. UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR NOTES IN CERTIFICATED FORM, THIS NOTE MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITORY TRUST COMPANY (THE DEPOSITARY) TO A NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY. UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY NOTE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL IN AS MUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.
PACCAR Financial Corp. | ||||
Medium-Term Note, Series Q | ||||
(Floating Rate) | ||||
No. |
Principal Amount | |||
$ | ||||
CUSIP: |
ORIGINAL ISSUE DATE: | MATURITY DATE: | |
INITIAL INTEREST RATE: | SPREAD: | |
INDEX MATURITY: | SPREAD MULTIPLIER: | |
INTEREST RATE BASIS: | ||
☐ LIBOR |
☐ Treasury Rate | |
Designated LIBOR Page: |
☐ CMT RATE | |
☐ Reuters Page LIBOR 01 |
☐ Reuters Page FRBCMT | |
☐ Reuters Page LIBOR 02 |
☐ Reuters Page FEDCMT: | |
Designated LIBOR |
☐ Weekly Average | |
Currency: |
☐ Monthly Average | |
☐ Federal Funds Rate: ☐ Federal Funds (Effective) Rate ☐ Federal Funds Open Rate ☐ Federal Funds Target Rate |
☐ Commercial Paper Rate ☐ Prime Rate | |
☐ EURIBOR |
||
INTEREST CATEGORY: | DAY COUNT CONVENTION: | |
☐ Regular Floating Rate Note | ☐ 30/360 for the period | |
☐ Floating Rate/Fixed Rate Note | from to | |
Fixed Rate Commencement Date: |
☐ Actual/360 for the period | |
Fixed Interest Rate: % |
from to | |
☐ Inverse Floating Rate Note | ☐ Actual/Actual for the period | |
Fixed Interest Rate: % |
from to | |
☐ Other Floating Rate Note |
MAXIMUM INTEREST RATE: | INTEREST RESET PERIOD: | |
MINIMUM INTEREST RATE: | INTEREST PAYMENT DATES: | |
INITIAL INTEREST RESET DATE: | REGULAR RECORD DATES: | |
INTEREST RESET DATES: | ADDENDUM ATTACHED: | |
INTEREST DETERMINATION DATES (if different than provided below): | SPECIFIED CURRENCY: United States dollars unless otherwise specified below: | |
Payments of principal and any premium: Payments of interest: Exchange Rate Agent: | ||
☐ CHECK IF DISCOUNT NOTE |
||
CALCULATION AGENT: | ||
Issue Price %: | ||
OTHER PROVISIONS: | ||
DENOMINATIONS: ($1,000, and integral multiples of $1,000 unless otherwise specified below): | ||
HOLDERS OPTIONAL REPAYMENT DATE(S): | ||
INITIAL REDEMPTION DATE: | ||
INITIAL REDEMPTION PERCENTAGE: | ||
ANNUAL REDEMPTION PERCENTAGE REDUCTION: |
If an Initial Redemption Date is specified above, (i) the Redemption Price will initially be the Initial Redemption Percentage specified above and shall decline at each anniversary of the Initial Redemption Date specified above by the Annual Redemption Percentage Reduction specified above until the Redemption Price is 100% of such principal amount, and (ii) this Note may be redeemed either in whole or from time to time in part, except that if the following box is marked, this Note may be redeemed in whole only. ☐ If no Initial Redemption Date is specified above, this Note may not be redeemed prior to the Maturity Date.
2
PACCAR Financial Corp., a Washington corporation (herein called the Company, which term includes any successor corporation under the Indenture referred to herein), for value received, hereby promises to pay to CEDE & CO. or its registered assigns, the principal sum of UNITED STATES DOLLARS on the Maturity Date specified above, and to pay interest thereon from the most recent Interest Payment Date to which interest has been paid or duly provided for or, if no interest has been paid or duly provided for, from the Original Issue Date shown above at the rate per annum determined by reference to the Interest Rate Basis or Bases, if any, specified above and in accordance with the provisions herein, until the principal hereof is paid or made available for payment. The Company will pay interest on the Interest Payment Dates specified above, commencing with the Interest Payment Date immediately following the Original Issue Date specified above and on the Maturity Date or any earlier redemption date or optional repayment date (such Maturity Date and any earlier redemption date or optional repayment date or any other date that the principal amount hereof or an installment thereof is due and payable whether by declaration of acceleration pursuant to the Indenture or otherwise being referred to hereinafter as a Maturity with respect to the portion of the principal amount payable on such date); provided that if the Original Issue Date specified above is after a Regular Record Date as specified above and on or before the related Interest Payment Date, the first payment of interest on this Note will be made on the Interest Payment Date following the next succeeding Regular Record Date to the Holder as of the close of business on such Regular Record Date. The interest so payable, and punctually paid or duly provided for, on any Interest Payment Date will, as provided in the Indenture, be paid to the Person in whose name this Note (or one or more Predecessor Securities) is registered at the close of business on the Regular Record Date for such interest, which shall be the fifteenth calendar day (whether or not a Business Day), next preceding such Interest Payment Date, and interest payable at Maturity shall be payable to the Person to whom the principal hereof is payable. Any such interest not so punctually paid or duly provided for shall forthwith cease to be payable to the Holder on such Regular Record Date and may either be paid to the Person in whose name this Note (or one or more Predecessor Securities) is registered at the close of business on a Special Record Date for the payment of such Defaulted Interest to be fixed by the Trustee, notice whereof shall be given to the Holder of this Note not less than 10 days prior to such Special Record Date, or be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange upon which the Notes may be listed, and upon such notice as may be required by such exchange, all as more fully provided in the Indenture. Payment of principal and interest payable at Maturity of this Note will be made at the office or agency of the Company maintained for that purpose in The City of New York, in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts, and will be made in immediately available funds if this Note is presented in time for payment to be made in such funds in accordance with the normal procedures of The Bank of New York Mellon, as paying agent (the Paying Agent, which term includes any successor paying agent under the Indenture).
Reference is hereby made to the further provisions of this Note set forth on the reverse hereof, which further provisions will for all purposes have the same effect as if set forth at this place.
Unless the certificate of authentication hereon has been manually executed by or on behalf of the Trustee under the Indenture, this Note will not be entitled to any benefits under the Indenture or be valid or obligatory for any purpose.
References herein to the Note, hereof, herein and comparable terms will include an Addendum hereto if an Addendum is specified under Other Provisions above.
3
IN WITNESS WHEREOF, the Company has caused this Note to be duly executed, manually or in facsimile, and an imprint or facsimile of its corporate seal to be imprinted hereon.
Dated: | PACCAR Financial Corp. | |||||
By: |
| |||||
Name: | ||||||
Title: | ||||||
ATTEST: | ||||||
By: |
| |||||
Secretary |
CERTIFICATE OF AUTHENTICATION |
||
This is one of the Securities of the series designated herein issued under the within-mentioned Indenture. |
||
The Bank of New York Mellon Trust Company, N.A., as Trustee |
||
By: | ||
Authorized Signatory | ||
or | ||
The Bank of New York Mellon Trust Company, N.A. | ||
By: The Bank of New York Mellon, as Authenticating Agent |
||
By: | ||
Authorized Signatory |
4
This Note is one of a duly authorized issue of Securities of the Company, issued and to be issued in one or more series under an indenture dated as of November 20, 2009 (the Indenture), between the Company and The Bank of New York Mellon Trust Company, N.A., as trustee (herein called the Trustee, which term includes any successor trustee under the Indenture), to which Indenture and all indentures supplemental thereto reference is hereby made for a statement of the respective rights, limitations of rights, duties and immunities thereunder of the Company, the Trustee and the Holders of the Securities and of the terms upon which the Securities are, and are to be, authenticated and delivered. This Note is one of the series of the Securities designated as the Medium-Term Notes, Series Q (herein called the Notes). The Notes may bear different dates and mature at different times, may bear interest at different rates and may otherwise vary, all as provided in the Indenture.
Any provision contained herein with respect to the calculation of the rate of interest applicable to this Note, its payment dates or any other matter relating hereto may be modified as specified in an Addendum relating hereto if so specified above.
This Note may be subject to repayment at the option of the Holder prior to the Maturity Date specified above on the Holders Optional Repayment Date(s), if any, specified above. If no Holders Optional Repayment Dates are specified above, this Note may not be so repaid at the option of the Holder hereof prior to the Maturity Date. On any Holders Optional Repayment Date, this Note will be repayable in whole or in part in an amount equal to $1,000 or integral multiples thereof (provided that any remaining principal amount shall be an authorized denomination) at the option of the Holder hereof at a repayment price equal to 100% of the principal amount to be repaid (or, if the Discount Note box is checked above, such lesser amount as is provided below), together with interest thereon payable to the date of repayment, subject to the terms of any applicable Addendum hereto. For this Note to be repaid in whole or in part at the option of the Holder hereof, this Note must be received, with the form entitled Option to Elect Repayment set forth below (and also available at the office of the Trustee) duly completed, by the Trustee at its office at 400 South Hope Street, Suite 400, Los Angeles, CA 90071, Attention: Corporate Unit, Fax: (213) 630-6298, or such address which the Company will from time to time notify the Holders of the Notes, not more than 60 nor less than 30 days prior to a Holders Optional Repayment Date. This Note must be received by the Trustee by 5:00 p.m., New York City time, on the last day for the giving of such notice. Exercise of such repayment option by the Holder hereof will be irrevocable. In the event of payment of this Note in part only, a new Note for the unpaid portion hereof will be issued in the name of the Holder hereof upon the surrender hereof.
Commencing with the Interest Reset Date specified above first following the Original Issue Date specified above, the rate at which interest on this Note is payable will be adjusted daily, weekly, monthly, quarterly, semi-annually or annually as shown above under Interest Reset Period; provided, however, that the interest rate in effect for the period from the Original Issue Date to the first Interest Reset Date will be the Initial Interest Rate specified above. Each such adjusted rate will be applicable on and after the Interest Reset Date to which it relates, to, but not including, the next succeeding Interest Reset Date, or until Maturity, as the case may be. If any Interest Reset Date is not a Business Day, such Interest Reset Date will be postponed to the next succeeding day that is a Business Day, except, that if the Interest Rate Basis specified above is LIBOR or EURIBOR, and if such Business Day is in the next succeeding calendar month, such Interest Reset Date will be the immediately preceding Business Day. If the Interest Rate Basis specified above is the Treasury Rate, and if such Interest Reset Date would otherwise be a day on which Treasury Bills (as defined below) are auctioned, then such Interest Reset Date will be the first Business Day immediately following such auction day. Subject to applicable provisions of law and except as specified herein, on each Interest Reset Date the rate of interest on this Note will be the rate determined in accordance with the provisions of the applicable heading below.
All percentages resulting from any calculations with respect to this Note will be rounded, if necessary, to the nearest one hundred-thousandth of a percentage point, with five one-millionths of a percentage point being rounded upwards; and all dollar amounts used in or resulting from such calculations will be rounded to the nearest cent with one-half cent being rounded upwards.
The interest rate borne by this Note will be determined as follows:
5
(i) Unless the Interest Category of this Note is specified above as a Floating Rate/Fixed Rate Note or an Inverse Floating Rate Note or as otherwise specified herein, this Note will be designated as a Regular Floating Rate Note and, except as set forth herein or specified above, will bear interest at the rate determined by reference to the applicable Interest Rate Basis or Bases (a) plus or minus the Spread, if any, and/or (b) multiplied by the Spread Multiplier, if any, in each case as specified above. Commencing on the Initial Interest Reset Date, the rate at which interest on this Note will be payable will be reset as of each Interest Reset Date specified above; provided, however, that the interest rate in effect for the period, if any, from the Original Issue Date to the Initial Interest Reset Date will be the Initial Interest Rate.
(ii) If the Interest Category of this Note is specified above as a Floating Rate/Fixed Rate Note, then, except as set forth herein or specified above, this Note will bear interest at the rate determined by reference to the applicable Interest Rate Basis or Bases (a) plus or minus the Spread, if any, and/or (b) multiplied by the Spread Multiplier, if any, in each case as specified above. Commencing on the Initial Interest Reset Date, the rate at which interest on this Note will be payable will be reset as of each Interest Reset Date; provided, however, that (y) the interest rate in effect for the period, if any, from the Original Issue Date to the Initial Interest Reset Date will be the Initial Interest Rate and (z) the interest rate in effect for the period commencing on the Fixed Rate Commencement Date specified on the face hereof to the Maturity Date will be the Fixed Interest Rate specified above or, if no such Fixed Interest Rate is specified, the interest rate in effect hereon on the day immediately preceding the Fixed Rate Commencement Date.
(iii) If the Interest Category of this Note is specified above as an Inverse Floating Rate Note, then, except as set forth herein or specified above, this Note will bear interest at the Fixed Interest Rate minus the rate determined by reference to the applicable Interest Rate Basis or Bases (a) plus or minus the Spread, if any, and/or (b) multiplied by the Spread Multiplier, if any, in each case as specified above; provided, however, that, unless otherwise specified above or herein, the interest rate hereon will not be less than zero. Commencing on the Initial Interest Reset Date, the rate at which interest on this Note will be payable will be reset as of each Interest Reset Date; provided, however, that the interest rate in effect for the period, if any, from the Original Issue Date to the Initial Interest Reset Date will be the Initial Interest Rate.
H.15 Daily Update means the daily statistical release designated as H.15, or any successor publication, published by the Board of Governors of the Federal Reserve System and available on their website at http://www.federalreserve.gov/releases/h15, or any successor site or publication.
Determination of CMT Rate. If the Interest Reset Basis specified above is the CMT Rate, the interest rate with respect to this Note will be the CMT Rate plus or minus the Spread, if any, or multiplied by the Spread Multiplier, if any, as specified above. CMT Rate means with respect to any Interest Determination Date:
(i) If Reuters Page FRBCMT (as defined below) is specified above, the percentage equal to the yield for United States Treasury securities at constant maturity having the Index Maturity specified above as published in the H.15 Daily Update opposite the caption Treasury constant maturities, as the yield is displayed on Reuters page FRBCMT (Reuters Page FRBCMT) or, if not so displayed, as displayed on the Bloomberg L.P. (Bloomberg) service (or any successor service) on page NDX7 (or any other page as may replace the specified page on that service) (Bloomberg Page NDX7), for such Interest Determination Date. If such rate does not appear on Reuters Page FRBCMT or Bloomberg Page NDX7, as the case may be, the CMT Rate on such Interest Determination Date will be the percentage equal to the yield for United States Treasury securities at constant maturity having the Index Maturity specified above and for such Interest Determination Date as published in the H.15 Daily Update opposite the caption Treasury constant maturities. If such rate does not appear in the H.15 Daily Update, the CMT Rate on such Interest Determination Date will be the rate on such Interest Determination Date for the period of the Index Maturity specified above as may then be published by either the Board of Governors of the Federal Reserve System or the United States Department of the Treasury that the Company determines to be comparable to the rate which would otherwise have been published in the H.15 Daily Update. If such rate is not published as specified in the preceding sentence, the CMT Rate on such Interest Determination Date will be calculated by the Calculation Agent and will be a yield-to-maturity based on the arithmetic mean of the secondary market bid prices at approximately 3:30 P.M., New York City time, on such Interest Determination Date of three leading primary United States government securities dealers in The City of New York (each, a Reference Dealer), which may include an agent for the sale of the Notes or its affiliates, selected by the Company (from five such Reference Dealers so selected by the Company and
6
eliminating the highest quotation (or, in the event of equality, one of the highest) and the lowest quotation (or, in the event of equality, one of the lowest)) for United States Treasury securities with an original maturity equal to the Index Maturity specified above, a remaining term to maturity no more than one year shorter than the Index Maturity specified above and in a principal amount that is representative for a single transaction in such securities in such market at such time. If fewer than five but more than two such prices are provided as requested, the CMT Rate on such Interest Determination Date will be calculated by the Calculation Agent and will be based on the arithmetic mean of the bid prices obtained and neither the highest nor the lowest of such quotations will be eliminated. If fewer than three prices are provided as requested, the CMT Rate on such Interest Determination Date will be calculated by the Calculation Agent and will be a yield-to-maturity based on the arithmetic mean of the secondary market bid prices as of approximately 3:30 P.M., New York City time, on such Interest Determination Date of three Reference Dealers, which may include an agent for the sale of the Notes or its affiliates, selected by the Company (from five Reference Dealers so selected by the Company and eliminating the highest quotation (or, in the event of equality, one of the highest) and the lowest quotation (or, in the event of equality, one of the lowest)) for United States Treasury securities with an original maturity greater than the Index Maturity specified above, a remaining term to maturity closest to the Index Maturity specified above, and in a principal amount that is representative for a single transaction in such securities in such market at such time. If fewer than five but more than two such prices are provided as requested, the CMT Rate on such Interest Determination Date will be calculated by the Calculation Agent and will be based on the arithmetic mean of the bid prices obtained and neither the highest nor the lowest of the quotations will be eliminated; provided, however, that if fewer than three such prices are provided as requested, the CMT Rate determined as of such Interest Determination Date will be the CMT Rate in effect on such Interest Determination Date. If two such United States Treasury securities with an original maturity greater than the Index Maturity specified above have remaining terms to maturity equally close to the Index Maturity specified above, the quotes for the Treasury security with the shorter original term to maturity will be used.
(ii) If Reuters Page FEDCMT is specified above, the percentage equal to the one-week or one-month, as specified above, average yield for United States Treasury securities at constant maturity having the Index Maturity specified above as published in the H.15 Daily Update opposite the caption Treasury constant maturities, as such yield is displayed on Reuters page FEDCMT (Reuters Page FEDCMT) or, if not so displayed on Reuters Page FEDCMT, as displayed on the Bloomberg service (or any successor service) on Bloomberg Page NDX7, for the week or month, as applicable, ended immediately preceding the week or month, as applicable, in which such Interest Determination Date falls. If such rate does not appear on Reuters Page FEDCMT or Bloomberg Page NDX7, as the case may be, the CMT Rate on such Interest Rate Determination Date will be the percentage equal to the one-week or one-month, as specified above, average yield for United States Treasury securities at constant maturity having the Index Maturity specified above and for the week or month, as applicable, preceding such Interest Determination Date as published in the H.15 Daily Update opposite the caption Treasury constant maturities. If such rate does not appear in the H.15 Daily Update, the CMT Rate on such Interest Determination Date will be the one-week or one-month, as specified above, average yield for United States Treasury securities at constant maturity having the Index Maturity specified above as otherwise announced by the Federal Reserve Bank of New York for the week or month, as applicable, ended immediately preceding the week or month, as applicable, in which such Interest Determination Date falls. If such rate is not published as specified in the preceding sentence, the CMT Rate on such Interest Determination Date will be calculated by the Calculation Agent and will be a yield-to-maturity based on the arithmetic mean of the secondary market bid prices at approximately 3:30 P.M., New York City time, on such Interest Determination Date of three Reference Dealers, which may include an agent for the sale of the Notes or its affiliates, selected by the Company (from five such Reference Dealers so selected by the Company and eliminating the highest quotation (or, in the event of equality, one of the highest) and the lowest quotation (or, in the event of equality, one of the lowest)) for United States Treasury securities with an original maturity equal to the Index Maturity specified above, a remaining term to maturity of no more than one year shorter than the Index Maturity specified above and in a principal amount that is representative for a single transaction in such securities in such market at such time. If fewer than five but more than two such prices are provided as requested, the CMT Rate on such Interest Determination Date will be calculated by the Calculation Agent and will be based on the arithmetic mean of the bid prices obtained and neither the highest nor the lowest of such quotations will be eliminated. If fewer than three prices are provided as requested, the CMT
7
Rate on such Interest Determination Date will be calculated by the Calculation Agent and will be a yield-to-maturity based on the arithmetic mean of the secondary market bid prices as of approximately 3:30 P.M., New York City time, on such Interest Determination Date of three Reference Dealers, which may include an agent for the sale of the Notes or its affiliates, selected by the Company (from five Reference Dealers so selected by the Company and eliminating the highest quotation (or, in the event of equality, one of the highest) and the lowest quotation (or, in the event of equality, one of the lowest)) for United States Treasury securities with an original maturity greater than the Index Maturity specified above, a remaining term to maturity closest to the Index Maturity specified above and in a principal amount that is representative for a single transaction in such securities in such market at such time. If fewer than five but more than two such prices are provided as requested, the CMT Rate on such Interest Determination Date will be calculated by the Calculation Agent and will be based on the arithmetic mean of the bid prices obtained and neither the highest or the lowest of such quotations will be eliminated; provided, however, that if fewer than three such prices are provided as requested, the CMT Rate determined as of such Interest Determination Date will be the CMT Rate in effect on such Interest Determination Date. If two United States Treasury securities with an original maturity greater than the Index Maturity specified above have remaining terms to maturity equally close to the Index Maturity specified above, the quotes for the United States Treasury security with the shorter original remaining term to maturity will be used.
Reuters page means the display on the Thomson Reuters Eikon, or any successor service, on the page or pages specified in this Note, or any replacement page or pages on that service.
Determination of Commercial Paper Rate. If the Interest Rate Reset Basis specified above is the Commercial Paper Rate, the interest rate with respect to this Note will be the Commercial Paper Rate plus or minus the Spread, if any, or multiplied by the Spread Multiplier, if any, as specified above. Commercial Paper Rate means, with respect to any Interest Determination Date, the Money Market Yield (as defined below) of the rate on such Interest Determination Date for commercial paper having the Index Maturity specified above as published in the H.15 Daily Update or other recognized electronic source used for the purpose of displaying the applicable rate, under the caption Commercial Paper-Nonfinancial. If by 5:00 P.M., New York City time, on such Calculation Date such rate is not yet published in either the H.15 Daily Update or other recognized electronic source, the Commercial Paper Rate for such Interest Determination Date will be calculated by the Calculation Agent and will be the Money Market Yield of the arithmetic mean of the offered rates at approximately 11:00 A.M., New York City time, on that Interest Determination Date, of three leading dealers of United States dollar commercial paper in The City of New York, which may include an agent for the sale of the Notes or its affiliates, selected by the Company for commercial paper having the Index Maturity specified above placed for industrial issuers whose bond rating is AA, or the equivalent, from a nationally recognized statistical rating organization; provided, however, that if the dealers selected as aforesaid by the Company are not quoting as mentioned in this sentence, the Commercial Paper Rate determined as of such Interest Determination Date will be the Commercial Paper Rate in effect on such Interest Determination Date.
Money Market Yield means a yield (expressed as a percentage) calculated in accordance with the following formula:
Money Market Yield = | D x 360 | x 100 | ||
| ||||
360 - (D x M) |
where D refers to the applicable per annum rate for commercial paper, quoted on a bank discount basis and expressed as a decimal; and M refers to the actual number of days in the applicable interest reset period.
Determination of Federal Funds Rate. If the Interest Rate Basis specified above is the Federal Funds Rate, the interest rate with respect to this Note will be the Federal Funds Rate plus or minus the Spread, if any, or multiplied by the Spread Multiplier, if any, as specified above. Federal Funds Rate means, with respect to any Interest Determination Date:
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(i) If Federal Funds (Effective) Rate is specified above, the rate on that day for United States dollar federal funds as published in the H.15 Daily Update or such other recognized electronic source used for the purpose of displaying the applicable rate, under the caption Federal funds (effective). If such rate does not appear on Reuters Page FEDFUNDS1 and is not yet published in the H.15 Daily Update or other recognized electronic source by 5:00 P.M., New York City time, on the Calculation Date pertaining to such Interest Determination Date, the Federal Funds Rate for such Interest Determination Date will be calculated by the Calculation Agent and will be the arithmetic mean of the rates for the last transaction in overnight United States dollar federal funds arranged by three leading brokers of United States dollar federal funds transactions in The City of New York selected by the Company prior to 9:00 A.M., New York City time, on such Interest Determination Date; provided, however, that if the brokers selected as aforesaid by the Company are not quoting as mentioned in this sentence, the Federal Funds Rate will be the Federal Funds Rate determined as of such Interest Determination Date in effect on such Interest Determination Date.
(ii) If Federal Funds Open Rate is specified above, the rate on that day under the heading Federal Funds for the applicable Index Maturity and opposite the caption Open as such rate is displayed on Reuters page 5 (Reuters Page 5), or if such rate does not appear on Reuters Page 5 or is not so published by 3:00 P.M., New York City time, on the Calculation Date pertaining to such Interest Determination Date, the Federal Funds Rate will be the rate displayed on the FFPREBON Index Page on the Bloomberg service, which is the Fed Funds Opening Rate as reported by Prebon Yamane (or its successor) on Bloomberg. If such rate does not appear on the FFPREBON Index page on Bloomberg or another recognized electronic source or is not so published by 3:00 P.M., New York City time, on the Calculation Date pertaining to such Interest Determination Date, the Federal Funds Rate will be the rate calculated by the Calculation Agent as the arithmetic mean of the rates for the last transaction in overnight United States dollar federal funds arranged by three leading brokers of United States dollar federal funds transactions in The City of New York, which may include an agent for the sale of the Notes or its affiliates, selected by the Company, before 9:00 A.M., New York City time on such Interest Determination Date, or if the brokers selected as aforesaid by the Company are not quoting as mentioned in this sentence, the Federal Funds Rate will be the Federal Funds Rate as in effect on such Interest Determination Date.
(iii) If Federal Funds Target rate is specified above, the rate on that day displayed on the FDTR Index Page on Bloomberg, or if such rate does not appear on the FDTR Index Page on Bloomberg or is not so published by 3:00 P.M., New York City time, on the Calculation Date pertaining to such Interest Determination Date, the Federal Funds Rate will be the rate appearing on Reuters page USFFTARGET= (Reuters Page USFFTARGET=). If such rate does not appear on Reuters Page USFFTARGET= or is not so published by 3:00 P.M., New York City time, on the Calculation Date pertaining to such Interest Determination Date, the Federal Funds Rate will be the rate calculated by the Calculation Agent as the arithmetic mean of the rates for the last transaction in overnight United States dollar federal funds arranged by three leading brokers of United States dollar federal funds transactions in The City of New York, which may include an agent for the sale of the Notes or its affiliates, selected by the Company, before 9:00 A.M., New York City time, on such Interest Determination Date, or if the brokers selected as aforesaid by the Company are not quoting as mentioned in this sentence, the Federal Funds Rate will be the Federal Funds Rate as in effect on such Interest Determination Date.
Determination of LIBOR. If the Interest Rate Basis specified above is LIBOR, the interest rate with respect to this Note will be LIBOR plus or minus the Spread, if any, or multiplied by the Spread Multiplier, if any, as specified above. LIBOR will be determined by the Calculation Agent in accordance with the following provisions:
With respect to any Interest Determination Date, LIBOR means: (i) the rate for deposits in the Designated LIBOR Currency (as defined below) having the Index Maturity specified above commencing on the Interest Reset Date that appears on the Designated LIBOR Page (as defined below) as of 11:00 A.M., London time, on that Interest Determination Date, or (ii) if the rate referred to in clause (i) does not appear on the Designated LIBOR Page, or is not so published by 11:00 A.M, London time, on such Interest Determination Date, the Calculation Agent shall request the principal London offices of each of four major reference banks (which may include the agents for the sale of the Notes or their affiliates) in the London interbank market, as selected by the Company, to provide the Calculation Agent with its offered quotation for deposits in the Designated LIBOR Currency for the period of the Index Maturity specified above, commencing on such Interest Reset Date, to prime banks in the London interbank market at approximately 11:00 A.M., London time, on such Interest Determination Date and in a principal amount that is representative for a single transaction in such Designated LIBOR Currency in that market at that time. If at
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least two such quotations are provided, then LIBOR on such Interest Determination Date will be the arithmetic mean of such quotations and calculated by the Calculation Agent. If fewer than two such quotations are provided, then LIBOR on such Interest Determination Date will be the arithmetic mean calculated by the Calculation Agent of the rates quoted at approximately 11:00 A.M., in the applicable Principal Financial Center (as defined below), on such Interest Determination Date by three major banks (which may include the agents for the sale of the Notes or their affiliates) in such Principal Financial Center selected by the Company for loans in the Designated LIBOR Currency to leading European banks, having the Index Maturity specified above commencing on such Interest Reset Date, and in a principal amount that is representative for a single transaction in such Designated LIBOR Currency in such market at such time, or (iii) if the banks so selected by the Company are not quoting as mentioned in clause (ii) above, LIBOR in effect on the applicable Interest Determination Date.
Notwithstanding the foregoing, if the Company determines that LIBOR has been permanently discontinued, the Company or its designee shall determine the successor or alternative rate (the Alternative Rate) selected by a central bank, reserve bank, monetary authority or any similar institution (including any committee or working group thereof) that is consistent with accepted market practice. As part of such substitution, the Company or its designee will make such adjustments to the Alternative Rate or the spread thereon, as well as the Business Day convention, Interest Determination Dates and related provisions and definitions, in each case that are consistent with accepted market practice for the use of such Alternative Rate for debt obligations such as the Notes. If there is no clear market consensus as to whether any rate has replaced LIBOR in customary market usage, the Company may appoint in its sole discretion an Independent Financial Advisor (the IFA) to determine an appropriate Alternative Rate, and any adjustments, and the decision of the IFA will be binding on the Company, the Calculation Agent and the Holders. If, however, there is no clear market consensus as to whether any rate has replaced LIBOR in customary market usage, and for any reason an Alternative Rate has not been determined, LIBOR determined as of such Interest Determination Date shall be LIBOR in effect on such Interest Determination Date.
None of the Trustee, the Paying Agent or the Calculation Agent shall be under any obligation to (i) monitor, determine or verify the unavailability or cessation of LIBOR, or whether or when there has occurred, or to give notice to any other party of the occurrence of, any benchmark transition event or related benchmark replacement date, (ii) select, determine or designate any benchmark replacement, or other alternative or successor benchmark index, or whether any conditions to the designation of such a rate or index have been satisfied, (iii) select, determine or designate any benchmark replacement adjustment, or other modifier to any alternative or successor index or (iv) determine whether or what benchmark replacement conforming changes are necessary or advisable, if any, in connection with any of the foregoing, including, but not limited to, adjustments as to any alternative spread thereon, the Business Day convention, interest determination dates or any other relevant methodology applicable to such substitute or successor benchmark. In connection with the foregoing, each of the Trustee, Paying Agent and Calculation Agent shall be entitled to conclusively rely on any determinations made by us or our designee without independent investigation, and none will have any liability for actions taken at our direction in connection therewith.
None of the Trustee, the Paying Agent or the Calculation Agent shall be liable for any inability, failure or delay on its part to perform any of its duties set forth in this Note as a result of the unavailability of LIBOR or other applicable benchmark replacement, including as a result of any failure, inability, delay, error or inaccuracy on the part of any other transaction party in providing any direction, instruction, notice or information required or contemplated by the terms of this Note and reasonably required for the performance of such duties. None of the Trustee, Paying Agent or Calculation Agent shall be responsible or liable for our actions or omissions or for those of our designee, or for any failure or delay in the performance by us or our designee, nor shall any of the Trustee, Paying Agent or Calculation Agent be under any obligation to oversee or monitor our performance or that of our designee.
Designated LIBOR Currency means the currency specified above as the currency for which LIBOR will be calculated. If no such currency is specified above, the Designated LIBOR Currency will be United States dollars.
Designated LIBOR Page means the display on Reuters page LIBOR01 or LIBOR02, as specified above, for the purpose of displaying the London interbank rates of major banks for the Designated LIBOR Currency.
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Principal Financial Center means (1) the capital city of the country issuing the Specified Currency, except that with respect to United States dollars, Australian dollars, Canadian dollars, South African rand and Swiss francs, the Principal Financial Center will be The City of New York, Sydney, Toronto, Johannesburg and Zurich, respectively, or (2) the capital city of the country to which the Designated LIBOR Currency relates, except that with respect to United States dollars, Australian dollars, Canadian dollars, Euros, South African rand and Swiss francs, the Principal Financial Center will be The City of New York, Sydney, Toronto, London (solely in the case of the Designated LIBOR Currency), Johannesburg and Zurich, respectively.
Determination of EURIBOR. If the Interest Rate Basis specified above is EURIBOR, the interest rate with respect to this Note will be EURIBOR plus or minus the Spread, if any, or multiplied by the Spread Multiplier, if any, as specified above. EURIBOR means, with respect to any Interest Determination Rate, the rate for deposits in Euros as sponsored, calculated and published jointly by the European Banking Federation and ACI-The Financial Market Association, or any company established by the joint sponsors for purposes of compiling and publishing those rates, having the Index Maturity specified above, commencing on the applicable Interest Reset Date, that appears on Reuters page EURIBOR01 or any other page as may replace that specified page on that service (Reuters Page EURIBOR01) as of 11:00 a.m., Brussels time, on such Interest Determination Date; or if no such rate appears on Reuters Page EURIBOR01, or is not so published by 11:00 a.m., Brussels time, on such Interest Determination Date, the rate calculated by the Calculation Agent as the arithmetic mean of at least two quotations obtained by the Calculation Agent after requesting the principal Euro-zone (as defined below) offices of four major reference banks in the Euro-zone interbank market (which may include affiliates of the agents for the sale of the Notes) selected by the Company, to provide the Calculation Agent with its offered quotation for deposits in Euros for the period of the Index Maturity specified above commencing on the applicable Interest Reset Date, to prime banks in the Euro-zone interbank market at approximately 11:00 a.m., Brussels time, on such Interest Determination Date and in a principal amount not less than the equivalent of United States $1,000,000 in Euros that is representative for a single transaction in Euros in such market at such time; or if fewer than two quotations are so provided, the rate on such Interest Determination Date will be calculated by the Calculation Agent and will be the arithmetic mean of the rates quoted at approximately 11:00 a.m., Brussels time, on such Interest Determination Date by four major banks in the Euro-zone selected by the Company for loans in Euro to leading European banks, having the Index Maturity specified above, commencing on the applicable Interest Reset Date and in principal amount not less than the equivalent of United States $1,000,000 in Euros that is representative for a single transaction in Euros in such market at such time; or if the banks so selected by the Company are not quoting as mentioned above, EURIBOR in effect on the applicable Interest Determination Date.
Notwithstanding the foregoing, if the Company determines that EURIBOR has been permanently discontinued, the Company or its designee shall determine the alternative rate (the EURIBOR Alternative Rate) selected by a central bank, reserve bank, monetary authority or any similar institution (including any committee or working group thereof) that is consistent with accepted market practice. As part of such substitution, the Company or its designee will make adjustments to the EURIBOR Alternative Rate or the spread thereon, as well as the Business Day convention, Interest Determination Dates and related provisions and definitions, in each case that are consistent with accepted market practice for the use of such EURIBOR Alternative Rate for debt obligations such as the Notes. If there is no clear market consensus as to whether any rate has replaced EURIBOR in customary market usage, the Company may appoint in its sole discretion an IFA to determine an appropriate EURIBOR Alternative Rate, and any adjustments, and the decision of the IFA will be binding on the Company, the Calculation Agent and the Holders. If, however, there is no clear market consensus as to whether any rate has replaced EURIBOR in customary market usage, and for any reason an EURIBOR Alternative Rate has not been determined, EURIBOR determined as of such Interest Determination Date shall be EURIBOR in effect on such Interest Determination Date.
None of the Trustee, the Paying Agent or the Calculation Agent shall be under any obligation to (i) monitor, determine or verify the unavailability or cessation of EURIBOR, or whether or when there has occurred, or to give notice to any other party of the occurrence of, any benchmark transition event or related benchmark replacement date, (ii) select, determine or designate any benchmark replacement, or other alternative or successor benchmark index, or whether any conditions to the designation of such a rate or index have been satisfied, (iii) select, determine or designate any benchmark replacement adjustment, or other modifier to any alternative or successor index or (iv) determine whether or what benchmark replacement conforming changes are necessary or advisable, if any, in connection with any of the foregoing, including, but not limited to, adjustments as to any alternative spread thereon, the Business Day convention, interest determination dates or any other relevant methodology applicable to such substitute or successor benchmark. In connection with the foregoing, each of the Trustee, Paying Agent and Calculation Agent shall be entitled to conclusively rely on any determinations made by us or our designee without independent investigation, and none will have any liability for actions taken at PFCs direction in connection therewith.
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None of the Trustee, the Paying Agent or the Calculation Agent shall be liable for any inability, failure or delay on its part to perform any of its duties set forth in this Note as a result of the unavailability of EURIBOR or other applicable benchmark replacement, including as a result of any failure, inability, delay, error or inaccuracy on the part of any other transaction party in providing any direction, instruction, notice or information required or contemplated by the terms of this Note and reasonably required for the performance of such duties. None of the Trustee, Paying Agent or Calculation Agent shall be responsible or liable for our actions or omissions or for those of our designee, or for any failure or delay in the performance by us or our designee, nor shall any of the Trustee, Paying Agent or Calculation Agent be under any obligation to oversee or monitor our performance or that of our designee.
Euro-zone means the region comprised of member states of the European Union that adopt the single currency in accordance with the treaty establishing the European Community, as amended by the treaty on the European Union.
Determination of Prime Rate. If the Interest Rate Basis specified above is the Prime Rate, the interest rate with respect to this Note will be the Prime Rate plus or minus the Spread, if any, or multiplied by the Spread Multiplier, if any, as specified above. Prime Rate means, with respect to any Interest Determination Date, the rate on such Interest Determination Date as published in the H.15 Daily Update or such other recognized electronic source used for the purpose of displaying the applicable rate under the caption Bank prime loan. If such rate is not published by 5:00 P.M., New York City time, in the H.15 Daily Update or such other recognized electronic source on the related Calculation Date, the Prime Rate for such Interest Determination Date will be calculated by the Calculation Agent and will be the arithmetic mean of the rates of interest publicly announced by each bank that appears on Reuters page US PRIME 1 as such banks prime rate or base lending rate as of 11:30 A.M., New York City time, on such Interest Determination Date, or, if fewer than four such rates appear by 5:00 P.M., New York City time, on the related Calculation Date on Reuters page US PRIME 1 for such Interest Determination Date, the rate will be calculated by the Calculation Agent and will be the arithmetic mean of the prime rates or base lending rates quoted on the basis of the actual number of days in the year divided by a 360-day year as of the close of business on such Interest Determination Date by three major banks in The City of New York, which may include an agent for the sale of the Notes or its affiliates, selected by the Company; provided, however, that if the banks so selected by the Company are not quoting as mentioned in this sentence, the Prime Rate with respect to such Interest Determination Date will be the Prime Rate in effect on such Interest Determination Date.
Determination of Treasury Rate. If the Interest Rate Basis specified above is the Treasury Rate, the interest rate with respect to this Note will be the Treasury Rate plus or minus the Spread, if any, or multiplied by the Spread Multiplier, if any, as specified above. Treasury Rate means, with respect to any Interest Determination Date, the rate from the auction held on such Interest Determination Date (the Auction) of direct obligations of the United States (Treasury Bills) having the Index Maturity specified above as published under the caption INVEST RATE on Reuters page USAUCTION 10 or any other page as may replace that specified page on that service (Reuters Page US AUCTION 10) or Reuters page USAUCTION 11 or any page as may replace that specified page on that service (Reuters Page USAUCTION 11) or, if not so displayed, as displayed on the Bloomberg service (or any successor service) on page AUCR 27 (or any other page as may replace that page on that service). If such rate does not appear by 3:00 P.M., New York City time, on the Calculation Date pertaining to such Interest Determination Date, the Bond Equivalent Yield (as defined below) of the auction rate of such Treasury Bills announced by the United States Department of the Treasury. In the event that such auction rate is not so announced by the United States Department of the Treasury by 3:00 P.M., New York City time, on such Calculation Date, or if the Auction is not held, the Treasury Rate on such Interest Determination Date will be the Bond Equivalent Yield of the rate on such Interest Determination Date of Treasury Bills having a remaining maturity closest to the Index Maturity specified above as published in the H.15 Daily Update or other recognized electronic source used for the purpose of displaying the rate, under the caption U.S. Government Securities/Treasury Bills/Secondary Market. If such rate is not published in the H.15 Daily Update or other recognized electronic source by 5:00 P.M., New York City time, on such Calculation Date, the Treasury Rate on such Interest Determination Date will be calculated by the
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Calculation Agent and will be the Bond Equivalent Yield of the arithmetic mean of the secondary market bid rates, as of approximately 3:30 P.M., New York City time, on such Interest Determination Date, of three primary United States government securities dealers, which may include an agent for the sale of the Notes or its affiliates, selected by the Company, for the issue of Treasury Bills with a remaining maturity closest to the Index Maturity specified above; provided, however, that if the dealers selected as aforesaid by the Company are not quoting as mentioned in this sentence, the Treasury Rate determined as of such Interest Determination Date will be the Treasury Rate in effect on such Interest Determination Date.
Bond Equivalent Yield means a yield (expressed as a percentage) calculated in accordance with the following formula:
Bond Equivalent Yield = | D X N |
x 100 | ||
360 (D X M) |
where D refers to the applicable per annum rate for Treasury Bills quoted on a bank discount basis and expressed as a decimal, N refers to 365 or 366, as the case may be, and M refers to the actual number of days in the applicable interest reset period.
Notwithstanding the determination of the interest rate as provided above, the interest rate on this Note for any interest period will not be greater than the Maximum Interest Rate, if any, or less than the Minimum Interest Rate, if any, specified above. The interest rate on this Note will in no event be higher than the maximum rate permitted by New York law, as the same may be modified by United States law of general application. The Calculation Agent will calculate the interest rate on this Note in accordance with the foregoing on or before each Calculation Date.
The Calculation Date, where applicable, pertaining to an Interest Determination Date is the earlier of (i) the tenth calendar day after such Interest Determination Date or if any such day is not a Business Day, the next succeeding Business Day or (ii) the Business Day immediately preceding the applicable Interest Payment Date or Maturity, as the case may be.
The Paying Agent will notify the Company of each determination of the interest rate applicable to this Note promptly after such determination is made by the Calculation Agent. The Paying Agent will, upon the request of the Holder of this Note, provide the interest rate then in effect and, if determined, the interest rate which will become effective as a result of a determination made with respect to the most recent Interest Determination Date with respect to this Note. The Paying Agent will not be responsible for determining the interest rate applicable to this Note.
If any Interest Payment Date specified above, other than an Interest Payment Date on the Maturity, would otherwise be a day that is not a Business Day, such Interest Payment Date will be postponed to the next day that is a Business Day, and interest will continue to accrue, except that if the Interest Rate Basis specified above is LIBOR or EURIBOR, and if such Business Day is the next succeeding calendar month, such Interest Payment Date will be the immediately preceding Business Day. If the Maturity of this Note falls on a day that is not a Business Day, the payment of principal, premium, if any, and interest will be made on the next succeeding Business Day, and no interest on such payment will accrue for the period from and after Maturity. Business Day means any day, other than a Saturday or Sunday, that is neither a legal holiday nor a day on which commercial banks are authorized or required by law, regulation or executive order to close in The City of New York; provided, however, that, if the Specified Currency above is anything other than United States dollars, the day is also not a day on which commercial banks are authorized or required by law, regulation or executive order to close in the Principal Financial Center, as defined above, of the country issuing the Specified Currency or, if the Specified Currency is Euro, the day is also a TARGET business day. A TARGET business day is any day on which the Trans-European Automated Real-time Gross Settlement Express Transfer (TARGET) System is open; provided, further, that, with respect to notes as to which LIBOR is an applicable Interest Rate Basis, the day is also a London Banking Day. London Banking Day means a day on which commercial banks are open for business, including dealings in the Designated LIBOR Currency in London.
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If the Interest Rate Basis specified above is the CMT Rate or the Commercial Paper Rate, the Interest Determination Date pertaining to an Interest Reset Date will be the second Business Day next preceding such Interest Reset Date. If the Interest Rate Basis specified above is the Federal Funds Rate, the Interest Determination Date pertaining to an Interest Reset Date will be the Interest Reset Date. If the Interest Rate Basis specified above is the Prime Rate, the Interest Determination Date pertaining to an Interest Reset Date will be the first Business Day preceding such Interest Reset Date. If the Interest Rate Basis specified above is LIBOR, the Interest Determination Date pertaining to an Interest Reset Date will be the second London Banking Day next preceding the Interest Reset Date, unless the Designated LIBOR Currency specified above is the British pound sterling, in which case the Interest Determination Date will be the Interest Reset Date. If the Interest Rate Basis specified above is EURIBOR, the Interest Determination Date pertaining to an Interest Reset Date will be the second TARGET business day preceding each Interest Reset Date. If the Interest Rate Basis specified above is the Treasury Rate, the Interest Determination Date pertaining to an Interest Reset Date will be the day of the week in which such Interest Reset Date falls on which Treasury Bills of the Index Maturity specified above are normally auctioned. Treasury Bills are normally sold at auction on Monday of each week, unless that day is a legal holiday, in which case the auction is normally held on the following Tuesday, except that such auction may be held on the preceding Friday; provided, however, that if an auction is held on the Friday of the week preceding the Interest Reset Date, the Interest Determination Date will be the preceding Friday; and provided, further, that if an auction falls on any Interest Reset Date, then such Interest Reset Date will instead be the first Business Day following the auction. If the interest rate of this Note is determined with reference to two or more interest rate bases, the Interest Determination Date pertaining to this Note will be the latest Business Day which is at least two Business Days prior to the Interest Reset Date on which each Interest Rate Basis will be determinable. Each Interest Rate Basis will be determined on such date and the applicable interest rate will take effect on the related Interest Reset Date.
Interest payments on this Note will include accrued interest from and including the Original Issue Date or from and including the immediately preceding Interest Payment Date in respect of which interest has been paid, as the case may be, to, but excluding, the Interest Payment Date or Maturity, as the case may be. Accrued interest will be calculated by multiplying the principal amount of this Note by an accrued interest factor. The accrued interest factor will be computed by adding the interest factors calculated for each day in the period for which accrued interest is being calculated. The interest factor (expressed as a decimal) for each such day will be computed by dividing the interest rate applicable to such day by 360, if the Interest Rate Basis specified above is the Commercial Paper Rate, Federal Funds Rate, LIBOR, EURIBOR or the Prime Rate, or by the actual number of days in the year if the Interest Rate Basis specified above is the CMT Rate or the Treasury Rate. If two or more Interest Rate Bases are specified above, the interest factor will be calculated in each period in the same manner as if only one of the applicable Interest Rate Bases applied. The interest factor for each such day shall be computed by dividing the interest rate applicable to such day by 360, if the Day Count Convention specified above is Actual/360 for the period specified thereunder or by the actual number of days in the year if the Day Count Convention specified above is Actual/Actual for the period specified thereunder.
Except as provided in the next paragraph, any payment to be made on this Note in a Specified Currency other than United States dollars will be made in United States dollars unless the Person entitled to receive such payment transmits a written request for such payment to be made in the Specified Currency to the Paying Agent, on or before the applicable Regular Record Date or at least fifteen calendar days before Maturity, as the case may be. Such written request may be mailed, hand delivered, or sent by cable, telex or other form of facsimile transmission. Any such request made with respect to any payment on this Note payable to a particular Holder will remain in effect for all later payments on this Note payable to such Holder, unless such request is revoked by written notice to the Paying Agent on or before the applicable Regular Record Date or at least fifteen calendar days before Maturity, as the case may be, in which case such revocation shall be effective for such and all later payments.
The United States dollar amount of any payment made pursuant to this Note, if the Specified Currency is other than United States dollars and the Person entitled to receive such payment has not requested payment to be made in the Specified Currency as described in the preceding paragraph, will be determined by the Exchange Rate Agent based upon the highest bid quotation received by the Exchange Rate Agent as of 11:00 A.M., New York City time, on the second Business Day preceding the applicable payment date, from three recognized foreign exchange dealers selected by the Exchange Rate Agent (which dealers may include the Exchange Rate Agent) and approved by the Company in The City of New York, in each case for the purchase by the quoting dealer, for United States dollars and for settlement on such payment date of an amount of the Specified Currency for such payment equal to the aggregate amount of such Specified Currency payable on such payment date to all Holders of Securities who are scheduled to receive United States dollar payments on such payment date, and at which the applicable dealer commits to execute a contract. If the bid quotations are not available on such second Business Day, such payment will be made in the Specified Currency for such payment. All currency exchange costs associated with any payment in United States dollars on this Note will be borne by the Holder entitled to receive such payment, by deduction from such payment.
14
Notwithstanding anything in the foregoing to the contrary, if the Specified Currency is not available for any amount payable on this Note on the second Business Day preceding the applicable payment date (including at Maturity) due to the imposition of exchange controls or any other circumstances beyond the control of the Company, the Company will be entitled to satisfy its obligation to pay such amount in such Specified Currency by making such payment in United States dollars. The amount of such payment in United States dollars shall be determined by the Exchange Rate Agent on the basis of the Market Exchange Rate on the second Business Day preceding the applicable payment date, or if the Market Exchange Rate is not available on the second Business Day preceding the applicable payment date, the most recently available Market Exchange Rate. The Market Exchange Rate for a Specified Currency other than United States dollars means the noon dollar buying rate for cable transfers in The City of New York for such Specified Currency as certified for custom purposes or, if not so certified, as otherwise determined by the Federal Reserve Bank of New York. Any payment made under such circumstances in United States dollars where the required payment is in other than United States dollars will not constitute an Event of Default under the Indenture or this Note.
If an Event of Default (as defined in the Indenture) with respect to the Notes shall occur and be continuing, the unpaid principal of all the Notes Outstanding may be declared due and payable in the manner and with the effect provided in the Indenture.
If the Discount Note box is checked above, the amount payable to the Holder of this Note in the event of redemption, repayment or acceleration of maturity will be equal to the sum of (i) the Issue Price specified above (increased by any accruals of Discount, as defined below, and reduced by any amounts of principal previously paid) and, in the event of any redemption of this Note (if applicable), multiplied by the Initial Redemption Percentage Reduction, specified above (as adjusted by the Annual Redemption Percentage Reduction specified above) and (ii) any unpaid interest accrued hereon to the date of such redemption, repayment or acceleration of maturity, as the case may be. The difference between the Issue Price specified above and the principal amount of this Note is referred to herein as the Discount.
For purposes of determining the amount of Discount that has accrued as of any date on which a redemption, repayment or acceleration of maturity occurs for this Note, such Discount will be accrued using a constant yield method. The constant yield will be calculated using a 30-day month, 360-day year convention, a compounding period that, except for the Initial Period (as defined below), corresponds to the shortest period between Interest Payment Dates specified above (with ratable accruals within a compounding period), an interest rate equal to the Initial Interest Rate specified above and an assumption that the maturity of this Note will not be accelerated. If the period from the Original Issue Date specified above to the initial Interest Payment Date (the Initial Period) is shorter than the compounding period for this Note, a proportionate amount of the yield for an entire compounding period will be accrued. If the Initial Period is longer than the compounding period, then such period will be divided into a regular compounding period and a short period with the short period being treated as provided in the preceding sentence.
The Indenture permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Company and the rights of the Holders of the Securities of each series under the Indenture to be affected at any time by the Company with the consent of the Holders of a majority in principal amount of the Securities at the time Outstanding of each series to be affected. The Indenture also contains provisions permitting the Holders of a majority in principal amount of the Securities of each series at the time Outstanding, on behalf of the Holders of all Securities of such series, to waive compliance by the Company with certain provisions of the Indenture and certain past defaults under the Indenture and their consequences. Any such consent or waiver by the Holder of this Note shall be conclusive and binding upon such Holder and upon all future Holders of this Note and of any Note issued upon the registration of transfer hereof or in exchange herefor and in lieu hereof, whether or not notation of such consent or waiver is made upon this Note.
15
As provided in, and subject to the terms of, the Indenture, the Company shall be discharged from its obligations under the Notes if at any time (a) the Company has irrevocably deposited with the Trustee, in trust, (i) sufficient funds to pay the principal of, and premium, if any, and interest to the Maturity on, the Notes, or (ii) to the extent the Notes are payable in United States dollars only, such amount of direct obligations of, or obligations the principal and interest on which are fully guaranteed by, the United States of America (other than obligations subject to prepayment, redemption or call prior to their stated maturity) as will, together with the predetermined and certain income to accrue thereon (without consideration of any reinvestment thereof), be sufficient to pay and discharge when due the principal of, and premium, if any, and interest to the Maturity on, the Notes (b) the Company has paid all other sums payable with respect to the Notes and (c) unless the Notes are to become due and payable at their Maturity within one year, the Trustee has received an opinion of recognized tax counsel to the effect that such deposit and discharge will not result in recognition by the Holders of the Notes of income, gain or loss for federal income tax purposes (other than income, gain or loss which would have been recognized in like amount and at a like time absent such deposit and discharge). Upon such discharge, the Holders of the Notes shall no longer be entitled to the benefits of the Indenture, except for the purposes of registration of transfer and exchange of Notes, and shall look only to such deposited funds or obligations for payment.
No reference herein to the Indenture and no provision of this Note or of the Indenture shall alter or impair the obligation of the Company which is absolute and unconditional to pay the principal of and interest on this Note at the times, place and rates, and in the coin or currency herein and in the Indenture prescribed; subject, however, to the provisions for the discharge of the Company from its obligations under the Notes upon satisfaction of the conditions set forth in the preceding paragraph and in the Indenture.
This Note may be redeemed at the option of the Company on any date on or after the Initial Redemption Date (any date fixed for such redemption being the Redemption Date), if any, specified above, and prior to the Maturity Date specified above, in whole, or from time to time in part (if so specified above), in increments of $1,000 or integral multiples thereof (provided that any remaining principal amount shall be an authorized denomination) at the Redemption Price, if any, specified above or in any applicable Addendum hereto, together with accrued interest to the Redemption Date, upon mailing a notice of such redemption not more than 60 days nor less than 30 days prior to the Redemption Date to the Holder of this Note at such Holders address appearing in the Security Register, all as provided in the Indenture. If less than all of the Notes are to be redeemed, the Trustee shall select, from Notes that are subject to redemption pursuant to the terms thereof, the Note or Notes, or portion or portions thereof, to be redeemed. In the event of redemption of this Note in part only, a new Note for the unredeemed portion hereof shall be issued in the name of the Holder hereof upon the surrender hereof.
As provided in the Indenture and subject to certain limitations therein set forth, the transfer of this Note is registrable in the Security Register, upon surrender of this Note for registration of transfer at the office or agency of the Company in any place where the principal of and interest on this Note are payable, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Company and the Security Registrar duly executed by, the Holder hereof or his attorney duly authorized in writing, and thereupon one or more new Notes of the same series in authorized denominations and for the same aggregate principal amount shall be issued to the designated transferee or transferees.
The Notes are issuable only in registered form without coupons and, if payable in United States dollars, only in denominations of $1,000 and any integral multiple of $1,000 unless otherwise specified on the face hereof. As provided in the Indenture and subject to certain limitations therein set forth, Notes of this series are exchangeable for a like aggregate principal amount of Notes of this series of a different authorized denomination, as requested by the Holder surrendering the same. If (x) the Depositary is at any time unwilling or unable, or no longer eligible under the Indenture, to continue as depositary and a successor depositary is not appointed by the Company within 90 days (y) the Company executes and delivers to the Trustee or an Authenticating Agent a Company Order to the effect that this Note shall be exchangeable or (z) an Event of Default has occurred and is continuing with respect to the Notes, this Note shall be exchangeable for Notes in definitive form of like tenor and of an equal aggregate principal amount, in authorized denominations. Such definitive Notes shall be registered in such name or names as the Depositary shall instruct the Trustee. If definitive Notes are so delivered, the Company may make such changes to the form of this Note as are necessary or appropriate to allow for the issuance of such definitive Notes.
16
The Company may, from time to time, subject to compliance with any other applicable provisions of the Indenture, without notice to or the consent of the Holders of the Notes, create and issue pursuant to the Indenture additional Notes having terms and conditions identical to those of this Note and ranking equally and ratably with the Notes, except that such additional Notes may have different issue dates and different issue prices from this Note.
This Note is not subject to any sinking fund.
No service charge shall be made for any registration of transfer or exchange relating to this Note, but the Company or the Security Registrar may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith.
Prior to due presentment of this Note for registration of transfer, the Company, the Trustee, any Paying Agent, any Authenticating Agent and any other agent of the Company or the Trustee may treat the Person in whose name this Note is registered as the owner hereof for all purposes, whether or not this Note be overdue, and neither the Company, the Trustee nor any such agent shall be affected by notice to the contrary.
As provided in the Indenture, no recourse for the payment of the principal of or interest on any Note, or for any claim based thereon, and no recourse upon any obligation of the Company in the Indenture or in any Note shall be had against any incorporator, stockholder, officer or director, as such, past, present or future, of the Company or of any successor corporation.
All terms used in this Note which are defined in the Indenture shall have the meanings assigned to them in the Indenture.
This Note shall be governed by and construed in accordance with the laws of the State of New York, without regard to principles of conflicts of laws.
17
ASSIGNMENT/TRANSFER FORM
FOR VALUE RECEIVED the undersigned registered Holder hereby sell(s), assign(s) and transfer(s) unto (insert Taxpayer Identification No.)
(Please print or typewrite name and address including postal zip code of assignee)
the within Note and all rights thereunder, hereby irrevocably constituting and appointing attorney to transfer said Note on the books of the Company with full power of substitution in the premises.
Date |
| |
NOTICE: The signature of the registered Holder to this assignment must correspond with the name as written upon the face of the within instrument in every particular, without alteration or enlargement or any change whatsoever. |
18
OPTION TO ELECT REPAYMENT
The undersigned hereby irrevocably request(s) and instruct(s) the Company to repay this Note (or portion hereof specified below) pursuant to its terms at a price equal to the principal amount hereof together with interest to the repayment date, to the undersigned, at
(Please print or typewrite name and address of the undersigned)
For this Note to be repaid, the Trustee must receive at 400 South Hope Street, Suite 400, Los Angeles, CA 90071, Attention: Corporate Unit, Fax: (213) 630-6298, or at such other place or places of which the Company shall from time to time notify the Holder of this Note, not more than 60 nor less than 30 days prior to an Optional Repayment Date, if any, shown on the face of this Note, this Note with this Option to Elect Repayment form duly completed. This Note must be received by the Trustee by 5:00 P.M., New York City time, on the last day for the giving of such notice.
If less than the entire principal amount of this Note is to be repaid, specify the portion hereof (which shall be in an amount equal to $1,000 or an integral multiple thereof, provided that any remaining principal amount shall be an authorized denomination) which the Holder elects to have repaid and specify the denomination or denominations (which shall be in an amount equal to an authorized denomination) of the Notes to be issued to the Holder for the portion of this Note not being repaid (in the absence of any such specification, one such Note will be issued for the portion not being repaid).
$ | ||
Date |
| |
NOTICE: The signature on this Option to Elect Repayment must correspond with the name as written upon the face of this Note in every particular, without alteration or enlargement or any change whatever. |
19
Exhibit 5.1
November 1, 2021
PACCAR Financial Corp.
777 106th Avenue N.E.
Bellevue, Washington 98004
Re: | Registration Statement on Form S-3ASR Filed by PACCAR Financial Corp. |
Ladies and Gentlemen:
We have acted as counsel to PACCAR Financial Corp., a Washington corporation (the Company), in connection with the filing with the Securities and Exchange Commission (the Commission) pursuant to the Securities Act of 1933, as amended (the Securities Act), and the rules and regulations promulgated thereunder (the Rules), of a registration statement on Form S-3ASR (the Registration Statement) for the registration of the sale from time to time of senior debt securities of the Company without limitation as to aggregate principal amount (the Debt Securities) to be issued under the indenture dated as of November 20, 2009 (the Indenture) between the Company and The Bank of New York Mellon Trust Company, N.A. (the Trustee), as set forth in the prospectus and prospectus supplements (together, the Prospectus) included in the Registration Statement and in supplements to the Prospectus.
The Company has informed us that the Securities will be sold or delivered on a delayed or continuous basis from time to time as set forth in the Registration Statement (and any amendments thereto), the Prospectus and any prospectus supplement. We understand that prior to the sale of any Debt Securities under the Registration Statement, the Company will afford us an opportunity to review the operative documents pursuant to which such Debt Securities are to be sold and will file any applicable amendment to the Registration Statement (which may include as an exhibit an amendment to this opinion) or prospectus supplement as we may reasonably consider necessary or appropriate by reason of the terms of the sale of such Debt Securities.
As part of the corporate actions taken and to be taken in connection with the issuance and sale of the Debt Securities (the corporate proceedings), the Company has informed us that the Companys Board of Directors (the Board) or a committee thereof or certain authorized officers of the Company as authorized by the Board will, before the Debt Securities are issued and sold under the Registration Statement, authorize the issuance and approve the terms of any Debt Securities to be issued and sold from time to time under the Registration Statement, and such applicable corporate proceedings shall be in full force and effect at the time of any such issuance and sale.
PACCAR Financial Corp.
November 1, 2021
Page 2
In our capacity as counsel to the Company, we have examined or are otherwise familiar with (a) the Registration Statement; (b) such of the corporate proceedings as have occurred prior to or as of the date hereof; and (c) such other documents, records and instruments as we have deemed necessary for the purposes of this opinion.
As to matters of fact material to the opinions expressed herein, we have relied on (a) information in public authority documents (and all opinions based on public authority documents are as of the date of such public authority documents and not as of the date of this opinion letter), and (b) information provided in certificates of officers of the Company. We have not independently verified the facts so relied on.
In such examination, we have assumed the following without investigation: (a) the authenticity of original documents and the genuineness of all signatures; (b) the conformity to the originals of all documents submitted to us as copies; and (c) the truth, accuracy and completeness of the information, representations and warranties contained in the records, documents, instruments and certificates we have reviewed. For purposes of the opinions expressed below, we also assume that: (a) the Registration Statement and any amendments or prospectus supplements relating thereto shall have become and be effective pursuant to timely filings under the Securities Act; (b) a pricing supplement describing the Debt Securities offered pursuant to the Registration Statement, to the extent required by applicable law and the Rules, will be timely filed with the Commission; (c) the Trustee will have complied with the terms and conditions of the Indenture; and (d) at the time of issuance and sale of any of the Debt Securities, the terms of the Debt Securities, and their issuance and sale, will have been established so as not to violate any applicable law or result in a default under or a breach of any agreement or instrument binding upon the Company and so as to comply with any requirement or restriction imposed by any court or governmental body having jurisdiction over the Company. Based on and subject to the foregoing, we are of the opinion that:
1. | The Indenture has been duly authorized, executed and delivered by the Company. Assuming the Indenture has been qualified under the Trust Indenture Act of 1939, as amended, and assuming due authorization, execution and delivery by the Trustee, the Indenture constitutes a valid and legally binding obligation of the Company, enforceable against the Company in accordance with its terms. |
2. | When (a) the issuance of the applicable Debt Securities has been duly authorized by appropriate corporate proceedings; (b) the final terms of the applicable Debt Securities have been duly established and approved; and (c) the applicable Debt Securities have been duly executed by the Company and authenticated by the Trustee in accordance with the Indenture and delivered to and paid for by the purchasers thereof as contemplated by the Registration Statement the Prospectus and any supplements to the Prospectus, and as contemplated by the applicable corporate proceedings, such Debt Securities will constitute valid and legally binding obligations of the Company, enforceable against the Company in accordance with the terms thereof and will be entitled to the benefits of the Indenture. |
PACCAR Financial Corp.
November 1, 2021
Page 3
The foregoing opinions are subject to the following exclusions and qualifications:
(a) | Our opinions are as of the date hereof and we have no responsibility to update this opinion for events and circumstances occurring after the date hereof or as to facts relating to prior events that are subsequently brought to our attention. This opinion is limited to the laws, including the rules and regulations, as in effect on the date hereof, and we disavow any undertaking to advise you of any changes in law. |
(b) | We express no opinion as to enforceability of any right or obligation to the extent such right and obligation is subject to and limited by (i) the effect of bankruptcy, insolvency, reorganization, receivership, conservatorship, arrangement, moratorium, fraudulent transfer or other laws affecting or relating to the rights of creditors generally; (ii) rules governing the availability of specific performance, injunctive relief or other equitable remedies and general principles of equity, regardless of whether arising prior to, or after, the date hereof or considered in a proceeding in equity or at law; or (iii) the effect of federal and state securities laws and principles of public policy on the rights of indemnity and contribution. |
(c) | We do not express any opinions herein concerning any laws other than the laws in their current forms of the States of Washington and New York, and the federal securities laws of the United States of America, and we express no opinion with respect to the laws of any other jurisdiction and expressly disclaim responsibility for advising you as to the effect, if any, that the laws of any other jurisdiction may have on the opinions set forth herein. |
We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and any amendments thereto, including any and all post-effective amendments, and to the reference to our firm in the prospectus and any prospectus supplements relating thereto under the heading Legal Matters. In giving such consent, we do not thereby admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act or the related Rules.
Very truly yours, |
/s/ Perkins Coie LLP |
Exhibit 8.1
November 1, 2021
PACCAR Financial Corp.
777 106th Avenue N.E.
Bellevue, Washington 98004
Re: | Registration Statement on Form S-3ASR Filed by PACCAR Financial Corp. |
Ladies and Gentlemen:
We have acted as counsel to PACCAR Financial Corp. (the Company), in connection with Registration Statement on Form S-3ASR (the Registration Statement) with the Securities and Exchange Commission (the Commission) for the purpose of registering under the Securities Act of 1933, as amended (the Securities Act) senior debt securities of the Company (the Securities).
You have requested our opinion regarding certain United States federal income tax considerations that may be relevant to prospective holders of the Securities. In rendering our opinion, we have examined and relied upon such documents, certificates, records, statements and representations made by the Company as we have deemed necessary or appropriate as a basis for the opinion set forth below and we have assumed, with your permission, that such statements and representations made by the Company are true, correct and complete and will remain true, correct and complete at all relevant times. We have not undertaken an independent investigation of any factual matters.
Based upon the foregoing, and subject to the limitations, qualifications, assumptions and caveats set forth herein and in the Registration Statement, we hereby confirm our opinions set forth in, and as of the date of, the Registration Statement under the heading United States Federal Income Taxation.
This opinion addresses only the matters of United States federal income taxation specifically described under the heading United States Federal Income Taxation in the Registration Statement. This opinion does not address any other United States federal tax consequences or any state, local or foreign tax consequences that may be relevant to prospective holders of the Securities.
We hereby consent to the discussion of this opinion in the Registration Statement, to the filing of this opinion as an exhibit to the Registration Statement and to the use of our name under the captions Legal Matters and United States Federal Income Taxation in the Registration Statement. In giving this consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act, nor do we admit that we are experts with respect to any part of the Registration Statement within the meaning of the term expert as used in the Securities Act or the rules and regulations of the Commission promulgated thereunder.
Very truly yours, |
/s/ Perkins Coie LLP |
Exhibit 23.1
Consent of Independent Registered Public Accounting Firm
We consent to the reference to our firm under the caption Experts in this Registration Statement (Form S-3) and related Prospectus of PACCAR Financial Corp. for the registration of senior debt securities and to the incorporation by reference therein of our report dated February 17, 2021, with respect to the financial statements of PACCAR Financial Corp. included in its Annual Report (Form 10-K) for the year ended December 31, 2020, filed with the Securities and Exchange Commission.
/s/ Ernst & Young LLP |
Seattle, Washington |
November 1, 2021 |
Exhibit 24.1
LIMITED POWER OF ATTORNEY
Each of the undersigned directors, officers and employees of PACCAR Financial Corp., a Washington corporation (the Company), hereby constitutes and appoints R. C. Strauss, I. E. Song and M. R. Beers, and each of them severally, to be his/her true and lawful agent and attorney-in-fact for the following limited purpose: to sign in his/her name and capacity as a director, officer and/or employee of the Company, one or more Forms S-3 (Registration Statements under the Securities Act of 1933), and any amendments to such Registration Statements, to be filed with the Securities and Exchange Commission in connection with the Companys registration of Medium Term Notes, Series Q.
IN WITNESS WHEREOF, each of the undersigned has executed this limited power of attorney to be effective as of November 1, 2021.
/s/ R. P. Feight |
/s/ I. E. Song | |||
R. P. Feight Director
/s/ H. C. A. M. Schippers |
I. E. Song Secretary
/s/ M. R. Beers | |||
H. C. A. M. Schippers Director and Chief Executive Officer
/s/ T. R. Hubbard |
M. R. Beers Assistant Secretary
/s/ R. C. Strauss | |||
T. R. Hubbard Director and Principal Financial Officer
/s/ C. R. Gryniewicz |
R. C. Strauss Treasurer
/s/ Y. Zhang | |||
C. R. Gryniewicz Director and President
/s/ K. A. Roemer |
Y. Zhang Controller | |||
K. A. Roemer Director |
Exhibit 25.1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM T-1
STATEMENT OF ELIGIBILITY
UNDER THE TRUST INDENTURE ACT OF 1939
OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE
☐ | CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE PURSUANT TO SECTION 305(b)(2) |
THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A.
(Exact name of trustee as specified in its charter)
95-3571558 | ||
(Jurisdiction of incorporation if not a U.S. national bank) |
(I.R.S. employer identification no.) | |
400 South Hope Street Suite 500 Los Angeles, California |
90071 | |
(Address of principal executive offices) | (Zip code) |
PACCAR Financial Corp.
(Exact name of obligor as specified in its charter)
Washington | 91-6029712 | |
(State or other jurisdiction of incorporation or organization) |
(I.R.S. employer identification no.) | |
777 106th Avenue, N.E. Bellevue, Washington |
98004 | |
(Address of principal executive offices) | (Zip code) |
Senior Debt Securities
(Title of the indenture securities)
1. | General information. Furnish the following information as to the trustee: |
(a) | Name and address of each examining or supervising authority to which it is subject. |
Name | Address | |
Comptroller of the Currency United States Department of the Treasury |
Washington, DC 20219 | |
Federal Reserve Bank | San Francisco, CA 94105 | |
Federal Deposit Insurance Corporation |
Washington, DC 20429 |
(b) | Whether it is authorized to exercise corporate trust powers. |
Yes.
2. | Affiliations with Obligor. |
If the obligor is an affiliate of the trustee, describe each such affiliation.
None.
16. | List of Exhibits. |
Exhibits identified in parentheses below, on file with the Commission, are incorporated herein by reference as an exhibit hereto, pursuant to Rule 7a-29 under the Trust Indenture Act of 1939 (the Act).
1. | A copy of the articles of association of The Bank of New York Mellon Trust Company, N.A., formerly known as The Bank of New York Trust Company, N.A. (Exhibit 1 to Form T-1 filed with Registration Statement No. 333-121948 and Exhibit 1 to Form T-1 filed with Registration Statement No. 333-152875). |
2. | A copy of certificate of authority of the trustee to commence business. (Exhibit 2 to Form T-1 filed with Registration Statement No.333-121948). |
3. | A copy of the authorization of the trustee to exercise corporate trust powers (Exhibit 3 to Form T-1 filed with Registration Statement No.333-152875). |
- 2 -
4. | A copy of the existing by-laws of the trustee (Exhibit 4 to Form T-1 filed with Registration Statement No. 333-229762). |
6. | The consent of the trustee required by Section 321(b) of the Act (Exhibit 6 to Form T-1 filed with Registration Statement No. 333-152875). |
7. | A copy of the latest report of condition of the Trustee published pursuant to law or to the requirements of its supervising or examining authority. |
- 3 -
SIGNATURE
Pursuant to the requirements of the Act, the Trustee, The Bank of New York Mellon Trust Company, N.A., a banking association organized and existing under the laws of the United States of America, has duly caused this statement of eligibility to be signed on its behalf by the undersigned, thereunto duly authorized, all in the City of Chicago, and State of Illinois, on the 27th day of October, 2021.
THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A. | ||
By: | /s/ Lawrence M. Kusch | |
Name: Lawrence M. Kusch | ||
Title: Vice President |
- 4 -
EXHIBIT 7
Consolidated Report of Condition of
THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A.
of 400 South Hope Street, Suite 500, Los Angeles, CA 90071
At the close of business June 30, 2021, published in accordance with Federal regulatory authority instructions.
Dollar amounts in thousands |
||||
ASSETS |
||||
Cash and balances due from depository institutions: |
||||
Noninterest-bearing balances and currency and coin |
22,897 | |||
Interest-bearing balances |
339,038 | |||
Securities: |
||||
Held-to-maturity securities |
0 | |||
Available-for-sale debt securities |
76,614 | |||
Equity securities with readily determinable fair values not held for trading |
0 | |||
Federal funds sold and securities |
||||
purchased under agreements to resell: |
||||
Federal funds sold in domestic offices |
0 | |||
Securities purchased under agreements to resell |
0 | |||
Loans and lease financing receivables: |
||||
Loans and leases held for sale |
0 | |||
Loans and leases, held for investment |
0 | |||
LESS: Allowance for loan and lease losses |
0 | |||
Loans and leases held for investment, net of allowance |
0 | |||
Trading assets |
0 | |||
Premises and fixed assets (including capitalized leases) |
20,616 | |||
Other real estate owned |
0 | |||
Investments in unconsolidated subsidiaries and associated companies |
0 | |||
Direct and indirect investments in real estate ventures |
0 | |||
Intangible assets |
856,313 | |||
Other assets |
103,666 | |||
|
|
|||
Total assets |
$ | 1,419,144 | ||
|
|
1
LIABILITIES |
||||
Deposits: |
||||
In domestic offices |
949 | |||
Noninterest-bearing |
949 | |||
Interest-bearing |
0 | |||
Federal funds purchased and securities |
||||
sold under agreements to repurchase: |
||||
Federal funds purchased in domestic offices |
0 | |||
Securities sold under agreements to repurchase |
0 | |||
Trading liabilities |
0 | |||
Other borrowed money: |
||||
(includes mortgage indebtedness and obligations under capitalized leases) |
0 | |||
Not applicable |
||||
Not applicable |
||||
Subordinated notes and debentures |
0 | |||
Other liabilities |
268,722 | |||
Total liabilities |
269,671 | |||
Not applicable |
||||
EQUITY CAPITAL |
||||
Perpetual preferred stock and related surplus |
0 | |||
Common stock |
1,000 | |||
Surplus (exclude all surplus related to preferred stock) |
324,606 | |||
Not available |
||||
Retained earnings |
823,023 | |||
Accumulated other comprehensive income |
844 | |||
Other equity capital components |
0 | |||
Not available |
||||
Total bank equity capital |
1,149,473 | |||
Noncontrolling (minority) interests in consolidated subsidiaries |
0 | |||
Total equity capital |
1,149,473 | |||
|
|
|||
Total liabilities and equity capital |
1,419,144 | |||
|
|
I, Matthew J. McNulty, CFO of the above-named bank do hereby declare that the Reports of Condition and Income (including the supporting schedules) for this report date have been prepared in conformance with the instructions issued by the appropriate Federal regulatory authority and are true to the best of my knowledge and belief.
Matthew J. McNulty | ) | CFO |
We, the undersigned directors (trustees), attest to the correctness of the Report of Condition (including the supporting schedules) for this report date and declare that it has been examined by us and to the best of our knowledge and belief has been prepared in conformance with the instructions issued by the appropriate Federal regulatory authority and is true and correct.
Antonio I. Portuondo, President | ) | |||
Michael P. Scott, Managing Director | ) | Directors (Trustees) | ||
Kevin P. Caffrey, Managing Director | ) |
2
$
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