Harley-Davidson Financial Services Launches Tender Offers for Notes

Harley-Davidson Financial Services, Inc. (HDFS) has initiated tender offers to purchase for cash its outstanding 6.500% Medium-Term Notes due 2028 and 5.950% Medium-Term Notes due 2029, totaling $700 million and $500 million, respectively. The announcement, made on November 17, 2025, allows holders of these notes to tender their securities at specified considerations.

The offers, detailed in the “Offer to Purchase” document, aim to provide liquidity options for investors. The 6.500% Medium-Term Notes are identified by CUSIP 41284VAC6 and ISIN US41284VAC63, while the 5.950% Medium-Term Notes are indicated by CUSIP 41283LBB0 and ISIN US41283LBB09. The tender offers are scheduled to expire at 17:00 (New York City time) on November 21, 2025, unless extended or terminated.

Holders of the notes can determine the consideration payable based on the fixed spreads over U.S. Treasury securities, which are detailed in the offer document. For the 6.500% Notes, the reference security is a 4.25% UST due February 15, 2028, while the 5.950% Notes reference a 3.625% UST due October 31, 2030. The calculation of the consideration will take into account the bid-side price of these reference securities as of 14:00 on the offer’s expiration date.

The company has specified that the consideration does not include accrued interest, which will also be paid on notes accepted for purchase. Investors are encouraged to read the full terms of the offer carefully, as they contain critical information regarding the tendering process and any potential risks involved.

According to the announcement, the lead dealer managers for the tender offers include J.P. Morgan Securities LLC, TD Securities (USA) LLC, and Wells Fargo Securities, LLC. Interested investors can reach out to these firms for more details and assistance regarding the tender offers.

D.F. King & Co., Inc. serves as the tender and information agent, providing support to holders looking to tender their notes. The company emphasizes that none of its affiliates or the dealer managers are making recommendations on whether to participate in the tender offers. Holders are advised to consult their financial advisors to make informed decisions regarding their investment.

In addition to the tender offers, the statement outlines that the company may amend the offers at its discretion and may extend deadlines without reinstating withdrawal rights. This flexibility aims to provide the company with the ability to adapt to market conditions as necessary.

Harley-Davidson Financial Services is a subsidiary of Harley-Davidson, Inc. and primarily focuses on financing and servicing loans for retail consumers purchasing Harley-Davidson and LiveWire motorcycles. The tender offers represent a strategic financial maneuver for HDFS, allowing it to manage its debt portfolio effectively.

As investors consider their options, the tender offers present an opportunity for liquidity in a changing financial landscape. The company’s commitment to providing detailed information underscores its intention to facilitate informed decisions among its bondholders.