Attached files
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EX-8.1 - EX-8.1 - HARLEY-DAVIDSON CUSTOMER FUNDING CORP. | a13-9847_7ex8d1.htm |
EX-4.1 - EX-4.1 - HARLEY-DAVIDSON CUSTOMER FUNDING CORP. | a13-9847_7ex4d1.htm |
EX-4.2 - EX-4.2 - HARLEY-DAVIDSON CUSTOMER FUNDING CORP. | a13-9847_7ex4d2.htm |
EX-5.1 - EX-5.1 - HARLEY-DAVIDSON CUSTOMER FUNDING CORP. | a13-9847_7ex5d1.htm |
EX-1.1 - EX-1.1 - HARLEY-DAVIDSON CUSTOMER FUNDING CORP. | a13-9847_7ex1d1.htm |
EX-10.1 - EX-10.1 - HARLEY-DAVIDSON CUSTOMER FUNDING CORP. | a13-9847_7ex10d1.htm |
EX-10.3 - EX-10.3 - HARLEY-DAVIDSON CUSTOMER FUNDING CORP. | a13-9847_7ex10d3.htm |
EX-10.2 - EX-10.2 - HARLEY-DAVIDSON CUSTOMER FUNDING CORP. | a13-9847_7ex10d2.htm |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
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Date of Report |
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(Date of earliest |
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event reported): |
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April 16, 2013 |
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Harley-Davidson Customer Funding Corp.
(Exact name of Depositor as specified in its charter)
Harley-Davidson Credit Corp.
(Exact name of Sponsor as specified in its charter)
Harley-Davidson Motorcycle Trust 2013-1
(Exact name of Issuing Entity as specified in its charter)
Nevada |
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333-180185 |
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36-4396302 |
(State or other jurisdiction of incorporation) |
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(Commission File Number) |
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(IRS Employer Identification No.) |
3850 Arrowhead Drive, Carson City, Nevada 89706
(Address of principal executive offices, including zip code)
(775) 886-3000
(Registrants telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)
Item 1.01. Entry Into a Material Definitive Agreement.
On April 16, 2013, the registrant and Harley-Davidson Credit Corp. entered into an Underwriting Agreement with Citigroup Global Markets Inc., on behalf of itself and as representative of the several underwriters (collectively, the Underwriters), for the issuance and sale of certain asset backed notes of Harley-Davidson Motorcycle Trust 2013-1 (the Trust) in the following classes: Class A-1, Class A-2, Class A-3, Class A-4 and Class B (collectively, the Offered Notes). The Offered Notes have an aggregate principal amount of $650,000,000. The Offered Notes have been registered pursuant to the Securities Act of 1933, as amended, under a Registration Statement on Form S-3 (Commission File No. 333-180185). It is expected that the Offered Notes will be issued on or about April 24, 2013.
The description of the Underwriting Agreement set forth above is qualified in its entirety by the terms of such agreement, which is filed as Exhibit 1.1 hereto and incorporated herein by reference.
Item 8.01. Other Events.
The Company is filing certain exhibits as part of this Current Report on Form 8-K in connection with its filing with the SEC of a final prospectus supplement, dated April 16, 2013, and a prospectus, dated April 11, 2013, related to the offering of the Offered Notes. See Item 9.01. Financial Statements and Exhibits.
Item 9.01. Financial Statements and Exhibits.
(a) Not Applicable.
(b) Not Applicable.
(c) Not Applicable.
(d) Exhibits. The following exhibits are being filed herewith:
(1.1) Underwriting Agreement, dated April 16, 2013, among Harley-Davidson Customer Funding Corp., Harley-Davidson Credit Corp. and Citigroup Global Markets Inc., on behalf of itself and as representative of the several underwriters.
(4.1) Trust Agreement, dated April 9, 2013, between Harley-Davidson Customer Funding Corp and Wilmington Trust, National Association.
(4.2) Indenture, to be dated as of April 1, 2013, between the Harley-Davidson Motorcycle Trust 2013-1 and The Bank of New York Mellon Trust Company, N.A.
(5.1) Opinion of Foley & Lardner LLP, dated as of April 22, 2013, as to legality.
(8.1) Opinion of Foley & Lardner LLP, dated as of April 22, 2013, as to certain tax matters.
(10.1) Transfer and Sale Agreement, to be dated as of April 1, 2013, between Harley-Davidson Customer Funding Corp. and Harley-Davidson Credit Corp.
(10.2) Sale and Servicing Agreement, to be dated as of April 1, 2013, among the Harley-Davidson Motorcycle Trust 2013-1, Harley-Davidson Customer Funding Corp., Harley-Davidson Credit Corp., and The Bank of New York Mellon Trust Company, N.A.
(10.3) Administration Agreement, to be dated as of April 1, 2013, among the Harley-Davidson Motorcycle Trust 2013-1, Harley-Davidson Customer Funding Corp., Harley-Davidson Credit Corp., and The Bank of New York Mellon Trust Company, N.A.
(23.1) Consent of Foley & Lardner LLP (included in Exhibits 5.1 and 8.1)
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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HARLEY-DAVIDSON CUSTOMER FUNDING CORP. | |
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Date: April 22, 2013 |
By: |
/s/ James Darrell Thomas |
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James Darrell Thomas |
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Vice President, Treasurer and Assistant Secretary |
HARLEY-DAVIDSON CUSTOMER FUNDING CORP.
Exhibit Index to Current Report on Form 8-K
Dated April 16, 2013
Exhibit |
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(1.1) |
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Underwriting Agreement, dated April 16, 2013, among Harley-Davidson Customer Funding Corp., Harley-Davidson Credit Corp. and Citigroup Global Markets Inc., on behalf of itself and as representative of the several underwriters. |
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(4.1) |
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Trust Agreement, dated April 9, 2013, between Harley-Davidson Customer Funding Corp and Wilmington Trust, National Association. |
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(4.2) |
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Indenture, to be dated as of April 1, 2013, between the Harley-Davidson Motorcycle Trust 2013-1 and The Bank of New York Mellon Trust Company, N.A. |
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(5.1) |
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Opinion of Foley & Lardner LLP, dated as of April 22, 2013, as to legality. |
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(8.1) |
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Opinion of Foley & Lardner LLP, dated as of April 22, 2013, as to certain tax matters. |
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(10.1) |
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Transfer and Sale Agreement, to be dated as of April 1, 2013, between Harley-Davidson Customer Funding Corp. and Harley-Davidson Credit Corp. |
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(10.2) |
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Sale and Servicing Agreement, to be dated as of April 1, 2013, among the Harley-Davidson Motorcycle Trust 2013-1, Harley-Davidson Customer Funding Corp., Harley-Davidson Credit Corp., and The Bank of New York Mellon Trust Company, N.A. |
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(10.3) |
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Administration Agreement, to be dated as of April 1, 2013, among the Harley-Davidson Motorcycle Trust 2013-1, Harley-Davidson Customer Funding Corp., Harley-Davidson Credit Corp., and The Bank of New York Mellon Trust Company, N.A. |
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(23.1) |
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Consent of Foley & Lardner LLP (included in Exhibits 5.1 and 8.1) |