Harley-Davidson Financial Services is refusing to disclose the materials presented at a recent investor conference.
HDFS, a subsidiary of publicly traded Harley-Davidson Inc., presented earlier this month at the American Financial Services Association’s 27th Credit Summit for Fixed Income Investors in New York. Powersports Finance made an official request for a copy of the presentation materials. Harley-Davidson has declined to release the materials, which could be a violation of Regulation Fair Disclosure, a Securities and Exchange Commission rule.
A HDFS spokesperson said that the materials in the AFSA presentation have already been disclosed in compliance with Reg FD, yet the captive still is refusing to release the presentation materials. The captive declined to comment further for this story.
“What they [Harley-Davidson Financial Services] appear to be relying on is a view that while the manner of the presentation may be new, the actual underlying data is already out there,” said Mitchell Raab, a corporate and securities law partner at Olshan Frome and Wolosky LLP, who regularly advises companies and investors active in public and private markets. “They are a pretty sophisticated company and it would be unusual that a company of their size and sophistication would get that call wrong, but it happens.”
Regulation Fair Disclosure, also known as Reg FD, provides that if a company shares non-public and material information with a party that is “likely to trade on it or to share it with someone that trades on it, that company needs to concurrently publicly disclose that information afterwards,” Raab told Powersports Finance.
“The reason for that is, the SEC wants to prevent companies from selectively disclosing information to favored investors ahead of the market news,” Raab said.
Several presentations are given to investors by some of the most active issuers in the debt markets at AFSA’s annual one-day event, which was held in mid-June. Other presenters, such as Toyota Financial Services, promptly made the materials public. For the first time, media was not permitted to attend the event this year.
Harley-Davidson Financial Services originated $709.8 million — up 3.8% year-over-year — in the first quarter, according to its earnings report. Annualized net losses — at 2.3% in 1Q — were up 33 basis points from the prior-year quarter.
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