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Hyundai Capital America Medium-Term Notes, Series A

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Hyundai Capital America Medium-Term Notes, Series A Pricing Supplement No. 1 CONFIDENTIAL dated March 14, 2016 to Offering Memorandum dated March 10, 2016 $1,000,000,000 Hyundai Capital America Medium-Term Notes, Series A $600,000,000 2.500% Notes due 2019 $400,000,000 3.000% Notes due 2021 ____________________ Hyundai Capital America is offering $ 600,000,000 aggregate principal amount of 2.500% notes due 2019 (the “Notes due 2019”) and $400,000,000 aggregate principal amount of 3.000% notes due 2021 (the “Notes due 2021” and, together with the Notes due 2019, the “Notes”). This document constitutes the Pricing Supplement relating to the Notes and the offering. This Pricing Supplement should be read in conjunction with the Offering Memorandum dated March 10, 2016. Terms used but not defined herein shall be deemed to be defined as set forth in the Offering Memorandum. The provisions of the Offering Memorandum to which this Pricing Supplement relates are modified and supplemented by the information contained herein and shall be construed to such extent as may be necessary to give effect to such information. In this document, the words “Company,” “HCA,” “we,” “us” and “our” refer only to Hyundai Capital America and to our subsidiaries. ____________________ Notes due 2019 Offering Price: 99.931% plus accrued interest, if any, from March 18, 2016 Notes due 2021 Offering Price: 99.853% plus accrued interest, if any, from March 18, 2016 ____________________ Joint Book-Running Managers Citigroup J.P. Morgan Morgan Stanley HSBC SMBC Nikko Société Générale Corporate & Investment Banking SUPPLEMENTAL DESCRIPTION OF NOTES 2.500% Notes due 2019 3.000% Notes due 2021 1. Aggregate Principal Amount: $600,000,000 $400,000,000 2. Issue Price: 99.931% 99.853% 3. Trade Date: March 14, 2016 March 14, 2016 4. Original Issue Date (Settlement Date): March 18, 2016 (T+4) March 18, 2016 (T+4) 5. Form of Notes: Global form only Global form only 6. Authorized Denomination(s): $2,000 and integral multiples of $1,000 in $2,000 and integral multiples of $1,000 in excess thereof excess thereof 7. Specified Currency: U.S. Dollars (“$”) U.S. Dollars (“$”) 8. Maturity Date: March 18, 2019 March 18, 2021 9. Indenture Trustee: U.S. Bank National Association U.S. Bank National Association 10. Interest Basis: Fixed Interest Rate Fixed Interest Rate 11. Interest Commencement Date (if different from the Settlement Date): N/A N/A 12. Interest Payment Dates: Each March 18 and September 18, Each March 18 and September 18, commencing September 18, 2016 commencing September 18, 2016 13. Day Count Convention: 30/360, Unadjusted 30/360, Unadjusted 14. Interest Rate: 2.500% per annum 3.000% per annum 15. Redemption at the Option of the Company: Yes, as provided below: Yes, as provided below: Redemption at the Option of the Company Each series of Notes will be redeemable at any time in whole or from time to time in part at our option at a redemption price equal to the greater of: • 100% of the principal amount of the Notes to be redeemed, and • as determined by the quotation agent (as defined below), the sum of the present values of the remaining scheduled payments of principal of and interest on the Notes to be redeemed (not including any interest accrued to the redemption date) discounted to the redemption date on a semi-annual basis assuming a 360-day year consisting of twelve 30-day months at the treasury rate plus 20 basis points, in respect of the Notes due 2019, and 25 basis points in respect of the Notes due 2021, plus, in either case, accrued and unpaid interest on the Notes to the redemption date. “Comparable treasury issue” means the United States Treasury security selected by the quotation agent as having an actual or interpolated maturity comparable to the remaining term of the Notes to be redeemed that would be utilized, at the time of a selection and in accordance with customary financial practice, in pricing new issues of corporate debt securities of comparable maturity to the remaining term of the Notes. “Comparable treasury price” means, with respect to any redemption date, (i) the average of at least three reference treasury dealer quotations for that redemption date, after excluding the highest and lowest of five or more reference treasury dealer quotations obtained by the Indenture Trustee, or (ii) if the Indenture Trustee obtains fewer than five reference dealer quotations, the average of all reference treasury dealer quotations so obtained. “Quotation agent” means the reference treasury dealer appointed by us. “Reference treasury dealer” means (i) each of Citigroup Global Markets Inc., J.P. Morgan Securities LLC and Morgan Stanley & Co. LLC and their respective successors; however, if any of the foregoing shall cease to be a primary U.S. Government securities dealer in New York City (a “primary treasury dealer”), we will substitute another primary treasury dealer; and (ii) two other primary treasury dealers selected by us. “Reference treasury dealer quotations” means, with respect to each reference treasury dealer and any redemption date, the average, as determined by us, of the bid and asked prices for the comparable treasury issue (expressed in each case as a PS-2 percentage of its principal amount) quoted in writing to the Indenture Trustee by the reference treasury dealer at 5:00 p.m., New York City time, on the third business day preceding the redemption date. “Treasury rate” means, with respect to any redemption date, the annual rate equal to the semi-annual equivalent yield to maturity of the comparable treasury issue, assuming a price of the comparable treasury issue (expressed as a percentage of its principal amount) equal to the comparable treasury price for that redemption date. In the case of a partial redemption, selection of the Notes for redemption will be made pro rata, by lot or such other method as the Indenture Trustee in its sole discretion deems appropriate and fair. The Notes will be redeemed in denominations of $2,000 and integral multiples of $1,000 in excess thereof. Notice of any redemption will be mailed by first class mail at least 30 days but not more than 60 days before the redemption date to each holder of the Notes to be redeemed at its registered address. If any Notes are to be redeemed in part only, the notice of redemption that relates to the Notes will state the portion of the Notes to be redeemed. New Notes in principal amounts of at least $2,000 equal to the unredeemed portion of the Notes will be issued in the name of the holder of the Notes upon surrender for cancellation of the original Notes. Unless we default in payment of the redemption price, on and after the redemption date, interest will cease to accrue on the Notes or the portions of the Notes called for redemption. 16. Redemption at the Option of the Holders: No No 17. Additional Provisions relating to the Notes: None None 18. Rule 144A CUSIP/ISIN: 44891AAE7/ US44891AAE73 44891AAF4/ US44891AAF49 19. Regulation S CUSIP/ISIN: 44891CAE3/ US44891CAE30 44891CAF0/ US44891CAF05 PS-3 SUPPLEMENTAL PLAN OF DISTRIBUTION Subject to the terms of the Private Placement Agency Agreement, dated as of March 13, 2015, between the Company and the agents named therein, as amended and supplemented from time to time by the dealer accession letters between the Company and the agents named therein, as further supplemented by a Terms Agreement, dated March 14, 2016 (the “Terms Agreement”), between the Company and Citigroup Global Markets Inc., J.P. Morgan Securities LLC, Morgan Stanley & Co. LLC, HSBC Securities (USA) Inc., SMBC Nikko Securities America, Inc. and Société Générale (collectively, the “Purchasing Agents”), the Company has agreed to sell to the Purchasing Agents, and each of the Purchasing Agents has agreed severally, and not jointly, to purchase the principal amount of Notes set forth opposite its name below: Principal Amount of Principal Amount of Purchasing Agents the Notes due 2019 the Notes due 2021 Citigroup Global Markets Inc. ................................................................................................ ... $ 160,000,000 $ 106,667,000 J.P. Morgan Securities LLC ................................................................................................ ....... $ 160,000,000 $ 106,667,000 Morgan Stanley & Co. LLC ................................................................................................ ....... $ 160,000,000 $ 106,667,000 HSBC Securities (USA) Inc. ................................................................................................ ..... $ 40,000,000 $ 26,667,000 SMBC Nikko Securities America, Inc. ................................................................ ..................... $ 40,000,000 $ 26,666,000 Société Générale ................................................................................................ ........................ $ 40,000,000 $ 26,666,000 Total $ 600,000,000 $ 400,000,000 Under the terms and conditions of the Terms Agreement, the Purchasing Agents are committed to take and pay for all of the Notes, if any are taken. The Purchasing Agents propose to offer the Notes initially at an offering price equal to the Offering Prices set forth above. After the initial offering, the offering price and other selling terms may from time to time be varied by the Purchasing Agents. We expect that delivery of the notes will be made to investors on or about March 18, 2016, which will be the fourth business day following the date of pricing of the Notes (such settlement being referred to as “T+4”). Under Rule 15c6-1 of the U.S. Securities Exchange Act of 1934, as amended, trades in the secondary market generally are required to settle in three business days unless the parties to any such trade expressly agree otherwise. Accordingly, purchasers who wish to trade notes on the date of pricing will be required, by virtue of the fact that the notes initially will settle in T+4, to specify an alternate settlement cycle at the time of any such trade to prevent a failed settlement. Purchasers of the notes who wish to trade notes on the pricing date should consult their own advisor.
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