mtn989.htm
Rule 424(b)(2)
Registration No. 333-157642
Pricing Supplement dated October 13, 2011
(To Prospectus dated March 2, 2009
and Prospectus Supplement dated March 10, 2009)
TOYOTA MOTOR CREDIT CORPORATION
Medium-Term Notes, Series B - Floating Rate
Capitalized terms used in this Pricing Supplement that are defined in the
Prospectus Supplement shall have the meanings assigned to them in the
Prospectus Supplement.
CUSIP: 89233P5L6
Principal Amount (in Specified Currency): $250,000,000. TMCC may increase the Principal Amount prior to the Original Issue Date but is not required to do so.
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Issue Price: 100%
Initial Trade Date: October 12, 2011
Original Issue Date: October 18, 2011
Stated Maturity Date: November 9, 2012
Initial Interest Rate: An interpolated LIBOR (as described below) determined on October 14, 2011 plus 0.20%, accruing from October 18, 2011 (long first coupon interpolated between 3 month and 4 month LIBOR)
Interest Payment Dates: The 9th of each February, May, August, commencing on February 9, 2012, and on the Stated Maturity Date
Net Proceeds to Issuer: $249,925,000
Agents: J.P. Morgan Securities LLC (as successor-in-interest to J.P. Morgan Securities Inc.) (“J.P. Morgan”)
RBC Capital Markets, LLC (“RBC”)
Agents’ Discount or Commission: 0.03%
Agents’ Capacity:
[ ] Agent
[X] Principal
Calculation Agent: Deutsche Bank Trust Company Americas
Interest Calculation:
[X] Regular Floating Rate Note
[ ] Inverse Floating Rate Note:
Fixed Interest Rate:
[ ] Floating Rate/Fixed Rate Note:
Fixed Interest Rate:
Fixed Rate Commencement Date:
[ ] Other Floating Rate Note
(See attached Addendum)
Interest Rate Basis:
[ ] CD Rate
[ ] CMS Rate
[ ] CMT Rate
[ ] Commercial Paper Rate
[ ] Eleventh District Cost of Funds Rate
[ ] Federal Funds Rate
[ ] Federal Funds Open Rate
[X] LIBOR
[ ] Prime Rate
[ ] Treasury Rate
[ ] Other (see attached Addendum)
If CMS:
Designated CMS Maturity Index:
If CMT:
Designated CMT Maturity Index:
Designated CMT Reuters Page:
[ ] T7051
[ ] T7052
If LIBOR:
Designated LIBOR Page: Reuters
Index Currency: U.S. dollars
If CD Rate or LIBOR
Index Maturity: 3 month
Spread (+/-): +0.20%
Spread Multiplier: N/A
Maximum Interest Rate: N/A
Minimum Interest Rate: N/A
Initial Interest Reset Date: February 9, 2012
Interest Rate Reset Period: Quarterly
Interest Reset Dates: Each Interest Payment Date
Interest Rate Reset Cutoff Date: N/A
Interest Determination Date: The second London Banking Day preceding each Interest Reset Date
Day Count Convention:
[ ] 30/360
[X] Actual/360
[ ] Actual/Actual
Business Day Convention
[ ] Following
[X] Modified Following, adjusted
Business Days: New York and London
Redemption: Not Applicable
Redemption Date(s):
Notice of Redemption:
Repayment: Not Applicable
Optional Repayment Date(s):
Repayment Price:
Original Issue Discount: Not Applicable
Total Amount of Original Issue Discount:
Yield to Maturity:
Initial Accrual Period:
Specified Currency: U.S. dollars
Minimum Denomination/Minimum Incremental Denomination: $1,000 and $1,000 increments thereafter
If a Reopening Note, check [ ], and specify:
Initial Interest Accrual Date:
ADDITIONAL TERMS OF THE NOTES
Settlement Date
We expect that delivery of the Notes will be made against payment therefor on the Original Issue Date, which will be the fourth Business Day following the Initial Trade Date. Under Rule 15c6-1 of the 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 the Notes on the Initial Trade Date will be required by virtue of the fact that the Notes initially will settle in four Business Days to specify alternative settlement arrangements to prevent a failed settlement and should consult their own investment advisor.
Plan of Distribution
Under the terms and subject to the conditions of the Fourth Amended and Restated Distribution Agreement (the “Distribution Agreement”) dated March 10, 2009, between Toyota Motor Credit Corporation (“TMCC”) and Merrill Lynch, Pierce, Fenner & Smith Incorporated, Banc of America Securities LLC, Barclays Capital Inc., Citigroup Global Markets Inc., Deutsche Bank Securities, Inc., HSBC Securities (USA) Inc., J.P. Morgan, Morgan Stanley & Co., LLC and Toyota Financial Services Securities USA Corporation, J.P. Morgan, acting as principal, has agreed to purchase and TMCC has agreed to sell to J.P. Morgan $50,000,000 principal amount of the Notes (the “J.P. Morgan Notes”) at 99.97% of such principal amount, reflecting a discount or commission from the Issue Price equal to 0.03% of such principal amount.
Under the terms and subject to the conditions of an Appointment Agreement dated November 15, 2010 and the Appointment Agreement Confirmation dated October 12, 2011 (collectively, the “RBC Appointment Agreement”), between TMCC and RBC, RBC, acting as principal, has agreed to purchase and TMCC has agreed to sell to RBC $200,000,000 principal amount of the Notes (the “RBC Notes”) at 99.97% of such principal amount, reflecting a discount or commission from the Issue Price equal to 0.03% of such principal amount.
Under the terms and subject to the conditions of the Distribution Agreement, which is incorporated by reference into the RBC Appointment Agreement, the obligations of J.P. Morgan and RBC to purchase the J.P. Morgan Notes and the RBC Notes, respectively, are several and not joint, and in the event of a default by J.P. Morgan or RBC, TMCC will issue the Notes to the other dealer only and the size of the offering will be correspondingly reduced. Under the terms and conditions of the Distribution Agreement, each of J.P. Morgan and RBC is committed to take and pay for its own full allocation of the Notes offered hereby if any of such allocation is taken.