424B2 1 mtn_1001bamlbslooptfss.htm 424(B)(2) - BAM LRBS LOOP TFSS PRICING SUPPLEMENT 01-23-12 mtn_1001bamlbslooptfss.htm
Rule 424(b)(2)
Registration No. 333-157642

Pricing Supplement dated January 23, 2012
(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: 89233P5Y8
Principal Amount (in Specified Currency): $480,000,000.  TMCC may increase the Principal Amount prior to the Original Issue Date but is not required to do so.
Issue Price: 100%
Initial Trade Date: January 20, 2012
Original Issue Date: January 25, 2012
Stated Maturity Date: February 1, 2013
 
Initial Interest Rate: An interpolated LIBOR (as described below) determined on January 23, 2012 plus 0.20%, accruing from January 25, 2012 (long first coupon interpolated between 3 month and 4 month LIBOR)
 
Interest Payment Dates: The 1st of each May, August and November, commencing on May 1, 2012, and on the Stated Maturity Date
 
Net Proceeds to Issuer: $479,850,000
 
Agents:    Merrill Lynch, Pierce, Fenner & Smith Incorporated (“Merrill Lynch”)
       RBS Securities Inc. (“RBS”)
       Loop Capital Markets LLC (“Loop”)
       Toyota Financial Services Securities USA Corporation (“TFSS USA”)
Merrill Lynch’s Discount or Commission: 0.03%
Merrill Lynch’s Capacity:
    [  ] Agent
    [X] Principal
RBS’s Discount or Commission: 0.03%
RBS’s Capacity:
    [  ] Agent
    [X] Principal
Loop’s Discount or Commission: 0.03%
Loop’s Capacity:
    [  ] Agent
    [X] Principal
TFSS USA’s Discount or Commission: 0.15%
TFSS USA’s Capacity:
    [X] Agent
    [  ] 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: May 1, 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

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, Banc of America Securities LLC, Barclays Capital Inc., Citigroup Global Markets Inc., Deutsche Bank Securities, Inc., HSBC Securities (USA) Inc., J.P. Morgan Securities Inc., Morgan Stanley & Co. Incorporated and TFSS USA, Merrill Lynch, acting as principal, has agreed to purchase and TMCC has agreed to sell to Merrill Lynch $255,000,000 principal amount of the Notes (the “Merrill Lynch 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 January 20, 2012 and the Appointment Agreement Confirmation dated January 20, 2012 (collectively, the “RBS Appointment Agreement”), between TMCC and RBS, RBS, acting as principal, has agreed to purchase and TMCC has agreed to sell to RBS $200,000,000 principal amount of the Notes (the “RBS 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 December 13, 2011 and the Appointment Agreement Confirmation dated January 23, 2012 (collectively, the “Loop Appointment Agreement,” and together with the RBS Appointment Agreement, the “Appointment Agreements”), between TMCC and Loop, Loop, acting as principal, has agreed to purchase and TMCC has agreed to sell to Loop $20,000,000 principal amount of the Notes (the “Loop 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 Appointment Agreements, the obligations of Merrill Lynch, RBS and Loop to purchase the Merrill Lynch Notes, the RBS Notes and the Loop Notes, respectively, are several and not joint, and in the event of a default by any of Merrill Lynch, RBS or Loop, TMCC will issue the Notes to the other dealers only and the size of the offering will be correspondingly reduced. Under the terms and conditions of the Distribution Agreement, each of Merrill Lynch, RBS and Loop is committed to take and pay for its own full allocation of the Notes offered hereby if any of such allocation is taken.

Under the terms and subject to the conditions set forth in the Distribution Agreement, TMCC is hereby offering $5,000,000 in principal amount of the Notes through TFSS USA, acting as agent (the “TFSS USA Notes”) at 99.85% of such principal amount, reflecting a discount or commission from the Issue Price equal to 0.15% of such principal amount.  TFSS USA has agreed to use its reasonable efforts to solicit offers to purchase the TFSS USA Notes.