424B2 1 te106643_424b2-mtn1104.htm PRICING SUPPLEMENT
 
Rule 424(b)(2)
Registration No. 333-202281

Pricing Supplement dated March 21, 2016
(To Prospectus dated February 25, 2015
and Prospectus Supplement dated February 26, 2015)

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: 89236TCW3
 
Principal Amount (in Specified Currency): $350,000,000.  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: March 21, 2016
Original Issue Date: March 24, 2016
Stated Maturity Date: March 27, 2017
 
Initial Interest Rate: The initial interest rate will be based on three month LIBOR determined on March 22, 2016 plus the Floating Rate Spread.
Interest Payment Dates: Each March 27, June 27, September 27 and December 27, beginning on June 27, 2016 and ending on the Stated Maturity Date
 
Net Proceeds to Issuer: $349,895,000
Agents:
Merrill Lynch, Pierce, Fenner & Smith Incorporated (“Merrill Lynch”)
U.S. Bancorp Investments, Inc. (“US Bancorp”)
Merrill Lynch’s Discount or Commission: 0.030%
Merrill Lynch’s Capacity:
    [  ] Agent
    [X] Principal
US Bancorp’s Discount or Commission: 0.030%
US Bancorp’s 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 OIS Compound 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

Floating Rate Spread (+/-):  +0.33%
Spread Multiplier:  N/A
 
Maximum Interest Rate:  N/A
Minimum Interest Rate:  N/A

Initial Interest Reset Date: March 24, 2016
Interest Reset Dates: Each Interest Payment Date
Interest Rate Reset Period: Quarterly
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:

The Notes will be ready for delivery in book-entry form only through The Depository Trust Company, and its direct and indirect participants, including Euroclear Bank S.A./N.V. and Clearstream Banking, société anonyme, on or about March 24, 2016.
 
 
 
 
 

 
 
ADDITIONAL TERMS OF THE NOTES

Plan of Distribution

Under the terms and subject to the conditions of the Sixth Amended and Restated Distribution Agreement (the “Distribution Agreement”), dated February 26, 2015, between TMCC and Merrill Lynch, Barclays Capital Inc., Citigroup Global Markets Inc., Deutsche Bank Securities Inc., HSBC Securities (USA) Inc., J.P. Morgan Securities LLC, Morgan Stanley & Co. LLC, RBC Capital Markets, LLC, Société Générale and Toyota Financial Services Securities USA Corporation, Merrill Lynch, acting as principal, has agreed to purchase and TMCC has agreed to sell to Merrill Lynch $260,000,000 principal amount of the Notes (the “Merrill Lynch Notes”) at 99.970% of such principal amount, reflecting a discount or commission from the Issue Price equal to 0.030% of such principal amount.

Under the terms and subject to the conditions of an Appointment Agreement, dated March 21, 2016, and the Appointment Agreement Confirmation, dated March 21, 2016 (collectively, the “US Bancorp Appointment Agreement”), between TMCC and US Bancorp, US Bancorp, acting as principal, has agreed to purchase and TMCC has agreed to sell to US Bancorp $90,000,000 principal amount of the Notes (the “US Bancorp Notes”) at 99.970% of such principal amount, reflecting a discount or commission from the Issue Price equal to 0.030% of such principal amount.

Under the terms and subject to the conditions of the Distribution Agreement, which is incorporated by reference into the US Bancorp Appointment Agreement, the obligations of Merrill Lynch and US Bancorp to purchase the Merrill Lynch Notes and the US Bancorp Notes, respectively, are several and not joint, and in the event of a default by either of Merrill Lynch or US Bancorp, 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 and US Bancorp is committed to take and pay for its own full allocation of the Notes offered hereby if any of such allocation is taken.

United States Federal Income Taxation

As discussed in the section of the accompanying Prospectus Supplement entitled “United States Federal Taxation,” withholding under legislation commonly referred to as “FATCA” (if applicable) will generally apply to amounts treated as interest paid with respect to the Notes. However, under a recent IRS notice, withholding under “FATCA” will not apply to payments of gross proceeds (other than any amount treated as interest) with respect to dispositions of the Notes. You should consult your tax adviser regarding the potential application of “FATCA” to the Notes.
 
 
 

 
 
LEGAL MATTERS

In the opinion of the General Counsel of TMCC, when the Notes offered by this pricing supplement and related prospectus have been executed and issued by TMCC and authenticated by the trustee pursuant to the Indenture, dated as of August 1, 1991, between TMCC and The Bank of New York Mellon Trust Company, N.A. (“BONY”), as trustee, as amended and supplemented by the First Supplemental Indenture, dated as of October 1, 1991, among TMCC, BONY and Deutsche Bank Trust Company Americas (“DBTCA”), formerly known as Bankers Trust Company, as trustee, the Second Supplemental Indenture, dated as of March 31, 2004, among TMCC, BONY and DBTCA, and the Third Supplemental Indenture, dated as of March 8, 2011, among TMCC, BONY and DBTCA (collectively, and as the same may be further amended, restated or supplemented, the “Indenture”), and delivered against payment as contemplated herein, such Notes will be legally valid and binding obligations of TMCC, enforceable against TMCC in accordance with their terms, except as may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws relating to or affecting creditors’ rights generally (including, without limitation, fraudulent conveyance laws), and by general principles of equity including, without limitation, concepts of materiality, reasonableness, good faith and fair dealing and the possible unavailability of specific performance or injunctive relief, regardless of whether considered in a proceeding at law or in equity. This opinion is given as of the date hereof and is limited to the present laws of the State of California and the State of New York. In addition, this opinion is subject to customary assumptions about the trustee’s authorization, execution and delivery of the Indenture and its authentication of the Notes and the enforceability of the Indenture with respect to the trustee and other matters, all as stated in the letter of such counsel dated February 25, 2015 and filed as Exhibit 5.1 to TMCC’s Registration Statement on Form S-3 (File No. 333-202281) filed with the Securities and Exchange Commission on February 25, 2015.