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Filed Pursuant to Rule 433
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Registration No. 333-179826
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Issuer:
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Toyota Motor Credit Corporation
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Security:
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Fixed Rate Medium-Term Notes, Series B
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Title:
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2.100% Medium-Term Notes, Series B due January 17, 2019
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Issuer Senior Long-Term Debt Ratings:
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Moody’s Investors Service, Inc.: Aa3 (stable outlook)
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Standard & Poor’s Ratings Services: AA- (stable outlook)
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CUSIP/ISIN:
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89236TBB0/US89236TBB08
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Pricing Date:
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January 14, 2014
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Settlement Date:
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January 17, 2014
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Maturity Date:
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January 17, 2019
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Principal Amount:
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$1,000,000,000
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Benchmark Treasury:
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UST 1.500% due December 31, 2018
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Treasury Yield:
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1.638%
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Spread to Treasury:
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+ 48 bps
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Price to Public:
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99.915%
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Commission:
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0.35%
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Net Proceeds to Issuer:
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99.565% / $995,650,000
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Coupon:
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2.100% per annum
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Yield:
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2.118%
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Interest Payment Frequency:
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Semi-annual
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Interest Payment Dates:
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Each January 17th and July 17th, beginning on July 17th, 2014 and ending on the Maturity Date
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Day Count Convention:
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30/360
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Business Day Convention:
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Following, unadjusted
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Business Days:
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New York
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Calculation Agent:
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Deutsche Bank Trust Company Americas
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Optional Make-Whole Redemption:
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T + 10 bps
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The notes will be redeemable, in whole or in part, at the Issuer’s option at any time, at a "make-whole" redemption price equal to the greater of (i) 100% of the principal amount of such notes and (ii) the sum of the present values of the remaining scheduled payments of principal and interest thereon (exclusive of interest accrued to the date of redemption) discounted to the redemption date on a semiannual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate plus 10 basis points, plus accrued and unpaid interest thereon to the date of redemption.
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"Comparable Treasury Issue" means, with respect to the notes, the United States Treasury security selected by an Independent Investment Banker as having a maturity comparable to the remaining term of the notes to be redeemed that would be utilized, at the time of selection and in accordance with customary financial practice, in pricing new issues of corporate debt securities of a comparable maturity to the remaining term of such notes.
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"Comparable Treasury Price" means, with respect to any redemption date, (A) the average of the Reference Treasury Dealer Quotations for such redemption date, after excluding the highest and lowest such Reference Treasury Dealer Quotations, or (B) if the Calculation Agent obtains fewer than five such Reference Treasury Dealer Quotations, the average of all such quotations.
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"Independent Investment Banker" means one of the Reference Treasury Dealers appointed by the Calculation Agent after consultation with the Issuer.
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"Reference Treasury Dealer" means each of Barclays Capital Inc., Deutsche Bank Securities Inc., and Merrill Lynch, Pierce, Fenner & Smith Incorporated, or their respective affiliates and two other primary U.S. Government securities dealer selected by the Issuer; provided, however, that if any of the foregoing or their affiliates cease to be a primary U.S. Government securities dealer in the United States, the Issuer will substitute another nationally recognized investment banking firm that is a primary U.S. Government securities dealer.
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"Reference Treasury Dealer Quotations" means, with respect to each Reference Treasury Dealer and any redemption date, the average, as determined by the Calculation Agent, of the bid and asked prices for the Comparable Treasury Issue (expressed in each case as a percentage of its principal amount) quoted in writing to the Calculation Agent by such Reference Treasury Dealer at 3:30 p.m. New York time on the third Business Day preceding such redemption date.
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"Treasury Rate" means, with respect to any redemption date, the rate per annum equal to the semiannual equivalent yield to maturity of the Comparable Treasury Issue, assuming a price for the Comparable Treasury Issue (expressed as a percentage of its principal amount) equal to the Comparable Treasury Price for such redemption date.
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Notice of any redemption will be mailed at least 30 days but not more than 60 days before the redemption date to each holder of notes to be redeemed.
Unless the Issuer defaults in payment of the redemption price, on and after the redemption date interest will cease to accrue on the notes or portions thereof called for redemption.
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Governing Law:
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New York
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Minimum Denominations:
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$2,000 and $1,000 increments thereafter
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Joint Book-Running Managers:
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Barclays Capital Inc.
Deutsche Bank Securities Inc.
Merrill Lynch, Pierce, Fenner & Smith Incorporated
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Co-Managers:
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Guzman & Company
Mitsubishi UFJ Securities (USA), Inc.
Mizuho Securities USA Inc.
SMBC Nikko Securities America, Inc.
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DTC Number:
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573
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