0000950103-14-003459.txt : 20140514 0000950103-14-003459.hdr.sgml : 20140514 20140513200753 ACCESSION NUMBER: 0000950103-14-003459 CONFORMED SUBMISSION TYPE: FWP PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20140514 DATE AS OF CHANGE: 20140513 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: TOYOTA MOTOR CREDIT CORP CENTRAL INDEX KEY: 0000834071 STANDARD INDUSTRIAL CLASSIFICATION: PERSONAL CREDIT INSTITUTIONS [6141] IRS NUMBER: 953775816 STATE OF INCORPORATION: CA FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: FWP SEC ACT: 1934 Act SEC FILE NUMBER: 333-179826 FILM NUMBER: 14838955 BUSINESS ADDRESS: STREET 1: 19001 S. WESTERN AVENUE CITY: TORRANCE STATE: CA ZIP: 90509 BUSINESS PHONE: (310) 468-1310 MAIL ADDRESS: STREET 1: 19001 S. WESTERN AVENUE CITY: TORRANCE STATE: CA ZIP: 90509 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: TOYOTA MOTOR CREDIT CORP CENTRAL INDEX KEY: 0000834071 STANDARD INDUSTRIAL CLASSIFICATION: PERSONAL CREDIT INSTITUTIONS [6141] IRS NUMBER: 953775816 STATE OF INCORPORATION: CA FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: FWP BUSINESS ADDRESS: STREET 1: 19001 S. WESTERN AVENUE CITY: TORRANCE STATE: CA ZIP: 90509 BUSINESS PHONE: (310) 468-1310 MAIL ADDRESS: STREET 1: 19001 S. WESTERN AVENUE CITY: TORRANCE STATE: CA ZIP: 90509 FWP 1 dp46443_fwp-7fixed.htm FORM FWP
 
 Filed Pursuant to Rule 433
 
Registration No. 333-179826
 
Term Sheet
May 13, 2014
 
Issuer:
Toyota Motor Credit Corporation
Security:
Fixed Rate Medium-Term Notes, Series B
Title:
2.750 % Medium-Term Notes, Series B due May 17, 2021
Issuer Senior Long-Term Debt Ratings:
Moody’s Investors Service, Inc.: Aa3 (stable outlook)
 
Standard & Poor’s Ratings Services: AA- (stable outlook)
CUSIP/ISIN:
89236TBJ3 / US89236TBJ34
Pricing Date:
May 13, 2014
Settlement Date:
May 16, 2014
Maturity Date:
May 17, 2021
Principal Amount:
$700,000,000
Benchmark Treasury:
UST 2.25% due April 30, 2021
Treasury Yield:
2.150%
Spread to Treasury:
+60 bps
Price to Public:
100.000%
Commission:
0.400%
Net Proceeds to Issuer:
99.600% / $697,200,000
Coupon:
2.750% per annum
Yield:
2.750%
Interest Payment Frequency:
Semi-annual
Interest Payment Dates:
Each May 17 and November 17, beginning on November 17,  2014 and ending on the Maturity Date
Day Count Convention:
30/360
Business Day Convention:
Following, unadjusted
Business Days:
New York
Calculation Agent:
Deutsche Bank Trust Company Americas
Optional Make-Whole Redemption:
T + 10 bps
 
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.
 
"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.
 
"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.
 
 
 
 
 
 
 
"Independent Investment Banker" means one of the Reference Treasury Dealers appointed by the Calculation Agent after consultation with the Issuer.
 
"Reference Treasury Dealer" means each of BNP Paribas Securities Corp., Citigroup Global Markets Inc., HSBC Securities (USA) Inc. and RBS Securities Inc., or their respective affiliates and one 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.
 
"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.
 
"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.
 
 
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.
Governing Law:
New York
Minimum Denominations:
$2,000 and $1,000 increments thereafter
Joint Book-Running Managers:
BNP Paribas Securities Corp.
Citigroup Global Markets Inc.
HSBC Securities (USA) Inc.
RBS Securities Inc.
Co-Managers:
C.L. King & Associates, Inc.
Great Pacific Securities
Mizuho Securities USA Inc.
Santander Investment Securities Inc.
U.S. Bancorp Investments, Inc.
DTC Number:
#274
   
A securities rating is not a recommendation to buy, sell or hold securities and may be subject to withdrawal at any time.
 
This term sheet supplements the prospectus supplement dated March 2, 2012 and the related prospectus dated March 1, 2012; capitalized terms used in this term sheet, but otherwise not defined, shall have the meanings assigned to them in the related prospectus supplement and prospectus.
 
The issuer has filed a registration statement (including a prospectus) with the U.S. Securities and Exchange Commission (SEC) for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement and other documents the issuer has filed with the SEC for more complete information about the issuer and this offering. You may get these documents for free by visiting EDGAR on the web at www.sec.gov. Alternatively, the issuer, any underwriter or any dealer participating in
 

 
2
 
 
the offering will arrange to send you the prospectus if you request it by calling BNP Paribas Securities Corp. toll-free at 1-800-854-5674, calling Citigroup Global Markets Inc. toll-free at 1-800-831-9146, calling HSBC Securities (USA) Inc. toll-free at 1-866-811-8049 or calling RBS Securities Inc. toll-free at 1-866-884-2071.
 
Any disclaimer or other notice that may appear below is not applicable to this communication and should be disregarded.  Such disclaimer or notice was automatically generated as a result of this communication being sent by Bloomberg or another email system.
 
3