FWP 1 dp85005_fwp-2fixed.htm FORM FWP

Filed Pursuant to Rule 433
Registration No. 333-202281

 

Term Sheet 

January 8, 2018

 

Issuer: Toyota Motor Credit Corporation
Security: Fixed Rate Medium-Term Notes, Series B
Title: 2.200% Medium-Term Notes, Series B due January 10, 2020
Issuer Senior Long-Term Debt Ratings: Moody’s Investors Service, Inc.: Aa3 (stable outlook)
  Standard & Poor’s Ratings Services: AA- (stable outlook)
CUSIP/ISIN: 89236TEJ0 / US89236TEJ07
Pricing Date: January 8, 2018
Settlement Date:

January 11, 2018 (T+3)

The Issuer expects that delivery of the notes will be made against payment therefor on the Settlement Date, which will be the third U.S. business day following the Pricing 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 two business days, unless the parties to any such trade expressly agree otherwise. Accordingly, purchasers who wish to trade the notes on the Pricing Date will be required by virtue of the fact that the notes initially will settle in three business days to specify alternative settlement arrangements to prevent a failed settlement and should consult their own investment advisor.

Maturity Date: January 10, 2020
Principal Amount: $750,000,000
Benchmark Treasury: UST 1.875% due December 31, 2019
Treasury Yield: 1.956%
Spread to Treasury: +29 basis points
Price to Public: 99.911%
Commission: 0.150%
Net Proceeds to Issuer: 99.761% / $748,207,500
Coupon: 2.200% per annum
Yield: 2.246%
Interest Payment Frequency: Semi-annual
Interest Payment Dates: Each January 10 and July 10, beginning on July 10, 2018 and ending on the Maturity Date (short first coupon)
Day Count Convention: 30/360
Business Day Convention: Following, unadjusted
Business Days: New York
Governing Law: New York
Minimum Denominations: $2,000 and $1,000 increments thereafter
Joint Book-Running Managers:

HSBC Securities (USA) Inc.

Merrill Lynch, Pierce, Fenner & Smith
                     Incorporated

Mizuho Securities USA LLC

Morgan Stanley & Co. LLC

SG Americas Securities, LLC

Co-Managers:

BNP Paribas Securities Corp.

Commerz Markets LLC

Credit Agricole Securities (USA) Inc.

Drexel Hamilton, LLC

Siebert Cisneros Shank & Co., L.L.C.

SMBC Nikko Securities America, Inc.

TD Securities (USA) LLC

U.S. Bancorp Investments, Inc.

 

 

DTC Number: #773
Selling Restriction:

Cayman Islands

The notes may not be offered to the public in the Cayman Islands.

European Economic Area

The notes are not intended to be offered, sold or otherwise made available to and should not be offered, sold or otherwise made available to any retail investor in the European Economic Area (“EEA”). For these purposes, (a) “retail investor” means a person who is one (or more) of: (i) a retail client as defined in point (11) of Article 4(1) of Directive 2014/65/EU (as amended, “MiFID II”); (ii) a customer within the meaning of Directive 2002/92/EC, where that customer would not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II; or (iii) not a qualified investor as defined in Directive 2003/71/EC; and (b) “offer” includes the communication in any form and by any means of sufficient information on the terms of the offer and the notes to be offered so as to enable an investor to decide to purchase or subscribe the notes. Consequently no key information document required by Regulation (EU) No 1286/2014 (as amended, the “PRIIPs Regulation”) for offering or selling the notes or otherwise making them available to retail investors in the EEA has been prepared and therefore offering or selling the notes or otherwise making them available to any retail investor in the EEA may be unlawful under the PRIIPS Regulation.

Concurrent Offering: Concurrently with this offering of the notes, the Issuer is also offering by means of separate term sheets: (i) $400,000,000 aggregate principal amount of Floating Rate Medium-Term Notes, Series B due January 10, 2020, (ii) $600,000,000 aggregate principal amount of 2.700% Medium-Term Notes, Series B due January 11, 2023, (iii) $250,000,000 aggregate principal amount of Floating Rate Medium-Term Notes, Series B due January 11, 2023 and (iv) $500,000,000 aggregate principal amount of 3.050% Medium-Term Notes, Series B due January 11, 2028 (collectively, the “Other Notes”).  This term sheet does not constitute an offer to sell, or the solicitation of an offer to buy, any of the Other Notes. Any offering of the Other Notes may be made only by means of a prospectus and related prospectus supplement.
   

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 February 26, 2015 and the related prospectus dated February 25, 2015; 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 the offering will arrange to send you the prospectus if you request it by calling HSBC Securities (USA) Inc. toll-free at 1-866-811-8049, Merrill Lynch, Pierce, Fenner & Smith Incorporated toll-free at 1-800-294-1322, Mizuho Securities USA LLC toll-free at 1-866-271-7403, Morgan Stanley & Co. LLC toll-free at 1-866-718-1649 and SG Americas Securities, LLC toll-free at 1-855-881-2108.

 

 

 

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