0000950103-19-012483.txt : 20190919 0000950103-19-012483.hdr.sgml : 20190919 20190919123222 ACCESSION NUMBER: 0000950103-19-012483 CONFORMED SUBMISSION TYPE: 424B2 PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20190919 DATE AS OF CHANGE: 20190919 FILER: 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: 424B2 SEC ACT: 1933 Act SEC FILE NUMBER: 333-222676 FILM NUMBER: 191101340 BUSINESS ADDRESS: STREET 1: 6565 HEADQUARTERS DRIVE, W2-3D CITY: PLANO STATE: TX ZIP: 75024 BUSINESS PHONE: (469) 486-9013 MAIL ADDRESS: STREET 1: 6565 HEADQUARTERS DRIVE, W2-3D CITY: PLANO STATE: TX ZIP: 75024 424B2 1 dp112935_424b2.htm FORM 424B2

CALCULATION OF REGISTRATION FEE

 

Title of each class of

securities offered

Proposed maximum 

aggregate offering price  

Amount of 

registration fee  

Medium Term Notes, Series B – Fixed Rate Callable Notes due September 23, 2022 $28,500,000 $3,454.20

  

Pricing Supplement dated September 18, 2019 

(To Prospectus dated January 24, 2018 and 

Prospectus Supplement dated January 25, 2018)

 

Rule 424(b)(2)

Registration No. 333-222676

 

 

TOYOTA MOTOR CREDIT CORPORATION 

Medium-Term Notes, Series B – Fixed Rate Callable Notes

 

Capitalized terms used in this Pricing Supplement that are defined in the accompanying Prospectus Supplement shall have the meanings assigned to them in the accompanying Prospectus Supplement.

 

CUSIP: 89236TGG4

 

Principal Amount (in Specified Currency): $28,500,000. TMCC may increase the Principal Amount prior to the Original Issue Date but is not required to do so.

Issue Price: 100.00%

Initial Trade Date: September 18, 2019

Original Issue Date: September 23, 2019

Stated Maturity Date: September 23, 2022

 

Interest Rate:

2.10% per annum from and including the Original Issue Date to but excluding the earlier of (i) the redemption of the Notes and (ii) the Stated Maturity Date.

 

Interest Payment Dates: Semi-annually, on each March 23 and September 23, commencing on March 23, 2020 and ending on the earlier of (i) the redemption of the Notes and (ii) the Stated Maturity Date.

 

Net Proceeds to Issuer: 100% of Principal Amount

 

Agent’s Discount or Commission: 0.00% of Principal Amount. The Agent or its affiliates will enter into swap transactions with TMCC to hedge TMCC’s obligations under the Notes. The Agent and its affiliates expect to realize a profit in connection with these swap transactions. See “Use of Proceeds and Hedging” below.

Agent: TD Securities (USA) LLC

Agent’s Capacity: Principal

 

Day Count Convention: 30/360

Business Day Convention: Following, unadjusted

 

Redemption: The Notes are subject to redemption by TMCC, in whole but not in part, at a price equal to 100% of the principal amount per Note plus accrued and unpaid interest thereon, on the Redemption Date and subject to the Notice of Redemption stated below.

Redemption Date: September 23, 2021. If the Redemption Date falls on a day that is not a Business Day, the redemption price plus accrued and unpaid interest will be paid on the next succeeding Business Day as if paid on the date the payment was due, and no interest will accrue on the amount payable for the period from and after the Redemption Date.

Notice of Redemption: The redemption of the Notes is subject to not less than 5 Business Days prior written notice.

 

Repayment: N/A

Optional Repayment Date(s):

Repayment Price:

 

Original Issue Discount: N/A

 

Specified Currency: U.S. dollars

Minimum Denominations: $1,000 and $1,000 increments thereafter

Form of Note: Book-entry only

 

 

 

RISK FACTORS

 

Investing in the Notes involves a number of risks. See the risks described in “Risk Factors” beginning on page S-3 of the accompanying Prospectus Supplement and those set forth below. Accordingly, prospective investors should consult their financial and legal advisors as to the risks entailed by an investment in the Notes and the suitability of the Notes in light of their particular circumstances.

 

Early Redemption Risk.

The Issuer retains the option to redeem the Notes, in whole but not in part, on the Redemption Date. It is more likely that the Issuer will redeem the Notes in whole prior to their Maturity Date to the extent that the interest payable on the Notes is greater than the interest that would be payable on other instruments of the Issuer of comparable maturity, terms and credit rating trading in the market. If the Notes are redeemed, in whole but not in part, prior to their Maturity Date, you will receive no further interest payments from the Notes redeemed and may have to re-invest the proceeds in a lower rate environment.

 

Inclusion Of Projected Profit From Hedging Is Likely To Adversely Affect Secondary Market Prices.

Assuming no change in market conditions or any other relevant factors, the price, if any, at which the Agent is willing to purchase the Notes in secondary market transactions will likely be lower than the Issue Price, because the Issue Price included, and secondary market prices are likely to exclude, the projected profit included in the cost of hedging the obligations under the Notes.  In addition, any such prices may differ from values determined by pricing models used by the Agent, as a result of dealer discounts, mark-ups or other transaction costs.

 

UNITED STATES FEDERAL 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 and to the payment of gross proceeds of a disposition (including a retirement) of the Notes. However, regulations proposed by the U.S. Treasury Department on December 18, 2018 indicate an intent to eliminate the requirement under “FATCA” of withholding on payments of gross proceeds (other than amounts treated as interest). The U.S. Treasury Department has indicated that taxpayers may rely on these proposed regulations pending their finalization.

 

For other U.S. federal income tax consequences of owning and disposing of the Notes, please see the section of the accompanying Prospectus Supplement entitled “United States Federal Taxation.”

 

USE OF PROCEEDS AND HEDGING

 

The net proceeds from the sale of the Notes will be used as described under “Use of Proceeds” in the accompanying Prospectus Supplement.

 

To provide a hedge to TMCC, an affiliate of TD Securities (USA) LLC will enter into a swap agreement with TMCC. Under the swap agreement, TMCC will make floating rate payments linked to the London interbank offered rate in respect of a notional principal amount equal to the aggregate principal amount of the Notes during the term of the Notes in exchange for receiving payments equal to interest due in respect of the Notes from the affiliate of TD Securities (USA) LLC.

 

CLEARANCE AND SETTLEMENT

 

The Issuer expects that delivery of the Notes will be made against payment therefor on the Original Issue 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 more than two Business Days prior to the Original

 

 PS-2

 

 

Issue Date will be required to specify alternative settlement arrangements to prevent a failed settlement and should consult their own investment advisor.

 

LEGAL MATTERS

 

In the opinion of the Interim General Counsel of TMCC, when the Notes offered by this Pricing Supplement and the accompanying Prospectus Supplement 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 June 21, 2019 and filed as Exhibit 5.1 to TMCC’s Current Report on Form 8-K filed with the Securities and Exchange Commission on June 21, 2019.

 

 

 

 PS-3