0000950103-21-013702.txt : 20210909 0000950103-21-013702.hdr.sgml : 20210909 20210908191045 ACCESSION NUMBER: 0000950103-21-013702 CONFORMED SUBMISSION TYPE: FWP PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20210909 DATE AS OF CHANGE: 20210908 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: 333-252342 FILM NUMBER: 211243206 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 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: 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 FWP 1 dp157609_fwp-10yr.htm FORM FWP

Filed Pursuant to Rule 433
Registration No. 333-252342

 

Term Sheet

September 8, 2021

 

Issuer: Toyota Motor Credit Corporation
Security: Fixed Rate Medium-Term Notes, Series B
Title: 1.900% Medium-Term Notes, Series B due September 12, 2031
Issuer Senior Long-Term Debt Ratings: Moody’s Investors Service, Inc.: A1 (stable outlook)
  S&P Global Ratings: A+ (stable outlook)
  Fitch Ratings: A+ (stable outlook)
CUSIP/ISIN: 89236TJQ9 / US89236TJQ94
Trade Date: September 8, 2021
Original Issue Date: September 13, 2021 (T+3)
Stated Maturity Date: September 12, 2031
Principal Amount: $500,000,000
Benchmark Treasury: UST 1.250% due August 15, 2031
Treasury Yield: 1.334%
Spread to Treasury: +60 basis points
Price to Public: 99.692%
Underwriting Discount: 0.450%
Net Proceeds to Issuer: 99.242% / $496,210,000
Coupon: 1.900% per annum
Yield: 1.934%
Interest Payment Frequency: Semi-annual
Interest Payment Dates: Each March 12 and September 12, beginning on March 12, 2022 (short first coupon) 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 basis points

 

The notes will be redeemable before their maturity, 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 HSBC Securities (USA) Inc., J.P. Morgan Securities LLC, Morgan Stanley & Co. LLC, a primary U.S. Government securities dealer selected by Commerz Markets LLC and a primary U.S. Government securities dealer selected by SMBC Nikko Securities America, Inc., or their respective affiliates; 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:

Minimum Denominations:

New York

$2,000 and $1,000 increments thereafter

Joint Book-Running Managers:

Commerz Markets LLC

HSBC Securities (USA) Inc.

J.P. Morgan Securities LLC

Morgan Stanley & Co. LLC

SMBC Nikko Securities America, Inc.

Co-Managers:

ANZ Securities, Inc.

Banco Bradesco BBI S.A.

Fifth Third Securities, Inc.

Great Pacific Securities

Intesa Sanpaolo S.p.A.

Siebert Williams Shank & Co., LLC

Standard Chartered Bank

UniCredit Capital Markets LLC

DTC Number: #0187

 

 

Concurrent Offering: Concurrently with this offering of the notes, the Issuer is also offering by means of separate term sheets: (i) $1,000,000,000 aggregate principal amount of 0.625% Medium-Term Notes, Series B due September 13, 2024, (ii) $600,000,000 aggregate principal amount of Floating Rate Medium-Term Notes, Series B due September 13, 2024 and (iii) $400,000,000 aggregate principal amount of additional 1.125% Medium-Term Notes, Series B due June 18, 2026 (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 January 25, 2021 and the related prospectus dated January 22, 2021; capitalized terms used in this term sheet, but otherwise not defined, shall have the meanings assigned to them in the prospectus supplement and the related 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 supplement and the related prospectus 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 Commerz Markets LLC toll-free at 1-800-233-9164, HSBC Securities (USA) Inc. toll-free at 1-866-811-8049, J.P. Morgan Securities LLC collect at 1-212-834-4533, Morgan Stanley & Co. LLC toll-free at 1-866-718-1649 and SMBC Nikko Securities America, Inc. toll-free at 1-888-868-6856.

 

Additional Selling Restrictions

 

Japan

 

Each of the Joint Book-Running Managers and Co-Managers has severally agreed that it will not offer or sell any of the notes, directly or indirectly, in Japan or to, or for the benefit of, any resident of Japan (which term as used herein means any person resident in Japan, including any corporation or other entity organized under the laws of Japan and any branch or other office in Japan of a corporation or other entity organized under the laws of any foreign state), or to others for re-offering or resale, directly or indirectly, in Japan or to, or for the benefit of, a resident of Japan.

 

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.