424B2 1 v469342_424b2.htm 424B2

 

CALCULATION OF REGISTRATION FEE

 

Title of each class of securities offered Proposed maximum aggregate offering price Amount of registration fee
Floating Rate Medium-Term Notes, Series B due December 24, 2018 $600,000,000 $69,540

 

 

Rule 424(b)(2)

Registration No. 333-202281

 

Pricing Supplement dated June 19, 2017

(To Prospectus dated February 25, 2015 and Prospectus Supplement dated February 26, 2015)

 

TOYOTA MOTOR CREDIT CORPORATION

Medium-Term Notes, Series B - Floating Rate

 

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

 

CUSIP: 89236TDY8

 

Principal Amount (in Specified Currency): $600,000,000. TMCC may increase the Principal Amount prior to the Original Issue Date but is not required to do so.

Issue Price: 100.000%

Initial Trade Date: June 19, 2017

Original Issue Date: June 23, 2017

Stated Maturity Date: December 24, 2018

 

Initial Interest Rate: The initial interest rate will be based on three month LIBOR determined on June 21, 2017 plus the Floating Rate Spread.

Interest Payment Dates: Each March 24, June 24, September 24 and December 24, beginning on September 24, 2017 and ending on the Stated Maturity Date

 

Net Proceeds to Issuer: $599,730,000

Agent:Merrill Lynch, Pierce, Fenner & Smith Incorporated (“Merrill Lynch”)

Merrill Lynch’s Discount or Commission: 0.045%

Merrill Lynch’s Capacity:

Agent
Principal

 

Calculation Agent: Deutsche Bank Trust Company Americas

 

Interest Calculation:

Regular Floating Rate Note
Inverse Floating Rate Note:

Fixed Interest Rate:

Floating Rate/Fixed Rate Note:

Fixed Interest Rate:

Fixed Rate Commencement Date:

Other Floating Rate Note

(See attached Addendum)

 

 

 

 

Interest Rate Basis:

CD Rate
CMS Rate
CMT Rate
Commercial Paper Rate
Eleventh District Cost of Funds Rate
Federal Funds Rate
Federal Funds OIS Compound Rate
LIBOR
Prime Rate
Treasury Rate
Other (see attached Addendum)

 

If CMS:

Designated CMS Maturity Index:

 

If CMT:

Designated CMT Maturity Index:

 

Designated CMT Reuters Page:

T7051
T7052

 

If LIBOR:

Designated LIBOR Page: Reuters

Index Currency: U.S. dollars

 

If CD Rate or LIBOR

Index Maturity: 3 month

 

Floating Rate Spread (+/-): +0.150%

Spread Multiplier: N/A

 

Maximum Interest Rate: N/A

Minimum Interest Rate: 0.000%

 

Initial Interest Reset Date: June 23, 2017

Interest Reset Dates: Each Interest Payment Date

Interest Rate Reset Period: Quarterly

Interest Rate Reset Cutoff Date: N/A

Interest Determination Date: The second London Banking Day preceding each Interest Reset Date

 

Day Count Convention:

30/360
Actual/360
Actual/Actual

 

Business Day Convention

Following
Modified Following, adjusted

 

Business Days: New York and London

 

 

 

 

Redemption: Not Applicable

Redemption Date(s):

Notice of Redemption:

 

Repayment: Not Applicable

Optional Repayment Date(s):

Repayment Price:

 

Original Issue Discount: Not Applicable

 

Specified Currency: U.S. dollars

Minimum Denomination/Minimum Incremental Denomination: $1,000 and $1,000 increments thereafter

 

If a Reopening Note, check ☐, and specify:

Initial Interest Accrual Date:

 

The Notes will be ready for delivery in book-entry form only through The Depository Trust Company, and its direct and indirect participants, including Euroclear Bank S.A./N.V. and Clearstream Banking, société anonyme, on or about June 23, 2017.

 

 

 

 

ADDITIONAL TERMS OF THE NOTES

 

Settlement Date

 

Toyota Motor Credit Corporation (“TMCC”) expects that delivery of the Floating Rate Medium-Term Notes, Series B, due December 24, 2018 (the “Notes”) will be made against payment therefor on the Original Issue Date, which will be the fourth Business Day following the Initial Trade 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 three Business Days, unless the parties to any such trade expressly agree otherwise. Accordingly, purchasers who wish to trade the notes on the Initial Trade Date will be required by virtue of the fact that the Notes initially will settle in four Business Days to specify alternative settlement arrangements to prevent a failed settlement and should consult their own investment advisor.

 

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. However, under a recent IRS notice, withholding under “FATCA” will not apply to payments of gross proceeds (other than any amount treated as interest) with respect to dispositions of the Notes. You should consult your tax adviser regarding the potential application of “FATCA” to the Notes.

 

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.”

 


 

 

 

 

LEGAL MATTERS

 

In the opinion of the General Counsel of TMCC, when the Notes offered by this pricing supplement and related prospectus 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 February 25, 2015 and filed as Exhibit 5.1 to TMCC’s Registration Statement on Form S-3 (File No. 333-202281) filed with the Securities and Exchange Commission on February 25, 2015.