424B2 1 tv493882_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 May 15, 2019 $950,000,000 $118,275.00

 

Rule 424(b)(2)

Registration No. 333-222676

 

Pricing Supplement dated May 10, 2018

(To Prospectus dated January 24, 2018 and Prospectus Supplement dated January 25, 2018)

 

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: 89236TFB6

 

Principal Amount (in Specified Currency): $950,000,000. 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: May 10, 2018

Original Issue Date: May 14, 2018

Stated Maturity Date: May 15, 2019

 

Initial Interest Rate: The initial interest rate will be based on three month LIBOR determined on May 10, 2018 plus the Floating Rate Spread.

Interest Payment Dates: Each February 15, May 15, August 15, and November 15, beginning on August 15, 2018 and ending on the Stated Maturity Date

 

Net Proceeds to Issuer: $949,067,000

Agents:

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

Toyota Financial Services Securities USA Corporation (“TFSS USA”)

 

Merrill Lynch’s Discount or Commission: 0.030%

Merrill Lynch’s Capacity:

¨ Agent

x Principal

 

TFSS USA’s Discount or Commission: 0.150%

TFSS USA’s Capacity:

x Agent

¨ Principal

 

Calculation Agent: Deutsche Bank Trust Company Americas

 

Interest Calculation:

x 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:

¨ CMS Rate

¨ CMT Rate

¨ Commercial Paper Rate

¨ Eleventh District Cost of Funds Rate

¨ Federal Funds Rate

¨ Federal Funds OIS Compound Rate

x 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:

¨ FRBCMT

¨ FEDCMT

 

 

If LIBOR:

Designated LIBOR Page: Reuters

Index Currency: U.S. dollars

 

If LIBOR or Treasury Rate:

Index Maturity: 3 months

 

Floating Rate Spread (+/-): +0.060%

Spread Multiplier: Not Applicable

 

Maximum Interest Rate: Not Applicable

Minimum Interest Rate: 0.000%

 

Initial Interest Reset Date: May 14, 2018

Interest Reset Dates: Each Interest Payment Date

Interest Rate Reset Period: Quarterly

Interest Rate Reset Cutoff Date: Not Applicable

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

 

Day Count Convention:

¨ 30/360

x Actual/360

¨ Actual/Actual

 

Business Day Convention

¨ Following

x 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 SA/NV and Clearstream Banking, S.A., on or about May 14, 2018.

 

 

 

 

ADDITIONAL TERMS OF THE NOTES

 

Plan of Distribution

 

Under the terms and subject to the conditions of the Seventh Amended and Restated Distribution Agreement (the “Distribution Agreement”), dated January 25, 2018, between TMCC and Merrill Lynch, Barclays Capital Inc., Citigroup Global Markets Inc., Deutsche Bank Securities Inc., HSBC Securities (USA) Inc., J.P. Morgan Securities LLC, Morgan Stanley & Co. LLC, RBC Capital Markets, LLC, SG Americas Securities, LLC and TFSS USA, Merrill Lynch, acting as principal, has agreed to purchase and TMCC has agreed to sell to Merrill Lynch $410,000,000 principal amount of the Notes (the “Merrill Lynch Notes”) at 99.970% of such principal amount, reflecting a discount or commission from the Issue Price equal to 0.030% of such principal amount. Under the terms and conditions set forth in the Distribution Agreement, Merrill Lynch is committed to take and pay for all of the Merrill Lynch Notes offered hereby, if any is taken.

 

Under the terms and subject to the conditions set forth in the Distribution Agreement, TMCC is hereby offering $540,000,000 in principal amount of the Notes through TFSS USA, acting as agent (the “TFSS USA Notes”) at 99.850% of such principal amount, reflecting a discount or commission from the Issue Price equal to 0.150% of such principal amount. TFSS USA has agreed to use its reasonable efforts to solicit offers to purchase the TFSS USA Notes.

 

 

 

 

 

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 January 24, 2018 and filed as Exhibit 5.1 to TMCC’s Registration Statement on Form S-3 (File No. 333-222676) filed with the Securities and Exchange Commission on January 24, 2018.