424B2 1 tv521844_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 22, 2020 $1,025,000,000 $124,230

 

 

Rule 424(b)(2)

Registration No. 333-222676

 

Pricing Supplement dated May 16, 2019

(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: 89236TFZ3

 

Principal Amount (in Specified Currency): $1,025,000,000. 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 16, 2019

Original Issue Date: May 21, 2019

Stated Maturity Date: May 22, 2020

 

Initial Interest Rate: The initial interest rate will be based on three month LIBOR determined on May 17, 2019 plus the Floating Rate Spread.

Interest Payment Dates: Each February 22, May 22, August 22 and November 22, beginning on August 22, 2019 and ending on the Stated Maturity Date

 

Net Proceeds to Issuer: $1,024,192,340

Agents:

BofA Securities, Inc. (“BofA”)

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

 

BofA’s Discount or Commission: 0.030%

BofA’s Capacity:

¨Agent
xPrincipal

 

TFSS USA’s Discount or Commission: 0.150%

TFSS USA’s Capacity:

xAgent
¨Principal

 

 

 

 

Calculation Agent: Deutsche Bank Trust Company Americas

 

Interest Calculation:

xRegular 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
xLIBOR
¨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 (+/-): +0.070%

Spread Multiplier: Not Applicable

 

Maximum Interest Rate: Not Applicable

Minimum Interest Rate: 0.000%

 

Initial Interest Reset Date: May 21, 2019

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
xActual/360
¨Actual/Actual

 

Business Day Convention

¨Following
xModified 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 21, 2019.

 

 

 


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 May 22, 2020 (the “Notes”) will be made against payment therefor on the Original Issue Date, which will be the third U.S. 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 two U.S. 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 three U.S. business days to specify alternative settlement arrangements to prevent a failed settlement and should consult their own investment advisor.

  

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, Pierce, Fenner & Smith Incorporated, 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, and the Joinder to the Distribution Agreement (the “Joinder Agreement”), dated May 13, 2019, between TMCC and BofA, BofA, acting as principal, has agreed to purchase and TMCC has agreed to sell to BofA $608,200,000 principal amount of the Notes (the “BofA 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 and the Joinder Agreement, BofA is committed to take and pay for all of the BofA 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 $416,800,000 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.

 

Notification under Section 309B(1)(c) of the Securities and Futures Act

 

Notification under Section 309B(1)(c) of the Securities and Futures Act (Chapter 289) of Singapore (“SFA”) - The Notes are prescribed capital markets products (as defined in the Securities and Futures (Capital Markets Products) Regulations 2018) and Excluded Investment Products (as defined in MAS Notice SFA 04-N12: Notice on the Sale of Investment Products and MAS Notice FAA-N16: Notice on Recommendations on Investment Products).

 

 

 

 

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.”

 

 

 

 

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.