Form 424B2 TOYOTA MOTOR CREDIT CORP

June 16, 2021 5:31 PM EDT

News and research before you hear about it on CNBC and others. Claim your 1-week free trial to StreetInsider Premium here.

 

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 June 18, 2024 $350,000,000 $38,185
0.500% Medium-Term Notes, Series B due June 18, 2024 $848,988,500 $92,624.64
1.125% Medium-Term Notes, Series B due June 18, 2026 $599,736,000 $65,431.20

 

    This filing is made pursuant to Rule 424(b)(2) under the Securities Act of 1933 in connection with Registration No. 333-252342.

PRICING SUPPLEMENT

(To Prospectus dated January 22, 2021 and

Prospectus Supplement dated January 25, 2021)

 

$1,800,000,000

$350,000,000 Floating Rate Medium-Term Notes, Series B due June 18, 2024 

$850,000,000 0.500% Medium-Term Notes, Series B due June 18, 2024 

$600,000,000 1.125% Medium-Term Notes, Series B due June 18, 2026

 

 

We are offering (i) $350,000,000 aggregate principal amount of Floating Rate Medium-Term Notes, Series B due June 18, 2024 (the “Floating Rate Notes”), (ii) $850,000,000 aggregate principal amount of 0.500% Medium-Term Notes, Series B due June 18, 2024 (the “2024 Fixed Rate Notes”) and (iii) $600,000,000 aggregate principal amount of 1.125% Medium-Term Notes, Series B due June 18, 2026 (the “2026 Fixed Rate Notes” and, together with the Floating Rate Notes and the 2024 Fixed Rate Notes, the “Notes”). The Notes will be our general unsecured obligations and will rank equally with all of our existing and future unsecured and unsubordinated indebtedness. We will pay interest on the Floating Rate Notes on March 18, June 18, September 18 and December 18 of each year and on the maturity date. We will pay interest on the 2024 Fixed Rate Notes on June 18 and December 18 of each year and on the maturity date. We will pay interest on the 2026 Fixed Rate Notes on June 18 and December 18 of each year and on the maturity date. The first such payment on the Floating Rate Notes will be on September 18, 2021, the first such payment on the 2024 Fixed Rate Notes will be on December 18, 2021 and the first such payment on the 2026 Fixed Rate Notes will be on December 18, 2021. The Floating Rate Notes and the 2024 Fixed Rate Notes will not be redeemable before their maturity. We may redeem some or all of the 2026 Fixed Rate Notes at any time at our option at the redemption price set forth in this pricing supplement under “Description of the Notes—Optional Redemption.”

 

Investing in the Notes involves a number of risks. See the risks described in “Risk Factors” on page S-3 of the accompanying prospectus supplement.

 

   Floating Rate Notes  2024 Fixed Rate Notes  2026 Fixed Rate Notes
   Per Note  Total  Per Note  Total  Per Note  Total
Public offering price(1)    100.000%  $350,000,000    99.881%  $848,988,500    99.956%  $599,736,000 
Underwriting discount    0.225%  $787,500    0.225%  $1,912,500    0.350%  $2,100,000 
Proceeds, before expenses, to the Company    99.775%  $349,212,500    99.656%  $847,076,000    99.606%  $597,636,000 

_______

(1) Plus accrued interest, if any, from June 18, 2021, if settlement occurs after that date.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved these securities, or determined if this pricing supplement or the accompanying prospectus supplement and prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

 

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 June 18, 2021.

 

 

Joint Book-Running Managers

 

BofA Securities                Citigroup                Lloyds Securities                RBC Capital Markets                TD Securities

 

Co-Managers

 

Academy Securities                Blaylock Van, LLC                COMMERZBANK                Scotiabank                Ramirez & Co., Inc.                US Bancorp

 

 

The date of this pricing supplement is June 15, 2021.

 

 
 

We have not, and the underwriters have not, authorized any person to provide you any information other than that contained or incorporated by reference in this pricing supplement, the accompanying prospectus supplement and the accompanying prospectus. We and the underwriters take no responsibility for, and can provide no assurance as to, any other information that others may give you. We are not, and the underwriters are not, making an offer to sell the Notes in any jurisdiction where the offer or sale is not permitted. You should not assume that the information appearing in this pricing supplement or the accompanying prospectus supplement and prospectus is accurate as of any date other than the date on the front of this pricing supplement.

 

 
 

TABLE OF CONTENTS

 

Pricing Supplement
  Page
 
Description of the Notes PS-1
Underwriting PS-5
Legal Matters PS-7
 
Prospectus Supplement
  Page
Forward-Looking Statements S-1
Risk Factors S-3
Description of the Notes S-14
Secured Overnight Financing Rate and SOFR Index S-44
Use of Proceeds S-46
United States Federal Taxation S-47
Plan of Distribution (Conflicts of Interest) S-62
Validity of the Notes S-68
   
Prospectus
  Page
About this Prospectus 1
Risk Factors 1
Where You Can Find More Information 1
Incorporation of Information Filed with the SEC 1
Forward-Looking Statements 2
Toyota Motor Credit Corporation 3
Description of Debt Securities 4
Legal Matters 10
Experts 10

 

In this pricing supplement, the “Company,” “TMCC,” “we,” “us” and “our” refer specifically to Toyota Motor Credit Corporation. TMCC is the issuer of all of the Notes offered under this pricing supplement. Capitalized terms used in this pricing supplement which are not defined in this pricing supplement and are defined in the accompanying prospectus supplement shall have the meanings assigned to them in the accompanying prospectus supplement. 

 

 
 

DESCRIPTION OF THE NOTES

 

General

 

We provide information to you about the Notes in three separate documents:

 

·this pricing supplement which specifically describes the Notes being offered;

·the accompanying prospectus supplement which describes the Company’s Medium-Term Notes, Series B; and

·the accompanying prospectus which describes generally the debt securities of the Company.

 

This description supplements, and, to the extent inconsistent, supersedes, the description of the general terms and provisions of the debt securities found in the accompanying prospectus and the Company’s Medium-Term Notes, Series B described in the accompanying prospectus supplement.

 

Terms of the Notes

 

The Notes:

 

·will be our unsecured general obligations,

·will rank equally with all our other unsecured and unsubordinated indebtedness from time to time outstanding,

·will be considered part of the same series of notes as any of our other Medium-Term Notes, Series B previously issued or issued in the future,

·will not be subject to mandatory redemption or repayment at your option,

·will be issued in minimum denominations of $2,000 and integral multiples of $1,000 above that amount, and

·will be denominated in U.S. dollars.

 

The Floating Rate Notes

 

The following description is a summary of certain provisions of the Floating Rate Notes:

 

Principal Amount: $350,000,000

 

Trade Date: June 15, 2021

 

Original Issue Date: June 18, 2021

 

Stated Maturity Date: June 18, 2024

 

Interest Calculation: Regular Floating Rate Note

 

Interest Payment Dates: Each March 18, June 18, September 18 and December 18, beginning on September 18, 2021 and ending on the Stated Maturity Date

 

Interest Rate Basis: Compounded SOFR

 

Initial Interest Rate: The initial interest rate will be based on Compounded SOFR determined as of September 16, 2021 plus the Spread, accruing from June 18, 2021

 

Initial Interest Reset Date: September 18, 2021

 

Interest Reset Dates: Each Interest Payment Date

 

Interest Reset Period: Quarterly

 

PS-1

 

Interest Determination Date: The second U.S. Government Securities Business Day preceding each Interest Reset Date

 

Interest Period: The period from and including an Interest Payment Date (or, in the case of the first Interest Period, the Original Issue Date) to, but excluding, the next Interest Payment Date (or, in the case of the final Interest Period, the Stated Maturity Date)

 

Spread: +0.260%

 

Minimum Interest Rate: 0.000%

 

Index Currency: U.S. Dollars

 

Day Count Convention: Actual/360

 

Business Day Convention: Modified Following, adjusted

 

Business Days: New York and U.S. Government Securities Business Day

 

Calculation Agent: Deutsche Bank Trust Company Americas

 

CUSIP / ISIN: 89236TJJ5 / US89236TJJ51

 

The 2024 Fixed Rate Notes

 

The following description is a summary of certain provisions of the 2024 Fixed Rate Notes:

 

Principal Amount: $850,000,000

 

Trade Date: June 15, 2021

 

Original Issue Date: June 18, 2021

 

Stated Maturity Date: June 18, 2024

 

Interest: 0.500% per annum from June 18, 2021

 

Interest Payment Dates: Each June 18 and December 18, beginning on December 18, 2021 and ending on the Stated Maturity Date

 

Day Count Convention: 30/360

 

Business Day Convention: Following, unadjusted

 

Business Days: New York

 

CUSIP / ISIN: 89236TJH9 / US89236TJH95

 

The 2026 Fixed Rate Notes

 

The following description is a summary of certain provisions of the 2026 Fixed Rate Notes:

 

Principal Amount: $600,000,000

 

Trade Date: June 15, 2021

 

Original Issue Date: June 18, 2021

 

PS-2

 

Stated Maturity Date: June 18, 2026

 

Interest: 1.125% per annum from June 18, 2021

 

Interest Payment Dates: Each June 18 and December 18, beginning on December 18, 2021 and ending on the maturity date

 

Day Count Convention: 30/360

 

Business Day Convention: Following, unadjusted

 

Business Days: New York

 

CUSIP / ISIN: 89236TJK2 / US89236TJK25

 

Optional Redemption

 

The Floating Rate Notes and the 2024 Fixed Rate Notes are not subject to optional redemption.

 

The 2026 Fixed Rate Notes will be redeemable before their maturity, in whole or in part, at our option at any time, at a “make-whole” redemption price equal to the greater of (i) 100% of the principal amount of the Notes to be redeemed and (ii) the sum of the present values of the remaining scheduled payments of principal and interest on the Notes to be redeemed (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 to be redeemed, 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 us.

 

Reference Treasury Dealer” means each of BofA Securities, Inc., Citigroup Global Markets Inc., RBC Capital Markets, LLC, TD Securities (USA) LLC and a primary U.S. Government securities dealer selected by Lloyds Securities 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, we 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 City 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 we default 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.

 

PS-3

 

Further Issues

 

We may from time to time, without notice to or the consent of the registered holders of the Notes, create and issue additional notes having the same ranking, interest rate, interest rate basis, number of basis points to be added to or subtracted from the related interest rate basis, maturity and other terms as a particular tranche of the Notes, as applicable, except for (1) the issue date, (2) the issue price and (3) the first interest payment date. Additional notes will be considered part of the same series of notes as the Notes and any of our other Medium-Term Notes, Series B previously issued or issued in the future. We also may from time to time, without notice to or the consent of the registered holders of the Notes, create and issue additional debt securities under the indenture ranking equally with the Notes and our other Medium-Term Notes, Series B.

 

Book-Entry Notes and Form

 

Each tranche of the Notes will be issued in the form of one or more fully registered global notes (the “Global Notes”) which will be deposited with, or on behalf of, The Depository Trust Company, New York, New York (the “Depository”) and registered in the name of Cede & Co., the Depository’s nominee. Notes in definitive form will not be issued, unless the Depository discontinues providing its services as depository with respect to the Global Notes at any time and a successor depository is not obtained or unless we so determine in our sole discretion. Beneficial interests in the Global Notes will be represented through book-entry accounts of financial institutions acting on behalf of beneficial owners as direct or indirect participants in the Depository, including Euroclear Bank SA/NV and Clearstream Banking, S.A.

 

PS-4

 

UNDERWRITING

 

Under the terms and subject to the conditions set forth in a terms agreement dated June 15, 2021 (the “Terms Agreement”), between us and the underwriters named below (the “Underwriters”), incorporating the terms of a distribution agreement dated as of January 25, 2021, between us and the agents named in the accompanying prospectus supplement (the “Distribution Agreement”), we have agreed to sell to the Underwriters, and the Underwriters have severally and not jointly agreed to purchase, as principals, the respective principal amounts of the Notes set forth below opposite their names.

 

Underwriter  Principal Amount of the Floating Rate Notes  Principal Amount of the 2024 Fixed Rate Notes  Principal Amount of the 2026 Fixed Rate Notes
BofA Securities, Inc.     $63,000,000   $153,000,000   $108,000,000 
Citigroup Global Markets Inc.      63,000,000    153,000,000    108,000,000 
Lloyds Securities Inc.      63,000,000    153,000,000    108,000,000 
RBC Capital Markets, LLC      63,000,000    153,000,000    108,000,000 
TD Securities (USA) LLC      63,000,000    153,000,000    108,000,000 
Academy Securities, Inc.    7,000,000    17,000,000    12,000,000 
Commerz Markets LLC      7,000,000    17,000,000    12,000,000 
Scotia Capital (USA) Inc.    7,000,000    17,000,000    12,000,000 
U.S. Bancorp Investments, Inc.    7,000,000    17,000,000    12,000,000 
Blaylock Van, LLC      3,500,000    8,500,000    6,000,000 
Samuel A. Ramirez & Company, Inc.    3,500,000    8,500,000    6,000,000 
Total   $350,000,000   $850,000,000   $600,000,000 

 

No series of Notes will have an established trading market when issued. The Underwriters may from time to time make a market in the Notes of any series but are not obligated to do so and may cease at any time. Neither we nor the Underwriters can assure you that any trading market for the Notes will be liquid.

 

The Notes sold by the Underwriters to the public will initially be offered at the applicable public offering prices set forth on the cover page of this pricing supplement. Any Notes sold by the Underwriters to dealers may be sold at the applicable public offering prices less a concession not to exceed (i) 0.135% of the principal amount of the Floating Rate Notes, (ii) 0.135% of the principal amount of the 2024 Fixed Rate Notes and (iii) 0.200% of the principal amount of the 2026 Fixed Rate Notes. The Underwriters may allow, and dealers may reallow, a concession not to exceed (i) 0.080% of the principal amount of the Floating Rate Notes, (ii) 0.080% of the principal amount of the 2024 Fixed Rate Notes and (iii) 0.150% of the principal amount of the 2026 Fixed Rate Notes. After the initial offering of the Notes to the public, Citigroup Global Markets Inc., on behalf of the Underwriters, may change the public offering prices and concessions of the Notes. The offering of the Notes by the Underwriters is subject to receipt and acceptance and subject to the Underwriters’ right to reject any order in whole or in part.

 

In connection with the offering, BofA Securities, Inc., Citigroup Global Markets Inc., Lloyds Securities Inc., RBC Capital Markets, LLC and TD Securities (USA) LLC, on behalf of the Underwriters, are permitted to engage in certain transactions that stabilize the prices of the Notes. These transactions may consist of bids or purchases for the purpose of pegging, fixing or maintaining the prices of the Notes. If the Underwriters create a short position in the Notes in connection with the offering by selling more Notes than they have purchased from us, then the Underwriters may reduce that short position by purchasing Notes in the open market. In general, purchases of Notes for the purpose of stabilization or to reduce a short position could cause the prices of the Notes to be higher than in the absence of these purchases. The Underwriters are not required to engage in these activities, and may end any of these activities at any time. Neither we nor the Underwriters make any representation or prediction as to the direction or magnitude of any effect that the transactions described above may have on the prices of the Notes.

 

We may enter into hedging transactions in connection with the issuance of the Notes, including forwards, futures, options, interest rate or exchange rate swaps and repurchase or reverse repurchase transactions with, or arranged by, any of the Underwriters or an affiliate of that Underwriter. The applicable Underwriter and its affiliates may receive compensation, trading gain or other benefits in connection with these hedging transactions and the hedging transactions described below.

 

The Underwriters and their respective affiliates are full service financial institutions engaged in various activities, which may include securities trading, commercial and investment banking, financial advisory, investment management, investment research, principal investment, hedging, financing and brokerage activities. Certain of the

 

PS-5

 

Underwriters and their respective affiliates have, from time to time, provided, and may in the future provide, investment banking, commercial banking and other services for the issuer in the ordinary course of business, for which they received or will receive in the future customary fees and commissions.

 

In addition, in the ordinary course of their business activities, the Underwriters and their affiliates may make or hold a broad array of investments and actively trade debt and equity securities (or related derivative securities) and financial instruments (including bank loans) for their own account and for the accounts of their customers. Such investments and securities activities may involve securities and/or instruments of ours or our affiliates. Certain of the Underwriters or their affiliates that have a lending relationship with us or our affiliates routinely hedge, and certain other of those Underwriters or their affiliates may hedge, their credit exposure to us and our affiliates consistent with their customary risk management policies. A typical hedging strategy would include these Underwriters or their affiliates hedging such exposure by entering into transactions which consist of either the purchase of credit default swaps or the creation of short positions in our securities or those of our affiliates, including potentially the Notes offered hereby. Any such credit default swaps or short positions could adversely affect the future trading prices of the Notes offered hereby. The Underwriters and their affiliates may also make investment recommendations and/or publish or express independent research views in respect of such securities or financial instruments and may hold, or recommend to clients that they acquire, long and/or short positions in such securities and instruments.

 

We have agreed to indemnify the several agents against certain liabilities, including liabilities under the Securities Act, or to contribute to payments the Underwriters may be required to make in respect of these liabilities. We have also agreed to reimburse each of the Underwriters for certain expenses.

 

Selling Restrictions

 

Japan

 

Each of the Underwriters 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.

 

PS-6

 

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 (formerly known as Bankers Trust Company) (“DBTCA”), 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 22, 2021 and filed as Exhibit 5.1 to TMCC’s Registration Statement on Form S-3 (File No. 333-252342) filed with the Securities and Exchange Commission on January 22, 2021.

 

PS-7



Serious News for Serious Traders! Try StreetInsider.com Premium Free!

You May Also Be Interested In





Related Categories

SEC Filings