Filed Pursuant to Rule 433
Registration No. 333-252342
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|
|Benchmark Treasury:||UST 1.250% due August 15, 2031|
|Spread to Treasury:||+60 basis points|
|Price to Public:||99.692%|
|Net Proceeds to Issuer:||99.242% / $496,210,000|
|Coupon:||1.900% per annum|
|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.
$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.
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
|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
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.
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