424B2 1 dp109736_424b2-tmcc.htm FORM 424B2

 

CALCULATION OF REGISTRATION FEE

 

Title of each class of

securities offered 

Proposed maximum

aggregate offering price(1)

Amount of

registration fee  

Medium-Term Notes, Series B – Fixed Rate Step-up Callable Notes due July 16, 2029 $1,000,000 $121.20

(1) The maximum aggregate offering price relates to an additional $1,000,000 of securities offered and sold pursuant to this Pricing Supplement dated July 11, 2019 amending the Pricing Supplement dated July 9, 2019 to Registration Statement No. 333-222676.

  

Pricing Supplement dated July 11, 2019

amending the Pricing Supplement dated July 9, 2019

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

Rule 424(b)(2)

Registration No. 333-222676

 

TOYOTA MOTOR CREDIT CORPORATION

Medium-Term Notes, Series B – Fixed Rate Step-up Callable Notes

 

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

 

CUSIP: 89236TGB5

 

Principal Amount (in Specified Currency): $26,000,000. TMCC may increase the Principal Amount prior to the Original Issue Date but is not required to do so.

Issue Price: 100.00%

Initial Trade Date: July 9, 2019

Original Issue Date: July 16, 2019

Stated Maturity Date: July 16, 2029

 

Interest Rate:

2.50% per annum from and including the Original Issue Date to but excluding July 16, 2022;

2.75% per annum from and including July 16, 2022 to but excluding the earlier of (i) the redemption of the Notes and (ii) July 16, 2024;

3.00% per annum from and including July 16, 2024 to but excluding the earlier of (i) the redemption of the Notes and (ii) July 16, 2026;

3.50% per annum from and including July 16, 2026 to but excluding the earlier of (i) the redemption of the Notes and (ii) July 16, 2027;

3.75% per annum from and including July 16, 2027 to but excluding the earlier of (i) the redemption of the Notes and (ii) July 16, 2028;

4.25% per annum from and including July 16, 2028 to but excluding the earlier of (i) the redemption of the Notes and (ii) the Stated Maturity Date.

 

Interest Payment Dates: Semi-annually, on each January 16 and July 16; commencing on January 16, 2020 and ending on the earlier of (i) the redemption of the Notes and (ii) the Stated Maturity Date.

 

Net Proceeds to Issuer: 99.50% of Principal Amount

 

Agent’s Discount or Commission: 0.50% of Principal Amount

The Agent or its affiliates will enter into swap transactions with TMCC to hedge TMCC’s obligations under the Notes. The Agent and its affiliates expect to realize a profit in connection with these swap transactions. See “Use of Proceeds and Hedging” below.

Agent: RBC Capital Markets, LLC

Agent’s Capacity: Principal

 

Day Count Convention: 30/360

Business Day Convention: Following, unadjusted

 

Redemption: The Notes are subject to redemption by TMCC, in whole but not in part, at a price equal to 100% of the principal amount per Note plus accrued and unpaid interest thereon, on the Redemption Dates and subject to the Notice of Redemption stated below.

Redemption Dates: Semi-annually, on each Interest Payment Date, commencing on (and including) July 16, 2022 up to (but excluding) the Stated Maturity Date.

Notice of Redemption: The redemption of the Notes is subject to not less than 10 Business Days prior written notice.

 

Repayment: N/A

Optional Repayment Date(s):

Repayment Price:

 

 

Original Issue Discount: N/A

 

Specified Currency: U.S. dollars

Minimum Denominations: $1,000 and $1,000 increments thereafter

Form of Note: Book-entry only

Calculation Agent: RBC Capital Markets, LLC

 

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RISK FACTORS

 

Investing in the Notes involves a number of risks. See the risks described in “Risk Factors” beginning on page S-3 of the accompanying Prospectus Supplement and those set forth below. Accordingly, prospective investors should consult their financial and legal advisors as to the risks entailed by an investment in the Notes and the suitability of the Notes in light of their particular circumstances.

 

Early Redemption Risk. The Issuer retains the option to redeem the Notes, in whole but not in part, on any Redemption Date. It is more likely that the Issuer will redeem the Notes in whole prior to their Maturity Date to the extent that the interest payable on the Notes is greater than the interest that would be payable on other instruments of the Issuer of comparable maturity, terms and credit rating trading in the market. If the Notes are redeemed, in whole but not in part, prior to their Maturity Date, you will receive no further interest payments from the Notes redeemed and may have to re-invest the proceeds in a lower rate environment.

 

Inclusion Of Projected Profit From Hedging Is Likely To Adversely Affect Secondary Market Prices. Assuming no change in market conditions or any other relevant factors, the price, if any, at which the Agent is willing to purchase the Notes in secondary market transactions will likely be lower than the Issue Price, because the Issue Price included, and secondary market prices are likely to exclude, the projected profit included in the cost of hedging the obligations under the Notes. In addition, any such prices may differ from values determined by pricing models used by the Agent, as a result of dealer discounts, mark-ups or other transaction costs.

 

UNITED STATES FEDERAL TAXATION

 

This discussion applies only to initial investors in the Notes who purchase the Notes at the “issue price,” which will equal the first price at which a substantial amount of the Notes is sold to the public (not including bond houses, brokers or similar persons or organizations acting in the capacity of underwriters, placement agents or wholesalers). Any consequences resulting from the Medicare tax on investment income are not addressed in this discussion or the section of the accompanying Prospectus Supplement entitled “United States Federal Taxation.”

 

Based on the operation of Treasury regulations that address the treatment of an issuer’s option to redeem a debt instrument, the Notes will not be treated as issued with “original issue discount,” and stated interest on the Notes will generally be taxable to you if you are a U.S. Holder (as defined in the accompanying Prospectus Supplement) as you receive it or accrue it in accordance with your normal method of accounting for U.S. federal income tax purposes.

 

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.”

 

USE OF PROCEEDS AND HEDGING

 

The net proceeds from the sale of the Notes will be used as described under “Use of Proceeds” in the accompanying Prospectus Supplement.

 

To provide a hedge to TMCC, an affiliate of RBC Capital Markets, LLC will enter into a swap agreement with TMCC. Under the swap agreement, TMCC will make floating rate payments linked to the London interbank offered rate in respect of a notional principal amount equal to the aggregate principal amount of the Notes during the

 

PS-3 

term of the Notes in exchange for receiving payments equal to interest due in respect of the Notes from the affiliate of RBC Capital Markets, LLC.

 

PS-4 

CLEARANCE AND SETTLEMENT

 

The Issuer expects that delivery of the Notes will be made against payment therefor on the Original Issue 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 Business Days, unless the parties to any such trade expressly agree otherwise. Accordingly, purchasers who wish to trade the Notes more than two Business Days prior to the Original Issue Date will be required to specify alternative settlement arrangements to prevent a failed settlement and should consult their own investment advisor.

 

LEGAL MATTERS

 

In the opinion of the Interim General Counsel of TMCC, when the Notes offered by this Pricing Supplement and the accompanying Prospectus Supplement 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 June 21, 2019 and filed as Exhibit 5.1 to TMCC’s Current Report on Form 8-K filed with the Securities and Exchange Commission on June 21, 2019.

 

PS-5