Publication of Form 8-K

Toyota Motor Credit Corp

21 November 2023

 

Toyota Motor Finance (Netherlands) B.V.

Toyota Credit Canada Inc.

Toyota Finance Australia Limited (ABN 48 002 435 181)

Toyota Motor Credit Corporation

Toyota Motor Credit Corporation's Publication of Form 8-K - Entry into a Material Definitive Agreement

On 20 November 2023, Toyota Motor Credit Corporation ("TMCC") filed its Current Report on Form 8-K (the "Form 8-K") with the Securities and Exchange Commission to report that TMCC, together with Toyota Motor Finance (Netherlands) B.V. ("TMF"), Toyota Credit Canada Inc. ("TCCI"), Toyota Finance Australia Limited ("TFA"), entered into a $5,000,000,000 364-day syndicated credit facility pursuant to a 364 Day Credit Agreement, dated as of 17 November 2023 (the "364 Day Credit Agreement"), a $5,000,000,000 three year syndicated credit facility pursuant to a Three Year Credit Agreement, dated as of 17 November 2023 (the "Three Year Credit Agreement") and a $5,000,000,000 five year syndicated credit facility pursuant to a Five Year Credit Agreement, dated as of 17 November 2023 (the "Five Year Credit Agreement", and together with the 364 Day Credit Agreement and the Three Year Credit Agreement, the "Credit Agreements") and each of the Credit Agreements is among TMF, TCCI, TFA, TMCC, Toyota Credit de Puerto Rico Corp. ("TCPR"), Toyota Financial Services (UK) PLC ("TFSUK") and Toyota Kreditbank GmbH ("TKG"), as Borrowers, each lender from time to time party thereto, BNP Paribas, as Administrative Agent, Swing Line Agent and Swing Line Lender, BNP Paribas Securities Corp., BofA Securities, Inc., Citibank, N.A., JPMorgan Chase Bank, N.A., and MUFG Bank, Ltd., as Joint Lead Arrangers and Joint Book Managers, Citibank, N.A., Bank of America, N.A. and JPMorgan Chase Bank, N.A. as Syndication Agents and Swing Line Lenders and MUFG Bank, Ltd. as a Syndication Agent.  TMF, TCCI, TFA and TMCC may borrow funds under each of the Credit Agreements, subject to customary borrowing conditions.  Under the Credit Agreements, TMF, TCCI, TFA and TMCC are each subject to certain covenants customary in a transaction of this nature, including negative pledge provisions and limitations on consolidations, mergers and sales of assets.

The 364 Day Credit Agreement has a 364 day term, during which TMF, TMCC and TFSUK may make aggregate drawings not to exceed $5,000,000,000, TCCI may make drawings not to exceed $866,800,000, TCPR may make drawings not to exceed $333,400,000, TKG may make drawings not to exceed $500,000,000, and TFA may make drawings not to exceed $1,000,200,000.  The aggregate amount of all drawings under the 364 Day Credit Agreement may not exceed the total commitment amount of $5,000,000,000.  In addition, but also under the total commitment amount of $5,000,000,000, the 364 Day Credit Agreement provides for a swingline sub-facility of up to $1,250,000,000, of which $333,400,000 will be available to TFA.  The 364 Day Credit Agreement may be used for general corporate purposes and was not drawn upon as of the date of this announcement.

The Three Year Credit Agreement has a three year term, during which TMF, TMCC and TFSUK may make aggregate drawings not to exceed $5,000,000,000, TCCI may make drawings not to exceed $866,600,000, TCPR may make drawings not to exceed $333,300,000, TKG may make drawings not to exceed $500,000,000, and TFA may make drawings not to exceed $999,900,000.  The aggregate amount of all drawings under the Three Year Credit Agreement may not exceed the total commitment amount of $5,000,000,000.  In addition, but also under the total commitment amount of $5,000,000,000, the Three Year Credit Agreement provides for a swingline sub-facility of up to $1,250,000,000, of which $333,300,000 will be available to TFA.  The Three Year Credit Agreement may be used for general corporate purposes and was not drawn upon as of the date of this announcement.

The Five Year Credit Agreement has a five year term, during which TMF, TMCC and TFSUK may make aggregate drawings not to exceed $5,000,000,000, TCCI may make drawings not to exceed $866,600,000, TCPR may make drawings not to exceed $333,300,000, TKG may make drawings not to exceed $500,000,000, and TFA may make drawings not to exceed $999,900,000.  The aggregate amount of all drawings under the Five Year Credit Agreement may not exceed the total commitment amount of $5,000,000,000.  In addition, but also under the total commitment amount of $5,000,000,000, the Five Year Credit Agreement provides for a swingline sub-facility of up to $1,250,000,000, of which $333,300,000 will be available to TFA.  The Five Year Credit Agreement may be used for general corporate purposes and was not drawn upon as of the date of this announcement.

Certain of the lenders participating in the Credit Agreements and their affiliates have in the past and may in the future engage in financing, securities, derivative, commercial banking and investment banking transactions with TMCC and its affiliates, TMF, TCCI and TFA for which they will receive customary fees and expenses.

TCPR is a wholly-owned subsidiary of TMCC, and each of TMF, TCCI, TFA, TMCC, TCPR, TFSUK and TKG, the borrowers under the Credit Agreements, is a direct or indirect subsidiary of Toyota Financial Services Corporation, a Japanese corporation, which is itself a subsidiary of Toyota Motor Corporation.  The descriptions set forth in this announcement of the terms and conditions of each of the Credit Agreements are qualified in their entirety by reference to the full text of such agreements, which were filed, respectively, as Exhibits 10.1, 10.2 and 10.3 and incorporated by reference in the Form 8-K filing. 

The 364 Day Credit Agreement, the Three Year Credit Agreement and the Five Year Credit Agreement have replaced the 364 Day Credit Agreement dated as of 18 November 2022, the Three Year Credit Agreement dated as of 18 November 2022 and the Five Year Credit Agreement dated as of 18 November 2022.  Each of the 364 Day Credit Agreement dated as of 18 November 2022, the Three Year Credit Agreement dated as of 18 November 2022 and the Five Year Credit Agreement dated as of 18 November 2022, among TMF, TCCI, TFA, TMCC, TCPR, TFSUK and TKG, as Borrowers, BNP Paribas, as Administrative Agent, and the other agents and lenders party thereto, terminated or were terminated on 17 November 2023.

To view the Form 8-K, please click on the link below.

http://www.rns-pdf.londonstockexchange.com/rns/1376U_1-2023-11-21.pdf

A copy of the Form 8-K will be submitted to the National Storage Mechanism and will be available shortly at: https://data.fca.org.uk/#/nsm/nationalstoragemechanism

 

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