Attached files
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| EX-10.1 - EXHIBIT 10.1 - TOYOTA MOTOR CREDIT CORP | dp21419_ex1001.htm |
| EX-10.2 - EXHIBIT 10.2 - TOYOTA MOTOR CREDIT CORP | dp21419_ex1002.htm |
| EX-10.3 - EXHIBIT 10.3 - TOYOTA MOTOR CREDIT CORP | dp21419_ex1003.htm |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
March 1, 2011
TOYOTA MOTOR CREDIT CORPORATION
(Exact name of registrant as specified in its charter)
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California
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1-9961
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95-3775816
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(State or Other Jurisdiction of Incorporation)
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(Commission File Number)
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(IRS Employer Identification No.)
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19001 S. Western Avenue
Torrance, California 90501
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(Address of principal executive offices, including zip code)
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(310) 468-1310
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(Registrant's telephone number, including area code)
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Not Applicable
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(Former Name or Former Address, if Changed Since Last Report)
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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 1.01 Entry into a Material Definitive Agreement
364 Day Credit Agreement
Toyota Motor Credit Corporation (“TMCC”) entered into the following credit agreements:
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$5.0 billion 364-day syndicated credit facility pursuant to a 364 Day Credit Agreement, dated as of March 1, 2011 (the “364 Day Credit Agreement”), among TMCC, Toyota Credit de Puerto Rico Corp. (“TCPR”), Toyota Motor Finance (Netherlands) B.V. (“TMFNL”), Toyota Financial Services (UK) PLC (“TFS(UK)”), Toyota Leasing GMBH (“TLG”), Toyota Credit Canada Inc. (“TCCI”) and Toyota Kreditbank GMBH (“TKG”), as Borrowers, the lenders party thereto, and BNP Paribas, as Administrative Agent, Swing Line Agent and Swing Line Lender, BNP Paribas Securities Corp. (“BNPP Securities”), Citigroup Global Markets Inc. (“CGMI”), Merrill Lynch, Pierce, Fenner & Smith Incorporated (“MLPFS”) and The Bank of Tokyo-Mitsubishi UFJ, Ltd. (“BTMU”) as Joint Lead Arrangers and Joint Book Managers, Citibank, N.A. (“Citibank”) and Bank of America, N.A. (“Bank of America”), as Swing Line Lenders, and Citibank, Bank of America, and BTMU as Syndication Agents.
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$5.0 billion three year syndicated credit facility pursuant to a Three Year Credit Agreement, dated as of March 1, 2011 (the “Three Year Credit Agreement”), among TMCC, TCPR, TMFNL, TFS(UK), TLG, TCCI and TKG as Borrowers, the lenders party thereto, and BNP Paribas, as Administrative Agent, Swing Line Agent and Swing Line Lender, BNPP Securities, CGMI, MLPFS, and BTMU, as Joint Lead Arrangers and Joint Book Managers, Citibank, and Bank of America, as Swing Line Lenders, and Citibank, Bank of America, and BTMU as Syndication Agents.
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$3.0 billion five year syndicated credit facility pursuant to a Five Year Credit Agreement, dated as of March 1, 2011 (the “Five Year Credit Agreement and, collectively with the 364 Day Credit Agreement and the Three Year Credit Agreement, the “Credit Agreements”), among TMCC, TCPR, TMFNL, TFS(UK), TLG, TCCI and TKG as Borrowers, the lenders party thereto, and BNP Paribas, as Administrative Agent, Swing Line Agent and Swing Line Lender, BNPP Securities, CGMI, MLPFS, and BTMU, as Joint Lead Arrangers and Joint Book Managers, Citibank and Bank of America, as Swing Line Lenders, and Citibank, Bank of America and BTMU as Syndication Agents.
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TMCC may take advances under the each of the Credit Agreements subject to customary borrowing conditions. Under the Credit Agreements, TMCC is 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 TMCC, TMFNL, and TFS(UK) may make aggregate drawings not to exceed $5.0 billion, TCCI and TCPR may each make drawings not to exceed $1.0 billion, and TKG and TLG may each make drawings not to exceed $500 million. The aggregate amount of all drawings under the 364 Day Credit Agreement may not exceed the total commitment amount of $5 billion. In addition, the 364 Day Credit Agreement provides for a swingline sub-facility of up to $1 billion. The 364 Day Credit Agreement may be
used for general corporate purposes and was not drawn upon as of the date of this filing.
The Three Year Credit Agreement has a three year term, during which TMCC, TMFNL, and TFS(UK) may make aggregate drawings not to exceed $5.0 billion, TCCI and TCPR may each make drawings not to exceed $1.0 billion, and TKG and TLG may each make drawings not to exceed $500 million. The aggregate amount of all drawings under the Three Year Credit Agreement may not exceed the total commitment amount of $5 billion. In addition, the Three Year Credit Agreement provides for a swingline sub-facility of up to $1.0 billion. The Three Year Credit Agreement may be used for general corporate purposes and was not drawn upon as of the date of this filing.
The Five Year Credit Agreement has a five year term, during which TMCC, TMFNL, and TFS(UK) may make aggregate drawings not to exceed $3.0 billion, TCCI and TCPR may each make drawings not to exceed $600 million, and TKG and TLG may each make drawings not to exceed $300 million. The aggregate amount of all drawings under the Five Year Credit Agreement may not exceed the total commitment amount of $3 billion. In addition, the Five Year Credit Agreement provides for a swingline sub-facility of up to $750 million. The Five Year Credit Agreement may be used for general corporate purposes and was not drawn upon as of the date of this filing.
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 for which they will receive customary fees and expenses.
TCPR is a wholly-owned subsidiary of TMCC, and each of TMCC, TCPR, TMFNL, TFS(UK), TLG, TCCI 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 report of the terms and conditions of the 364 Day Credit Agreement, the Three Year Credit Agreement and the Five Year Credit Agreement are qualified in their entirety by reference to the full text of such agreements, which are filed as Exhibits 10.1, 10.2 and 10.3 hereto, respectively.
Item 1.02 Termination of a Material Definitive Agreement
The 364 Day Credit Agreement replaces the 364 Day Credit Agreement, dated as of March 3, 2010 (the “Prior 364 Day Credit Agreement”), among TMCC, TCPR, TMFNL, TFS(UK), TKG, TLG and TCCI, as Borrowers, BNP Paribas, as Administrative Agent, and the other agents and lenders party thereto, which terminated on March 1, 2011.
The Three Year Credit Agreement and the Five Year Credit Agreement replace the Five Year Credit Agreement, dated as of March 28, 2007 (the “Prior Five Year Credit Agreement”), among TMFNL, TMCC, TFS(UK), TKG, TCPR, TCCI and TLG, as Borrowers, Bank of America, as Administrative Agent, and the other agents and lenders party thereto, which terminated on March 1, 2011.
The descriptions set forth in this report of the terms and conditions of the Prior 364 Day Credit Agreement and the Prior Five Year Credit Agreement are qualified in their entirety by reference to the full text of such agreements, which are filed, respectively, as Exhibit 10.1 to TMCC’s Current Report on Form 8-K, dated March 3, 2010 and Exhibit 10.2 to TMCC’s Current Report on Form 8-K, dated March 28, 2007.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant
See descriptions of the 364 Day Credit Agreement, the Three Year Credit Agreement and Five Year Credit Agreement in Item 1.01 above.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
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Exhibit No.
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Description
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10.1
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364 Day Credit Agreement, dated as of March 1, 2011, among Toyota Motor Credit Corporation, (“TMCC”), Toyota Credit de Puerto Rico Corp. (“TCPR”), Toyota Motor Finance (Netherlands) B.V. (“TMFNL”), Toyota Financial Services (UK) PLC (“TFS(UK)”), Toyota Leasing GMBH (“TLG”), Toyota Credit Canada Inc. (“TCCI”) and Toyota Kreditbank GMBH (“TKG”), as Borrowers, each lender party thereto, and BNP Paribas, as Administrative Agent, Swing Line Agent and Swing Line Lender, BNP Paribas Securities Corp. (“BNPP Securities”), Citigroup Global Markets Inc. (“CGMI”), Merrill Lynch, Pierce, Fenner & Smith Incorporated (“MLPFS”) and The Bank of Tokyo-Mitsubishi UFJ, Ltd. (“BTMU”) as Joint Lead Arrangers and Joint Book Managers, Citibank, N.A. (“Citibank”) and Bank of America, N.A. (“Bank of America”), as Swing Line Lenders, and Citibank, Bank of America, and BTMU as Syndication Agents
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10.2
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Three Year Credit Agreement, dated as of March 1, 2011, among TMCC, TCPR, TMFNL, TFS(UK), TLG, TCCI and TKG as Borrowers, each lender party thereto, and BNP Paribas, as Administrative Agent, Swing Line Agent and Swing Line Lender, BNPP Securities, CGMI, MLPFS, and BTMU, as Joint Lead Arrangers and Joint Book Managers, Citibank and Bank of America, as Swing Line Lenders, and Citibank, Bank of America, and BTMU as Syndication Agents
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10.3
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Five Year Credit Agreement, dated as of March 1, 2011, among TMCC, TCPR, TMFNL, TFS(UK), TLG, TCCI and TKG as Borrowers, each lender party thereto, and BNP Paribas, as Administrative Agent, Swing Line Agent and Swing Line Lender, BNPP Securities, CGMI, MLPFS, and BTMU, as Joint Lead Arrangers and Joint Book Managers, Citibank and Bank of America, as Swing Line Lenders, Citibank, Bank of America, and BTMU as Syndication Agents
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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TOYOTA MOTOR CREDIT CORPORATION
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Date: March 2, 2011
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By:
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/s/ Chris Ballinger
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Chris Ballinger
Group Vice President and
Chief Financial Officer
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