REG - Toyota Motor Credit Toyota Mtr Fin(Nthld Toyota Credit Canada Toyota Finance Aust. - Publication of Form 8-K

CitigroupAnnouncement

22/11/2022 10:45

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RNS Number : 2031H  Toyota Motor Credit Corp  22 November 2022

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 21 November 2022, 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 18 November 2022 (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 18 November 2022 (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 18 November 2022 (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 5
November 2021, which was extended on 4 November 2022 to 21 November 2022, the
Three Year Credit Agreement dated as of 5 November 2021 and the Five Year
Credit Agreement dated as of 5 November 2021.  Each of the 364 Day Credit
Agreement dated as of 5 November 2021, the Three Year Credit Agreement dated
as of 5 November 2021 and the Five Year Credit Agreement dated as of 5
November 2021, among TMF, TCCI, TFA, TMCC, TCPR, TFSUK and TKG, as Borrowers,
BNP Paribas, as Administrative Agent, and the other agents and lenders party
thereto, were all terminated on 18 November 2022.

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

http://www.rns-pdf.londonstockexchange.com/rns/2031H_1-2022-11-22.pdf
(http://www.rns-pdf.londonstockexchange.com/rns/2031H_1-2022-11-22.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
(https://data.fca.org.uk/#/nsm/nationalstoragemechanism)

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