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

TOYOTA MOTORAnnouncement

21/11/2023 10:45

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RNS Number : 1376U  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
(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
(https://data.fca.org.uk/#/nsm/nationalstoragemechanism)

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