TIDMFA16 TIDMZN68 TIDMVI42 TIDMOS73
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
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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