Filed Pursuant to Rule 424(b)(2)
Registration No. 333-265811
PROSPECTUS SUPPLEMENT
(To prospectus dated June 24, 2022)
TOYOTA MOTOR CORPORATION
(incorporated under the laws of Japan with limited liability)
U.S.$500,000,000 5.275% Senior Notes due 2026 (Sustainability Bonds)
U.S.$500,000,000 5.118% Senior Notes due 2028 (Sustainability Bonds)
U.S.$500,000,000 5.123% Senior Notes due 2033 (Sustainability Bonds)
Toyota Motor Corporation will issue an aggregate principal amount of U.S.$500,000,000 of senior notes due July 13, 2026,
or the 2026 notes, an aggregate principal amount of U.S.$500,000,000 of senior notes due July 13, 2028, or the 2028 notes, and an aggregate principal amount of U.S.$500,000,000 of senior notes due July 13, 2033, or the 2033 notes and,
together with the 2026 notes and the 2028 notes, the notes. The 2026 notes, the 2028 notes and the 2033 notes will bear interest commencing July 13, 2023, at an annual rate of 5.275%, 5.118% and 5.123%, respectively, payable semiannually in
arrears on January 13 and July 13 of each year, beginning on January 13, 2024.
We intend to allocate an
amount equal to the net proceeds from the issuance of the notes to new or existing Eligible Projects as defined under our Woven Planet Bond Framework, or the Framework. See Use of Proceeds.
The notes of each series may be redeemed at any time prior to maturity in the circumstances described under Description
of the NotesOptional Redemption below and as set forth under Description of Senior Debt SecuritiesOptional Tax Redemption in the accompanying prospectus. The notes will not be subject to any sinking fund. The notes will
be issued only in registered form in minimum denominations of U.S.$2,000 and integral multiples of U.S.$1,000 in excess thereof.
The notes will not be listed on any securities exchange.
Investing in the notes involves risks. You should carefully consider the risk factors set forth in Item 3. Key
Information3.D Risk Factors of our most recent annual report on Form 20-F filed with the U.S. Securities and Exchange Commission, or the SEC, and in the Risk Factors
section beginning on page S-14 of this prospectus supplement before making any decision to invest in the notes.
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Per 2026 note |
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Per 2028 note |
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Per 2033 note |
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Total |
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Public offering price(1) |
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100.000% |
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100.000% |
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100.000% |
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U.S.$ |
1,500,000,000 |
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Underwriting commissions(2) |
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0.150% |
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0.200% |
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0.275% |
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U.S.$ |
3,125,000 |
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Proceeds, before expenses(1) |
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99.850% |
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99.800% |
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99.725% |
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U.S.$ |
1,496,875,000 |
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(1) |
Plus accrued interest from July 13, 2023, if settlement occurs after that date. |
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(2) |
For additional underwriting compensation information, see Underwriting. |
Neither the SEC nor any state securities commission has approved or disapproved of these securities or passed upon the
adequacy or accuracy of this prospectus supplement or the accompanying prospectus. Any representation to the contrary is a criminal offense.
The notes of each series will be represented by one or more global certificates deposited with a custodian for, and registered
in the name of a nominee of, The Depository Trust Company, or DTC. Beneficial interests in these global certificates will be shown on, and transfers thereof will be effected through, records maintained by DTC and its direct and indirect
participants, including Euroclear Bank SA/NV, or Euroclear, and Clearstream Banking S.A., or Clearstream. Except as described in this prospectus supplement or the accompanying prospectus, notes in definitive certificated form will not be issued in
exchange for global certificates.
It is expected that the notes will be delivered in book-entry form only, through the
facilities of DTC and its participants, including Euroclear and Clearstream, on or about July 13, 2023.
Joint Lead
Managers and Joint Bookrunners
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J.P. Morgan |
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BofA Securities |
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Citigroup |
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Morgan Stanley |
Prospectus Supplement dated July 6, 2023