The information in this preliminary prospectus supplement and the accompanying prospectus is not complete and may be changed. This preliminary prospectus supplement and the accompanying prospectus are not an offer to sell these securities, nor are they soliciting an offer to buy these securities, in any jurisdiction where the offer or sale is not permitted.
Filed Pursuant to Rule 424(b)(5)
Registration No. 333-265811
SUBJECT TO COMPLETION, DATED JULY 6, 2023
PRELIMINARY PROSPECTUS SUPPLEMENT
(To prospectus dated June 24, 2022)
TOYOTA MOTOR CORPORATION
(incorporated under the laws of Japan with limited liability)
U.S.$ % Senior Notes due 20 (Sustainability Bonds)
U.S.$ % Senior Notes due 20 (Sustainability Bonds)
U.S.$ % Senior Notes due 20 (Sustainability Bonds)
Toyota Motor Corporation will issue an aggregate principal amount of U.S.$ of senior notes due , 20 , or the 20 notes, an aggregate principal amount of U.S.$ of senior notes due , 20 , or the 20 notes, and an aggregate principal amount of U.S.$ of senior notes due , 20 , or the 20 notes and, together with the 20 notes and the 20 notes, the notes. The 20 notes, the 20 notes and the 20 notes will bear interest commencing , 2023, at an annual rate of %, % and %, respectively, payable semiannually in arrears on and of each year, beginning on , 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 Notes—Optional Redemption” below and as set forth under “Description of Senior Debt Securities—Optional 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.$1,000 in excess thereof.
The notes will not be listed on any securities exchange.
Investing in the notes involves risks. You should carefully consider the risk factors set forth in “Item 3. Key Information—3.D Risk Factors” of our most recent annual report on Form 20-F filed with the U.S. Securities and Exchange Commission, or the SEC, and in the “Risk Factors ” section beginning on page S-14 of this prospectus supplement before making any decision to invest in the notes.
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| | Per 20 note | | | Per 20 note | | | Per 20 note | | | Total | |
Public offering price(1) | | | | % | | | | % | | | | % | | U.S.$ | | |
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Underwriting commissions(2) | | | | % | | | | % | | | | % | | U.S.$ | | |
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Proceeds, before expenses(1) | | | | % | | | | % | | | | % | | U.S.$ | | |
| (1) | Plus accrued interest from , 2023, if settlement occurs after that date. |
| (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 , 2023.
Joint Lead Managers and Joint Bookrunners
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J.P. Morgan | | BofA Securities | | Citigroup | | Morgan Stanley |
Prospectus Supplement dated , 2023