Free Writing Prospectus - Filing Under Securities Act Rules 163/433 (fwp)
July 07 2021 - 6:10AM
Edgar (US Regulatory)
Filed Pursuant to Rule 433
Registration No. 333-233354
Pricing Term Sheet
Senior Callable Fixed-to-Fixed Reset Rate Notes due 2027
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Issuer:
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Mizuho Financial Group, Inc. (the Issuer)
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Expected Security Ratings:*
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A1 (Moodys) / A- (S&P)
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Securities Offered:
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Aggregate principal amount of U.S.$1,100,000,000 1.554% senior callable fixed-to-fixed reset rate notes due 2027
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Issue Price:
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100.000%
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Maturity Date:
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July 9, 2027
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Treasury Benchmark:
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5-year U.S. Treasury, 0.875% due June 30, 2026
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Treasury Benchmark Price / Yield:
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100.11 / 0.804%
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Spread to Treasury Benchmark:
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75 basis points
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Reoffer Yield:
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1.554%
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Coupon:
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From and including July 9, 2021 to, but excluding, July 9, 2026 (the Reset Date), the Notes will bear interest at the
fixed rate of 1.554% per annum.
From and including the Reset Date to, but excluding,
the Maturity Date, the Notes will bear interest at a fixed per annum rate equal to the applicable U.S. Treasury Rate (as defined in the preliminary prospectus supplement) as determined by The Bank of New York Mellon as calculation agent on the
second Business Day (as defined below) immediately preceding the Reset Date, plus 0.75% (the Reset Fixed Rate).
The determination of the applicable U.S. Treasury Rate and the Reset Fixed Rate is subject to the provisions set forth under Description of the
NotesReset Fixed Rate Period in the preliminary prospectus supplement.
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Interest Payment Dates:
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Semi-annually in arrears on January 9 and July 9 of each year, starting on January 9, 2022
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Day Count:
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30/360
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Ranking:
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Direct, unconditional, unsubordinated and unsecured obligations of the Issuer and rank pari passu and without preference among themselves and with all other unsecured obligations, other than subordinated obligations of the
Issuer (except for statutorily preferred exceptions) from time to time outstanding.
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Trade Date:
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July 6, 2021
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Settlement Date:
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July 9, 2021 (T+3)
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Business Days:
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New York and Tokyo
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Minimum Denomination:
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U.S.$200,000 or integral multiples of U.S.$1,000 in excess thereof.
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Optional Redemption:
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The Issuer may redeem the Notes, at its option, in whole, but not in part, on July 9, 2026, upon not less than 15 nor more than 60 days prior notice, at a redemption price equal to the sum of 100% of the principal amount
of the notes being redeemed plus accrued and unpaid interest thereon to, but excluding, the date of redemption.
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Listing:
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Singapore Exchange Securities Trading Limited
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Billing and Delivering:
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Mizuho Securities USA LLC
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Joint Lead Managers and
Joint Bookrunners:
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Mizuho Securities USA LLC, J.P. Morgan Securities LLC, Citigroup Global Markets Inc.
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Joint Lead Manager:
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BofA Securities, Inc.
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Senior Co-Managers:
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ING Financial Markets LLC, Natixis Securities Americas LLC
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Co-Managers:
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Daiwa Capital Markets America Inc., Academy Securities, Inc., BBVA Securities Inc., BNY Mellon Capital Markets, LLC, CastleOak Securities, L.P., CIBC World Markets Corp., Citizens Capital Markets, Inc., Crédit Agricole
Corporate and Investment Bank, The Governor and Company of the Bank of Ireland, Industrial and Commercial Bank of China (Asia) Limited, KKR Capital Markets LLC, Loop Capital Markets LLC, R. Seelaus & Co., LLC, Samuel A. Ramirez &
Company, Inc., Santander Investment Securities Inc., Siebert Williams Shank & Co., LLC, TD Securities (USA) LLC, UBS Securities LLC, Wells Fargo Securities, LLC
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CUSIP:
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60687Y BS7
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ISIN:
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US60687YBS72
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Common Code:
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236393534
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*Note: A security rating is not a recommendation to buy, sell or hold securities and may be subject to suspension, revision
or withdrawal at any time by the assigning rating agencies.
This communication is intended for the sole use of the person to whom it is provided
by us. This communication does not constitute an offer to sell or the solicitation of an offer to buy any securities in any jurisdiction to any person to whom it is unlawful to make such offer or solicitation in such jurisdiction.
The Issuer has filed a registration statement (including a prospectus) and a preliminary prospectus supplement with the SEC for the offering to which this
communication relates. Before you invest, you should read the prospectus in that registration statement, the preliminary prospectus supplement and other documents the Issuer has filed with the SEC and which are incorporated by reference therein for
more complete information about the Issuer and this offering. You may get these documents for free by visiting EDGAR on the SEC Web site at www.sec.gov. Alternatively, the Issuer, any underwriter or any dealer participating in the offering
will arrange to send you the prospectus and the preliminary prospectus supplement if you request it by calling Mizuho Securities USA LLC, toll free at
1-866-271-7403, J.P. Morgan Securities LLC, at 1-212-834-4533 or Citigroup Global Markets Inc., toll free at 1-800-831-9146.
Pricing Term Sheet
Senior Callable Fixed-to-Fixed Reset Rate Notes due 2032
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Issuer:
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Mizuho Financial Group, Inc. (the Issuer)
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Expected Security Ratings:*
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A1 (Moodys) / A- (S&P)
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Securities Offered:
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Aggregate principal amount of U.S.$650,000,000 2.260% senior callable fixed-to-fixed reset rate notes due 2032
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Issue Price:
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100.000%
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Maturity Date:
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July 9, 2032
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Treasury Benchmark:
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10-year U.S. Treasury, 1.625% due May 15, 2031
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Treasury Benchmark Price / Yield:
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102.14 / 1.360%
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Spread to Treasury Benchmark:
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90 basis points
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Reoffer Yield:
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2.260%
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Coupon:
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From and including July 9, 2021 to, but excluding, July 9, 2031 (the Reset Date), the Notes will bear interest at the
fixed rate of 2.260% per annum.
From and including the Reset Date to, but excluding,
the Maturity Date, the Notes will bear interest at a fixed per annum rate equal to the applicable U.S. Treasury Rate (as defined in the preliminary prospectus supplement) as determined by The Bank of New York Mellon as calculation agent on the
second Business Day (as defined below) immediately preceding the Reset Date, plus 0.90% (the Reset Fixed Rate).
The determination of the applicable U.S. Treasury Rate and the Reset Fixed Rate is subject to the provisions set forth under Description of the
NotesReset Fixed Rate Period in the preliminary prospectus supplement.
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|
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Interest Payment Dates:
|
|
Semi-annually in arrears on January 9 and July 9 of each year, starting on January 9, 2022
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|
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Day Count:
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30/360
|
|
|
Ranking:
|
|
Direct, unconditional, unsubordinated and unsecured obligations of the Issuer and rank pari passu and without preference among themselves and with all other unsecured obligations, other than subordinated obligations of the
Issuer (except for statutorily preferred exceptions) from time to time outstanding.
|
|
|
Trade Date:
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|
July 6, 2021
|
|
|
Settlement Date:
|
|
July 9, 2021 (T+3)
|
|
|
Business Days:
|
|
New York and Tokyo
|
|
|
|
Minimum Denomination:
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|
U.S.$200,000 or integral multiples of U.S.$1,000 in excess thereof.
|
|
|
Optional Redemption:
|
|
The Issuer may redeem the Notes, at its option, in whole, but not in part, on July 9, 2031, upon not less than 15 nor more than 60 days prior notice, at a redemption price equal to the sum of 100% of the principal amount
of the notes being redeemed plus accrued and unpaid interest thereon to, but excluding, the date of redemption.
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Listing:
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Singapore Exchange Securities Trading Limited
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|
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Billing and Delivering:
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|
Mizuho Securities USA LLC
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|
|
Joint Lead Managers and
Joint Bookrunners:
|
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Mizuho Securities USA LLC, J.P. Morgan Securities LLC, Citigroup Global Markets Inc.
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|
|
Joint Lead Manager:
|
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BofA Securities, Inc.
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|
|
Senior Co-Managers:
|
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ING Financial Markets LLC, Natixis Securities Americas LLC
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|
|
Co-Managers:
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Daiwa Capital Markets America Inc., Academy Securities, Inc., BBVA Securities Inc., BNY Mellon Capital Markets, LLC, CastleOak Securities, L.P., CIBC World Markets Corp., Citizens Capital Markets, Inc., Crédit Agricole
Corporate and Investment Bank, The Governor and Company of the Bank of Ireland, Industrial and Commercial Bank of China (Asia) Limited, KKR Capital Markets LLC, Loop Capital Markets LLC, R. Seelaus & Co., LLC, Samuel A. Ramirez &
Company, Inc., Santander Investment Securities Inc., Siebert Williams Shank & Co., LLC, TD Securities (USA) LLC, UBS Securities LLC, Wells Fargo Securities, LLC
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CUSIP:
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60687Y BT5
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ISIN:
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US60687YBT55
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Common Code:
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236393941
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*Note: A security rating is not a recommendation to buy, sell or hold securities and may be subject to suspension, revision
or withdrawal at any time by the assigning rating agencies.
This communication is intended for the sole use of the person to whom it is provided
by us. This communication does not constitute an offer to sell or the solicitation of an offer to buy any securities in any jurisdiction to any person to whom it is unlawful to make such offer or solicitation in such jurisdiction.
The Issuer has filed a registration statement (including a prospectus) and a preliminary prospectus supplement with the SEC for the offering to which this
communication relates. Before you invest, you should read the prospectus in that registration statement, the preliminary prospectus supplement and other documents the Issuer has filed with the SEC and which are incorporated by reference therein for
more complete information about the Issuer and this offering. You may get these documents for free by visiting EDGAR on the SEC Web site at www.sec.gov. Alternatively, the Issuer, any underwriter or any dealer participating in the offering
will arrange to send you the prospectus and the preliminary prospectus supplement if you request it by calling Mizuho Securities USA LLC, toll free at
1-866-271-7403, J.P. Morgan Securities LLC, at 1-212-834-4533 or Citigroup Global Markets Inc., toll free at 1-800-831-9146.
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