date of the notes and 60 days after the date of the allotment of the notes. Any stabilization action or over-allotment must be conducted by the stabilizing manager (or persons acting on
behalf of the stabilizing manager) in accordance with all applicable laws and rules.
The underwriters also may impose a penalty bid. This
occurs when a particular underwriter repays to the other underwriter a portion of the underwriting discount received by it because the other underwriter has repurchased notes sold by or for the account of such underwriter in stabilizing or short
covering transactions.
These activities by the underwriters may stabilize, maintain or otherwise affect the market price of the notes. As
a result, the price of the notes may be higher than the price that otherwise might exist in the open market. If these activities are commenced, they may be discontinued by the underwriters at any time. These transactions may be effected in the
over-the-counter
market or otherwise.
It is expected that
delivery of the notes will be made to investors on or about October 18, 2018, which is the fourth Tokyo business day following the date of this prospectus supplement (such settlement being referred to as T+4). Under the E.U. Central
Securities Depositories Regulation, trades in the secondary market are required to settle in two London business days, unless the parties to any such trade expressly agree otherwise. Also, under
Rule 15c6-1
under the Exchange Act, trades in the secondary market are required to settle in two New York business days, unless the parties to any such trade expressly agree otherwise. Accordingly,
purchasers who wish to trade notes earlier than the second London business day, or the second New York business day, before October 18, 2018 will be required, by virtue of the fact that the notes initially will settle T+4, to specify an
alternative settlement cycle at the time of any such trade to prevent failed settlement, and so should consult their own advisors.
The
Parent Company estimates that its share of the total expenses of the offering of the notes, excluding underwriting discounts, will be approximately $250,000.
The Parent Company has agreed to indemnify the several underwriters against certain liabilities, including liabilities under the Securities
Act.
The underwriters and their respective affiliates are full service financial institutions engaged in various activities, including
securities trading, commercial and investment banking, financial advisory, investment management, investment research, principal investment, hedging, financing, market making, brokerage and other financial and
non-financial
activities and services. Certain of the underwriters and their respective affiliates have, from time to time, performed, and may in the future perform, various financial advisory and investment
banking services for the Company and for persons and entities with relationships with the Company, for which they received or will receive customary fees and expenses. An affiliate of Mizuho Securities USA LLC is the administrative agent, and
affiliates of a number of other underwriters are lenders, under an unsecured revolving credit facility agreement. In addition, the Company has agreements with affiliates of Mizuho Securities USA LLC and SMBC Nikko Securities America, Inc. to sell
the Companys products at their Japanese bank branches.
In the ordinary course of their various business activities, the
underwriters and their respective affiliates, officers, directors and employees may purchase, sell or hold a broad array of investments and actively trade debt and equity securities, derivatives, loans, commodities, currencies, credit default swaps
and other financial instruments for their own account and for the accounts of their customers, and such investment and securities activities may involve or relate to assets, securities and/or instruments of the Company (directly, as collateral
securing other obligations or otherwise) and/or persons and entities with relationships with the issuer.
If any of the underwriters or their affiliates have a lending relationship with us, certain
of those underwriters or their affiliates routinely hedge, and certain other of those underwriters may hedge, their credit exposure to us consistent with their customary risk management policies. Typically, these underwriters and their affiliates
would hedge such exposure by entering into transactions which consist of either the purchase of credit default swaps or the creation of short positions in our securities, including potentially the notes offered hereby. Any such credit
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