Filed Pursuant to Rule 424(b)(2)
Registration No. 333-266555
PROSPECTUS SUPPLEMENT
(To prospectus dated August 5, 2022)
Mizuho Financial Group, Inc.
U.S.$750,000,000 5.376% Senior Callable Fixed-to-Fixed Reset
Rate Notes due 2030
U.S.$750,000,000 5.579% Senior Callable
Fixed-to-Fixed Reset Rate Notes due 2035
Mizuho Financial
Group, Inc., a joint stock corporation incorporated with limited liability under the laws of Japan (Mizuho Financial Group or the Issuer), will issue an aggregate principal amount of $750,000,000 of senior callable
fixed-to-fixed reset rate notes due May 26, 2030 (the 6-year Notes) and an aggregate principal amount of $750,000,000 of senior callable fixed-to-fixed reset rate notes due May 26, 2035 (the 11-year Notes and,
together with the 6-year Notes, the Notes, or the Fixed-to-Fixed Reset Rate Notes).
The 6-year Notes will bear interest (i) from (and including) February 26, 2024 to (but excluding) May 26, 2029 (the 6-year
Notes Reset Date), at the fixed rate of 5.376% per annum, payable semi-annually in arrears on May 26 and November 26 of each year, with the first interest payment to be made on May 26, 2024 (there will therefore be a short first
coupon on the 6-year Notes), and (ii) from (and including) the 6-year Notes Reset Date to (but excluding) the maturity date, at a fixed per annum rate equal to the applicable U.S. Treasury Rate (as defined below) as determined by the
Calculation Agent (as defined below) on the 6-year Notes Reset Determination Date (as defined below) as described under Description of the NotesFixed-to-Fixed Reset Rate NotesDetermination of the U.S. Treasury Rate, plus
1.12%, payable semi-annually in arrears on November 26, 2029 and May 26, 2030. The 6-year Notes will mature on May 26, 2030.
The 11-year Notes will bear interest (i) from (and including) February 26, 2024 to (but excluding) May 26, 2034 (the
11-year Notes Reset Date), at the fixed rate of 5.579% per annum, payable semi-annually in arrears on May 26 and November 26 of each year, with the first interest payment to be made on May 26, 2024 (there will therefore be
a short first coupon on the 11-year Notes), and (ii) from (and including) the 11-year Notes Reset Date to (but excluding) the maturity date, at a fixed per annum rate equal to the applicable U.S. Treasury Rate as determined by the Calculation
Agent on the 11-year Notes Reset Determination Date (as defined below) as described under Description of the NotesFixed-to-Fixed Reset Rate NotesDetermination of the U.S. Treasury Rate, plus 1.30%, payable semi-annually in
arrears on November 26, 2034 and May 26, 2035. The 11-year Notes will mature on May 26, 2035.
Mizuho Financial Group may
redeem, at its option, each series of the Notes, in whole, but not in part, on the date that is one year prior to the maturity date of such series of Notes, at the applicable redemption price, subject to certain conditions. See Description of
NotesOptional Redemption. In addition, Mizuho Financial Group may at its option redeem the Notes of each series, in whole, but not in part, upon the occurrence of certain changes in Japanese tax law, subject to certain conditions. See
Description of the NotesOptional Tax Redemption. Each series of the Notes will not be subject to any sinking fund. The Notes will be represented by one or more global notes deposited with a custodian for and registered in the name
of a nominee of The Depository Trust Company (DTC), as depositary. Beneficial interests in the Notes will be shown on, and transfers thereof will be effected only through, records maintained by DTC and its direct and indirect
participants, including Euroclear Bank SA/NV (Euroclear), and Clearstream Banking S.A. (Clearstream). The Notes will be issued only in registered form in minimum denominations of $200,000 and integral multiples of $1,000 in
excess thereof.
The net proceeds from the issuance and sale of each series of the Notes will be used to make a loan to Mizuho Bank (as
defined below), which intends to utilize such funds for its general corporate purposes. See Use of Proceeds.
Each series of the
Notes is intended to qualify as external total loss-absorbing capacity (TLAC) debt under the Japanese TLAC Standard (as defined below). The Notes will be Mizuho Financial Groups direct, unconditional, unsubordinated and unsecured
obligations and rank pari passu and without preference among themselves and with all other unsecured obligations, other than subordinated obligations of Mizuho Financial Group (except for statutorily preferred exceptions) from time to time
outstanding. See also Risk FactorsRisks Relating to the NotesThe Notes will be structurally subordinated to the liabilities of our subsidiaries, including Mizuho Bank and Mizuho Trust & Banking.
We have made an application to the Luxembourg Stock Exchange to list the Notes on the official list of the Luxembourg Stock Exchange and for
such Notes to be admitted to trading on the Luxembourg Stock Exchanges Euro MTF Market. The Luxembourg Stock Exchanges Euro MTF Market is not a regulated market for the purposes of Directive 2014/65/EU (MiFID II) or
Regulation (EU) No 600/2014 as it forms part of domestic law in the United Kingdom (as amended, UK MiFIR). This prospectus supplement with the accompanying prospectus constitutes the listing prospectus for purposes of Part IV of the
Luxembourg law on prospectuses for securities dated July 16, 2019. This prospectus supplement and the accompanying prospectus do not constitute a prospectus for the purposes of Regulation (EU) 2017/1129 or such regulation as it forms part of
domestic law in the United Kingdom by virtue of the European Union (Withdrawal) Act 2018 (as amended, the EUWA).
Investing in the Notes involves risks. You should carefully consider the risk factors set forth in Item 3.D. Key InformationRisk Factors of our most recent annual report on Form 20-F filed with the U.S. Securities and Exchange Commission (the SEC), and in the Risk Factors section beginning on
page S-8 of this prospectus supplement before making any decision to invest in the Notes.
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Per 6-year Note |
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Per 11-year 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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$ |
1,500,000,000 |
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Underwriting commission |
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0.350 |
% |
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0.450 |
% |
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$ |
6,000,000 |
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Proceeds, before expenses, to us(1) |
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99.650 |
% |
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99.550 |
% |
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$ |
1,494,000,000 |
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(1) |
Plus accrued interest from February 26, 2024, if settlement occurs after that date. |
Neither the SEC nor any state securities commission has approved or disapproved of
the Notes 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 offered by this prospectus supplement and the accompanying prospectus are being offered by the underwriters, subject to prior sale,
withdrawal, cancellation or modification of the offer without notice, to delivery to and acceptance by the underwriters and to certain further conditions. It is expected that the Notes will be delivered in book-entry form only, on or about
February 26, 2024, through the facilities of DTC and its participants, including Euroclear and Clearstream.
Joint Lead
Managers and Joint Bookrunners
Joint Lead Managers
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Citigroup |
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Goldman Sachs & Co. LLC |
Senior Co-Managers
Co-Managers
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Daiwa Capital Markets |
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Danske Markets |
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Lloyds Securities |
BNY Mellon Capital Markets, LLC |
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CIBC Capital Markets |
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Citizens Capital Markets |
Bank of Ireland |
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KKR |
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TD Securities |
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Academy Securities |
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AmeriVet Securities |
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CastleOak Securities, L.P. |
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Drexel Hamilton |
Great Pacific Securities |
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Loop Capital Markets |
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Mischler Financial Group, Inc. |
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R. Seelaus & Co., LLC |
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Ramirez & Co., Inc. |
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Siebert Williams Shank |
The date of this prospectus supplement is February 20, 2024.