Form FWP - Filing under Securities Act Rules 163/433 of free writing prospectuses
February 21 2024 - 5:05AM
Edgar (US Regulatory)
Filed Pursuant to Rule 433
Registration No. 333-266555
Pricing Term Sheet
Senior Callable Fixed-to-Fixed Reset Rate Notes due 2030
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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 (Moody’s) / A- (S&P) |
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| Securities Offered: |
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Aggregate principal amount of U.S.$750,000,000 5.376% senior callable fixed-to-fixed reset rate notes due 2030 |
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| Issue Price: |
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100.000% |
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| Maturity Date: |
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May 26, 2030 |
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| Treasury Benchmark: |
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5-year U.S. Treasury, 4.000% due January 31, 2029 |
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| Treasury Benchmark Price / Yield: |
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98-27 3/4 / 4.256% |
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| Spread to Treasury Benchmark: |
|
112 basis points |
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| Reoffer Yield: |
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5.376% |
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| Coupon: |
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From and including February 26, 2024 to, but excluding, May 26, 2029 (the “Reset Date”), the Notes will bear interest at
the fixed rate of 5.376% 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 1.12% (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 Notes—Fixed-to-Fixed Reset Rate Notes—Reset Fixed Rate Period” in the preliminary prospectus supplement. |
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| Interest Payment Dates: |
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Semi-annually in arrears on May 26 and November 26 of each year, starting on May 26, 2024 (short first coupon) |
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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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February 20, 2024 |
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| Settlement Date: |
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February 26, 2024 (T+4) |
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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 May 26, 2029, 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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| Use of Proceeds: |
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The Issuer intends to use the net proceeds of the offering to make a loan that is intended to qualify as internal TLAC under the Japanese TLAC Standard to Mizuho Bank, Ltd. (“Mizuho Bank”), and Mizuho Bank intends to
utilize such funds for its general corporate purposes. |
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| Listing: |
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Luxembourg Stock Exchange’s Euro MTF Market |
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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 and BofA Securities, Inc. |
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| Joint Lead Managers: |
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Citigroup Global Markets Inc. and Goldman Sachs & Co. LLC |
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| Senior Co-Managers: |
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Natixis Securities Americas LLC and ING Financial Markets LLC |
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| Co-Managers: |
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Daiwa Capital Markets America Inc., Danske Markets Inc., Lloyds Securities Inc., BNY Mellon Capital Markets, LLC, CIBC World Markets Corp., Citizens JMP Securities, LLC, The Governor and Company of the Bank of Ireland, KKR Capital
Markets LLC, TD Securities (USA) LLC, Academy Securities, Inc., AmeriVet Securities, Inc., CastleOak Securities, L.P., Drexel Hamilton, LLC, Great Pacific Securities, Loop Capital Markets LLC, Mischler Financial Group, Inc., R. Seelaus & Co.,
LLC, Samuel A. Ramirez & Company, Inc. and Siebert Williams Shank & Co., LLC |
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| CUSIP: |
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60687Y DD8 |
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| ISIN: |
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US60687YDD85 |
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| Common Code: |
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276665430 |
*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 or
BofA Securities, Inc., at 1-800-294-1322.
No EEA or UK PRIIPs KID – No EEA or UK PRIIPs key information document (KID) has been prepared as not available to retail in EEA or the UK. See
“Prohibition of Sales to EEA Retail Investors” and “Prohibition of Sales to UK Retail Investors” in the preliminary prospectus supplement.
Pricing Term Sheet
Senior Callable Fixed-to-Fixed Reset Rate Notes due 2035
|
|
|
| Issuer: |
|
Mizuho Financial Group, Inc. (the “Issuer”) |
|
|
| Expected Security Ratings:* |
|
A1 (Moody’s) / A- (S&P) |
|
|
| Securities Offered: |
|
Aggregate principal amount of U.S.$750,000,000 5.579% senior callable fixed-to-fixed reset rate notes due 2035 |
|
|
| Issue Price: |
|
100.000% |
|
|
| Maturity Date: |
|
May 26, 2035 |
|
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| Treasury Benchmark: |
|
10-year U.S. Treasury, 4.000% due February 15, 2034 |
|
|
| Treasury Benchmark Price / Yield: |
|
97-24 / 4.279% |
|
|
| Spread to Treasury Benchmark: |
|
130 basis points |
|
|
| Reoffer Yield: |
|
5.579% |
|
|
| Coupon: |
|
From and including February 26, 2024 to, but excluding, May 26, 2034 (the “Reset Date”), the Notes will bear interest at
the fixed rate of 5.579% 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 1.30% (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 Notes—Fixed-to-Fixed Reset Rate Notes—Reset Fixed Rate Period” in the preliminary prospectus supplement. |
|
|
| Interest Payment Dates: |
|
Semi-annually in arrears on May 26 and November 26 of each year, starting on May 26, 2024 (short first coupon) |
|
|
| Day Count: |
|
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: |
|
February 20, 2024 |
|
|
| Settlement Date: |
|
February 26, 2024 (T+4) |
|
|
| Business Days: |
|
New York and Tokyo |
|
|
| Minimum Denomination: |
|
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 May 26, 2034, 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. |
|
|
| Use of Proceeds: |
|
The Issuer intends to use the net proceeds of the offering to make a loan that is intended to qualify as internal TLAC under the Japanese TLAC Standard to Mizuho Bank, Ltd. (“Mizuho Bank”), and Mizuho Bank intends to
utilize such funds for its general corporate purposes. |
|
|
| Listing: |
|
Luxembourg Stock Exchange’s Euro MTF Market |
|
|
| Billing and Delivering: |
|
Mizuho Securities USA LLC |
|
|
Joint Lead Managers and
Joint Bookrunners: |
|
Mizuho Securities USA LLC and BofA Securities, Inc. |
|
|
| Joint Lead Managers: |
|
Citigroup Global Markets Inc. and Goldman Sachs & Co. LLC |
|
|
| Senior Co-Managers: |
|
Natixis Securities Americas LLC and ING Financial Markets LLC |
|
|
| Co-Managers: |
|
Daiwa Capital Markets America Inc., Danske Markets Inc., Lloyds Securities Inc., BNY Mellon Capital Markets, LLC, CIBC World Markets Corp., Citizens JMP Securities, LLC, The Governor and Company of the Bank of Ireland, KKR Capital
Markets LLC, TD Securities (USA) LLC, Academy Securities, Inc., AmeriVet Securities, Inc., CastleOak Securities, L.P., Drexel Hamilton, LLC, Great Pacific Securities, Loop Capital Markets LLC, Mischler Financial Group, Inc., R. Seelaus & Co.,
LLC, Samuel A. Ramirez & Company, Inc. and Siebert Williams Shank & Co., LLC |
|
|
| CUSIP: |
|
60687Y DE6 |
|
|
| ISIN: |
|
US60687YDE68 |
|
|
| Common Code: |
|
276665502 |
*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 or BofA Securities, Inc., at 1-800-294-1322.
No EEA or UK PRIIPs KID – No EEA or UK PRIIPs key information document (KID)
has been prepared as not available to retail in EEA or the UK. See “Prohibition of Sales to EEA Retail Investors” and “Prohibition of Sales to UK Retail Investors” in the preliminary prospectus supplement.
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