| Filed pursuant to Rule 433 Registration Statement No. 333-273159 |
ORIX Corporation
US$500,000,000 Fixed Rate Senior Debt Securities Due 2035
| Issuer: | ORIX Corporation | |
| Expected Security Ratings:* |
Moody’s: A3 | |
| S&P: BBB+ | ||
| Fitch: A- | ||
| Issuer Ratings:* |
Moody’s: A3 (stable) | |
| S&P: BBB+ (stable) | ||
| Fitch: A- (stable) | ||
| Format: |
SEC Registered | |
| Security Type: |
Senior Debt Securities | |
| Ranking: |
Direct, unsecured and unsubordinated general obligations of the issuer | |
| Currency: |
USD | |
| Size: |
US$500,000,000 | |
| Coupon: |
5.400%, Fixed Rate | |
| Net Proceeds before Expenses: |
US$497,750,000 | |
| Trade Date: |
February 18, 2025 | |
| Settlement Date: |
February 25, 2025 (T+5) | |
| Maturity: |
February 25, 2035 | |
| Coupon Payment Dates: |
February 25 and August 25 of each year, beginning on August 25, 2025 | |
| Day Count Convention: |
30/360 (unadjusted) | |
| Pricing Benchmark: |
4.625% due February 15, 2035 | |
| Benchmark Spot (Price/Yield): |
100-19 / 4.550% | |
| Spread to Benchmark: |
T10+85bps | |
| Issue Price: |
100% of the principal amount | |
| Yield: |
5.400% | |
| Business Days: |
New York, Tokyo | |
| Minimum Denominations: |
US$2,000 and integral multiples of US$1,000 in excess thereof | |
| Listing: |
None | |
| Billing & Delivering: |
Goldman Sachs & Co. LLC | |
| Joint Bookrunners: |
Goldman Sachs & Co. LLC | |
| BofA Securities, Inc. | ||
| Citigroup Global Markets Inc. | ||
| J.P. Morgan Securities LLC | ||
| Morgan Stanley & Co. LLC | ||
| Co-Managers**: |
Australia and New Zealand Banking Group Limited | |
| BNP PARIBAS | ||
| Crédit Agricole Corporate and Investment Bank | ||
| Daiwa Capital Markets America Inc. | ||
| Deutsche Bank Securities Inc. | ||
| Mizuho Securities USA LLC | ||
| Nomura Securities International, Inc. | ||
| SMBC Nikko Securities America, Inc. | ||
| CUSIP: |
686329 AB9 | |
| ISIN: |
US686329AB98 | |
| * | Note: A security rating is not a recommendation to buy, sell or hold securities and may be subject to revision, suspension or withdrawal at any time by the assigning rating agencies. |
| ** | One or more of the underwriters may not be U.S.-registered broker-dealers. All sales of securities in the United States will be made by or through U.S.-registered broker-dealers, which may include affiliates of one or more of the underwriters. |
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 base prospectus) and a preliminary prospectus supplement (together with the base prospectus, the “prospectus”) with the U.S. Securities and Exchange Commission, or the SEC, for the offering to which this communication relates. Before you invest, you should read the prospectus and other documents the issuer has filed with the SEC for more complete information about the issuer and this offering. You may obtain 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, if you request it by calling Goldman Sachs & Co. LLC at 1-212-902-1171, BofA Securities, Inc. toll-free at 1-800-294-1322, Citigroup Global Markets Inc. toll-free at 1-800-831-9146, J.P. Morgan Securities LLC collect at 1-212-834-4533 (call collect) or Morgan Stanley & Co. LLC toll-free at 1-866-718-1649.
No PRIIPs KID - No PRIIPs key information document (KID) has been prepared as not available to retail in EEA or U.K. See “Prohibition of Sales to EEA Retail Investors” and “Prohibition of Sales to U.K. Retail Investors” in the prospectus.