FWP 1 d807345dfwp.htm FREE WRITING PROSPECTUS FREE WRITING PROSPECTUS

Filed Pursuant to Rule 433
Registration No. 333-266555

Pricing Term Sheet

Senior Callable Fixed-to-Fixed Reset Rate Notes due 2030

 

Issuer:    Mizuho Financial Group, Inc. (the “Issuer”)
Expected Security Ratings:*    A1 (Moody’s) / A- (S&P)
Securities Offered:    Aggregate principal amount of U.S.$800,000,000 5.382% senior callable fixed-to-fixed reset rate notes due 2030
Issue Price:    100.000%
Maturity Date:    July 10, 2030
Treasury Benchmark:    5-year U.S. Treasury, 4.500% due May 31, 2029
Treasury Benchmark Price / Yield:    100-27 3/4 / 4.302%
Spread to Treasury Benchmark:    108 basis points
Reoffer Yield:    5.382%
Coupon:   

From and including July 10, 2024 to, but excluding, July 10, 2029 (the “Reset Date”), the Notes will bear interest at the fixed rate of 5.382% 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 1.08% (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 January 10 and July 10 of each year, starting on January 10, 2025
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:    June 27, 2024
Settlement Date:    July 10, 2024 (T+8)
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 July 10, 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.
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 J.P. Morgan Securities LLC
Joint Lead Managers:   

BofA Securities, Inc. and Goldman Sachs & Co. LLC

Senior Co-Managers:    Natixis Securities Americas LLC
Co-Managers:    BBVA Securities Inc., Daiwa Capital Markets America Inc., Danske Markets Inc., ING Financial Markets LLC, Lloyds Securities Inc., BNY Mellon Capital Markets, LLC, CIBC World Markets Corp., Citizens JMP Securities, LLC, Industrial and Commercial Bank of China Limited, Singapore Branch, KKR Capital Markets LLC, Shinhan Securities Co., Ltd, 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:    60687YDF3
ISIN:    US60687YDF34
Common Code:    285442567

*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 J.P. Morgan Securities LLC, at 1-212-834-4533.

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.$700,000,000 5.594% senior callable fixed-to-fixed reset rate notes due 2035
Issue Price:    100.000%
Maturity Date:    July 10, 2035
Treasury Benchmark:    10-year U.S. Treasury, 4.375% due May 15, 2034
Treasury Benchmark Price / Yield:    100-20+ / 4.294%
Spread to Treasury Benchmark:    130 basis points
Reoffer Yield:    5.594%
Coupon:   

From and including July 10, 2024 to, but excluding, July 10, 2034 (the “Reset Date”), the Notes will bear interest at the fixed rate of 5.594% 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 January 10 and July 10 of each year, starting on January 10, 2025
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:    June 27, 2024
Settlement Date:    July 10, 2024 (T+8)
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 July 10, 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 J.P. Morgan Securities LLC
Joint Lead Managers:   

BofA Securities, Inc. and Goldman Sachs & Co. LLC

Senior Co-Managers:   

Natixis Securities Americas LLC

Co-Managers:   

BBVA Securities Inc., Daiwa Capital Markets America Inc., Danske Markets Inc., ING Financial Markets LLC, Lloyds Securities Inc., BNY Mellon Capital Markets, LLC, CIBC World Markets Corp., Citizens JMP Securities, LLC, Industrial and Commercial Bank of China Limited, Singapore Branch, KKR Capital Markets LLC, Shinhan Securities Co., Ltd, 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:    60687YDG1
ISIN:    US60687YDG17
Common Code:    285442575

*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 J.P. Morgan Securities LLC, at 1-212-834-4533.

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.