FWP 1 d910875dfwp.htm FREE WRITING PROSPECTUS FREE WRITING PROSPECTUS

Issuer Free Writing Prospectus

Filed by Nomura Holdings, Inc.

Pursuant to Rule 433

Registration Statement No. 333-229191

July 6, 2020

 

LOGO

Nomura Holdings, Inc.

$1,500,000,000 1.851% Senior Notes due 2025

Pricing Term Sheet

Terms of the $1,500,000,000 1.851% Senior Notes due 2025

 

Issuer:

   

Nomura Holdings, Inc.

Issue:

   

$1,500,000,000 1.851% Senior Notes due 2025

Type of Securities:

   

Senior unsecured fixed rate notes

Principal Amount:

   

$1,500,000,000

Expected Security Ratings*

   

BBB+ (S&P) / Baa1 (Moody’s)

Original Issue Date:

   

July 13, 2020

Settlement Date:

   

July 13, 2020 (T+5)

Trade Date:

   

July 6, 2020

Maturity Date:

   

July 16, 2025

Interest Rate:

   

1.851% per annum, payable semi-annually in arrears

Interest Payment Dates:

   

January 16 and July 16 of each year, commencing on January 16, 2021 (long first coupon), to and including the Maturity Date, subject to adjustment in accordance with the Business Day Convention.

Interest Period:

   

The period from and including the immediately preceding Interest Payment Date to but excluding the relevant Interest Payment Date. The first Interest Period will begin on and include the Settlement Date. For purposes of the interest payment on the Maturity Date, the Interest Period will end on (but excluding) the Maturity Date.

Pricing Benchmark:

   

0.250% due June 30, 2025

Benchmark Spot (Price/Yield):

   

99 - 24 / 0.301%

Spread to Benchmark:

   

155 basis points

Issue Price:

   

100.000% of the principal amount

Underwriting Commission:

   

0.350% of the principal amount

Day Count Convention:

   

30/360

Business Day:

   

New York, London, Tokyo

Business Day Convention:

   

Following, unadjusted

Listing:

   

Singapore Exchange Securities Trading Limited

Denominations:

   

$200,000 and integral multiples of $1,000 in excess thereof

CUSIP:

   

65535H AR0

ISIN:

   

US65535HAR03

Common Code:

   

219936893

Joint Lead Managers and Joint Bookrunners:   
  

Nomura Securities International, Inc.

Citigroup Global Markets Inc.

SMBC Nikko Securities America, Inc.

BBVA Securities Inc.

BofA Securities, Inc.

ICBC International Securities Limited

ING Financial Markets LLC

Natixis Securities Americas LLC

Société Générale

Standard Chartered Bank

TD Securities (USA) LLC

Co-Managers:

   

ABN AMRO Securities (USA) LLC

Banca IMI S.p.A.

Banco de Sabadell, S.A.

BNP Paribas Securities Corp.

BNY Mellon Capital Markets, LLC

CIBC World Markets Corp.

Crédit Agricole Corporate and Investment Bank

KKR Capital Markets LLC

Lloyds Securities Inc.

Mizuho Securities USA LLC

Morgan Stanley & Co. LLC

NatWest Markets Securities Inc.

Rabo Securities USA, Inc.

Scotia Capital (USA) Inc.

Swedbank AB (publ)

UBS Securities LLC

*

Note:

A “BBB” rating by S&P is the fourth-highest category of S&P rating while a “+” or “-” designation shows the relative standing within the major rating categories. A “BBB” rating by S&P generally indicates that the obligor has adequate capacity to meet its financial commitments. However, adverse economic conditions or changing circumstances are more likely to lead to a weakened capacity of the obligor to meet its financial commitments.

A “Baa1” rating by Moody’s is in the higher end of the fourth-highest category of Moody’s ratings. Obligations rated “Baa” are subject to moderate credit risk. They are considered medium grade and as such may possess certain speculative characteristics. The modifier “1” indicates that the obligation ranks in the higher end of its generic rating category; the modifier “2” indicates a mid-range ranking; and the modifier “3” indicates a ranking in the lower end of that generic rating category.

Credit ratings are not a recommendation to buy, sell or hold securities and may be subject to revision, suspension or withdrawal at any time by the relevant rating agencies.

 

 

The Issuer has filed a registration statement (including a prospectus) and a preliminary prospectus supplement with the U.S. Securities and Exchange Commission (the “SEC”) for the offering to which this communication relates. Before you invest, you should read the prospectus in the registration statement, the preliminary prospectus supplement and other documents the Issuer has filed with the SEC for more complete information about the Issuer and this offering. You may get these documents for free by visiting EDGAR on the SEC’s web site at https://www.sec.gov/. Alternatively, copies of the prospectus and the preliminary prospectus supplement relating to the securities offered in this offering may be obtained by contacting your Nomura Sales Representative, Nomura Securities International, Inc., Worldwide Plaza, 309 West 49th Street, New York, New York 10019-7316, U.S.A., Telephone: 1-800-638-2268 or Citigroup Global Markets Inc., c/o Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, NY 11717 U.S.A., Telephone: 1-800-831-9146.

 

 

July 6, 2020

 

LOGO

Nomura Holdings, Inc.

$1,000,000,000 2.679% Senior Notes due 2030

Pricing Term Sheet

Terms of the $1,000,000,000 2.679% Senior Notes due 2030

 

Issuer:

   

Nomura Holdings, Inc.

Issue:

   

$1,000,000,000 2.679% Senior Notes due 2030

Type of Securities:

   

Senior unsecured fixed rate notes

Principal Amount:

   

$1,000,000,000

Expected Security Ratings*

   

BBB+ (S&P) / Baa1 (Moody’s)

Original Issue Date:

   

July 13, 2020

Settlement Date:

   

July 13, 2020 (T+5)

Trade Date:

   

July 6, 2020

Maturity Date:

   

July 16, 2030

Interest Rate:

   

2.679% per annum, payable semi-annually in arrears

Interest Payment Dates:

   

January 16 and July 16 of each year, commencing on January 16, 2021 (long first coupon), to and including the Maturity Date, subject to adjustment in accordance with the Business Day Convention.

Interest Period:

   

The period from and including the immediately preceding Interest Payment Date to but excluding the relevant Interest Payment Date. The first Interest Period will begin on and include the Settlement Date. For purposes of the interest payment on the Maturity Date, the Interest Period will end on (but excluding) the Maturity Date.

Pricing Benchmark:

   

0.625% due May 15, 2030

Benchmark Spot (Price/Yield):

   

99 - 15+ / 0.679%

Spread to Benchmark:

   

200 basis points

Issue Price:

   

100.000% of the principal amount

Underwriting Commission:

   

0.450% of the principal amount

Day Count Convention:

   

30/360

Business Day:

   

New York, London, Tokyo

Business Day Convention:

   

Following, unadjusted

Listing:

   

Singapore Exchange Securities Trading Limited

Denominations:

   

$200,000 and integral multiples of $1,000 in excess thereof

CUSIP:

   

65535H AS8

ISIN:

   

US65535HAS85

Common Code:

   

219936915

Joint Lead Managers and Joint Bookrunners:   
  

Nomura Securities International, Inc.

Citigroup Global Markets Inc.

SMBC Nikko Securities America, Inc.

BBVA Securities Inc.

BofA Securities, Inc.

ICBC International Securities Limited

ING Financial Markets LLC

Natixis Securities Americas LLC

Société Générale

Standard Chartered Bank

TD Securities (USA) LLC

Co-Managers:

   

ABN AMRO Securities (USA) LLC

Banca IMI S.p.A.

Banco de Sabadell, S.A.

BNP Paribas Securities Corp.

BNY Mellon Capital Markets, LLC

CIBC World Markets Corp.

Crédit Agricole Corporate and Investment Bank

KKR Capital Markets LLC

Lloyds Securities Inc.

Mizuho Securities USA LLC

Morgan Stanley & Co. LLC

NatWest Markets Securities Inc.

Rabo Securities USA, Inc.

Scotia Capital (USA) Inc.

Swedbank AB (publ)

UBS Securities LLC

*

Note:

A “BBB” rating by S&P is the fourth-highest category of S&P rating while a “+” or “-” designation shows the relative standing within the major rating categories. A “BBB” rating by S&P generally indicates that the obligor has adequate capacity to meet its financial commitments. However, adverse economic conditions or changing circumstances are more likely to lead to a weakened capacity of the obligor to meet its financial commitments.

A “Baa1” rating by Moody’s is in the higher end of the fourth-highest category of Moody’s ratings. Obligations rated “Baa” are subject to moderate credit risk. They are considered medium grade and as such may possess certain speculative characteristics. The modifier “1” indicates that the obligation ranks in the higher end of its generic rating category; the modifier “2” indicates a mid-range ranking; and the modifier “3” indicates a ranking in the lower end of that generic rating category.

Credit ratings are not a recommendation to buy, sell or hold securities and may be subject to revision, suspension or withdrawal at any time by the relevant rating agencies.

 

 

The Issuer has filed a registration statement (including a prospectus) and a preliminary prospectus supplement with the U.S. Securities and Exchange Commission (the “SEC”) for the offering to which this communication relates. Before you invest, you should read the prospectus in the registration statement, the preliminary prospectus supplement and other documents the Issuer has filed with the SEC for more complete information about the Issuer and this offering. You may get these documents for free by visiting EDGAR on the SEC’s web site at https://www.sec.gov/. Alternatively, copies of the prospectus and the preliminary prospectus supplement relating to the securities offered in this offering may be obtained by contacting your Nomura Sales Representative, Nomura Securities International, Inc., Worldwide Plaza, 309 West 49th Street, New York, New York 10019-7316, U.S.A., Telephone: 1-800-638-2268 or Citigroup Global Markets Inc., c/o Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, NY 11717 U.S.A., Telephone: 1-800-831-9146.