FWP 1 d214702dfwp.htm FREE WRITING PROSPECTUS FREE WRITING PROSPECTUS

Issuer Free Writing Prospectus

Filed by Nomura Holdings, Inc.

Pursuant to Rule 433

Registration Statement 333-261756

January 4, 2022

 

Nomura Holdings, Inc.

Pricing Term Sheet

$1,250,000,000 2.329% Senior Notes due 2027

 

Issuer:

   

Nomura Holdings, Inc.

Type of Securities:

   

Senior unsecured fixed rate notes

Principal Amount:

   

$1,250,000,000

Expected Security Ratings:*

   

Baa1 (Moody’s) / BBB+ (S&P)

Trade Date:

 

Settlement Date:

   

January 4, 2022

 

January 11, 2022 (T+5)

Issue Date:

   

January 11, 2022

Maturity Date:

   

January 22, 2027

Interest Rate:

   

2.329% per annum, payable semi-annually in arrears

Interest Payment Dates:

   

January 22 and July 22 of each year, commencing on July 22, 2022 (long first coupon), to and including the Maturity Date, subject to 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:

   

1.250% due December 31, 2026

Benchmark Spot (Price/Yield):

   

99-15 1/4 / 1.359%

Spread to Benchmark:

   

97 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 AZ2

ISIN:

   

US65535HAZ29

Common Code:

   

242337506

Joint Lead Managers and Joint Bookrunners:**   

Nomura Securities International, Inc.

     BofA Securities, Inc.
     Citigroup Global Markets Inc.
     SMBC Nikko Securities America, Inc.
     Banco de Sabadell, S.A.
     Crédit Agricole Corporate and Investment Bank
     Natixis Securities Americas LLC
     Société Générale
     Standard Chartered Bank
     Swedbank AB (publ)

Co-Managers:**

   

ABN AMRO Securities (USA) LLC

     Bankinter, S.A.
     Blackstone Securities Partners, L.P.
     BMO Capital Markets Corp.
     BNP Paribas Securities Corp.
     CIBC World Markets Corp.
     Intesa Sanpaolo S.p.A.
     Mizuho Securities USA LLC
     Morgan Stanley & Co. LLC
     Rabo Securities USA, Inc.
     RBC Capital Markets, LLC
     Santander Investment Securities Inc.
     Scotia Capital (USA) Inc.

Notes:

* 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.

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.

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.

** 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.

 

 

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 BofA Securities, Inc., One Bryant Park, New York, NY 10036, U.S.A., Telephone: 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.

January 4, 2022

 

Nomura Holdings, Inc.

Pricing Term Sheet

$500,000,000 2.710% Senior Notes due 2029

 

Issuer:

   

Nomura Holdings, Inc.

Type of Securities:

   

Senior unsecured fixed rate notes

Principal Amount:

   

$500,000,000

Expected Security Ratings:*

   

Baa1 (Moody’s) / BBB+ (S&P)

Trade Date:

   

January 4, 2022

Settlement Date:

   

January 11, 2022 (T+5)

Issue Date:

   

January 11, 2022

Maturity Date:

   

January 22, 2029

Interest Rate:

   

2.710% per annum, payable semi-annually in arrears

Interest Payment Dates:

   

January 22 and July 22 of each year, commencing on July 22, 2022 (long first coupon), to and including the Maturity Date, subject to 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:

   

1.375% due December 31, 2028

Benchmark Spot (Price/Yield):

   

98-25 / 1.560%

Spread to Benchmark:

   

115 basis points

Issue Price:

   

100.000% of the principal amount

Underwriting Commission:

   

0.400% 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 BB4

ISIN:

   

US65535HBB42

Common Code:

   

242436431

Joint Lead Managers and Joint Bookrunners:**   

Nomura Securities International, Inc.

  

BofA Securities, Inc.

  

Citigroup Global Markets Inc.

  

SMBC Nikko Securities America, Inc.

  

Banco de Sabadell, S.A.

  

Crédit Agricole Corporate and Investment Bank

  

Natixis Securities Americas LLC

  

Société Générale

  

Standard Chartered Bank

  

Swedbank AB (publ)

Co-Managers:**

   

ABN AMRO Securities (USA) LLC

  

Bankinter, S.A.

  

Blackstone Securities Partners, L.P.

  

BMO Capital Markets Corp.

  

BNP Paribas Securities Corp.

  

CIBC World Markets Corp.

  

Intesa Sanpaolo S.p.A.

  

Mizuho Securities USA LLC

  

Morgan Stanley & Co. LLC

  

Rabo Securities USA, Inc.

  

RBC Capital Markets, LLC

  

Santander Investment Securities Inc.

  

Scotia Capital (USA) Inc.

Notes:

* 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.

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.

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.

** 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.

 

 

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 BofA Securities, Inc., One Bryant Park, New York, NY 10036, U.S.A., Telephone: 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.

January 4, 2022

 

Nomura Holdings, Inc.

Pricing Term Sheet

$750,000,000 2.999% Senior Notes due 2032

 

Issuer:   

Nomura Holdings, Inc.

Type of Securities:   

Senior unsecured fixed rate notes

Principal Amount:   

$750,000,000

Expected Security Ratings:*   

Baa1 (Moody’s) / BBB+ (S&P)

Trade Date:   

January 4, 2022

Settlement Date:   

January 11, 2022 (T+5)

Issue Date:   

January 11, 2022

Maturity Date:   

January 22, 2032

Interest Rate:   

2.999% per annum, payable semi-annually in arrears

Interest Payment Dates:    January 22 and July 22 of each year, commencing on July 22, 2022 (long first coupon), to and including the Maturity Date, subject to 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:   

1.375% due November 15, 2031

Benchmark Spot (Price/Yield):   

97-16+ / 1.649%

Spread to Benchmark:   

135 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 BA6

ISIN:   

US65535HBA68

Common Code:   

242337581

Joint Lead Managers and Joint Bookrunners:**   

Nomura Securities International, Inc.

  

BofA Securities, Inc.

  

Citigroup Global Markets Inc.

  

SMBC Nikko Securities America, Inc.

  

Banco de Sabadell, S.A.

  

Crédit Agricole Corporate and Investment Bank

  

Natixis Securities Americas LLC

  

Société Générale

  

Standard Chartered Bank

  

Swedbank AB (publ)

Co-Managers:**   

ABN AMRO Securities (USA) LLC

   Bankinter, S.A.
   Blackstone Securities Partners, L.P.
   BMO Capital Markets Corp.
   BNP Paribas Securities Corp.
   CIBC World Markets Corp.
   Intesa Sanpaolo S.p.A.
   Mizuho Securities USA LLC
   Morgan Stanley & Co. LLC
   Rabo Securities USA, Inc.
   RBC Capital Markets, LLC
   Santander Investment Securities Inc.
   Scotia Capital (USA) Inc.

Notes:

* 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.

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.

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.

** 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.

 

 

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 BofA Securities, Inc., One Bryant Park, New York, NY 10036, U.S.A., Telephone: 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.