FORM 6-K
U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Report of Foreign Private Issuer
Pursuant toRule 13a-16 or 15d-16
of the Securities Exchange Act of 1934
For the month of September 2019
Commission FileNumber: 333-228135
NIPPON STEEL CORPORATION
(Translation of registrant’s name into English)
6-1, Marunouchi2-chome
Chiyoda-ku,Tokyo 100-8071
Japan
(Address of principal executive offices)
Indicate by check mark whether the registrant files or will file annual reports under coverForm 20-F orForm 40-F.
Form 20-F ☒ Form 40-F ☐
Indicate by check mark if the registrant is submitting theForm 6-K in paper as permitted byRegulation S-T Rule 101(b)(1): ☐
Indicate by check mark if the registrant is submitting theForm 6-K in paper as permitted byRegulation S-T Rule 101(b)(7): ☐
Information furnished on this form:
Exhibit |
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| 1. | Press release, dated September 6, 2019, announcing determination of terms and conditions for public hybrid bonds (public subordinated bonds). | |||||
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| NIPPON STEEL CORPORATION | ||||||
| Date: September 9, 2019 | By: | /s/ Kazumasa Shinkai | ||||
| Kazumasa Shinkai | ||||||
| Executive Officer, Head of General Administration Division | ||||||
Nippon Steel Corporation
Notice Regarding Determination of Terms and Conditions for Public Hybrid Bonds
(Public Subordinated Bonds)
As previously released on August 1, 2019, Nippon Steel Corporation (“Nippon Steel”) hereby announces that today it determined the terms and conditions for the issue of the public hybrid bonds (the “Bonds”) with the total issue amount of 300 billion yen. Nippon Steel filed today a shelf registration supplement with the Director-General of the Kanto Local Finance Bureau. The details are as follows:
1. Series name | Nippon Steel Corporation 1st Unsecured Subordinated Bonds with interest deferrable clause and early redemption option | Nippon Steel Corporation 2nd Unsecured Subordinated Bonds with interest deferrable clause and early redemption option | Nippon Steel Corporation 3rd Unsecured Subordinated Bonds with interest deferrable clause and early redemption option | |||
2. Total amount of issue | JPY 70 billion | JPY 30 billion | JPY 200 billion | |||
3. Denomination of each bond | JPY 100 million | |||||
4. Application of Act on Book-Entry Transfer of Company Bonds, Shares, etc. | The Bonds are subject to the Act on Book—Entry Transfer of Company Bonds, Shares, etc. pursuant to Article 66, Paragraph 2 of the Act. Certificates of the Bonds may not be issued except for the cases provided under Article 67, Paragraph 2 of the same Act. | |||||
5. Initial interest rate | 0.71% per annum (Note 1) | 0.93% per annum (Note 2) | 1.24% per annum (Note 3) | |||
6. Maturity date | September 12, 2079 | |||||
7. Offering period | September 6, 2019 | |||||
8. Payment date | September 12, 2019 | |||||
9. Method of offering | Public offering | |||||
10. Method of redemption | (1) Bullet maturity (2) Early redemption (3) Retirement by purchase | |||||
11. Early redemption (Note 4) | Early redemption may be made at Nippon Steel’s discretion on each interest payment date from September 12, 2024, or on or after September 12, 2019 for reasons attributable to occurrence and continuation of changes in the taxation system or in equity credit. | Early redemption may be made at Nippon Steel’s discretion on each interest payment date from September 12, 2026, or on or after September 12, 2019 for reasons attributable to occurrence and continuation of changes in the taxation system or in equity credit. | Early redemption may be made at Nippon Steel’s discretion on each interest payment date from September 12, 2029, or on or after September 12, 2019 for reasons attributable to occurrence and continuation of changes in the taxation system or in equity credit. | |||
12. Collateral | The Bonds are not secured or guaranteed. There are no assets reserved as security for the Bonds. | |||||
13. Financial covenants | No financial covenants are provided for the Bonds. | |||||
14. Subordination | In terms of liquidation, bankruptcy, reorganization and rehabilitation proceedings, and similar proceedings under laws other than Japanese laws, the Bonds are subordinate to Nippon Steel’s ordinary debts and superior to Nippon Steel’s common shares. | |||||
15. Interest payment date | March 12 and September 12 of each year | |||||
16. Deferral of interest payment | Nippon Steel may, at its discretion, defer all or part of interest payment. (Mandatory payment clause provided) | |||||
17. Ratings | A- (Rating and Investment Information, Inc.) A (Japan Credit Rating Agency, Ltd.) | |||||
18. Equity credit | Class 3; equity credit 50 (Rating and Investment Information, Inc.) Intermediate; 50% (Japan Credit Rating Agency, Ltd.) Intermediate equity credit; 50% (S&P Global Ratings Japan Inc.) | |||||
19. Book-entry transfer institution | Japan Securities Depository Center, Inc. | |||||
20. Fiscal agent | MUFG Bank, Ltd. | Mizuho Bank, Ltd. | Sumitomo Mitsui Banking Corporation | |||
| Note 1: | A fixed interest rate will be applied from the day after September 12, 2019 to September 12, 2024, and variable interest rates from the day after September 12, 2024.(“Step-up interest rates” will be applied from the day after September 12, 2029 and the day after September 12, 2044.) | |
| Note 2: | A fixed interest rate will be applied from the day after September 12, 2019 to September 12, 2026, and variable interest rates from the day after September 12, 2026.(“Step-up interest rates” will be applied from the day after September 12, 2029 and the day after September 12, 2046.) | |
| Note 3: | A fixed interest rate will be applied from the day after September 12, 2019 to September 12, 2029, and variable interest rates from the day after September 12, 2029.(“Step-up interest rates” will be applied from the day after September 12, 2029 and the day after September 12, 2049.) | |
| Note 4: | In the case of early redemption or retirement by purchase of the Bonds, Nippon Steel expects to refinance with financial instruments that would be recognized by credit rating agencies as equivalent to the Bonds in terms of equity credit. However, in any of the cases described in the section of the shelf registration supplements, “Regarding Restrictions concerning Refinancing upon Early Redemption and Retirement by Purchase of the Bonds” under “Special matters to be stated concerning the public offering or secondary distribution .” Nippon Steel may not make such a refinancing. | |
Note: This press release has been prepared for the sole purpose of publicly announcing Nippon Steel Corporation’s issue of hybrid bonds (subordinated bonds), not for the purpose of soliciting investments or performing any similar act. This document does not constitute an offer to sell or the solicitation of an offer to purchase securities for sale in the United States. Nippon Steel Corporation has not registered and will not register the hybrid bonds under the U.S. Securities Act of 1933 (the “U.S. Securities Act”). No offer or sale of the hybrid bonds in the United States may be made absent registration or an applicable exemption from the registration requirements under the U.S. Securities Act. This document is concerned with Nippon Steel Corporation’s issue of hybrid bonds in Japan, and no securities will be offered or sold in the United States.
For inquiries
Public Relations Center Tel.:+81-3-6867-2135, 2146, 2977, 3419
