Filed Pursuant to Rule 433
Registration No. 333-233354
Pricing Term Sheet
SeniorFixed-to-Floating Rate Notes due 2025
| Issuer: | Mizuho Financial Group, Inc. (the “Issuer”) | |
| Expected Security Ratings:* | A1 (Moody’s) /A- (S&P) | |
| Securities Offered: | Aggregate principal amount of U.S.$600,000,000 2.555% seniorfixed-to-floating rate notes due 2025 | |
| Issue Price: | 100.000% | |
| Maturity Date: | September 13, 2025 | |
| Fixed Rate Period: | From and including September 13, 2019 to, but excluding, September 13, 2024 | |
| Floating Rate Period: | From and including September 13, 2024 to, but excluding, the Maturity Date | |
| Treasury Benchmark: | 5-year U.S. Treasury, 1.250% due August 31, 2024 | |
| Treasury Benchmark Price / Yield: | 98-25 / 1.505% | |
| Spread to Treasury Benchmark: | 105 basis points | |
| Reoffer Yield: | 2.555% | |
| Fixed Rate Coupon: | 2.555%, payable semiannually in arrears during the Fixed Rate Period | |
| Floating Rate Coupon: | A per annum rate equal to a benchmark rate, which is initially three-month U.S. Dollar LIBOR, plus 1.10%, payable quarterly in arrears during the Floating Rate Period; provided that if a Benchmark Transition Event and its related Benchmark Replacement Date (each as defined in the preliminary prospectus supplement for the Notes) have occurred with respect to three-month U.S. Dollar LIBOR or the then-current benchmark rate, then the benchmark rate shall be the applicable Benchmark Replacement as determined pursuant to the benchmark transition provisions set forth in the preliminary prospectus supplement | |
| Interest Payment Dates during the Fixed Rate Period: | March 13 and September 13 of each year, starting on March 13, 2020 and ending on September 13, 2024 | |
| Interest Payment Dates during the Floating Rate Period: | December 13, 2024 and March 13, June 13 and September 13, 2025 | |
| Day Count: | 30/360 during the Fixed Rate Period, ACT/360 during the Floating Rate Period | |
| Ranking: | Direct, unconditional, unsubordinated and unsecured obligations of the Issuer and rankpari 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: | September 9, 2019 | |
| Settlement Date: | September 13, 2019 (T+4) | |
| 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 September 13, 2024, 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. | |
| Listing: | Singapore Exchange Securities Trading Limited | |
| Billing and Delivering: | Mizuho Securities USA LLC | |
| Joint Lead Managers and Joint Bookrunners: | Mizuho Securities USA LLC, Goldman Sachs & Co. LLC, J.P. Morgan Securities LLC, BofA Securities, Inc. and Natixis Securities Americas LLC | |
| Co-Managers: | Citigroup Global Markets Inc., Daiwa Capital Markets America Inc., Santander Investment Securities Inc., Barclays Capital Inc., BNP Paribas, BNY Mellon Capital Markets, LLC, CIBC World Markets Corp., Citizens Capital Markets, Inc., Crédit Agricole Corporate and Investment Bank, ING Financial Markets LLC, KKR Capital Markets LLC and Société Générale | |
| CUSIP: | 60687Y AZ2 | |
| ISIN: | US60687YAZ25 | |
| Common Code: | 204980756 | |
*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 atwww.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 at1-866-271-7403 or Goldman Sachs & Co. LLC, at1-866-471-2526.
Pricing Term Sheet
SeniorFixed-to-Floating 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.$500,000,000 2.869% seniorfixed-to-floating rate notes due 2030 | |
| Issue Price: | 100.000% | |
| Maturity Date: | September 13, 2030 | |
| Fixed Rate Period: | From and including September 13, 2019 to, but excluding, September 13, 2029 | |
| Floating Rate Period: | From and including September 13, 2029 to, but excluding, the Maturity Date | |
| Treasury Benchmark: | 10-year U.S. Treasury, 1.625% due August 15, 2029 | |
| Treasury Benchmark Price / Yield: | 99-25 / 1.649% | |
| Spread to Treasury Benchmark: | 122 basis points | |
| Reoffer Yield: | 2.869% | |
| Fixed Rate Coupon: | 2.869%, payable semiannually in arrears during the Fixed Rate Period | |
| Floating Rate Coupon: | A per annum rate equal to a benchmark rate, which is initially three-month U.S. Dollar LIBOR, plus 1.31%, payable quarterly in arrears during the Floating Rate Period; provided that if a Benchmark Transition Event and its related Benchmark Replacement Date (each as defined in the preliminary prospectus supplement for the Notes) have occurred with respect to three-month U.S. Dollar LIBOR or the then-current benchmark rate, then the benchmark rate shall be the applicable Benchmark Replacement as determined pursuant to the benchmark transition provisions set forth in the preliminary prospectus supplement | |
| Interest Payment Dates during the Fixed Rate Period: | March 13 and September 13 of each year, starting on March 13, 2020 and ending on September 13, 2029 | |
| Interest Payment Dates during the Floating Rate Period: | December 13, 2029 and March 13, June 13 and September 13, 2030 | |
| Day Count: | 30/360 during the Fixed Rate Period, ACT/360 during the Floating Rate Period | |
| Ranking: | Direct, unconditional, unsubordinated and unsecured obligations of the Issuer and rankpari 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: | September 9, 2019 | |
| Settlement Date: | September 13, 2019 (T+4) | |
| 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 September 13, 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. | |
| Listing: | Singapore Exchange Securities Trading Limited | |
| Billing and Delivering: | Mizuho Securities USA LLC | |
| Joint Lead Managers and Joint Bookrunners: | Mizuho Securities USA LLC, Goldman Sachs & Co. LLC, J.P. Morgan Securities LLC, BofA Securities, Inc. and Natixis Securities Americas LLC | |
| Co-Managers: | Citigroup Global Markets Inc., Daiwa Capital Markets America Inc., Santander Investment Securities Inc., Barclays Capital Inc., BNP Paribas, BNY Mellon Capital Markets, LLC, CIBC World Markets Corp., Citizens Capital Markets, Inc., Crédit Agricole Corporate and Investment Bank, ING Financial Markets LLC, KKR Capital Markets LLC and Société Générale | |
| CUSIP: | 60687Y BA6 | |
| ISIN: | US60687YBA64 | |
| Common Code: | 204980772 | |
*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 atwww.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 at1-866-271-7403 or Goldman Sachs & Co. LLC, at1-866-471-2526.
Pricing Term Sheet
Senior Floating Rate Notes due 2023
| Issuer: | Mizuho Financial Group, Inc. (the “Issuer”) | |
| Expected Security Ratings:* | A1 (Moody’s) /A- (S&P) | |
| Securities Offered: | Aggregate principal amount of U.S.$500,000,000 senior floating rate notes due 2023 | |
| Issue Price: | 100.000% | |
| Maturity Date: | September 13, 2023 | |
| Interest Rate: | A per annum rate equal to a benchmark rate, which is initially three-month U.S. Dollar LIBOR, plus 0.85%, payable quarterly in arrears; provided that if a Benchmark Transition Event and its related Benchmark Replacement Date (each as defined in the preliminary prospectus supplement for the Notes) have occurred with respect to three-month U.S. Dollar LIBOR or the then-current benchmark rate, then the benchmark rate shall be the applicable Benchmark Replacement as determined pursuant to the benchmark transition provisions set forth in the preliminary prospectus supplement | |
| Interest Payment Dates: | March 13, June 13, September 13 and December 13 of each year, starting on December 13, 2019 | |
| Day Count: | ACT/360 | |
| Ranking: | Direct, unconditional, unsubordinated and unsecured obligations of the Issuer and rankpari 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: | September 9, 2019 | |
| Settlement Date: | September 13, 2019 (T+4) | |
| 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 September 13, 2022, 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. | |
| Listing: | Singapore Exchange Securities Trading Limited | |
| Billing and Delivering: | Mizuho Securities USA LLC | |
| Joint Lead Managers and Joint Bookrunners: | Mizuho Securities USA LLC, Goldman Sachs & Co. LLC, J.P. Morgan Securities LLC, BofA Securities, Inc. and Natixis Securities Americas LLC | |
| Co-Managers: | Citigroup Global Markets Inc., Daiwa Capital Markets America Inc., Santander Investment Securities Inc., Barclays Capital Inc., BNP Paribas, BNY Mellon Capital Markets, LLC, CIBC World Markets Corp., Citizens Capital Markets, Inc., Crédit Agricole Corporate and Investment Bank, ING Financial Markets LLC, KKR Capital Markets LLC and Société Générale | |
| CUSIP: | 60687Y BB4 | |
| ISIN: | US60687YBB48 | |
| Common Code: | 204980799 | |
*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 atwww.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 at1-866-271-7403 or Goldman Sachs & Co. LLC, at1-866-471-2526.
