Filed Pursuant to Rule 433(d)
Registration Statement No. 333-217421
| Free Writing Prospectus |
TERM SHEET
Dated October 8, 2019
U.S.$1,000,000,000 1.625% Guaranteed Bonds Due October 17, 2022 (“3-Year Securities”)
U.S.$1,000,000,000 1.750% Guaranteed Bonds Due October 17, 2024 (“5-Year Securities”)
U.S.$1,000,000,000 2.000% Guaranteed Bonds Due October 17, 2029 (“10-Year Securities”)
| 3-Year Securities | ||
| Issuer: | Japan Bank for International Cooperation (JBIC) | |
| Security: | 1.625% Guaranteed Bonds Due October 17, 2022 (the“3-Year Securities”) | |
| Expected Ratings: | Moody’s: A1/stable outlook; S&P: A+/positive outlook | |
| Note: A securities rating is not a recommendation to buy, sell or hold securities and may be subject to suspension, reduction or withdrawal at any time | ||
| Guarantee: | Payments of principal and interest are unconditionally and irrevocably guaranteed by Japan | |
| Ranking: | Senior unsecured | |
| Currency / Principal Amount: | U.S.$1,000,000,000 | |
| Denomination: | U.S.$200,000 x U.S.$2,000 | |
| Pricing Date: | October 8, 2019 | |
| Settlement Date: | October 17, 2019 | |
| Maturity Date: | October 17, 2022 | |
| Coupon: | 1.625% (Semi-annual, 30/360) | |
| Interest Payment Dates: | April 17 and October 17 of each year, subject to the Business Day Convention, commencing April 17, 2020 and ending October 17, 2022 | |
| Business Day: | Any day on which commercial banks and foreign exchange markets settle payments and are open for general business (including dealings in foreign exchange and foreign currency deposits) in: (a) the relevant place of payment and (b) The City of New York, London and Tokyo. | |
| Business Day Convention: | Following Business Day Convention, unadjusted | |
| Redemption after the Occurrence of a Tax Event: | JBIC may redeem all, but not less than all, of the bonds in the event of certain changes relating to Japanese taxation at 100% of the principal amount thereof plus accrued interest thereon and any additional amounts JBIC is required to pay, as described in the prospectus supplement | |
| Price to Public: | 99.723%, plus accrued interest, if any, from October 17, 2019 | |
| Underwriting Discount: | 0.100% | |
| Proceeds, before Expenses, to JBIC: | 99.623%, plus accrued interest, if any, from October 17, 2019 | |
| Benchmark U.S. Treasury: | 1.500% due September 15, 2022 | |
| Benchmark Yield: | 1.400% | |
| Spread: | 32.0 bps | |
| Yield to Investors: | 1.720% | |
| Joint Lead Managers: | J.P. Morgan Securities plc | |
| Barclays Bank PLC | ||
| BofA Securities, Inc. | ||
| Morgan Stanley & Co. International plc | ||
| Format: | SEC-Registered | |
| Clearing Systems: | Euroclear and Clearstream (international global bond held at the common depositary); DTC (DTC global bond) | |
| International Global Bond ISIN: | XS2010040637 | |
| International Global Bond Common Code: | 201004063 | |
| DTC Global Bond ISIN: | US471048CB28 | |
| DTC Global Bond Common Code: | 111730474 | |
| DTC Global Bond CUSIP: | 471048 CB2 | |
| Use of Proceeds: | The net proceeds of the issue of the bonds will be used for the Ordinary Operations of JBIC | |
| Governing Law: | The State of New York | |
| Listing: | Luxembourg Stock Exchange’s Euro MTF Market | |
| 5-Year Securities | ||
| Issuer: | Japan Bank for International Cooperation (JBIC) | |
| Security: | 1.750% Guaranteed Bonds Due October 17, 2024 (the“5-Year Securities”) | |
| Expected Ratings: | Moody’s: A1/stable outlook; S&P: A+/positive outlook | |
| Note: A securities rating is not a recommendation to buy, sell or hold securities and may be subject to suspension, reduction or withdrawal at any time | ||
| Guarantee: | Payments of principal and interest are unconditionally and irrevocably guaranteed by Japan | |
| Ranking: | Senior unsecured | |
| Currency / Principal Amount: | U.S.$1,000,000,000 | |
| Denomination: | U.S.$200,000 x U.S.$2,000 | |
| Pricing Date: | October 8, 2019 | |
| Settlement Date: | October 17, 2019 | |
| Maturity Date: | October 17, 2024 | |
| Coupon: | 1.750% (Semi-annual, 30/360) | |
| Interest Payment Dates: | April 17 and October 17 of each year, subject to the Business Day Convention, commencing April 17, 2020 and ending October 17, 2024 | |
| Business Day: | Any day on which commercial banks and foreign exchange markets settle payments and are open for general business (including dealings in foreign exchange and foreign currency deposits) in: (a) the relevant place of payment and (b) The City of New York, London and Tokyo. | |
| Business Day Convention: | Following Business Day Convention, unadjusted | |
Redemption after the Occurrence of a Tax Event: | JBIC may redeem all, but not less than all, of the bonds in the event of certain changes relating to Japanese taxation at 100% of the principal amount thereof plus accrued interest thereon and any additional amounts JBIC is required to pay, as described in the prospectus supplement | |
| Price to Public: | 99.933%, plus accrued interest, if any, from October 17, 2019 | |
| Underwriting Discount: | 0.125% | |
| Proceeds, before Expenses, to JBIC: | 99.808%, plus accrued interest, if any, from October 17, 2019 | |
| Benchmark U.S. Treasury: | 1.500% due September 30, 2024 | |
| Benchmark Yield: | 1.374% | |
| Spread: | 39.0 bps | |
| Yield to Investors: | 1.764% | |
| Joint Lead Managers: | J.P. Morgan Securities plc | |
| Barclays Bank PLC | ||
| BofA Securities, Inc. | ||
| Morgan Stanley & Co. International plc | ||
| Format: | SEC-Registered | |
| Clearing Systems: | Euroclear and Clearstream (international global bond held at the common depositary); DTC (DTC global bond) | |
| International Global Bond ISIN: | XS2010040553 | |
| International Global Bond Common Code: | 201004055 | |
| DTC Global Bond ISIN: | US471048CD83 | |
| DTC Global Bond Common Code: | 111730482 | |
| DTC Global Bond CUSIP: | 471048 CD8 | |
| Use of Proceeds: | The net proceeds of the issue of the bonds will be used for the Ordinary Operations of JBIC | |
| Governing Law: | The State of New York | |
| Listing: | Luxembourg Stock Exchange’s Euro MTF Market | |
10-Year Securities
| Issuer: | Japan Bank for International Cooperation (JBIC) | |
| Security: | 2.000% Guaranteed Bonds Due October 17, 2029 (the“10-year Securities”) | |
| Expected Ratings: | Moody’s: A1/stable outlook; S&P: A+/positive outlook | |
| Note: A securities rating is not a recommendation to buy, sell or hold securities and may be subject to suspension, reduction or withdrawal at any time | ||
| Guarantee: | Payments of principal and interest are unconditionally and irrevocably guaranteed by Japan | |
| Ranking: | Senior unsecured | |
| Currency / Principal Amount: | U.S.$1,000,000,000 | |
| Denomination: | U.S.$200,000 x U.S.$2,000 | |
| Pricing Date: | October 8, 2019 | |
| Settlement Date: | October 17, 2019 | |
| Maturity Date: | October 17, 2029 | |
| Coupon: | 2.000% (Semi-annual, 30/360) | |
| Interest Payment Dates: | April 17 and October 17 of each year, subject to the Business Day Convention, commencing April 17, 2020 and ending October 17, 2029 | |
| Business Day: | Any day on which commercial banks and foreign exchange markets settle payments and are open for general business (including dealings in foreign exchange and foreign currency deposits) in: (a) the relevant place of payment and (b) The City of New York, London and Tokyo. | |
| Business Day Convention: | Following Business Day Convention, unadjusted | |
| Redemption after the Occurrence of a Tax Event: | JBIC may redeem all, but not less than all, of the bonds in the event of certain changes relating to Japanese taxation at 100% of the principal amount thereof plus accrued interest thereon and any additional amounts JBIC is required to pay, as described in the prospectus supplement | |
| Price to Public: | 99.973%, plus accrued interest, if any, from October 17, 2019 | |
| Underwriting Discount: | 0.175% | |
| Proceeds, before Expenses, to JBIC: | 99.798%, plus accrued interest, if any, from October 17, 2019 | |
| Benchmark U.S. Treasury: | 1.625% due August 15, 2029 | |
| Benchmark Yield: | 1.541% | |
| Spread: | 46.2 bps | |
| Yield to Investors: | 2.003% | |
| Joint Lead Managers: | J.P. Morgan Securities plc | |
| Barclays Bank PLC | ||
| BofA Securities, Inc. | ||
| Morgan Stanley & Co. International plc | ||
| Format: | SEC-Registered | |
| Clearing Systems: | Euroclear and Clearstream (international global bond held at the common depositary); DTC (DTC global bond) | |
| International Global Bond ISIN: | XS2010039621 | |
| International Global Bond Common Code: | 201003962 | |
| DTC Global Bond ISIN: | US471048CF32 | |
| DTC Global Bond Common Code: | 111730440 | |
| DTC Global Bond CUSIP: | 471048 CF3 | |
| Use of Proceeds: | The net proceeds of the issue of the bonds will be used for the Ordinary Operations of JBIC | |
| Governing Law: | The State of New York | |
| Listing: | Luxembourg Stock Exchange’s Euro MTF Market | |
This communication is intended to be used solely by the person to whom it is provided by us.
You can access JBIC’s most recent prospectus satisfying the requirements of Section 10 of the United States Securities Act of 1933, as amended, at the following website:
https://www.sec.gov/Archives/edgar/data/1551322/000119312519263068/d791075d424b5.htm
Each purchaser of the bonds offered hereby will be deemed to have represented that it is a person who falls into the category of (i) or (ii) as set forth on page S-3 of the foregoing prospectus supplement.
JBIC has filed a registration statement (including a prospectus) with the United States Securities and Exchange Commission (SEC) for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement and other documents JBIC has filed with the SEC for more complete information about JBIC and this offering. You may get these documents for free by visiting EDGAR on the SEC website at www.sec.gov. Alternatively, JBIC, any underwriter or any dealer participating in the offering will arrange to send you the prospectus if you request it by calling J.P. Morgan Securities plc at1-212-834-4533, Barclays Bank PLC, c/o Broadridge Financial Solutions, toll-free from the United States at1-888-603-5847, BofA Securities, Inc. toll-free from the United States at1-800-294-1322 or Morgan Stanley & Co. International plc at1-212-761-669.
MIFID II product governance / Professional investors and ECPs only target market –Solely for the purposes of each manufacturer’s product approval process, the target market assessment in respect of the Notes has led to the conclusion that: (i) the target market for the Bonds is eligible counterparties and professional clients only, each as defined in Directive 2014/65/EU (as amended, “MiFID II”); and (ii) all channels for distribution of the Notes to eligible counterparties and professional clients are appropriate. Any person subsequently offering, selling or recommending the Notes (a “distributor”) should take into consideration the manufacturers’ target market assessment; however, a distributor subject to MiFID II is responsible for undertaking its own target market assessment in respect of the Notes (by either adopting or refining the manufacturers’ target market assessment) and determining appropriate distribution channels.
The bonds may not be offered, sold or otherwise made available to and, will not be offered, sold or otherwise made available to any retail investor in the European Economic Area (“EEA”). For these purposes, a retail investor means a person who is one (or more) of: (i) a retail client as defined in point (11) of Article 4(1) of MiFID II; (ii) a customer within the meaning of Directive 2002/92/EC (as amended or superseded), where that customer would not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II; or (iii) not a qualified investor as defined in Directive 2003/71/EC (as amended or superseded, and including any relevant implementing measure in any Member State, the “Prospectus Directive”). Consequently no key information document required by the PRIIPs Regulation for offering or selling the bonds or otherwise making them available to retail investors in the EEA has been prepared and therefore offering or selling the bonds or otherwise making them available to any retail investor in the EEA may be unlawful under the PRIIPs Regulation.
This document has been prepared on the basis that all offers of securities in any Member State of the EEA will be made pursuant to an exemption under the Prospectus Directive from the requirement to produce and publish a prospectus for offers of securities. Accordingly, any person making or intending to make any offer in a Member State of the securities which are the subject of this document may only do so in circumstances in which no obligation arises for JBIC or the underwriters to produce and publish a prospectus pursuant to Article 3 of the Prospectus Directive, or supplement a prospectus pursuant to Article 16 of the Prospective Directive, in relation to such offer. Neither JBIC nor the underwriters have authorized, nor do they authorize, the making of any offer of securities in circumstances in which an obligation arises for JBIC or the underwriters to publish a prospectus or supplement a prospectus for such offer. JBIC has not authorized and do not authorize the making of any offer of securities through any financial intermediary, other than offers made by the underwriters resulting in sales constituting the final placement of securities contemplated in the prospectus supplement and the base prospectus.
Further, this document is being distributed only to and is directed only at persons in the United Kingdom who are (i) investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the “FPO”), or (ii) persons falling within Article 49(2)(a) to (d) of the FPO, or (iii) persons to whom an invitation or inducement to engage in investment activity (within the meaning of section 21 of the Financial Services and Markets Act 2000) in connection with the issue or sale of any securities may otherwise lawfully be communicated or caused to be communicated (all such persons together being referred to as “relevant persons”). The securities to which this document relates are available only to, and any agreement to acquire such securities, will be made only with, relevant persons. Any other person who is not a relevant person should not act or rely on this document or any of its contents.
Stabilization: FCA/ICMA.
