Filed Pursuant to Rule 424(b)(2)
Registration Statement No. 333-229191
PROSPECTUS SUPPLEMENT
to Prospectus dated January 11, 2019.
$3,250,000,000
$1,250,000,000 1.653% Senior Notes due 2026
$1,000,000,000 2.172% Senior Notes due 2028
$1,000,000,000 2.608% Senior Notes due 2031
Nomura Holdings, Inc., a joint stock corporation incorporated with limited liability under the laws of Japan (Nomura Holdings, Inc.
or the Issuer), will issue the above-listed senior notes (collectively, the Notes) pursuant to a senior debt indenture dated January 16, 2020 (the Indenture). Nomura Securities International, Inc. and other
broker-dealers may use this prospectus supplement and the accompanying prospectus in connection with market-making transactions in the Notes after their initial sale. The senior fixed rate notes due July 14, 2026 (the
5-year Notes) will bear interest commencing on July 12, 2021 at the rate of 1.653% per annum payable semi-annually in arrears on January 14 and July 14 of each year, subject to adjustments as
described herein, with the first interest payment to be made on January 14, 2022 (long first coupon) and the last payment to be made on July 14, 2026. The senior fixed rate notes due July 14, 2028 (the
7-year Notes) will bear interest commencing on July 12, 2021 at the rate of 2.172% per annum payable semi-annually in arrears on January 14 and July 14 of each year, subject to adjustments as
described herein, with the first interest payment to be made on January 14, 2022 (long first coupon) and the last payment to be made on July 14, 2028. The senior fixed rate notes due July 14, 2031 (the
10-year Notes) will bear interest commencing on July 12, 2021 at the rate of 2.608% per annum payable semi-annually in arrears on January 14 and July 14 of each year, subject to adjustments as
described herein, with the first interest payment to be made on January 14, 2022 (long first coupon) and the last payment to be made on July 14, 2031.
Nomura Holdings, Inc. may at its option, subject to the prior confirmation of the Financial Services Agency of Japan (the FSA) (if
such confirmation is required under the Financial Instruments and Exchange Act of Japan (Act No. 25 of 1948, as amended, the Financial Instruments and Exchange Act) or any other applicable laws and regulations then in effect), call
all, but not less than all, of the relevant series of the Notes for redemption, upon the occurrence of certain changes in Japanese tax law, subject to certain conditions. See Description of Senior Debt Securities Issued under the Senior Debt
Indenture between Nomura Holdings, Inc. and Citibank, N.A.Optional Tax Redemption in the accompanying prospectus. The Notes will not otherwise be redeemable by Nomura Holdings, Inc. prior to the stated maturity. The Notes will not be
subject to any sinking fund. Each series of the Notes will be represented by one or more global notes deposited with a custodian for and registered in the name of a nominee of The Depository Trust Company (DTC), as depositary. Beneficial
interests in the Notes will be shown on, and transfers thereof will be effected only through, records maintained by DTC and its direct and indirect participants, including Euroclear Bank SA/NV (Euroclear) and Clearstream Banking S.A.
(Clearstream). The Notes will be issued only in registered form in minimum denominations of $200,000 and integral multiples of $1,000 in excess thereof.
The Notes will be direct, unconditional, unsubordinated and unsecured obligations of Nomura Holdings, Inc. and rank pari passu and
without preference among themselves and with all other unsecured obligations, other than subordinated obligations of Nomura Holdings, Inc. (except for statutorily preferred exceptions) from time to time outstanding. Each series of the Notes is
intended to qualify as total loss-absorbing capacity (TLAC) debt under the TLAC regulations in Japan applicable to Nomura Holdings, Inc. See Risk FactorsRisks Relating to the NotesThe Notes will be structurally
subordinated to indebtedness and other liabilities of our subsidiaries, including Nomura Securities Co., Ltd. and Nomura Financial Products & Services, Inc. and other risk factors in relation to TLAC regulations in the same section of
this prospectus supplement.
Approval-in-principle has been
received for the listing and quotation of the Notes on the Singapore Exchange Securities Trading Limited (the SGX-ST). The SGX-ST assumes no responsibility
for the correctness of any of the statements made, opinions expressed or reports contained herein. Approval in-principle for the listing and quotation of the Notes on the
SGX-ST is not to be taken as an indication of the merits of Nomura Holdings, Inc., its subsidiaries and associated companies or the Notes.
Investing in the Notes involves risks. You should carefully consider the risk factors set forth in Item 3. Key InformationD.
Risk Factors of our most recent annual report on Form 20-F filed with the U.S. Securities and Exchange Commission (the SEC) and in the Risk Factors
section beginning on page S-13 of this prospectus supplement before making any decision to invest in the Notes.
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Per 5-year
Note
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Per 7-year
Note
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Per 10-year
Note
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Total
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Public offering price(1)
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100.000
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%
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100.000
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%
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100.000
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%
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$
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3,250,000,000
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Underwriting commissions(2)
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0.350
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%
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0.400
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%
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0.450
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%
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$
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12,875,000
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Proceeds, before expenses, to Nomura Holdings,
Inc.(1)
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99.650
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%
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99.600
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%
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99.550
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%
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$
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3,237,125,000
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(1)
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Plus accrued interest from July 12, 2021, if settlement occurs after that date.
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(2)
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For additional underwriting compensation information, see Underwriting (Conflicts of Interest).
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Neither the SEC nor any other regulatory body has approved or disapproved of the Notes or passed upon the accuracy or
adequacy of this prospectus supplement or the accompanying prospectus. Any representation to the contrary is a criminal offense.
The Notes offered
by this prospectus supplement and the accompanying prospectus are being offered by the underwriters, subject to prior sale, withdrawal, cancellation or modification of the offer without notice, to delivery to and acceptance by the underwriters and
to certain further conditions. It is expected that the Notes will be delivered in book-entry form only, on or about July 12, 2021, through the facilities of DTC and its participants, including Euroclear and Clearstream.
Joint Lead Managers and Joint Bookrunners
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SMBC NIKKO
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BBVA
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BofA Securities
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Crédit Agricole CIB
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Natixis
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Rabo Securities
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Société Générale
Corporate & Investment Banking
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Standard Chartered Bank
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Co-Managers
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BMO Capital Markets
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BNP PARIBAS
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BNY Mellon Capital Markets, LLC
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Deutsche Bank Securities
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ING
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IMI - Intesa Sanpaolo
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Mizuho Securities
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Morgan Stanley
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Scotiabank
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Swedbank
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UBS Investment Bank
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UniCredit Capital Markets
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Prospectus Supplement dated July 6, 2021.