SUBJECT
TO COMPLETION, DATED JANUARY 4, 2023
PRELIMINARY PROSPECTUS SUPPLEMENT
to Prospectus dated December 20, 2021.
$
$ % Senior Notes due 2026
$ % Senior Notes due 2028
$ % Senior Notes due 2033
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
, 2026 (the 3-year Notes) will bear interest at the rate of
% per annum payable semi-annually in arrears on
and
of each year, with the first interest payment to be made on
, 2023 and the last payment to be made on
, 2026. The senior fixed rate notes due
, 2028 (the 5-year Notes) will bear interest at the rate of
% per annum payable semi-annually in arrears on
and
of each year, with the first interest payment to be made on
, 2023 and the last payment to be made on
, 2028. The senior fixed rate notes due
, 2033 (the 10-year Notes) will bear interest at the rate of
% per annum payable semi-annually in arrears on
and
of each year, with the first interest payment to be made on
, 2023 and the last payment to be made on
, 2033. 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
SecuritiesOptional 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-12 of this prospectus supplement before making any decision to invest in the Notes.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Per 3-year Note |
|
|
Per 5-year Note |
|
|
Per 10-year Note |
|
|
Total |
|
Public offering price(1) |
|
|
|
% |
|
|
|
% |
|
|
|
% |
|
$ |
|
|
Underwriting commissions(2) |
|
|
|
% |
|
|
|
% |
|
|
|
% |
|
$ |
|
|
Proceeds, before expenses, to Nomura Holdings,
Inc.(1) |
|
|
|
% |
|
|
|
% |
|
|
|
% |
|
$ |
|
|
(1) |
Plus accrued interest
from , 2023, if settlement occurs after that date. |
(2) |
For additional underwriting compensation information, see Underwriting (Conflicts of Interest).
|
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 , 2023, through the
facilities of DTC and its participants, including Euroclear and Clearstream.
Joint Lead Managers and Joint Bookrunners
Prospectus Supplement dated , 2023.