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NOMURA 7.000% Perpetual Corp (USD)
Nomura Holdings, Inc.
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Bond Issuer
Nomura Holdings, Inc.
Guarantor
-
Announcement Date
24 Jun 2025
Issue Date
01 Jul 2025
Maturity Date
Perpetual
Years to Maturity / Next Call
Perpetual / 3.761
Modified Duration
3.196 @ 09 Oct 2026
Issue / Reoffer Price
100.000
Issue / Reoffer Yield
7.000
Coupon Type
Variable
Annual Coupon Rate
7.000
Coupon Frequency
Semi Annually
Seniority
Junior Subordinated
Capital Structure
Additional Tier 1
Reference Rate
Reset Date: 15 January 2031 and every 5 years thereafter.
Reset Rate: 5 Year UST + Initial margin (3.084%)
ISIN
US65535HCC16
CUSIP
65535HCC1
Bond Currency
USD
Total Issue Size
1,000,000,000
Min. Investment Quantity (Nominal)
USD 200,000
Incremental Quantity (Nominal)
USD 1,000
Bond Type
High Yield Corporate
Bond Sector
Financials
Bond Sub Sector
Diversified Financial Services
Issuer Credit Rating (S&P/ Fitch)
***/ A-
Bond Credit Rating (S&P/ Fitch)
***/ BB
Shariah Compliant
No
Exchange Listed
SGX
Loss Absorption
Going Concern Write-Down upon a Capital Ratio Event
If a Capital Ratio Event occurs, on the related Going Concern Write-Down Date (as defined below), the principal amount of the Securities will be written down, as more fully described in the accompanying prospectus, to such extent determined necessary by us after consultation with the FSA or any other relevant Japanese supervisory authority that such write-down and a write-down of the principal amount of (or conversion into equity, if applicable, of) all other outstanding debt securities that are intended to qualify as our Additional Tier 1 Capital, which is triggered by the same Capital Ratio Event, will result in an increase in our Consolidated Common Equity Tier 1 Ratio (as defined in the accompanying prospectus) to a sufficient level exceeding 5.125%. If this write-down mechanism, when implemented to the full extent, is expected to result in an increase in our Consolidated Common Equity Tier 1 Ratio to a level short of 5.125%, the principal amount of the Securities per $1,000 in principal amount at issuance will be reduced to one cent per $1,000 of the principal amount at issuance, and no interest will accrue on the Securities thereafter. Holders of the Securities will be deemed to have irrevocably waived their right to claim or receive payments of principal of or interest on the Securities to the extent of such write-down.
A "Capital Ratio Event" will be deemed to have occurred when our Consolidated Common Equity Tier 1 Ratio reported or publicly announced by the Issuer declines below 5.125%, as more fully defined in the accompanying prospectus.
Write-down and Cancellation upon a Non-Viability Event
If a Non-Viability Event occurs, on the Write-Down and Cancellation Date (as defined below), principal of the Securities will be permanently written down to zero, the Securities will be cancelled, and holders of the Securities will be deemed to have irrevocably waived their right to claim or receive any payment of principal of or interest on the Securities.
A "Non-Viability Event" will be deemed to have occurred at the time that the Prime Minister of Japan confirms (nintei) that any measures (tokutei dai nigo sochi) set forth in Article 126-2, Paragraph 1, Item 2 of the Deposit Insurance Act (or any successor provision thereto) need to be applied to us.
"Write-Down and Cancellation Date" means, upon the occurrence of a Non-Viability Event, the date that shall be determined by us after consultation with the FSA or any other relevant Japanese supervisory authority and shall be no later than ten Business Days following the date of the Write-Down and Cancellation Notice (as defined in the accompanying prospectus).
Write-Down and Cancellation upon a Bankruptcy Event
Immediately upon the occurrence of a Bankruptcy Event, principal of the Securities will be permanently written down to zero, the Securities will be cancelled, and holders of the Securities will be deemed to have irrevocably waived their right to claim or receive any payment of principal of or interest on the Securities.
A "Bankruptcy Event" will be deemed to have occurred if a competent court in Japan has commenced bankruptcy proceedings, corporate reorganization proceedings or civil rehabilitation proceedings with respect to, or special liquidation proceedings (tokubetsu seisan) have commenced by or with respect to us in Japan or if we have become subject to similar proceedings in any other jurisdiction, as more fully described in the accompany prospectus.
See "Description of Perpetual Subordinated Debt Securities—Write-downs and Write-ups—Write-Down and Cancellation upon a Non-Viability Event or Bankruptcy Event (Write-Down and Cancellation)" in the accompanying prospectus.
Deferral Interest Payment
If we determine that it is necessary to cancel payment of the interest on the Securities, we may at any time and in our sole discretion cancel payment of all or part of the interest accrued on the Securities on an interest payment date.
Among other circumstances, we will make a determination to cancel interest payments if and to the extent we fail to meet the applicable regulatory capital buffer requirements and implement a capital distribution constraints plan submitted to the Financial Services Agency of Japan (the "FSA") pursuant to an order of the FSA under the Japanese capital distribution constraints system. Notwithstanding the foregoing, we may determine that it is necessary to cancel payments of interest on the Securities due to other factors in our sole discretion.
Mandatory cancellation of interest payments
In addition to our ability to cancel interest payments in our sole discretion, we will be prohibited from paying, and shall cancel, all or part of the interest on the Securities on an interest payment date (including additional amounts with respect thereto, if any), if and to the extent that the interest payable on the Securities on such interest payment date exceeds the Interest Payable Amount.
Cancellation of Interest: Non-cumulative.
Dividend Stopper
If Nomura determines to cancel an interest payment on the perpetual subordinated debt securities (in whole or in part) in Nomura’s sole discretion, Nomura shall procure that its board of directors does not resolve or present a proposal at a general meeting of shareholders to (x) make a payment of a cash dividend on shares of common stock or other classes of shares qualifying as Additional Tier 1 Capital, excluding Additional Tier 1 Senior Dividend Preferred Shares, or (y) make a payment of a cash dividend on the Additional Tier 1 Senior Dividend Preferred Shares in excess of the product of one-half of the amount of the preferred cash dividend on such shares and a ratio determined by the interest on perpetual subordinated debt securities. Additionally, Nomura shall procure that the proportion of the amount canceled in respect of interest or dividends on any Additional Tier 1 Liabilities matches the proportion canceled in respect of the interest on perpetual subordinated debt securities.
Agreement to interest cancellation
By subscribing for, purchasing or otherwise acquiring the Securities, holders of the Securities acknowledge and agree to a cancellation of interest payments under the terms of the Securities. See "Description of Perpetual Subordinated Debt Securities—Cancellation of Interest Payments" in the accompanying prospectus.
Issuer Call
First Call Date: July 15, 2030 (6-Month Par Call)
Additional Note
All of the debt securities are intended to qualify as our external total loss-absorbing capacity, or external TLAC, debt under the Japanese TLAC Standard (as defined below). Of these debt securities, the perpetual subordinated debt securities are intended to qualify also as our Additional Tier 1 Capital under the Applicable Capital Adequacy Regulations (each as defined in "Description of Perpetual Subordinated Debt Securities—Cancellation of Interest Payments—Optional Cancellation of Interest Payments") and, as such, will be fully and permanently written down to zero under their contractual terms, if we become subject to orderly resolution measures under the Deposit Insurance Act of Japan (Act No. 34 of 1971, as amended; the "Deposit Insurance Act"). See "Risks Relating to the Perpetual Subordinated Debt Securities—The perpetual subordinated debt securities will be subject to a Write-Down and Cancellation upon the occurrence of a Non-Viability Event or a Bankruptcy Event, in either of which cases you will lose the entire value of your investment." On the other hand, the senior debt securities, which do not contain non-viability and bankruptcy-related write-down provisions, may be subject to loss absorption in court-administered insolvency proceeding if we become subject to orderly resolution measures under the Deposit Insurance Act and Japanese insolvency laws as described below.
Under the Japanese TLAC Standard, unsecured senior debt issued by the Domestic Resolution Entity for a TLAC Covered SIB is not required to include any contractual write-down, write-off or conversion provisions in order to qualify as external TLAC debt. In addition, unsecured senior debt issued by the Domestic Resolution Entity for a TLAC Covered SIB is not required to include any subordination provisions in order to qualify as external TLAC debt, so long as the Domestic Resolution Entity's creditors are recognized as structurally subordinated to the creditors of its subsidiaries and affiliates by the FSA on the grounds that the amount of excluded liabilities as defined in the Japanese TLAC Standard of such Domestic Resolution Entity ranking pari passu or junior to its unsecured senior liabilities does not exceed 5% of its external TLAC in principle, while the Internal TLAC incurred by material subsidiaries of a TLAC Covered SIB is required to include the Contractual Loss Absorption Provisions and to be subordinated to such entity's excluded liabilities.The senior debt securities are intended to qualify as external TLAC debt under the Japanese TLAC Standard due in part to their structural subordination.
Redemption for regulatory reasons
The Securities may, subject to prior confirmation of the FSA (if such confirmation is required under the Applicable Capital Adequacy Regulations), be redeemed at our option, in whole, but not in part, at any time, on not less than 25 nor more than 60 days' prior notice to the trustee, at a redemption price equal to 100% of the Current Principal Amount of the Securities on the date fixed for redemption plus accrued and unpaid interest to (but excluding) the date fixed for redemption and any related additional amounts due on the date fixed for redemption.
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