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Nomura Holdings, Inc. Prospectus Supplement Dated July 6, 2021 (PDF)

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Nomura Holdings, Inc. Prospectus Supplement Dated July 6, 2021 (PDF) 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 Factors—Risks Relating to the Notes—The 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 Information—D. 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. Per 5-year Per 7-year Per 10-year Note Note Note Total Public offering price(1) ............................. 100.000% 100.000% 100.000% $3,250,000,000 Underwriting commissions(2) ........................ 0.350% 0.400% 0.450% $ 12,875,000 Proceeds, before expenses, to Nomura Holdings, Inc.(1) . 99.650% 99.600% 99.550% $3,237,125,000 (1) Plus accrued interest from July 12, 2021, 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 July 12, 2021, through the facilities of DTC and its participants, including Euroclear and Clearstream. Joint Lead Managers and Joint Bookrunners Nomura Citigroup SMBC NIKKO BBVA BofA Securities Cre´dit Agricole CIB Socie´te´Ge´ne´rale Natixis Rabo Securities Standard Chartered Bank Corporate & Investment Banking Co-Managers BMO Capital Markets BNP PARIBAS BNY Mellon Capital Markets, LLC Deutsche Bank Securities ING IMI - Intesa Sanpaolo Mizuho Securities Morgan Stanley Scotiabank Swedbank UBS Investment Bank UniCredit Capital Markets Prospectus Supplement dated July 6, 2021. TABLE OF CONTENTS Prospectus Supplement Page About This Prospectus Supplement ......................................................... S-v Cautionary Statement Regarding Forward-Looking Statements ................................... S-vi Presentation of Financial and Other Information .............................................. S-vi Prospectus Supplement Summary .......................................................... S-1 Summary Risk Factors ................................................................... S-2 The Offering .......................................................................... S-4 Risk Factors ........................................................................... S-13 Use of Proceeds ........................................................................ S-20 Capitalization and Indebtedness ........................................................... S-21 Selected Financial and Other Information .................................................... S-22 Description of the Notes ................................................................. S-24 Taxation .............................................................................. S-29 Benefit Plan Investor Considerations ....................................................... S-30 Underwriting (Conflicts of Interest) ........................................................ S-31 Experts ............................................................................... S-38 Legal Matters .......................................................................... S-39 Enforcement of Civil Liabilities ........................................................... S-39 Where You Can Find More Information ..................................................... S-39 Prospectus Page Nomura Holdings, Inc. .................................................................. 1 Senior Debt Securities ................................................................... 1 Risk Factors ........................................................................... 2 Use of Proceeds ........................................................................ 8 Capitalization and Indebtedness ........................................................... 9 Description of Senior Debt Securities Issued under the Senior Debt Indentures between Nomura Holdings, Inc. and Deutsche Bank Trust Company Americas .................................. 10 Description of Senior Debt Securities Issued under the Senior Debt Indenture between Nomura Holdings, Inc. and Citibank, N.A. ........................................................ 34 Legal Ownership and Book-Entry Issuance .................................................. 55 Taxation .............................................................................
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