New Issue: Mizuho Financial sells $2.6 billion of fixed-to-fixed reset rate notes in three parts

By Mary-Katherine Stinson and Cristal Cody

Lexington, Ky., Feb. 22 – Mizuho Financial Group, Inc. sold $2.6 billion of senior callable fixed-to-fixed reset rate notes on Tuesday, according to an FWP filed with the Securities and Exchange Commission and details from a market source.

The $1 billion 5.667% senior callable fixed-to-fixed reset rate notes due May 27, 2029 priced at par with a spread of 150 basis points over Treasuries. Price talk was in the Treasuries plus 165 bps area.

The $700 million 5.739% senior callable fixed-to-fixed reset rate notes due May 27, 2031 priced at par, or 165 bps over Treasuries. Spread talk was in the 180 bps area.

The $900 million 5.754% senior callable fixed-to-fixed reset rate notes due May 27, 2034 priced at par, or 180 bps over Treasuries, versus talk in the 195 bps area.

Each series is callable in whole at par plus interest on the date that is one year prior to the maturity date of that series, which is also the reset date, and anytime at par for Japanese taxation reasons.

On the reset date, one year prior to maturity, the coupon for the 2029 notes will reset to Treasuries plus 150 bps, for the 2031 notes it will reset to Treasuries plus 165 bps and for the 2034 notes it will reset to Treasuries plus 180 bps.

Mizuho Securities USA LLC and BofA Securities, Inc. are the joint bookrunners. Joint lead managers are Goldman Sachs & Co. LLC and J.P. Morgan Securities LLC.

Proceeds will be used to make a loan to subsidiary Mizuho Bank, which intends to use those funds for general corporate purposes.

The bank holding company is based in Tokyo.

Issuer:	Mizuho Financial Group, Inc.
Amount:	$2.6 billion
Issue:	Notes
Joint bookrunners:	Mizuho Securities USA LLC (billing and delivery) and BofA Securities, Inc.
Joint lead managers:	Goldman Sachs & Co. LLC and J.P. Morgan Securities LLC
Senior co-managers:	Citigroup Global Markets Inc., Danske Markets Inc., ING Financial Markets LLC and Natixis Securities Americas LLC
Co-managers:	Daiwa Capital Markets America Inc., BNY Mellon Capital Markets, LLC, Citizens Capital Markets, Inc., Bank of Ireland, KKR Capital Markets LLC, Korea Development Bank, Shinhan Securities Co., Ltd., Societe Generale, TD Securities (USA) LLC, Academy Securities, Inc., AmeriVet Securities, Inc., CastleOak Securities, LP, Drexel Hamilton, LLC, Great Pacific Securities, Loop Capital Markets LLC, Mischler Financial Group, Inc., R. Seelaus & Co., LLC, Samuel A. Ramirez & Co., Inc. and Siebert Williams Shank & Co., LLC
Trustee:	Bank of New York Mellon
Counsel to issuer:	Simpson Thacher & Bartlett LLP and Nagashima Ohno & Tsunematsu
Counsel to underwriters:	Davis Polk & Wardwell LLP
Trade date:	Feb. 21
Settlement date:	Feb. 27
Ratings:	Moody’s: A1
	S&P: A-
2029 notes
Amount:	$1 billion
Maturity:	May 27, 2029
Coupon:	5.667% initially; at Treasuries plus 150 bps beginning May 27, 2028
Price:	Par
Yield:	5.667%
Spread:	Treasuries plus 150 bps
Call features:	In whole on May 27, 2028 at par
Price talk:	Treasuries plus 165 bps area
Cusip:	60687YCP2
2031 notes
Amount:	$700 million
Maturity:	May 27, 2031
Coupon:	5.739% initially; at Treasuries plus 165 bps beginning May 27, 2030
Price:	Par
Yield:	5.739%
Spread:	Treasuries plus 165 bps
Call features:	In whole on May 27, 2030 at par
Price talk:	Treasuries plus 180 bps area
Cusip:	60687YCR8
2034 notes
Amount:	$900 million
Maturity:	May 27, 2034
Coupon:	5.754% initially; at Treasuries plus 180 bps beginning May 27, 2033
Price:	Par
Yield:	5.754%
Spread:	Treasuries plus 180 bps
Call features:	In whole on May 27, 2033 at par
Price talk:	Treasuries plus 195 bps area
Cusip:	60687YCT4

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