Bond Mizuh? Financial Group Inc. 3.477% ( US60687YAD13 ) in USD

Mizuh? Financial Group Inc.

99.91 % ▲

Japan

US60687YAD13 ( in USD )

3.477% per year ( payment 2 times a year)

11/04/2026

Prospectus brochure of the bond Mizuho Financial Group Inc US60687YAD13 en USD 3.477%, maturity 11/04/2026

12/04/2026 ( In 29 days )

Mizuho Financial Group, Inc. is a major Japanese financial services company offering a wide range of services including banking, securities, and asset management, operating both domestically and internationally.

The Bond issued by Mizuh? Financial Group Inc. ( Japan ) , in USD, with the ISIN code US60687YAD13, pays a coupon of 3.477% per year.
The coupons are paid 2 times per year and the Bond maturity is 11/04/2026

DESCRIPTION OF THE NOTES
The Notes will be issued under the Indenture. Under the Indenture, Mizuho Financial Group may issue
senior debt securities from time to time in one or more series, which will be Mizuho Financial Group's direct,
unconditional, unsubordinated and unsecured obligations and will have the same rank in liquidation as all of
Mizuho Financial Group's other unsecured and unsubordinated debt. Such senior debt securities may be
denominated and payable in U.S. dollars or other currencies. The following summaries of certain provisions of
the Notes and the Indenture do not purport to be complete and are subject to, and are qualified in their entirety
by reference to, all the provisions of the Notes and the Indenture, including the definitions contained therein of
certain terms.
General
The 5-year Notes will be initially limited to $1,750,000,000 aggregate principal amount and, unless
previously redeemed or otherwise cancelled, will mature on April 12, 2021. The 5-year Notes will
bear interest at the rate per annum shown on the front cover of this offering memorandum from (and
including) April 12, 2016 to (and excluding) the maturity date, payable semi-annually in arrears on
April 12 and October 12 of each year, commencing October 12, 2016, to the holders of record as at
5:00 p.m. (New York City time) on the day fifteen Business Days immediately preceding such
interest payment date.
The 10-year Notes will be initially limited to $1,750,000,000 aggregate principal amount and, unless
previously redeemed or otherwise cancelled, will mature on April 12, 2026. The 10-year Notes will
bear interest at the rate per annum shown on the front cover of this offering memorandum from (and
including) April 12, 2016 to (and excluding) the maturity date, payable semi-annually in arrears on
April 12 and October 12 of each year, commencing October 12, 2016, to the holders of record as at
5:00 p.m. (New York City time) on the day fifteen Business Days immediately preceding such
interest payment date.
The Floating Rate Notes will be initially limited to $500,000,000 aggregate principal amount and,
unless previously redeemed or otherwise cancelled, will mature on April 12, 2021. The Floating Rate
Notes will bear interest at a floating rate from (and including) April 12, 2016 to (and excluding) the
maturity date, payable quarterly in arrears on January 12, April 12, July 12 and October 12 of each
year, commencing July 12, 2016, to the holders of record as at 5:00 p.m. (New York City time) on the
day fifteen Business Days immediately preceding such interest payment date. The interest rate on the
Floating Rate Notes for each interest period will be a per annum rate equal to LIBOR for three-month
deposits in U.S. dollars plus 1.48% (the "Floating Interest Rate"), reset quarterly. For more
information, see "--Interest on the Floating Rate Notes."
The Notes will constitute direct, unconditional, unsubordinated and unsecured obligations of Mizuho
Financial Group and rank pari passu and without preference among themselves and with all other unsecured
obligations, other than subordinated obligations, of Mizuho Financial Group (except for statutorily preferred
exceptions) from time to time outstanding.
Mizuho Financial Group is a holding company and conducts substantially all of its operations through
its subsidiaries. As a result, claims of Noteholders will be structurally subordinated to claims of creditors of its
subsidiaries. In addition, various statutes and regulations, including banking and other regulations, may restrict
Mizuho Financial Group's subsidiaries from paying dividends or principal of or interests on loans or other funds
to Mizuho Financial Group. See "Risk Factors--The Notes will be structurally subordinated to the liabilities of
our subsidiaries, including Mizuho Bank and Mizuho Trust and Banking."
The Notes will be repaid at maturity at a price of 100% of the principal amount thereof. The Notes may
be redeemed at any time prior to maturity in the circumstances described under "--Optional Tax Redemption."
The Notes will be issued in denominations of $200,000 or integral multiples of $1,000 in excess thereof. The
Notes do not provide for any sinking fund. Temporary documents of title will not be issued.
The term "Business Day" means a day which is not a day on which banking institutions in New York or
Tokyo are authorized by law or regulation to close.
Payments on the Notes will be made in accordance with any laws, regulations or administrative
practices applicable to Mizuho Financial Group and its agents in respect thereof, including the requirements
under Japanese tax law.
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If and to the extent Mizuho Financial Group shall default in the payment of interest when due, such
defaulted interest shall be paid to the person in whose name the relevant Note is registered at the close of
business on a subsequent record date, which shall not be less than five Business Days prior to the payment of
such defaulted interest, established by notice given by mail or in accordance with clearing system procedures by
or on behalf of Mizuho Financial Group to the holder of the relevant Note not less than fifteen days preceding
such subsequent record date.
Interest on the Fixed Rate Notes
Each series of fixed rate notes will bear interest at the respective rate per annum shown on the cover
page of this offering memorandum as described above under "--General." Interest on the fixed rate notes will be
calculated on the basis of a 360-day year consisting of twelve 30-day months and rounding the resulting figure to
the nearest cent (half a cent being rounded upwards). If any payment is due on the fixed rate notes on a day that
is not a Business Day, such payment will be made on the date that is the next succeeding Business Day.
Payments postponed to the next succeeding Business Day in this situation will be treated under the Indenture as
if they were made on the original due date. Postponement of this kind will not result in a default under the fixed
rate notes or the Indenture, and no interest will accrue on the postponed amount from the original due date to the
next succeeding Business Day.
Interest on the Floating Rate Notes
The Floating Rate Notes will bear interest at the Floating Interest Rate, payable quarterly in arrears, as
described above under "--General." If any date on which interest is payable, other than the maturity date or the
date fixed for redemption, would otherwise fall on a day that is not a Business Day, the interest payment date will
be adjusted to be the next succeeding day that is a Business Day, except that if such day is in the next succeeding
calendar month, the interest payment date will be adjusted to be the immediately preceding day that is a Business
Day. The maturity date for the Floating Rate Notes will be April 12, 2021. In the event April 12, 2021 or the date
fixed for redemption is not a Business Day, the payment of interest and principal in respect of the Floating Rate
Notes will be made on the next succeeding day that is a Business Day, and no interest on such payment shall
accrue due to such postponement for the period from and after April 12, 2021 or such date fixed for redemption.
Each period beginning on (and including) an interest payment date (after any adjustments to make such
date a Business Day) and ending on (but excluding) the next interest payment date (after any adjustments to
make such date a Business Day) of the Floating Rate Notes is referred to as an "Interest Period." For purposes of
the first interest payment on July 12, 2016, the Interest Period will begin on (and include) April 12, 2016. For
purposes of the interest payment on the maturity date, the Interest Period will end on (and exclude) April 12,
2021.
The Floating Interest Rate for each Interest Period in respect of the Floating Rate Notes will be
determined by the calculation agent on the following basis:
(i)
The calculation agent will determine the rate for deposits in U.S. dollars for a period equal or
comparable to the relevant Interest Period which appears on the display page designated
LIBOR01 on the Reuters service (or any successor or such other page or service as may replace
it for the purpose of displaying comparable rates to London interbank offered rates of major
banks for U.S. dollar deposits) as of 11:00 a.m., London time, on the second London Banking
Day before the first day of the relevant Interest Period (the "Interest Determination Date"). The
term "London Banking Day" means a day on which commercial banks are open for business,
including dealings in foreign exchange and foreign currency deposits, in London.
(ii)
If such rate does not appear on that page, the calculation agent will:
(A)
request the principal London office of each of four major banks selected by the
calculation agent in the London interbank market to provide a quotation of the rate at
which deposits in U.S. dollars are offered by it at approximately 11:00 a.m., London
time, on the Interest Determination Date to prime banks in the London interbank
market for a period equal or comparable to the relevant Interest Period and in an
amount that is representative for a single transaction in that market at that time; and
(B)
determine the arithmetic mean (rounded, if necessary, to the nearest one hundred-
thousandth of a percentage point, 0.000005 being rounded upwards) of such
quotations if at least two such quotations are provided as requested.
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(iii)
If fewer than two such quotations are provided as requested, the calculation agent will
determine the arithmetic mean (rounded, if necessary as aforesaid) of the rates quoted by at
least two major banks in New York, selected by the calculation agent, at approximately
11:00 a.m., New York City time, on the first day of the relevant Interest Period for loans in
U.S. dollars to leading European banks for a period equal or comparable to the relevant Interest
Period and in an amount that is representative for a single transaction in that market at that
time.
The Floating Interest Rate for such Interest Period will be a per annum rate equal to the sum of 1.48%
and the rate or the arithmetic mean, as the case may be, determined by one of the three methodologies described
above; provided, however, that if the calculation agent is unable to determine a rate or an arithmetic mean, as the
case may be, in accordance with the above provisions in relation to any Interest Period, the Floating Interest Rate
applicable to the Floating Rate Notes during such Interest Period will be a per annum rate equal to the sum of
1.48% and the rate or the arithmetic mean, as the case may be, applicable in relation to the Floating Rate Notes in
respect of the immediately preceding Interest Period.
The calculation agent will, as soon as practicable after the determination of the Floating Interest Rate for
each Interest Period in respect of the Floating Rate Notes, calculate the amount of interest (the "Interest
Amount") payable in respect of each Floating Rate Note for such Interest Period. The Interest Amount of the
Floating Rate Notes will be calculated by applying the Floating Interest Rate for such Interest Period to the
principal amount of the Floating Rate Notes, multiplying the product by the actual number of days in such
Interest Period (the "Number of Days") divided by 360 and rounding the resulting figure to the nearest cent (half
a cent being rounded upwards). The interest rate on the Floating Rate Notes will in no event be lower than zero.
All determinations, calculations and quotations made or obtained for the purposes of calculating the
Floating Interest Rate and the Interest Amount, whether by the calculation agent or the relevant banks in the
London interbank market (or any of them) will, in the absence of gross negligence, willful misconduct or
manifest error, be binding on Mizuho Financial Group, the calculation agent, the paying agent(s), the trustee, the
relevant banks in the London interbank market and all holders of the Floating Rate Notes.
The calculation agent will cause the Floating Interest Rate, the Number of Days, the Interest Amount for
each Interest Period in respect of the Floating Rate Notes and the relevant record date and interest payment date
to be notified to Mizuho Financial Group and the trustee, and such information will be notified or published to
the holders of the Floating Rate Notes through DTC or through another reasonable manner as soon as possible
after their determination. The interest payment date so notified or published may subsequently be amended.
Further Issuances
Mizuho Financial Group reserves the right, from time to time, without the consent of the Noteholders of
any series of Notes, to issue additional notes on terms and conditions identical to those of a series of Notes,
which additional notes shall increase the aggregate principal amount of, and shall be consolidated and form a
single series with, the Notes of such series; provided however that Mizuho Financial Group shall not issue any
further notes with the same CUSIP, ISIN or other identifying number as that series of Notes unless such further
notes will be treated as fungible with that series of Notes for U.S. federal income tax purposes. Mizuho Financial
Group may also issue other debt securities under the Indenture as part of a separate series that have different
terms from each series of Notes.
Optional Tax Redemption
Each series of Notes may be redeemed at the option of Mizuho Financial Group, in whole, but not in
part, at any time, upon not less than 30 nor more than 60 days' prior notice, subject to the prior confirmation of
the FSA (if and to the extent required under the then applicable Japanese banking laws or regulations), at a
redemption price equal to 100% of the principal amount of the relevant series of Notes then outstanding (plus
accrued and unpaid interest to (but excluding) the date fixed for redemption and "additional amounts" (as
described below), if any), if Mizuho Financial Group is, or on the next interest payment date would be, required
to pay any additional amounts and such obligation arises as a result of any change in, or amendment to, the laws
(or any regulations or rulings promulgated thereunder) of Japan (or any political subdivision or taxing authority
in or of Japan) affecting taxation, or any change in the official position regarding the application or interpretation
of such laws, regulations or rulings (including a holding, judgment, or order by a court of competent
jurisdiction), which change, amendment, application or interpretation becomes effective on or after the date of
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this offering memorandum, and which obligation cannot be avoided by measures reasonably available to Mizuho
Financial Group; provided that, no such notice of redemption may be given earlier than 90 days prior to the
earliest date on which Mizuho Financial Group would be obligated to make such payment of additional amounts
if a payment in respect of the relevant series of Notes were then due. Prior to the mailing to Noteholders of the
relevant series of Notes of any notice of redemption of the relevant series of Notes pursuant to the foregoing, the
Indenture requires that Mizuho Financial Group certifies to the trustee that the requirements for redemption have
been met and delivers therewith to the trustee an opinion of independent tax counsel or tax consultant of
recognized standing, which opinion shall be reasonably satisfactory to the trustee, to the effect that such
circumstances exist. The trustee shall accept such certificate and opinion as sufficient evidence of the satisfaction
of the conditions precedent described above, in which event it shall be conclusive and binding on the Noteholders
of the relevant series of Notes.
Additional amounts are payable by Mizuho Financial Group under the circumstances described below
under "--Payment of Additional Amounts."
Repurchases
Mizuho Financial Group or any of its subsidiaries may, at any time, subject to the prior confirmation of
the FSA (if and to the extent required under the then applicable Japanese banking laws or regulations), purchase
Notes in the open market or otherwise at any price. Subject to applicable law, neither Mizuho Financial Group
nor any of its subsidiaries shall have any obligation to purchase or offer to purchase Notes held by any holder as
a result of its purchase or offer to purchase Notes held by any other holder, whether on the open market or
otherwise. Any such Notes purchased by Mizuho Financial Group or any of its subsidiaries may, at the discretion
of Mizuho Financial Group or the relevant subsidiary, be held, resold or surrendered to the paying agent for
cancellation by Mizuho Financial Group or any such subsidiary, as the case may be. The Notes so purchased,
while held by or on behalf of Mizuho Financial Group or any such subsidiary, as the case may be, shall not
entitle the holder to vote at any meetings of the Noteholders of the relevant series of Notes and shall not be
deemed to be outstanding for the purposes of calculating quorums at meetings of the Noteholders of such series
of Notes or for the purposes of "--Acceleration of Notes Upon an Event of Default."
Payment of Additional Amounts
All payments of principal and interest in respect of the Notes by Mizuho Financial Group shall be made
without withholding or deduction for, or on account of, any present or future taxes, duties, assessments, levies or
governmental charges of whatever nature imposed or levied by or on behalf of Japan, or any political subdivision
of, or any authority in, or of, Japan having power to tax ("Japanese taxes"), unless such withholding or deduction
is required by law. In that event, Mizuho Financial Group shall pay to the holder of each Note such additional
amounts (all such amounts being referred to herein as "additional amounts") as may be necessary so that the net
amounts received by it after such withholding or deduction shall equal the respective amounts which would have
been receivable in respect of such Note in the absence of such withholding or deduction.
However, no such additional amounts shall be payable in relation to any such withholding or deduction
in respect of any payment on a Note:
(i)
to or on behalf of a Noteholder or beneficial owner of a Note who is an individual non-resident
of Japan or a non-Japanese corporation and is liable for such Japanese taxes in respect of such
Note by reason of its (a) having some connection with Japan other than the mere holding of
such Note, or (b) being a specially-related person of Mizuho Financial Group (as defined in
"Taxation--Japanese Taxation");
(ii)
to or on behalf of a Noteholder or beneficial owner of a Note (a) who would be exempt from
any such withholding or deduction but who fails to comply with any applicable requirement to
provide certification, information, documents or other evidence concerning its nationality,
residence, identity or connection with Japan, including any requirement to provide interest
recipient information (as defined below) or to submit a written application for tax exemption
(as defined below) to Mizuho Financial Group or a paying agent, as appropriate, or (b) whose
interest recipient information is not duly communicated through the participant (as defined
below) and the relevant international clearing organization to a paying agent;
(iii)
to or on behalf of a Noteholder or beneficial owner of a Note who is for Japanese tax purposes
treated as an individual resident of Japan or a Japanese corporation (except for (A) a designated
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financial institution (as defined below) who complies with the requirement to provide interest
recipient information or to submit a written application for tax exemption and (B) an individual
resident of Japan or a Japanese corporation who duly notifies (directly or through the
participant or otherwise) a paying agent of its status as not being subject to Japanese taxes to be
withheld or deducted by Mizuho Financial Group, by reason of such individual resident of
Japan or Japanese corporation receiving interest on the relevant Note through a payment
handling agent in Japan appointed by it);
(iv)
to or on behalf of a Noteholder or beneficial owner of a Note who presents a Note for payment
(where presentation is required) more than 30 days after the relevant date (as defined below),
except to the extent that such Noteholder or beneficial owner of a Note would have been
entitled to such additional amounts on presenting the same on any date during such 30-day
period;
(v)
to or on behalf of a Noteholder who is a fiduciary or partnership or is not the sole beneficial
owner of the payment of the principal of, or any interest on, any Note, and Japanese law
requires the payment to be included for tax purposes in the income of a beneficiary or settlor
with respect to such fiduciary or a member of such partnership or a beneficial owner, in each
case, who would not have been entitled to such additional amounts had it been the holder of
such Note; or
(vi)
in any case that is a combination of any of (i) through (v) above.
Where a Note is held through a participant of a clearing organization or a financial intermediary (each, a
"participant"), in order to receive payments free of withholding or deduction by Mizuho Financial Group for, or
on account of, Japanese taxes, if the relevant beneficial owner of a Note is (i) an individual non-resident of Japan
or a non-Japanese corporation that in either case is not a specially-related person of Mizuho Financial Group or
(ii) a Japanese financial institution (a "designated financial institution") falling under certain categories
prescribed by Article 6, Paragraph 9 of the Special Taxation Measures Act and the Cabinet Order (as defined in
"Taxation--Japanese Taxation") (together with the ministerial ordinance and other regulations thereunder, the
"Act"), all in accordance with the Act, such beneficial owner of a Note must, at the time of entrusting a
participant with the custody of the relevant Note, provide certain information prescribed by the Act to enable the
participant to establish that such beneficial owner of a Note is exempted from the requirement for Japanese taxes
to be withheld or deducted (the "interest recipient information") and advise the participant if such beneficial
owner of a Note ceases to be so exempted including the case where the relevant beneficial owner of the Note
who is an individual non-resident of Japan or a non-Japanese corporation becomes a specially-related person of
Mizuho Financial Group.
Where a Note is not held by a participant, in order to receive payments free of withholding or deduction
by Mizuho Financial Group for, or on account of, Japanese taxes, if the relevant beneficial owner of a Note is
(i) an individual non-resident of Japan or a non-Japanese corporation that in either case is not a specially-related
person of Mizuho Financial Group or (ii) a designated financial institution, all in accordance with the Act, such
beneficial owner of a Note must, prior to each date on which it receives interest, submit to Mizuho Financial
Group or a paying agent, as appropriate, a written application for tax exemption (hikazei tekiyo shinkokusho) (a
"written application for tax exemption") in the form obtainable from Mizuho Financial Group or any paying
agent, as appropriate, stating, among other things, the name and address (and, if applicable, the Japanese
individual or corporation ID number) of such beneficial owner of a Note, the title of the Notes, the relevant
interest payment date, the amount of interest payable and the fact that such beneficial owner of a Note is
qualified to submit the written application for tax exemption, together with documentary evidence regarding its
identity and residence.
As used in this section, the "relevant date" means the date on which any payment in respect of a Note
first becomes due, except that, if the full amount of the moneys payable has not been duly received by the paying
agent on or prior to such due date, it means the date on which, the full amount of such moneys having been so
received, notice to that effect is duly given to the Noteholders in accordance with the Indenture.
The obligation to pay additional amounts shall not apply to (i) any estate, inheritance, gift, sales, excise,
transfer, personal property or any similar tax, assessment or other governmental charge or (ii) any tax,
assessment or other governmental charge that is payable otherwise than by deduction or withholding from
payments of principal or interest on the Notes; provided that, except as otherwise set forth in the Notes and the
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Indenture, Mizuho Financial Group shall pay all stamp and other duties, if any, which may be imposed by Japan,
the United States or any respective political subdivision or any taxing authority thereof or therein, with respect to
the Indenture or as a consequence of the issuance of the Notes.
In addition, no additional amounts will be payable for or on account of any deduction or withholding
imposed pursuant to Sections 1471-1474 of the U.S. Internal Revenue Code, the U.S. Treasury regulations
thereunder and any other official guidance thereunder ("FATCA"), any intergovernmental agreement entered into
with respect to FATCA, or any law, regulation or other official guidance enacted in any jurisdiction
implementing, or relating to, FATCA, similar legislation under the laws of any other jurisdiction, or any such
intergovernmental agreement.
References to principal or interest in respect of the Notes shall be deemed to include any additional
amounts due in respect of Japanese taxes which may be payable as set forth in the Notes and the Indenture.
Events of Default
An event of default with respect to any series of Notes is defined under the Indenture as any one or more
of the following events, subject to modification in a supplemental indenture, each of which we refer to in this
offering memorandum as an event of default, having occurred and be continuing:
(i)
default by Mizuho Financial Group in the payment when due of the interest or principal in
respect of any of the Notes of such series and the continuance of any such default for a period
of 30 days after the date when due, unless Mizuho Financial Group shall have cured such
default by payment within such period;
(ii)
Mizuho Financial Group shall fail duly to perform or observe any other term, covenant or
agreement contained in any of the Notes of such series or in the Indenture in respect of the
Notes of such series for a period of 90 days after the date on which written notice of such
failure, requiring Mizuho Financial Group to remedy the same, shall have been given first to
Mizuho Financial Group (and to the trustee in the case of notice by holders referred to in "--
Acceleration of Notes Upon an Event of Default" below) by the trustee or holders of at least
25% in principal amount of the then outstanding Notes of such series (such notification must
specify the event of default, demand that it be remedied and state that the notification is a
"notice of default" hereunder);
(iii)
a decree or order by any court having jurisdiction shall have been issued adjudging Mizuho
Financial Group bankrupt or insolvent or approving a petition seeking reorganization under the
Bankruptcy Act (Act No. 75 of 2004, as amended; the "Bankruptcy Act"), the Civil
Rehabilitation Act (Act No. 225 of 1999, as amended; the "Civil Rehabilitation Act"), the
Corporate Reorganization Act (Act No. 154 of 2002, as amended; the "Corporate
Reorganization Act"), the Companies Act (Act No. 86 of 2005, as amended; the "Companies
Act") or any other similar applicable law of Japan, and such decree or order shall have
continued undischarged or unstayed for a period of 60 days; or a decree or order of a court
having jurisdiction for the appointment of a receiver or liquidator or trustee or assignee in
bankruptcy or insolvency of Mizuho Financial Group, or of all or substantially all of its
property or for the winding-up or liquidation of its affairs, shall have been issued, and such
decree or order shall have continued undischarged or unstayed for a period of 60 days; or
(iv)
Mizuho Financial Group shall institute proceedings seeking adjudication of bankruptcy or
seeking reorganization under the Bankruptcy Act, the Civil Rehabilitation Act, the Corporate
Reorganization Act, the Companies Act or any other similar applicable law of Japan, or shall
consent to the institution of any such proceedings or shall consent to the appointment of a
receiver or liquidator or trustee or assignee in bankruptcy or insolvency of itself or of all or
substantially all of its property, or an effective resolution shall have been passed by Mizuho
Financial Group for the winding up or dissolution of its affairs, other than for the purpose of an
amalgamation or merger, provided that the continuing or successor corporation in such
amalgamation or merger has effectively assumed the obligations of Mizuho Financial Group
under the Notes and the Indenture.
Provision and Withholding of Notice of Default. Pursuant to the Indenture, the trustee shall give notice
to the Noteholders of the relevant series of Notes of all defaults known to the trustee which have occurred. The
trustee shall transmit the notice within 90 days after the occurrence of an event of default, unless the defaults
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have been cured before the transmission of such notice. However, except in the case of default in the payment of
principal of or interest on the Notes, the trustee may withhold notice of default if and so long as responsible
officers of the trustee determine in good faith that the withholding of the notice is in the interests of the
Noteholders of the relevant series of Notes.
Acceleration of Notes Upon an Event of Default
The Indenture provides that, unless otherwise set forth in a supplemental indenture, if any event of
default occurs and is continuing with respect to a series of Notes, either the trustee or the Noteholders of not less
than 25% in aggregate principal amount of the outstanding Notes of such series, by notice in writing to Mizuho
Financial Group (and to the trustee if given by the Noteholders), may declare the principal of and accrued interest
on the Notes of such series to be due and payable immediately.
Annulment of Acceleration and Waiver of Defaults
In some circumstances, if any or all of the events leading to acceleration under the Indenture, other than
the non-payment of the principal of the Notes that has become due as a result of an acceleration, have been cured,
waived or otherwise remedied, then the Noteholders of a majority in aggregate principal amount of a series of
Notes may (if certain conditions are satisfied) annul past declarations of acceleration or waive past defaults of
such series of Notes.
Application of Proceeds
Any money collected from Mizuho Financial Group by a trustee under the Indenture upon an event of
default shall be applied in the order described below:
(i)
first, to the payment of costs, fees and expenses to the applicable trustee and any paying agent
for the series of senior debt securities for which money was collected, including reasonable
compensation;
(ii)
second, if payment is not due on the principal of the series of senior debt securities for which
money was collected, to the payment of interest on the series in default;
(iii)
third, if payment in accordance with the Indenture is due on the principal of the series of senior
debt securities for which money was collected, to the payment of the whole amount then owing
and unpaid upon all of the senior debt securities of such series for principal and interest, with
interest on the overdue principal; and in case the money collected shall be insufficient to pay in
full the whole amount so due and unpaid upon the senior debt securities of such series, then to
the payment of principal and interest without preference or priority of principal over interest,
ratably to the aggregate of such principal and accrued and unpaid interest; and
(iv)
finally, to the payment of the remainder, if any, to Mizuho Financial Group or any other person
lawfully entitled thereto.
Indemnification of Trustee for Actions Taken on Behalf of Noteholders
The Indenture provides that the trustee shall not be liable with respect to any action taken or omitted to
be taken by it in good faith in accordance with the direction of the Noteholders relating to the time, method and
place of conducting any proceeding for any remedy available to the trustee, or exercising any trust or power
conferred upon the trustee. In addition, the Indenture contains a provision entitling the trustee, subject to the duty
of the trustee to act with the required standard of care during a default, to be indemnified to its satisfaction by the
Noteholders under the Indenture before proceeding to exercise any right or power at the request of such
Noteholders. Subject to these provisions and specified other limitations, the Noteholders of a majority in
aggregate principal amount of a series of Notes outstanding may direct the time, method and place of conducting
any proceeding for any remedy available to the trustee, or exercising any trust or power conferred on the trustee.
Limitation on Suits by Individual Noteholders
The Indenture provides that no individual Noteholder may institute any action against Mizuho Financial
Group under the Indenture, except actions for payment of overdue principal and interest, unless the following
actions have occurred:
(i)
a Noteholder must have previously given written notice to the trustee of the continuing default;
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(ii)
the Noteholders of not less than 25% in aggregate principal amount of the Notes of the affected
series, with each such series treated as a single class, must have:
(a)
made written request to the trustee to institute that action; and
(b)
offered the trustee reasonable indemnity;
(iii)
the trustee must have failed to institute that action within 60 days after receipt of the request
referred to above; and
(iv)
the Noteholders of a majority in principal amount of the Notes of the affected series, voting as
one class, must not have given directions to the trustee inconsistent with those of the holders
referred to above.
However, the right of any Noteholder to institute suit for the enforcement of any such payment of
overdue principal and interest on or after the respective due dates shall not be affected or impaired.
Notwithstanding the foregoing, each Noteholder and the trustee acknowledge, accept, consent and agree,
for a period of 30 days following the date upon which the Prime Minister confirms that specified item 2 measures
(tokutei dai nigo sochi), which are the measures 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 Mizuho Financial Group, not to initiate
any action to attach any of our assets, the attachment of which has been prohibited by designation of the Prime
Minister pursuant to Article 126-16 of the Deposit Insurance Act (or any successor provision thereto).
Mizuho Financial Group shall, as soon as practicable after the Prime Minister has confirmed that
specified item 2 measures (tokutei dai nigo sochi) need to be applied to Mizuho Financial Group, deliver a
written notice of such event to the trustee and to the Noteholders through DTC. Any failure or delay by Mizuho
Financial Group to provide such written notice shall not change or delay the effect of the acknowledgement,
acceptance, consent and agreement described in the preceding paragraph.
Limited Rights to Set Off by Holders
Subject to applicable law, each Noteholder, by acceptance of any interest in the Notes, agrees that, if
(a) Mizuho Financial Group shall institute proceedings seeking adjudication of bankruptcy or seeking
reorganization under the Bankruptcy Act, the Civil Rehabilitation Act, the Corporate Reorganization Act, the
Companies Act or any other similar applicable law of Japan, and as long as such proceedings shall have
continued, or a decree or order by any court having jurisdiction shall have been issued adjudging Mizuho
Financial Group bankrupt or insolvent or approving a petition seeking reorganization under any such laws, and as
long as such decree or order shall have continued undischarged or unstayed, or (b) the Prime Minister confirms
that specified item 2 measures (tokutei dai nigo sochi) need to be applied to Mizuho Financial Group, it will not,
and waives its right to, exercise, claim or plead any right of set off, compensation or retention in respect of any
amount owed to it by Mizuho Financial Group arising under, or in connection with, the Notes or the Indenture.
Covenants
Consolidation, Merger, Sale or Conveyance. The Indenture contains provisions permitting Mizuho
Financial Group, without the consent of the Noteholders, to merge or consolidate with or merge into, or sell,
assign, transfer, lease or convey all or substantially all of its properties or assets to any person or persons,
provided that (i) Mizuho Financial Group is the surviving party of the consolidation or merger or sale,
assignment, transfer, lease or conveyance, or (ii) the successor person or persons that is formed by such
consolidation, into which Mizuho Financial Group is merged, or that acquires such properties or assets by the
sale, assignment, transfer, lease or conveyance is a joint stock company (kabushiki kaisha) organized under the
laws of Japan and assumes Mizuho Financial Group's obligations on the Notes and under the Indenture and on
all series of securities issued thereunder and certain other conditions are met, including that, immediately after
giving effect to such transaction, no event of default under the Indenture has occurred and is continuing.
Notwithstanding the foregoing, each Noteholder and the trustee acknowledge, accept, consent and agree
to any transfer of Mizuho Financial Group's assets (including shares of subsidiaries of Mizuho Financial Group)
or liabilities, or any portions thereof, effected with permission of a Japanese court in accordance with Article
126-13 of the Deposit Insurance Act (or any successor provision thereto), and that any such transfer shall not
constitute a sale, assignment, transfer, lease or conveyance of its properties or assets for the purpose of the
requirements set forth above or in the next paragraph.
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Before the consummation of the proposed consolidation, merger, sale, assignment, transfer, lease or
conveyance, Mizuho Financial Group shall deliver an officer's certificate, and an opinion of counsel, to the effect
that the conditions set forth above and in the Indenture have been met. The trustee shall be entitled to rely
conclusively and without liability upon such officer's certificate and opinion of counsel.
Evidence of Mizuho Financial Group's Compliance. There are provisions in the Indenture requiring
Mizuho Financial Group to furnish to the trustee each year a brief certificate from its principal executive,
financial or accounting officer as to his or her knowledge of Mizuho Financial Group's compliance with all
conditions and covenants under the Indenture.
Discharge
Unless otherwise set forth in a supplemental indenture, Mizuho Financial Group may discharge all of its
obligations, other than as to transfers and exchanges, under the Indenture after Mizuho Financial Group has:
(i)
paid or caused to be paid the principal of and interest on all of the outstanding senior debt
securities in accordance with their terms; or
(ii)
delivered to the paying agent for cancellation all of the outstanding senior debt securities.
Modification of the Indenture
Modification without Consent of Holders. Mizuho Financial Group and the trustee may enter into
supplemental indentures without the consent of the Noteholders to:
(i)
evidence the assumption by a successor corporation of Mizuho Financial Group's obligations
under the Indenture;
(ii)
add covenants for the protection of the Noteholders;
(iii)
cure any ambiguity or correct any inconsistency
(iv)
add to, change or eliminate any of the provisions of the Indenture (provided that such addition,
change or elimination shall not adversely affect the interests of the holders of any outstanding
Notes in any material respect);
(v)
establish the forms or terms of the senior debt securities of any series; or
(vi)
evidence the acceptance of appointment by a successor trustee.
Modification with Consent of Holders. Mizuho Financial Group and the trustee, with the consent of the
Noteholders of not less than a majority in aggregate principal amount of each affected series of Notes, may add
any provisions to, or change in any manner or eliminate any of the provisions of, the Indenture or modify in any
manner the rights of the Noteholders; provided, however, that Mizuho Financial Group and the trustee may not
make any of the following changes to the terms of the Notes, without the consent of each Noteholder hat would
be affected by the change:
(i)
extend the final maturity of the Notes or of any installment of principal of any Notes;
(ii)
reduce the principal amount;
(iii)
reduce the rate or extend the time of payment of interest;
(iv)
reduce any amount payable on redemption;
(v)
change the currency or other terms in or under which the principal, including any amount of
original issue discount, premium, or interest on the Notes is payable;
(vi)
change any of Mizuho Financial Group's obligations to pay any additional amounts on the
Notes for any tax, assessment or governmental charge withheld or deducted (if any);
(vii)
impair the right to institute suit for the enforcement of any payment on the Notes when or after
due; or
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(viii)
reduce the percentage of the Notes the consent of whose holders is required for modification of
the Indenture.
Repayment of Funds
The Indenture will provide that all monies paid by Mizuho Financial Group to the paying agent for a
particular series of Notes for payment of principal or interest on any Note which remains unclaimed at the end of
two years after such payment shall become due and payable will be repaid to Mizuho Financial Group and all
liability of the paying agent with respect thereto will cease, and to the extent permitted by law, the Noteholder of
such Notes shall thereafter look only to Mizuho Financial Group for any payment which such holder may be
entitled to collect.
New York Law to Govern
The Indenture and the Notes will be governed by and construed in accordance with the laws of the State
of New York.
Consent to Service of Process and Submission to Jurisdiction
Under the Indenture, Mizuho Financial Group irrevocably designates Mizuho Bank, Ltd., New York
Branch as its authorized agent for service of process in any legal action or proceeding arising out of or relating to
the Indenture or the Notes brought in any federal or state court in the County of New York, and Mizuho Financial
Group irrevocably submits to the jurisdiction of those courts.
Methods of Receiving Payments
The principal of, and interest and additional amounts on, the Notes represented by the Global Notes (as
defined below) will be payable in U.S. dollars. Subject to the terms of the Indenture, the paying agent will hold
all sums received by it for the payment of the principal and interest on the Notes in trust for the benefit of the
Noteholders. Mizuho Financial Group will cause the paying agent to pay such amounts received by it, on the
dates payment is to be made, directly to DTC.
Book-Entry; Delivery and Form
DTC
The Notes will initially be issued to investors only in book-entry form. The Notes sold in reliance on
Rule 144A under the U.S. Securities Act will initially be in the form of one or more fully registered Global Notes
(the "Rule 144A Global Notes") and the Notes sold in reliance on Regulation S under the U.S. Securities Act will
initially be in the form of one or more fully registered Global Notes (the "Regulation S Global Notes" and
together with the Rule 144A Global Notes, the "Global Notes"). The Global Notes will be issued and registered
in the name of Cede & Co., acting as nominee for DTC, which will act as securities depositary for the Notes. The
Global Notes will initially be deposited with The Bank of New York Mellon, acting as custodian for DTC.
The Notes (including any beneficial interest in a Global Note) will be subject to certain restrictions on
transfer set forth in the Notes and the Indenture and will bear a legend regarding the restrictions as set forth under
"Transfer Restrictions." Under certain circumstances, transfers may be made only upon receipt by the trustee of a
written certification (in the form provided in the Indenture).
On or prior to the fortieth day after the later of the commencement of the offering and the date of the
issuance of the Notes, a beneficial interest in a Regulation S Global Note may be transferred to a person who
wishes to take delivery of such beneficial interest through a Rule 144A Global Note only upon receipt by the
paying agent of a written certification (in the form provided in the Indenture) from the transferor to the effect that
the transferor (i) reasonably believes that the transferee is a "qualified institutional buyer" within the meaning of
Rule 144A purchasing for its own account (or for the account of one or more qualified institutional buyers over
which account it exercises sole investment discretion), (ii) transfers such Note in a transaction meeting the
requirements of Rule 144A and (iii) has notified the transferee of the restrictions on transfer set forth under
"Transfer Restrictions."
Beneficial interests in a Rule 144A Global Note may be transferred to a person who takes delivery in the
form of an interest in a Rule 144A Global Note without any written certification from the transferor or the
transferee. Beneficial interests in a Rule 144A Global Note may be transferred to a person who takes delivery in
the form of an interest in a Regulation S Global Note only upon receipt by the paying agent of a written
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