Filed pursuant to Rule 424(b)(5)
Registration number 333-266555
The information contained in this preliminary prospectus supplement and in the accompanying prospectus is incomplete and subject to addition and modification. This preliminary prospectus supplement and the accompanying prospectus do not constitute an offer to sell or seek to obtain an offer to buy these securities in any jurisdiction where the offer or sale is not authorized.
SUBJECT TO REALIZATION, AS OF SEPTEMBER 7, 2022
PRELIMINARY PROSPECTUS SUPPLEMENT
(See prospectus of August 5, 2022)
Mizuho Financial Group, Inc.
US$ % senior redeemable Fixed to Fixed Reset rate notes due in 2028
US$ % senior redeemable Fixed to Fixed Reset rate notes due in 2033
Mizuho Financial Group, Inc., a corporation incorporated with limited liability under the laws of Japan (“Mizuho Financial Group” or the “Issuer”), will issue an aggregate principal amount of $ fixed to fixed reset rate notes due September 2028 (the “6 years notes”) and an aggregate principal amount of $ of senior redeemable securities fixed to fixed Rate Reset Notes due September 2033 (the “11 years Notes” and, with the
6 years Notes, the “Notes” or the “Fixed to Fixed Reset Rate Notes”).
The 6 years The Bonds will bear interest (i) from (and including) September 2022 to (but excluding) September 2027 (the “6 years Notes Reset Date”), at a fixed rate of % per annum, payable semi-annually in arrears in March and September of each year, with the first interest payment to be made on March 2023, and (ii) from (and there including) the 6 years Date of Reset of the Notes up to (but excluding) the maturity date, at a fixed annual rate equal to the applicable US Treasury rate (as defined below) as determined by the Calculation (as defined below) on the 6 years Ratings Reset Determination Date (as defined below) as described in the Notes—fixed to fixed Reset Rate Notes—Determination of the US Treasury Rate”, plus %, payable semi-annually in arrears on March 2028 and September 2028. The 6 years The Notes will mature on September 2028.
11 years old The Bonds will bear interest (i) from (and including) September 2022 to (but excluding) September 2032 (the
“11 years Notes Reset Date”), at a fixed rate of % per annum, payable semi-annually in arrears in March and September of each year, with the first interest payment to be made on March 2023, and (ii) from (and there including) the 11 years old
Date of Reset of the Notes on (but excluding) the maturity date, at a fixed annual rate equal to the applicable US Treasury rate as determined by the Calculation Agent on the 11 years old Ratings Reset Determination Date (as defined below) as described in the Notes—fixed to fixed Reset Rate Notes—Determination of the US Treasury Rate”, plus %, payable semi-annually in arrears on March 2033 and September 2033. The 11 years old The Notes will mature on September 2033.
Mizuho Financial Group may redeem, at its option, each series of Notes, in whole, but not in part, on the date that is one year prior to the Maturity Date of such series of Notes, at the applicable redemption price, subject of certain conditions. See “Description of the Notes — Optional Redemption”. In addition, Mizuho Financial Group may, at its option, redeem the Notes of each series, in whole, but not in part, upon the occurrence of certain changes in Japanese tax laws, subject to certain conditions. See ”Description of the Notes — Optional Tax Redemption”. Each series of Notes will not be subject to any sinking funds. The Notes will be represented by one or more global notes deposited with a depositary and registered in the name of a nominee of The Depository Trust Company (“DTC”), as depository. Beneficial interests in Notes will be disclosed and transfers thereof made only through the records maintained by DTC and its direct and indirect participants, including Euroclear Bank SA/NV (“Euroclear”) and Clearstream Banking SA ( “Clearstream”). The Notes will be issued only in registered form in minimum denominations of $200,000 and in integral multiples of $1,000 beyond.
The net proceeds from the issue and sale of each series of Notes will be used to make a loan to Mizuho Bank (as defined below), which intends to use such funds for its general purposes. See “Product Use”.
Each series of Bonds is intended to qualify as total loss-absorbing capacity (“TLAC”) external debt under the Japanese TLAC Standard (as defined below). The Notes will constitute the direct, unconditional, unsubordinated and unsecured obligations and rank of Mizuho Financial Group
past bet and without preference between them and with all other unsecured obligations, other than subordinated obligations of Mizuho Financial Group (except for preferred statutory exceptions) current from time to time. See also “Risk Factors – Risks Relating to the Notes – The Notes will be structurally subordinated to the liabilities of our subsidiaries, including Mizuho Bank and Mizuho Trust & Banking. »
We have applied to the Luxembourg Stock Exchange to list the Notes on the official list of the Luxembourg Stock Exchange and to admit these Notes to trading on the Euro MTF market of the Luxembourg Stock Exchange. The Euro MTF market of the Luxembourg Stock Exchange is not a regulated market within the meaning of Directive 2014/65/EU (“MiFID II”) or Regulation (EU) No 600/2014 as it forms part of domestic law in the UK (as amended, “UK MiFIR”). This Prospectus Supplement and the accompanying Prospectus constitute the Listing Prospectus for the purposes of Part IV of the Luxembourg Securities Prospectus Law dated July 16, 2019. This Prospectus Supplement and the accompanying Prospectus accompanying do not constitute a prospectus for the purposes of Regulation (EU) 2017/1129 or any regulations forming part of domestic law in the United Kingdom under the European Union (Withdrawal) Act 2018 (as amended, the “EUWA”).
Investing in the Notes involves risks. You should carefully consider the risk factors set out in “Point 3.D. Key Information—Risk Factors” of our latest annual report on form 20-F filed with the United States Securities and Exchange Commission (the “SEC”) and in the “Risk Factors” section from pages S-10 of this Prospectus Supplement before making any decision to invest in the Notes.
6 year ticket
11 year ticket
Public offering price(1)
Proceeds, before expenses, to us(1)
Plus accrued interest from September 2022, if settlement occurs after that date.
Neither the SEC nor any state securities commission has approved or disapproved of the Notes or passed upon the adequacy or accuracy of this prospectus supplement or the accompanying prospectus. Any representation to the contrary is a criminal offence.
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 offering without notice, delivery and acceptance by the underwriters and certain other conditions. It is expected that the Notes will be delivered in book-entry only form, on or about September 2022, through the facilities of DTC and its participants, including Euroclear and Clearstream.
Joint Lead Managers and Joint Bookrunners
The date of this prospectus supplement is September 2022.