The offering has been reported to be the largest offering by an Asian corporate in the global debt market

Davis Polk advised the joint bookrunners in connection with an offering by NTT Finance Corporation of seven tranches of dollar-denominated senior notes: $1.25 billion aggregate principal amount of its 4.567% senior notes due 2027, $1.5 billion aggregate principal amount of its 4.620% senior notes due 2028, $2.5 billion aggregate principal amount of its 4.876% senior notes due 2030, $2.5 billion aggregate principal amount of its 5.171% senior notes due 2032, $2.5 billion aggregate principal amount of its 5.502% senior notes due 2035, $500 million aggregate principal amount of its senior floating rate notes due 2028 and $500 million aggregate principal amount of its senior floating rate notes due 2030.

Davis Polk also advised the joint bookrunners in connection with a concurrent offering by NTT Finance Corporation of four tranches of euro-denominated senior notes: €1.5 billion aggregate principal amount of its senior floating rate notes due 2027, €1 billion aggregate principal amount of its 2.906% senior notes due 2029, €1.5 billion aggregate principal amount of its 3.678% senior notes due 2033 and €1.5 billion aggregate principal amount of its 4.091% senior notes due 2037.

The notes were sold in an offering exempt from registration pursuant to Rule 144A / Regulation S and the issuer is relying on the exemption from registration provided by Section 3(c)(7) of the Investment Company Act. The aggregate proceeds of the offerings were approximately $17.7 billion, which has been reported to be the largest offering by an Asian corporate in the global debt market.

NTT Finance is a wholly owned finance subsidiary of NTT, Inc. As the sole finance subsidiary within the NTT group, NTT Finance occupies a central role in the provision of financing solutions to companies within the NTT group, and of cash management, accounting and tax, and billing and collection services to companies within the NTT group. The NTT group is one of Japan’s largest telecommunications providers, offering a wide range of high-quality mobile and fixed-line telecommunications services and products to consumers and enterprises domestically.

The Davis Polk corporate team included partner Christopher Kodama and associates Haruka Moriya and Akiko Okamoto. Counsel Alon Gurfinkel and associates Kelli A. Rivers and Ya Sheng Lin provided tax advice. Counsel Chaoyuan (Charles) Shi provided ERISA advice. Members of the Davis Polk team are based in the Tokyo, London and New York offices.

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