We advised the international joint lead managers and joint bookrunners

Davis Polk advised the international joint lead managers and joint bookrunners in connection with the initial public offering of 222,000,000 shares of common stock, consisting of 55,500,000 newly issued shares, 33,500,000 treasury shares and 133,000,000 outstanding shares, and Tokyo Stock Exchange listing of SBI Shinsei Bank, Limited.

The outstanding shares were sold by SBI Holdings, Inc. as the selling shareholder. The global offering consisted of an offering in Japan and an international offering outside Japan pursuant to Rule 144A and Regulation S. The Japanese underwriters have an over-allotment option with respect to 33,300,000 shares. Assuming full exercise of the over-allotment option, the aggregate proceeds of the global offering will be approximately ¥370.2 billion (approximately $2.4 billion).

SBI Shinsei Bank is a Japanese financial institution providing a range of financial products and services to both individual and institutional customers. Since 2021, SBI Shinsei Bank has been a member of the SBI Group as a key constituent entity of its banking arm, and it leverages the extensive customer networks built upon the SBI Group’s business ecosystem as well as created through alliances with diverse networks of regional banks.

The Davis Polk corporate team included partners Jon Gray and Christopher Kodama, counsel Chihiro Sasaki and associate Akiko Okamoto. Counsel Alon Gurfinkel and associate 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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