Mizuho Financial Group, Inc. $2.75 Billion Senior Notes Offering

Davis Polk advised the joint lead managers in connection with Mizuho Financial Group, Inc.’s SEC-registered takedown offering of senior notes, which consisted of $1.1 billion aggregate principal amount of 3.922% senior fixed-to-floating rate notes due 2024, $1 billion aggregate principal amount of 4.254% senior fixed-to-floating rate notes due 2029 and $650 million aggregate principal amount of senior floating-rate notes due 2024. The notes are structured to count as total loss-absorbing capacity (“TLAC”) when TLAC regulations are implemented in Japan. This offering marks the first instance of a Japanese G-SIB issuing callable senior TLAC-compliant notes in fixed-to-floating format. The notes are listed on the Singapore Exchange Securities Trading Limited.

Mizuho Financial Group, Inc. is a Japanese bank holding company that is the ultimate parent company of the Mizuho Group, one of the largest financial institution groups in the world.

The Davis Polk corporate team included partner Jon Gray, counsel Christopher J. Kodama and associates Mari Foster and Shinya Fujiwara. All members of the Davis Polk team are based in the Tokyo office.