Issuer Redemption Option: 10 years after the issue date (“First Call Date”) and thereafter every 5 years
Coupon: ●% fixed (annual, Act/Act ICMA) until 1-Sep-36, thereafter reset every 5 years to a new fixed rate equal to applicable 5-year € Mid Swap + initial credit spread + 100bps step-up, payable annually
Initial Price Thoughts: MS+180a
Optional Deferral: Nippon Life may elect to defer payment of all (and no less than all) of the interest accrued on any interest payment date that does not constitute a mandatory interest deferral date
Mandatory Deferral: Nippon Life shall be required to defer payment of all (and no less than all) of the accrued interest if: 1) a capital deficiency event has occurred and is continuing, or 2) any payment in relation to the Notes or a liquidation parity indebtedness has been deferred and continues to be in deferral
Payment Stoppage: If any payment in relation to the Notes has been deferred and continues to be in deferral, Nippon Life shall not make any payment of principal of, or interest or premium, if any, on, or repay, purchase or redeem any of the liquidation parity indebtedness or any of its instrument that are expressly designated as being junior to the Notes (other than foundation funds obligations)
Arrears of Interest: Arrears of Interest shall accrue on a cumulative basis and in case of optional interest deferral (but not mandatory interest deferral) shall bear interest at a rate equivalent to the applicable fixed or reset rate. Arrears of interest mandatorily deferred shall bear no interest
Final Redemption: The Notes will be finally redeemed, subject to compliance with applicable regulatory requirements, on 1-Sep-56 if: 1) Nippon Life’s economic solvency ratio after giving effect to the redemption is expected to remain at an adequate level within the meaning of the Insurance Business Act and any applicable regulations, public notices or guidelines thereunder then in force, or 2) Nippon Life procures qualifying financing in an amount not less than the amount of the redemption
Optional Redemption: The Notes may be redeemed at Nippon Life’s option subject to compliance with applicable regulatory requirements on the First Call Date or on any reset date if: 1) Nippon Life’s economic solvency ratio after giving effect to the redemption is expected to remain at an adequate level within the meaning of the Insurance Business Act and any applicable regulations, public notices or guidelines thereunder then in force, or 2) Nippon Life procures qualifying financing
Other Redemption: At any time upon occurrence of: 1) an additional amounts event: at par at any time, or 2) a regulatory event, tax deductibility event or rating agency event: at par. In each case, subject to compliance with applicable regulatory requirements, including the prior confirmation of the FSA (if then required) and satisfaction of the requirements described under (1) or (2) of Optional Redemption above. Provided that, in the case of redemption prior to 1-Sep-31 as a consequence of (a) an additional amounts event, or (b) a regulatory event which could have been reasonably foreseeable as of the issue date of the Bonds or which does not constitute an event which has a significantly material impact, or (c) a tax deductibility event which could have been reasonably foreseeable as of the issuance of the Bonds or which does not constitute an event which has a significantly material impact, or (d) a rating agency event, in each case occurring and continuing prior to 1-Sep-31, such early redemption may only be made if (i) Nippon Life’s economic solvency ratio after giving effect to the redemption is expected to remain at an adequate level within the meaning of the Insurance Business Act (including any successor legislation) and any applicable regulations, public notices or guidelines thereunder then in force, and (ii) Nippon Life procures qualifying financing.
Denoms: €100,000 and integral multiples of €1,000 in excess thereof
Use of Proceeds: General corporate purposes
UK MiFIR Target Market: Manufacturer target market (UK MiFIR product governance) is eligible counterparties and professional clients only (all distribution channels). No EEA PRIIPs KID or UK CCI disclosure document as not available to retail in the UK or EEA
Listing/Form/Law: Singapore / Reg S Registered / English Law
Bookrunners: JPM (B&D), BNP Paribas, Citigroup, Barclays and HSBC