Commentary & Deal Flow

Book Update: Orderbook in excess of €2.0bn
IPTs: 30NC10: MS+180a

• Issuer: Nippon Life Insurance Company
• LEI: 549300Y0HHMFW3EVWY08
• Type: Fixed to fixed step-up callable dated subordinated notes
• Issuer Financial Strength Ratings: Aa3/A+ (Moody's/S&P)
• Exp. Issue Ratings: A2/A- (Moody's/S&P)
• Issue Amount: €500-550m (max)
• Structure: 30NC10
• Maturity: 01-Sep-56
• First Call Date: 01-Sep-36
• Settlement: 01-Sep-26 (T+5)
• Issuer Redemption Option: 10 years after the issue date (“First Call Date”) and thereafter every 5 years
• Coupon: ●% fixed (annual, Act/Act ICMA) until 01-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 01-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 01-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 01-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
• ISIN: XS3478185344
• DealRoadshow: URL: https://dealroadshow.finsight.com Entry Code: NL2026DR Direct Link: https://dealroadshow.finsight.com/e/NL2026DR
• Timing: Today’s business / Books Open