Nippon Steel : Notice Regarding Determination of Terms and Conditions for Public Hybrid Bonds (Public Subordinated Bonds) (256KB)

September 6, 2019

Nippon Steel Corporation

Notice Regarding Determination of Terms and Conditions for Public Hybrid Bonds (Public Subordinated Bonds)

As previously released on August 1, 2019, Nippon Steel Corporation ("Nippon Steel") hereby announces that today it determined the terms and conditions for the issue of the public hybrid bonds (the "Bonds") with the total issue amount of 300 billion yen. Nippon Steel filed today a shelf registration supplement with the Director-General of the Kanto Local Finance Bureau. The details are as follows:

1.

Series name

Nippon Steel Corporation

Nippon Steel Corporation

Nippon Steel Corporation

1st Unsecured Subordinated

2nd Unsecured Subordinated

3rd Unsecured Subordinated

Bonds with interest deferrable

Bonds with interest deferrable

Bonds with interest deferrable

clause and early redemption

clause and early redemption

clause and early redemption

option

option

option

2.

Total amount of

JPY 70 billion

JPY 30 billion

JPY 200 billion

issue

3.

Denomination of

JPY 100 million

each bond

4.

Application of

The Bonds are subject to the Act on Book-Entry Transfer of Company Bonds, Shares, etc. pursuant to

Act on

Article 66, Paragraph 2 of the Act. Certificates of the Bonds may not be issued except for the cases

Book-Entry

provided under Article 67, Paragraph 2 of the same Act.

Transfer of

Company

Bonds, Shares,

etc.

5.

Initial interest

0.71% per annum (Note 1)

0.93% per annum (Note 2)

1.24% per annum (Note 3)

rate

6.

Maturity date

September 12, 2079

7.

Offering period

September 6, 2019

8.

Payment date

September 12, 2019

9.

Method of

Public offering

offering

10.

Method of

(1) Bullet maturity

redemption

(2) Early redemption

(3) Retirement by purchase

11.

Early

Early redemption may be made

Early redemption may be made

Early redemption may be made

redemption

at Nippon Steel's discretion on

at Nippon Steel's discretion on

at Nippon Steel's discretion on

(Note 4)

each interest payment date from

each interest payment date from

each interest payment date from

September 12, 2024, or on or

September 12, 2026, or on or

September 12, 2029, or on or

after September 12, 2019 for

after September 12, 2019 for

after September 12, 2019 for

reasons

attributable

to

reasons

attributable

to

reasons

attributable

to

occurrence

and continuation

of

occurrence

and continuation

of

occurrence

and continuation

of

changes in the taxation system or

changes in the taxation system or

changes in the taxation system

in equity credit.

in equity credit.

or in equity credit.

12.

Collateral

The Bonds are not secured or guaranteed. There are no assets reserved as security for the Bonds.

13.

Financial

No financial covenants are provided for the Bonds.

covenants

14.

Subordination

In terms of liquidation, bankruptcy, reorganization and rehabilitation proceedings, and similar

proceedings under laws other than Japanese laws, the Bonds are subordinate to Nippon Steel's ordinary

debts and superior to Nippon Steel's common shares.

15.

Interest payment

March 12 and September 12 of each year

date

16.

Deferral

of

Nippon Steel may, at its discretion, defer all or part of interest payment.

interest payment

(Mandatory payment clause provided)

© 2019 NIPPON STEEL CORPORATION All Rights Reserved.

17.	Ratings	A- (Rating and Investment Information, Inc.)
		A (Japan Credit Rating Agency, Ltd.)
18.	Equity credit	Class 3; equity credit 50 (Rating and Investment Information, Inc.)
		Intermediate; 50% (Japan Credit Rating Agency, Ltd.)
		Intermediate equity credit; 50% (S&P Global Ratings Japan Inc.)
19.	Book-entry	Japan Securities Depository Center, Inc.
	transfer
	institution
20.	Fiscal agent	MUFG Bank, Ltd.	Mizuho Bank, Ltd.	Sumitomo	Mitsui	Banking
				Corporation

Note 1: A fixed interest rate will be applied from the day after September 12, 2019 to September 12, 2024, and variable interest rates from the day after September 12, 2024. ("Step-up interest rates" will be applied from the day after September 12, 2029 and the day after September 12, 2044.)

Note 2: A fixed interest rate will be applied from the day after September 12, 2019 to September 12, 2026, and variable interest rates from the day after September 12, 2026. ("Step-up interest rates" will be applied from the day after September 12, 2029 and the day after September 12, 2046.)

Note 3: A fixed interest rate will be applied from the day after September 12, 2019 to September 12, 2029, and variable interest rates from the day after September 12, 2029. ("Step-up interest rates" will be applied from the day after September 12, 2029 and the day after September 12, 2049.)

Note 4: In the case of early redemption or retirement by purchase of the Bonds, Nippon Steel expects to refinance with financial instruments that would be recognized by credit rating agencies as equivalent to the Bonds in terms of equity credit. However, in any of the cases described in the section of the shelf registration supplements, "Regarding Restrictions concerning Refinancing upon Early Redemption and Retirement by Purchase of the Bonds" under "Special matters to be stated concerning the public offering or secondary distribution ." Nippon Steel may not make such a refinancing.

Note: This press release has been prepared for the sole purpose of publicly announcing Nippon Steel Corporation's issue of hybrid bonds (subordinated bonds), not for the purpose of soliciting investments or performing any similar act. This document does not constitute an offer to sell or the solicitation of an offer to purchase securities for sale in the United States. Nippon Steel Corporation has not registered and will not register the hybrid bonds under the U.S. Securities Act of 1933 (the "U.S. Securities Act"). No offer or sale of the hybrid bonds in the United States may be made absent registration or an applicable exemption from the registration requirements under the U.S. Securities Act. This document is concerned with Nippon Steel Corporation's issue of hybrid bonds in Japan, and no securities will be offered or sold in the United States.

For inquiries

Public Relations Center Tel.: [phone], 2146, 2977, 3419

© 2019 NIPPON STEEL CORPORATION All Rights Reserved.