Filed Pursuant to Rule 433

Registration Statement 333-239720

ORIX Corporation

US$500,000,000 Fixed Rate Senior Debt Securities Due 2027

 

Issuer:		ORIX Corporation
Expected Security Ratings:*		Moody’s: A3
		S&P: A-
		Fitch: A-
Issuer Ratings:*		Moody’s: A3 (stable)
		S&P: A- (stable)
		Fitch: A- (stable)
Format:		SEC Registered
Security Type:		Senior Debt Securities
Ranking:		Direct, unsecured and unsubordinated general obligations of the issuer
Currency:		USD
Size:		US$500,000,000
Coupon:		5.00%, Fixed Rate
Net Proceeds before Expenses:		US$497,355,000
Trade Date:		September 6, 2022
Settlement Date:		September 13, 2022 (T+5)
Maturity:		September 13, 2027
Coupon Payment Dates:		March 13 and September 13 of each year, beginning on March 13, 2023
Day Count Convention:		30/360 (unadjusted)
Pricing Benchmark:		3.125% due August 31, 2027
Benchmark Spot (Price/Yield):		98-18 / 3.441%
Spread to Benchmark:		T5+160bps
Issue Price:		99.821% of the principal amount
Yield:		5.041%
Business Days:		New York, Tokyo
Minimum Denominations:		US$2,000 and integral multiples of US$1,000 in excess thereof
Listing:		None
Billing & Delivering:		Morgan Stanley & Co. LLC
Joint Bookrunners:		Morgan Stanley & Co. LLC
		Goldman Sachs & Co. LLC
		J.P. Morgan Securities LLC
		BofA Securities, Inc.
		Citigroup Global Markets Inc.

Co-Managers**:		Australia and New Zealand Banking Group Limited
		BNP Paribas
		Crédit Agricole Corporate and Investment Bank
		Daiwa Capital Markets America Inc.
		Deutsche Bank Securities Inc.
		Mizuho Securities USA LLC
		Nomura Securities International, Inc.
CUSIP:		686330 AQ4
ISIN:		US686330AQ49
Common Code:		252855165

 

* Note:		A security rating is not a recommendation to buy, sell or hold securities and may be subject to revision, suspension or withdrawal at any time by the assigning rating agencies.
**		One or more of the underwriters may not be U.S.-registered broker-dealers. All sales of securities in the United States will be made by or through U.S.-registered broker-dealers, which may include affiliates of one or more of the underwriters.

This communication is intended for the sole use of the person to whom it is provided by us. This communication does not constitute an offer to sell or the solicitation of an offer to buy any securities in any jurisdiction to any person to whom it is unlawful to make such offer or solicitation in such jurisdiction.

The issuer has filed a registration statement (including a base prospectus) and a preliminary prospectus supplement (together with the base prospectus, the “prospectus”) with the U.S. Securities and Exchange Commission, or the SEC, for the offering to which this communication relates. Before you invest, you should read the prospectus and other documents the issuer has filed with the SEC for more complete information about the issuer and this offering. You may obtain these documents for free by visiting EDGAR on the SEC Web site at www.sec.gov. Alternatively, the issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus, if you request it by calling Morgan Stanley & Co. LLC toll-free at 1-866-718-1649, Goldman Sachs & Co. LLC at 1-212-902-1171 (Prospectus Department), J.P. Morgan Securities LLC collect at 1-212-834-4533, BofA Securities, Inc. toll-free at 1-800-294-1322 or Citigroup Global Markets Inc. toll-free at 1-800-831-9146.

No PRIIPs KID - No PRIIPs key information document (KID) has been prepared as not available to retail in EEA or U.K. See “Prohibition of Sales to EEA Retail Investors” and “Prohibition of Sales to U.K. Retail Investors” in the prospectus.

ORIX Corporation

US$500,000,000 Fixed Rate Senior Debt Securities Due 2032

 

Issuer:		ORIX Corporation
Expected Security Ratings:*		Moody’s: A3
		S&P: A-
		Fitch: A-
Issuer Ratings:*		Moody’s: A3 (stable)
		S&P: A- (stable)
		Fitch: A- (stable)
Format:		SEC Registered
Security Type:		Senior Debt Securities
Ranking:		Direct, unsecured and unsubordinated general obligations of the issuer
Currency:		USD
Size:		US$500,000,000
Coupon:		5.20%, Fixed Rate
Net Proceeds before Expenses:		US$496,285,000
Trade Date:		September 6, 2022
Settlement Date:		September 13, 2022 (T+5)
Maturity:		September 13, 2032
Coupon Payment Dates:		March 13 and September 13 of each year, beginning on March 13, 2023
Day Count Convention:		30/360 (unadjusted)
Pricing Benchmark:		2.750% due August 15, 2032
Benchmark Spot (Price/Yield):		95-02 / 3.338%
Spread to Benchmark:		T10+190bps
Issue Price:		99.707% of the principal amount
Yield:		5.238%
Business Days:		New York, Tokyo
Minimum Denominations:		US$2,000 and integral multiples of US$1,000 in excess thereof
Listing:		None
Billing & Delivering:		Morgan Stanley & Co. LLC
Joint Bookrunners:		Morgan Stanley & Co. LLC
		Goldman Sachs & Co. LLC
		J.P. Morgan Securities LLC
		BofA Securities, Inc.
		Citigroup Global Markets Inc.

Co-Managers**:		Australia and New Zealand Banking Group Limited
		BNP Paribas
		Crédit Agricole Corporate and Investment Bank
		Daiwa Capital Markets America Inc.
		Deutsche Bank Securities Inc.
		Mizuho Securities USA LLC
		Nomura Securities International, Inc.
CUSIP:		686330 AR2
ISIN:		US686330AR22
Common Code:		252855416

 

* Note:		A security rating is not a recommendation to buy, sell or hold securities and may be subject to revision, suspension or withdrawal at any time by the assigning rating agencies.
**		One or more of the underwriters may not be U.S.-registered broker-dealers. All sales of securities in the United States will be made by or through U.S.-registered broker-dealers, which may include affiliates of one or more of the underwriters.

This communication is intended for the sole use of the person to whom it is provided by us. This communication does not constitute an offer to sell or the solicitation of an offer to buy any securities in any jurisdiction to any person to whom it is unlawful to make such offer or solicitation in such jurisdiction.

The issuer has filed a registration statement (including a base prospectus) and a preliminary prospectus supplement (together with the base prospectus, the “prospectus”) with the U.S. Securities and Exchange Commission, or the SEC, for the offering to which this communication relates. Before you invest, you should read the prospectus and other documents the issuer has filed with the SEC for more complete information about the issuer and this offering. You may obtain these documents for free by visiting EDGAR on the SEC Web site at www.sec.gov. Alternatively, the issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus, if you request it by calling Morgan Stanley & Co. LLC toll-free at 1-866-718-1649, Goldman Sachs & Co. LLC at 1-212-902-1171 (Prospectus Department), J.P. Morgan Securities LLC collect at 1-212-834-4533, BofA Securities, Inc. toll-free at 1-800-294-1322 or Citigroup Global Markets Inc. toll-free at 1-800-831-9146.

No PRIIPs KID - No PRIIPs key information document (KID) has been prepared as not available to retail in EEA or U.K. See “Prohibition of Sales to EEA Retail Investors” and “Prohibition of Sales to U.K. Retail Investors” in the prospectus.