ORIX Corp Forms Joint Venture via Subsidiary Share Transfer

TL;DR

ORIX is restructuring a subsidiary into a joint venture, filing details today.

AI Summary

ORIX Corporation announced on March 6, 2024, a partial transfer of shares in a consolidated subsidiary, leading to the formation of a joint venture. This filing includes two English press releases detailing the transaction and the filing of an extraordinary report.

Why It Matters

This transaction signifies a strategic shift for ORIX in managing its subsidiaries and potentially entering new business ventures through partnerships.

Risk Assessment

Risk Level: low — The filing is an informational report of a corporate action and does not present immediate financial risks.

Key Players & Entities

• ORIX Corporation (company) — Registrant
• March 6, 2024 (date) — Filing date and report period

FAQ

Filing Documents

• d682732d6k.htm (6-K) — 79KB
• g682732g0705074300798.jpg (GRAPHIC) — 4KB
• 0001193125-24-059937.txt ( ) — 85KB

SIGNATURES

SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. ORIX Corporation Date : March 6, 2024 By /s/ Yasuaki Mikami Yasuaki Mikami Member of the Board of Directors Senior Managing Executive Officer Responsible for Corporate Function Unit Responsible for Work Style Reform Project ORIX Corporation Table of Contents Notice of Transfer of Consolidated Subsidiary (Partial Transfer of Shares) and Joint Venture TOKYO, Japan March 6, 2024 ORIX Corporation (ORIX) announced today that it has decided to enter into a share transfer agreement with NTT DOCOMO, INC. (NTT DOCOMO) and to transfer a part of its shares in ORIX Credit Corporation (ORIX Credit), a consolidated subsidiary of ORIX, to NTT DOCOMO, and to make ORIX Credit a joint venture in accordance with the shareholder agreement. 1. Purpose of joint venture through partial transfer of shares As a comprehensive consumer finance company within ORIX Group, ORIX Credit is engaged in the consumer finance, credit guarantee, and mortgage banking businesses. In the consumer finance business, ORIX Credit launched the VIP Loan Card as a low-interest, high limit product in 1987. This was pioneering among premium card loans. More recently, it has evolved into the ORIX MONEY smartphone-based personal loan product, meeting current needs for digitalization and cashless transactions. In the credit guarantee business, ORIX Credit utilizes the expertise developed in its consumer finance business to guarantee unsecured loans, which are mainly provided by other financial institutions. Currently, ORIX Credit has partnerships with over 250 financial institutions throughout Japan. In the mortgage banking business, ORIX Credit offers popular products that meet diverse financing needs related to housing (primarily Flat 35 fixed-interest rate housing loans). NTT DOCOMO has a 36

Business

Business relationship ORIX lends funds to ORIX Credit based on a cash management system; in the credit guarantee business, ORIX jointly guarantees a portion of ORIX Credits obligations guaranteed to financial institutions. (9) Consolidated subsidiary results and financial position for the past three years (Unit: Mn JPY) Fiscal year FY21.3 FY22.3 FY23.3 Net assets 66,752 53,649 54,180 Total assets 182,689 205,639 195,850 Net assets per share 8,500.6 yen 6,832.0 yen 6,899.6 yen Sales 33,096 32,226 32,452 Operating profit 10,111 10,890 6,880 Recurring profit 10,125 10,920 6,920 Net income attributable to parent company shareholders 6,642 6,929 5,285 Net income per share 845.8 yen 882.4 yen 673.0 yen Dividend per share - yen 2.6 yen 0.6 yen Table of Contents 4. Outline of buyer (1) Name NTT DOCOMO, INC. (2) Location Sanno Park Tower, 11-1, Nagata-cho 2-chome, Chiyoda-ku, Tokyo (3) Name and title of representative Motoyuki Ii, President & CEO (4) Description of Business Telecommunications business, Smart Life business and other businesses (5) Paid-in capital 949,679 million yen (As of March 31, 2023) (6) Date of establishment August 14, 1991 (7) Net assets 6,294,359 million yen (As of March 31, 2023) (8) Total assets 9,367,638 million yen (As of March 31, 2023) (9) Major shareholders and shareholding ratio NIPPON TELEGRAPH AND TELEPHONE CORPORATION (100%) (10) Relationship between the listed company and the aforementioned company Capital relationship Not applicable Personnel relationship Not applicable

Business

Business relationship Not applicable Related party status NTT DOCOMO and its related parties and affiliates are not related parties of ORIX 5. Number of shares to be transferred, transfer price and status of shares held before and after transfer (1) Number of shares held before the transfer 7,852,597 shares (Number of voting rights : 7,852,597) (Percentage of voting rights : 100%) (2) Number of shares to be transferred 5,182,714 shares (Number of voting rights : 5,182,714) (3) Transfer price The transfer price is not disclosed. The transfer price was determined through negotiations with the counterparty conducted via a fair process, with comprehensive consideration given to ORIX Credits most recent business performance, business conditions, future performance outlook, and other factors. ORIX recognizes it to be a fair price. (4) Number of shares held after the transfer 2,669,883 shares (Number of voting rights : 2,669,883) (Percentage of voting rights : 34.0%) Table of Contents 6. Schedule of the transaction (1) Date of share transfer agreement for the transaction March 6, 2024 (2) Effective date of the share transfer March 29, 2024 (planned) 7. Outlook Although ORIX will report a gain on the sale of shares in a subsidiary of approximately 57.0 billion yen as a result of this transaction, the impact had already been included in the consolidated earnings forecast for ORIX for the fiscal year ending March 31, 2024, which was included in the Consolidated Financial Results announced on February 7, 2024. Thus, there are no changes to our consolidated earnings forecasts. Contact Information: Investor Relations and Sustainability Department ORIX Corporation Tel: +81-3-3435-3121 About ORIX Group: ORIX Group (ORIX Corporation TSE: 8591; NYSE: IX) was established in 1964 and has grown from its roots in leasing in Japan to become a global, diverse, and unique corporate group. Today, it is active around the world in financing and i

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View this 6-K filing on SEC EDGAR