Sony Financial Holding in IPO

October 11, 2007

Cleary Gottlieb represented Sony Corporation as selling shareholder in its international initial public offering of the common stock of Sony Financial Holdings Inc. The IPO, which raised $2.7 billion for Sony in the secondary offering, as well as $270 million of new capital for SFH, closed on October 11. The IPO was the largest in Japan this year.

The international offering consisted of SFH common shares sold in offshore transactions outside the United States in reliance on Regulation S and to qualified institutional buyers in the U.S. under Rule 144A. With the international offering, shares were offered in Japan by Sony and by SFH after SFH’s listing on the first section of the Tokyo Stock Exchange. Sony’s stake in SFH was reduced to 60 percent from 100 percent as a result of the IPO.

SFH, the holding company for Sony Life Insurance Co., Sony Assurance, Inc., and Sony Bank, accounted for nine percent of Sony’s group revenue in 2006.

JPMorgan and Nomura International acted as international joint lead managers and bookrunners.