ORIX to buy NXT

ORIX Corp USA said July 1 that it agreed to buy NXT Capital. Financial terms weren’t announced. NXT, of Chicago, is a middle market lender. NXT is backed by Stone Point Capital, Ontario Teachers’ Pension Plan, and Aflac Inc. Nikkei Asian Review pegged the sale at more than 100 billion yen ($903 million). Houlihan Lokey Inc advised ORIX USA while Davis Polk & Wardwell LLP acted as legal adviser. J.P. Morgan Securities LLC provided financial advice to NXT, while Kramer Levin Naftalis & Frankel LLP acted as legal adviser.

PRESS RELEASE

DALLAS–(BUSINESS WIRE)–ORIX Corporation USA (ORIX USA), the U.S. and Latin America business hub for Tokyo-based ORIX Corporation (ORIX), and NXT Capital Inc. (NXT Capital) announced today they have signed a definitive agreement under which ORIX USA will acquire NXT Capital. The acquisition combines the financial strength and innovative capital solutions of ORIX USA with NXT Capital’s leadership position as a provider of structured financing to the U.S. middle market.

“The acquisition of NXT Capital is one step forward in expanding our product set within our third-party asset management platform and achieving continued growth through strategic relationships,” said Hideto Nishitani, ORIX USA Chairman, President and CEO. “The addition of NXT Capital will accelerate our position as a hybrid middle-market lender and asset manager, allowing ORIX USA to expand our participation into larger, more strategic investments and strengthen our competitive advantage as a top-tier provider of capital to middle-market companies and real estate investors.”

Based in Chicago, NXT Capital provides a full range of structured financing solutions on a direct basis through its Corporate Finance and Real Estate Finance groups. NXT Capital manages capital for third parties through its asset management platform and offers investors proprietary access to primarily first lien senior secured loans that are not broadly traded or otherwise generally available without a loan origination platform.

“We look forward to partnering with a company that has a track record for innovation and growth,” said Robert E. Radway, NXT Capital Chairman and CEO. “All of our stakeholders—including sponsors, asset management clients and our employees—will benefit from ORIX USA’s global platform, leading-edge approach to business development and financial strength. We’re pleased with the confidence that ORIX USA has shown in our platform and employees, and are poised for a new chapter in our company’s history, focused on continued growth and delivering strong results for our asset management clients.”

NXT Capital will become a subsidiary of ORIX USA, with Radway continuing to serve in his current role as Chairman and CEO. Radway and the current management team will continue to operate NXT Capital under its existing brand and will remain headquartered in Chicago. The acquisition is expected to close in August 2018, subject to customary closing conditions and regulatory approvals.

Advisors for ORIX USA on the transaction included Houlihan Lokey Inc. as financial advisor and Davis Polk & Wardwell LLP as legal advisor. For NXT Capital, J.P. Morgan Securities LLC served as exclusive financial advisor and Kramer Levin Naftalis & Frankel LLP as legal advisor.

ORIX Corporation USA (ORIX USA)

Since 1981, ORIX USA has provided innovative capital solutions that clients need to propel their business to the next level. ORIX USA and its subsidiaries—Boston Financial Investment Management, Lancaster Pollard, Mariner Investment Group, RB Capital and RED Capital Group—include a team of more than 900 employees spanning more than 30 offices across the U.S. and Brazil. ORIX USA and its family of companies have $57 billion of assets under management, administration and servicing (including $8.6 billion held by the company and its subsidiaries). Its parent company, ORIX Corporation, is a publicly owned international financial services company with operations in 38 countries and regions worldwide. ORIX Corporation is listed on the Tokyo Stock Exchange (8591) and New York Stock Exchange (IX). For more information on ORIX USA, visit www.orix.com.

NXT Capital LLC

NXT Capital is a leading provider of structured financing to the U.S. middle market. Since its formation in 2010, the company has originated approximately $20 billion in total financing volume spread over 600+ transactions. With approximately $12 billion of committed capital at its disposal, NXT Capital provides a full range of structured financing solutions on a direct basis through its Corporate Finance and Real Estate Finance groups. NXT Capital manages capital for third parties through its asset management platform and offers investors proprietary access to primarily first lien senior secured loans that are not broadly traded or otherwise generally available without a loan origination platform. Investment offerings include levered and unlevered funds, separately managed accounts and CLOs. NXT Capital’s investor base includes public and private pension plans, insurance companies, endowments, foundations and other institutional investors. NXT Capital Investment Advisers LLC, a subsidiary of NXT Capital LLC, is registered with the SEC as an Investment Adviser. With approximately 120 professionals, NXT Capital is based in Chicago with offices in Atlanta, Dallas, Los Angeles, Nashville, New York and Phoenix. For more information on NXT Capital, visit www.nxtcapital.com.

Caution Concerning Forward-Looking Statements:

These documents may contain forward-looking statements about expected future events and financial results that involve risks and uncertainties. Such statements are based on our current expectations and are subject to uncertainties and risks that could cause actual results that differ materially from those described in the forward-looking statements. Factors that could cause such a difference include, but are not limited to, those described under “Risk Factors” in the Company’s annual report on Form 20-F filed with the United States Securities and Exchange Commission and under “(4) Risk Factors” of the “1. Summary of Consolidated Financial Results” of the “Consolidated Financial Results April 1, 2017 – March 31, 2018.”