The shares are listed on the Tokyo Stock Exchange

Davis Polk advised the international joint lead managers and joint bookrunners in connection with the initial public offering of 71,942,600 shares of common stock, consisting of 21,562,500 newly issued shares and 50,380,100 existing shares, and Tokyo Stock Exchange listing of Kioxia Holdings Corporation (formerly, Toshiba Memory).

The Japanese underwriters have an over-allotment option with respect to 10,791,300 shares. The global offering consisted of an offering in Japan and an international offering outside Japan pursuant to Rule 144A and Regulation S. Assuming full exercise of the over-allotment option, the aggregate proceeds of the global offering will be approximately ¥120.4 billion (approximately $797.2 million).

Kioxia is the inventor of NAND flash memory and a world leader in memory solutions. It offers some of the most technologically advanced NAND flash memory and SSD products in the market, with global operations in 10 countries. Kioxia was incorporated as result of Toshiba Corporation’s spinoff of its NAND flash memory business in April 2017. A majority stake was subsequently acquired by Bain Capital.

The Kioxia IPO is the first IPO in Japan to use Japan’s new IPO framework using a domestic Form S-1 public filing which permitted U.S.-style “testing the waters” procedures which had previously been prohibited under Japan’s strict anti-gun-jumping rules.

The Davis Polk corporate team included partners Jon Gray and Christopher Kodama, counsel Chihiro Sasaki and associate Haruka Moriya. Counsel Alon Gurfinkel and associate Kelli A. Rivers provided tax advice. Counsel Chaoyuan (Charles) Shi provided executive compensation advice. Members of the Davis Polk team are based in the Tokyo, London and New York offices.

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