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グループについて / 財務情報THE NEXROC GROUP / 投資家情報

財務情報

Financial information, capital structure, illustrative financial models and disclosures.

FINANCIAL DOCUMENT INDEX

NO.SECTION / DOCUMENTDESCRIPTIONLINK
01CAPITAL FORMATIONFinancial schedule / 情報
02FIVE-YEAR TARGETSFinancial schedule / 情報
03財務プロフォーマFinancial schedule / 情報
04REVENUE CHANNELSFinancial schedule / 情報
05DEBT WATERFALLFinancial schedule / 情報
06FINANCING FACILITIESFinancial schedule / 情報
07グループ構成Financial schedule / 情報
08ポートフォリオ分析Financial schedule / 情報
09負債・ファンドFinancial schedule / 情報
10報告書Financial schedule / 情報
11予測Financial schedule / 情報
12資金調達Financial document page
13貸借対照表Financial document page
14CASH FLOWFinancial document page
15税務Financial document page
16OPERATIONSFinancial document page
17COMPENSATIONFinancial document page

01 / CAPITAL FORMATION

$300M–$1.5B

BRIDGE

INDICATIVE RANGE 8–18%
AMOUNTFACILITY / SOURCERATE / RETURNCAPITAL TYPE
$5M CORPORATE LINE OF CREDIT Senior secured term loan / revolver / Subordinated PIK notes 7–10%負債
$15M GP FINANCING 8–12%負債
$5M ANCHOR INVESTOR CAPITAL ROUND 1 18%DEBT AND/OR EQUITY
$45M ANCHOR INVESTOR CAPITAL ROUND 2 15%DEBT AND/OR EQUITY
$250M SUBSCRIPTION LINE 5.5–6.5%負債
$100M LOMBARD LOAN 5.5–6.5%負債
$100M ASSET BACKED FINANCING 6–9%負債
$250M SECURITIES FACILITY 5–7.5%負債
$800M PRIME FACILITY 4.5–7%負債
$500M

SPONSOR EQUITY BALANCE SHEET

INDICATIVE RANGE 8–24%
AMOUNTFACILITY / SOURCERATE / RETURNCAPITAL TYPE
$250 PRIVATE CREDIT SPONSOR 8–12%DEBT AND/OR EQUITY
$250M PRIVATE EQUITY SPONSOR 15–25%DEBT AND/OR EQUITY
$2B

LEVERAGED BUY OUT FUND

INDICATIVE RANGE 7–16%
AMOUNTFACILITY / SOURCERATE / RETURNCAPITAL TYPE
$200M SENIOR CREDIT 7–9%負債
$100M SUBORDINATED CREDIT 11–14%負債
$100M MEZANNINE DEBT 12–16%負債
$200M LP COMMITMENT 0–15%DEBT AND/OR EQUITY
$1.4B SYNDICATED BANK LOAN OR HOLDCO PIK 7–9% | 12–16%負債

Proposed, illustrative financing framework based on information supplied by the site owner. Amounts, rates and capital types are indicative, not confirmations of financing commitments, borrowing availability, funds raised or guaranteed investment returns.

02 / FIVE-YEAR TARGETS

NO.MEASUREILLUSTRATIVE OBJECTIVE
01保険関連運用資産$25B
02流動性運用資産$50B
03Revenue$2.5B
04IPO時評価額$5B
05純利益$1.5B
06EBITDA$2B
07Brands15
08普通株式IRR16%

Forward-looking illustrative objectives only. Not actual results, verified AUM, financing commitments or guaranteed returns.

03 / 財務プロフォーマ

The NEXROC Group · ILLUSTRATIVE INVESTMENT MODEL

Two-Year Financial Pro Forma

FY2026–FY2027 · 51% Controlling Acquisitions · Balance-Sheet Yield · Secured Credit Reinvestment · USD Millions

$3.0B Sources & Uses
$135.2M Annual 51% Earnings Share
$9.0M FY2027 Gross Credit Interest

Pro forma only. No acquisition or financing commitment is assumed to have closed. The acquired-company profits are historical benchmarks, translated at scenario FX rates. Dividends, investment coupons and lending returns are assumptions, not committed cash flows. All earnings and balance-sheet totals below are before unmodeled parent-level taxes, withholding, transaction fees and other deal adjustments.

Sources & Uses of Capital

USD millions · Hypothetical opening FY2026 capitalization

ItemSourcesUses
Balance-sheet sponsor equity1,000.0—
Acquisition co-investor equity1,600.0—
Acquisition debt facility (12% interest-only)400.0—
Income-producing sponsor asset portfolio—1,000.0
Four proposed 51% controlling stakes—2,000.0
Total capitalization / investment3,000.03,000.0

Illustrative acquisition allocations: JYP $750M; Avex $300M; JAFCO $550M; Regal $400M. These are budget allocations, not supported transaction valuations or agreed prices. The acquisition co-investor equity is a required $1.6B funding assumption.

51% Acquisition Profit Share & Dividends

USD millions · Assumed full-year ownership from January 1, 2026

Target (51% Owned)Historical Profit BenchmarkNEXROC 51% EarningsAssumed Dividends to NEXROC
JYP Entertainment FY2025 · 25% payout 114.758.514.6
Avex Inc. FY March 2026 · 60% payout 22.211.36.8
JAFCO Group FY March 2026 · 35% payout 41.321.07.4
Regal Partners Limited FY2025 · 50% payout 87.044.422.2
Annual base case, each year265.2135.251.0

Profit bases before translation: JYP ₩160.562B (2025); Avex ¥3.553B (FY2026); JAFCO approximately ¥6.6B (FY2026); Regal A$130.547M (2025). Model FX only: USD 1 = KRW 1,400, JPY 160, AUD 1.50. Payout percentages are hypothetical and applied to the 51% economic interest; these are not declared dividends. No earnings growth is assumed for FY2027. Profit figures are already after the targets' reported income taxes.

Ownership versus cash: NEXROC's $135.2M economic interest is not $135.2M of available holding-company cash. Only the modeled $51.0M of received dividends is included as parent cash income. Approximately $84.2M is assumed retained inside the underlying businesses and is not double counted as parent cash.

Pro Forma Earnings & Parent Cash-Income Bridge

USD millions · Before parent-level income tax and withholding

Financial ItemFY2026FY2027
Sponsor portfolio cash coupon (16% on opening principal) 160.0158.4
Cash dividends from 51% holdings (assumed) 51.051.0
Credit-engine interest at 18%—9.0
Sponsor portfolio principal credit losses (1%) (10.0)(9.9)
Secured lending principal credit losses (2%) —(1.0)
Payroll and benefits(25.0)(26.0)
Vendors and service providers(15.0)(15.6)
Legal, compliance and administration(8.0)(8.4)
Acquisition debt interest (12% × $400M) (48.0)(48.0)
Parent-level result before unmodeled taxes 105.0109.5
Add: subsidiary earnings retained, not distributed 84.284.2
Look-through economic earnings before parent taxes* 189.2193.7

*The look-through figure is a non-GAAP economic metric: it replaces dividend income with the 51% attributable share of subsidiary profits. Do not add the $135.2M earnings share on top of the $51.0M dividends. A formal consolidated report would consolidate controlled subsidiaries as applicable, identify non-controlling interests and purchase-accounting adjustments.

Secured Credit Engine · FY2026 Reinvestment

USD millions · 18% is contractual gross interest, not risk-free return

Secured Lending PortfolioFY2026FY2027
Opening secured loan principal—50.0
New lending from generated cash, originated at year-end 50.050.0
Gross interest received (18% on opening loans) —9.0
Principal losses (2% on opening loans) —(1.0)
Ending secured loan principal (after charge-offs) 50.099.0
Gross credit income less charge-offs —8.0

The first $50M is funded from FY2026 cash at December 31, 2026. It earns a full-year 18% cash coupon in FY2027 (gross $9M), with a separate illustrative $1M principal charge-off. A further $50M is reinvested at the end of FY2027 and starts earning in FY2028, avoiding double counting year-end deployments as full-year interest.

Cash-Flow Waterfall & Reserve

USD millions · Before any unmodeled tax or withholding cash outflow

Cash FlowsFY2026FY2027
Opening holding-company cash—65.0
Sponsor investment interest received160.0158.4
Subsidiary dividend distributions received 51.051.0
Secured lending interest received—9.0
Payroll, vendors and administration paid (48.0)(50.0)
Acquisition debt interest paid(48.0)(48.0)
Annual cash generated before taxes / withholding 115.0120.4
New secured loan principal deployed(50.0)(50.0)
Ending holding-company cash*65.0135.4
Of which designated liquidity reserve (included in cash) 20.040.0
Remaining unrestricted cash before taxes / withholding 45.095.4

*Cash reserves are earmarks, not expenses and not additional assets. The 1% and 2% end-of-year credit charge-offs reduce loan principal, not coupon cash already received. Taxes and withholding are not assumed to be zero: they are unquantified deductions still required and would reduce the displayed cash, reinvestment capacity and equity.

Illustrative Parent-Level Financial Position

USD millions · End of fiscal year, before unmodeled taxes / deal adjustments

Asset / Capital CategoryFY2026FY2027
Sponsor portfolio remaining principal (after 1% annual losses) 990.0980.1
Investments in proposed subsidiaries (held at assumed cost) 2,000.02,000.0
Secured lending outstanding principal 50.099.0
Cash, including designated reserves 65.0135.4
Total parent-level assets3,105.03,214.5
Acquisition debt outstanding400.0400.0
Total liabilities400.0400.0
Sponsor + co-investor contributed equity 2,600.02,600.0
Cumulative modeled parent earnings before tax 105.0214.5
Total modeled parent equity before tax 2,705.02,814.5
Total liabilities + equity3,105.03,214.5

This illustrative parent-company cost-based view recognizes subsidiary cash distributions, but does not book undistributed profits as cash or increase subsidiary carrying values. The cumulative subsidiary retained earnings are shown only in the look-through economic earnings bridge. A consolidation under IFRS 10 or US GAAP would require full subsidiary balance sheets, non-controlling interests, intercompany eliminations and purchase-price allocation.

Coupon and credit risk: The initial $1B portfolio is explicitly modeled as an interest-only asset portfolio paying a 16% contractual gross cash coupon on opening principal, not a 16% total return or a risk-free perpetuity. Assumed 1% annual principal write-offs reduce its face balance from $1,000M to $990M to $980.1M, lowering FY2027 coupon income. If principal amortizes, coupons capitalize, defaults are higher or funding requires reinvestment to sustain par, this schedule must be revised.

Taxes: There is no defensible fixed holding-company effective tax rate from the facts provided. Subsidiary historical net profits already reflect their own tax charges. Parent taxes, income characterization, withholding on upstream dividends, treaty eligibility, local tax credits and financing deductibility require a jurisdiction-by-jurisdiction assessment. No after-tax NEXROC net income is asserted here.

Historical benchmark sources: JYP 2025 annual filing; Avex consolidated FY ended March 31, 2026 summary; JAFCO investor-relations FY ended March 31, 2026 highlights; Regal Partners 2025 annual report. Historical profit figures do not establish FY2026–FY2027 earnings, deal feasibility, 51% ownership, dividend policies or distributable reserves.

04 / REVENUE CHANNELS

NO.CATEGORYDESCRIPTION
01MANAGEMENTManagement fees from investment vehicles, mandates and long-term capital partnerships
02SPREADYield spreads, treasury income, credit margins and structured financing economics
03案件組成Deal sourcing, underwriting, structuring and transaction origination economics
04REVENUE SHARERecurring participation agreements and shared economics with portfolio companies
05SALESProduct, licensing, distribution and operating revenue from owned subsidiaries
06ADVISORYStrategic advisory, capital formation, restructuring and cross-border transactions
07LIQUIDATIONExit monetization through recapitalizations, secondary sales, mergers and listings
08PLATFORM VALUEEnterprise value creation through ownership, scaling and strategic consolidation

05 / DEBT WATERFALL

CAPITAL STRUCTURE OVERVIEW

DEBT WATERFALL

Priority of Claims from Senior Secured Debt to Common Equity

Highest Priority / Lowest RiskLowest Priority / Highest Upside
TIER 01

SENIOR SECURED DEBT

First claim on collateral and underlying assets

  • Asset-backed facilities
  • Insurance reserve financing
  • Seller notes
  • Warehouse lines
  • Structured credit facilities
  • Revenue-based financing
  • SPV acquisition debt
  • Repo / collateralized financing
TIER 02

SENIOR UNSECURED DEBT

Senior ranking obligations without direct collateral package

  • NAV revolving facilities
  • Corporate notes
  • HoldCo debt
  • Refinancing takeout
  • Private placement bonds
  • Convertible bonds
  • Institutional revolvers
TIER 03

MEZZANINE

Hybrid middle-layer capital between senior debt and equity

  • Mezzanine notes
  • PIK notes
  • Hybrid debt / equity
  • Subordinated credit lines
  • GP financing
  • Margin-backed facilities
TIER 04

PREFERRED EQUITY

Junior to debt, senior to common equity, often structured

  • Anchor investors
  • Sovereign wealth funds
  • Strategic partners
  • Insurers
  • Structured preferreds
  • Cornerstone investors
TIER 05

COMMON EQUITY

Residual ownership interest with highest upside and last claim

  • Partners / GP
  • Directors / Founders
Illustrative Capital Stack StructureSeniority Declines from Top to Bottom

06 / FINANCING FACILITIES

融資枠と資本構成

NEXROCグループ / INSTITUTIONAL CAPITAL PROGRAM / USD

提案中の総合資本計画
$4.0B–$5.0B

Three separately structured institutional financing facilities encompassing corporate sponsorship, leveraged controlling-interest acquisitions and ring-fenced specialty finance investment vehicles.

01 / Balance-Sheet Sponsor Facility $1.0B
02 / Acquisition & LBO Facilities $1.5B–$2.5B
03 / Structured SPV Capital Program $1.5B

PROPOSED / INDICATIVE ONLY. Target amounts do not constitute funded capital, binding commitments or an offer of securities. Final terms remain subject to underwriting, documentation and regulatory approvals.

FACILITY 01 / HOLDING COMPANY CAPITALIZATION

Strategic Balance-Sheet Sponsor & Liquidity Facility

A hybrid capitalization program combining long-duration institutional preferred equity with committed secured revolving liquidity. The facility is designed to strengthen holding-company capital, support qualifying investment commitments, provide transaction liquidity and establish a permanent institutional financing base for strategic portfolio expansion.

$1.0B

提案中の資本構成

TRANCHE A / SPONSOR EQUITY

$700M

Institutional Preferred Equity

Long-duration sponsor capitalization with negotiated liquidation preference, distribution entitlements, governance protections and optional liquidity or redemption provisions.

TRANCHE B / 流動性

$300M

Senior Secured Revolving Credit Facility

Committed revolving borrowing capacity secured against an agreed pool of eligible holding-company assets, supporting corporate liquidity and approved investment activity.

主な資金調達条件

発行体/借入人
The NEXROC Group or a designated holding-company financing subsidiary, subject to final structuring.
資金提供者
Strategic institutional sponsors, preferred-equity investors, bank lenders and private-credit providers.
金融商品
Institutional preferred shares or equivalent preferred interests; senior secured revolving credit agreement.
期間
Preferred equity: long-duration capital with negotiated liquidity provisions. Revolving credit: indicative 3–5-year maturity.
価格条件
Preferred distribution rate and participation rights subject to negotiation. Revolver priced at applicable benchmark plus credit margin, commitment fees and transaction expenses.

Security, covenants & repayment

担保
Negotiated security over eligible holding-company assets, pledged equity interests and designated cash accounts for the revolving lenders, subject to exclusions.
資金使途
Holding-company capitalization, strategic investments, liquidity reserves, permitted portfolio commitments and corporate expansion.
財務制約条項
Minimum liquidity maintenance, permitted leverage, restricted payments, asset coverage, investment eligibility, reporting obligations and negative pledge provisions.
返済/出口戦略
Revolving advances repaid from operating distributions, investment realizations or refinancing. Preferred capital monetized through agreed redemption, recapitalization or other permitted liquidity events.
ガバナンス
Investor information rights, reserved matters, consent thresholds, board observation provisions and agreed institutional oversight protections.
FACILITY 02 / LEVERAGED ACQUISITION FINANCING

Controlling-Stake LBO & Acquisition Credit Facilities

A syndicated and privately originated leveraged acquisition financing program supporting majority and controlling-equity acquisitions. Dedicated acquisition borrowers employ senior secured term debt, bridge commitments and operating revolvers, structured against target-company cash flows, enterprise valuations and transaction-specific security.

$1.5B–$2.5B

提案中の資本構成

TRANCHE A / FIRST LIEN

$1.00B–$1.65B

Senior Secured Acquisition Term Loans

Long-term leveraged acquisition debt underwritten against sustainable target earnings, free cash flow and agreed pro forma leverage.

TRANCHE B / ACQUISITION BRIDGE

$300M–$500M

Underwritten Acquisition Bridge Facilities

Interim closing financing supporting transaction certainty, with permanent debt, incremental equity or refinancing forming the contemplated bridge take-out.

TRANCHE C / REVOLVER

$200M–$350M

Working Capital & Integration Revolvers

Revolving commitments supporting acquired businesses, liquidity requirements, approved integration expenses and qualifying working-capital needs.

主な資金調達条件

借入人
Dedicated BidCo acquisition vehicles, transaction SPVs and eligible acquired operating-company borrowers, subject to applicable guarantee limitations.
資金提供者
Syndicated commercial and investment banks, institutional loan funds, direct lenders, private-credit sponsors and bridge underwriters.
金融商品
First-lien senior secured term loans, committed acquisition bridge loans and revolving credit facilities.
期間
Senior term loans: indicative 5–7 years. Acquisition bridge: generally up to 12 months, with negotiated extensions. Revolvers: indicative 3–5 years.
価格条件
Benchmark-linked or fixed borrowing costs, negotiated credit spread, original-issue discount, underwriting fees and commitment fees calibrated to the target credit profile.

Security, underwriting & realization

担保
First-priority liens over qualifying target assets, shares in acquisition entities, material accounts and other agreed portfolio-company collateral.
引受審査
Enterprise valuation, quality of earnings, sustainable adjusted EBITDA, working-capital normalization, cash conversion, debt-service capacity, pro forma leverage and downside stress testing.
財務制約条項
Negotiated financial maintenance or incurrence tests, restricted-payment limitations, permitted debt baskets, asset-sale provisions, excess-cash-flow sweeps and lender reporting obligations.
返済/出口戦略
Operating cash flow, contractual amortization, cash sweeps, permitted disposals, refinancing or strategic exits. Bridge take-out replaces existing exposure rather than creating additional program capacity.
リスク分離
Independent transaction-level financing documents, acquisition-specific leverage and collateral, with cross-guarantees and cross-default provisions restricted to expressly negotiated arrangements.
FACILITY 03 / SPECIALTY FINANCE & ASSET-BACKED CAPITAL

Reinsurance, Private Credit & Intellectual Property SPV Program

A diversified specialty finance capitalization program established through legally segregated special-purpose vehicles. Each financing platform is structured around identifiable underwriting risks, receivables or contractual royalty assets, with independent collateral, investor priority, cash-flow waterfalls and asset-level reporting.

$1.5B

Proposed program allocations

SPV A / INSURANCE-LINKED CAPITAL

$600M

Collateralized Reinsurance Sidecar

Investor-backed reinsurance capacity supporting selected ceded underwriting exposures, collateralized reserves and contractually defined premium, claims and investor-distribution waterfalls.

SPV B / STRUCTURED CREDIT

$600M

Private Credit Warehouse & Investment Vehicle

$450M indicative senior secured warehouse notes supported by $150M subordinated or first-loss capital, financing an eligible diversified portfolio of originated and acquired credit assets.

SPV C / IP MONETIZATION

$300M

Intellectual Property Royalty Finance

$200M indicative senior royalty-backed notes and $100M preferred or residual equity, supported by qualifying licensing agreements, contractual royalties and verified IP cash flows.

Vehicle-level financing architecture

SPV A / Reinsurance
Collateralized reinsurance participation or sidecar structure with approved cedants, contractual risk limits, premium allocation procedures, segregated collateral accounts and defined claims settlement obligations.
SPV B / 信用・融資
Bankruptcy-remote credit warehouse with eligibility requirements, concentration limits, borrowing-base advance rates, overcollateralization, servicing arrangements and senior/subordinated investor distribution priorities.
SPV C / IP
Dedicated royalty-backed financing issuer acquiring or pledging enforceable royalty entitlements, supported by independent valuation, chain-of-title verification and audited licensing or distribution agreements.
資金提供者
Insurance-linked securities investors, reinsurance capital providers, structured credit funds, institutional asset-backed lenders and royalty-finance investors.
期間
Vehicle-specific maturity determined by underwriting contract duration and runoff, underlying loan amortization, warehouse availability periods and remaining contracted royalty cash-flow life.

Investor protections & cash-flow distribution

担保
Segregated asset pools, pledged receivables, eligible financial collateral, perfected security interests and dedicated collection accounts, subject to legal and regulatory requirements.
キャッシュフローの支払順位
Priority payment of administration and servicing costs; required claims obligations or senior debt service; replenishment of reserves; junior and preferred distributions; and residual equity distributions, according to each vehicle's governing documents.
リスク発生条件
Collateral deficiencies, adverse claims development, default and delinquency thresholds, concentration violations, royalty collection underperformance and mandatory cash-trap or amortization events.
報告
Independent administration, asset-level performance reporting, collateral and reserve reconciliation, third-party valuation, periodic investor statements and trustee or collateral-agent oversight where applicable.
遡及範囲
Intended limited-recourse exposure to the relevant SPV and its collateral, subject to legal enforceability, negotiated exceptions, regulatory obligations and standard bad-act carveouts.
STRUCTURING & DISTRIBUTION NOTE. Aggregate proposed financing of $4.0B–$5.0B comprises the $1.0B balance-sheet sponsor facility, $1.5B–$2.5B leveraged acquisition facilities and $1.5B structured SPV program. Sub-tranches represent components of the respective facility targets and are not incremental financing. Sponsor equity applied toward acquisition purchase prices must not be counted again as new financing commitments. All financing structures, pricing conventions, allocations, maturities, security packages and investor provisions are indicative proposals, not executed agreements, committed financing or verified investor participation. Definitive terms remain subject to credit approval, underwriting, financial diligence, legal documentation, applicable securities regulations and any required insurance or reinsurance licensing.

07 / グループ構成

GROUP STRUCTURE SUMMARY

The NEXROC Group PARENT PLATFORM AND PUBLIC LISTING ROADMAP

Parent / EntityPlatformMarketTarget ValuationTarget Date
NEXROCグループParent company and controlling HoldCo for the group structure.Parent / HoldCoグループレベル——
SVCV, Inc.Conglomerate and cultural holding company platform.ConglomerateTokyo Pro$2BDecember 2035
The GoGoPaPa CompanyMedia, entertainment, music, and digital streaming platform.Media & Entertainmentグループレベル——
NEXROC, Inc.Asset management and alternative investment platform.Asset ManagementHKEX$2BSeptember 2035
NEXLIFE GroupInsurance firm and sponsor-led insurance platform.Insurance FirmNYSE RTO$2BApril 2035

08 / ポートフォリオ分析

Investment Objectives

10% 20% 30% 40% 50%

Portfolio Analysis

中程度
Moderate + 20% Multi-Alt
Hypothetical Performance
PortfolioCumulative ReturnAnnualized ReturnAnnualized VolatilityMax Drawdown
中程度300.5%8.3%10.5%-23.0%
Moderate + 20% Multi-Alt 320.7%
↑ 20.2%
8.6%
↑ 0.3%
9.1%
↓ -1.4%
-22.3%
↑ 0.7%
Growth of USD 100,000
シナリオ

09 / DEBT FACILITIES & FUNDS

NEXROCグループの融資枠

融資枠資金枠

Initial Capitalization

Initial strategic capitalization / balance-sheet capital

US$500M

Prime / Margin Facility

Secured securities and acquisition financing facility

US$2B

Revolving Credit Facility

Operational and corporate liquidity facility

US$500M

Acquisition Facilities

Milestone-based acquisition financing across NEXROC platforms

PROGRAM
Total Program CapacityUS$3B

10 / 報告書

11 / 予測

Company-approved forward-looking projections and their underlying assumptions will be presented when available for public release.

お問い合わせir@thenexrocgroup.com
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