Business Context and Reporting Period
Company: ORIX Corporation (ORIX)
Filing Type: Form 6-K (Report of Foreign Private Issuer)
Date: April 14, 2026
Subject: Notice regarding the transfer of 100% equity interest in IX NTI Holdings, LLC (holding company for Network Connex) to a special purpose company affiliated with Olympus Partners.
Key Financial Metrics
Transaction Details:
- Target Entity: IX NTI Holdings, LLC (Parent of Network Connex, a U.S. network deployment solutions provider).
- Buyer: NTI Buyer LLC (affiliated with Olympus Partners).
- Ownership Change: ORIX ownership reduced from 100% to 0%.
- Transfer Price: Not disclosed (withheld per transferee request).
- Gain on Sale: Undetermined; ORIX states it cannot reasonably estimate the impact on consolidated performance due to foreign exchange fluctuations and pending conditions.
Target Entity Financials (IX Capital NTI Holdings, LLC - Audited/Unaudited):
| Fiscal Year End | Net Assets (USD) | Total Assets (USD) | Revenue (USD) | Net Profit/Loss (USD) |
|---|---|---|---|---|
| FY22.12 | 223.2 million | 451.9 million | 262.5 million | 9.8 million |
| FY23.12 | 219.1 million | 453.5 million | 276.1 million | -3.2 million |
| FY24.12 | 246.3 million | 449.1 million | 284.5 million | -38.0 million |
Note: FY24.12 Net Profit reflects a loss of USD 38.0 million. Paid-in capital as of Dec 2025 is USD 285.3 million.
Material Changes
Strategic Exit: ORIX Capital Partners (OCP) is divesting its entire stake in Network Connex, an investment made in 2018. The divestiture follows a period of strong performance, with Network Connex achieving record revenue in the prior fiscal year.
Regulatory Filing: An extraordinary report was filed with the Kanto Financial Bureau in Japan regarding the change in a Specified Subsidiary.
Guidance, Outlook, and Risks
Outlook: ORIX states there is no revision to the consolidated earnings forecast for the fiscal year ended March 31, 2026, as the gain on sale remains undetermined.
Conditions Precedent: The transaction is subject to customary conditions, including regulatory approvals under the Hart-Scott-Rodino Antitrust Improvements Act.
Risks:
- Transaction completion is not guaranteed pending regulatory approval.
- Final financial impact is uncertain due to foreign exchange fluctuations.
- ORIX will only announce a material impact on consolidated performance if the gain becomes reasonably estimable post-closing.
Investor Verification Checklist
- Transaction Closing: Verify if the Hart-Scott-Rodino approvals have been obtained and the deal has closed.
- Financial Impact: Monitor future announcements for the disclosed sale price and resulting gain/loss on the transaction.
- Consolidated Results: Check subsequent quarterly reports to see if the divestiture materially alters ORIX's consolidated revenue or profit margins.
- Target Performance: Review Network Connex's standalone performance post-exit to validate the "record high revenue" claim cited as a catalyst for the sale.