Press Releases 2013

Guarantee Agreement Concerning
the Unsecured Straight Corporate Bonds of SoftBank Corp.

September 30, 2013
SoftBank Corp.

SoftBank Corp. (the “Company”) announces today that it has reached a Guarantee Agreement (the “Agreement”) with SoftBank Mobile Corp. (“SBM”) and SoftBank Telecom Corp. (“SBTM”), subsidiaries of the Company, on jointly and severally guaranteeing the performance of obligations in connection with the unsecured straight corporate bonds issued in Japan by the Company as described below.

1. Purpose of the Agreement

Based on the guarantee provided to the foreign currency denominated senior notes*1 issued by the Company on April 23, 2013 and borrowings*2 of the loan agreement executed by the Company on September 13, 2013, etc., similar guarantee will be provided to the unsecured straight corporate bonds issued by the Company as listed in 2. below. Outline of the Agreement is described in the attachment.

There will be no change to the administrative procedures for bond holders along with this execution of the Agreement.

[Notes]

2. Unsecured straight corporate bonds in scope

Bonds outstanding as of September 30, 2013 issued in Japan by the Company

  • 26th Unsecured Straight Bond (with inter-bond pari passu clause)
  • 30th Unsecured Straight Bond (with inter-bond pari passu clause)
  • 32nd Unsecured Straight Bond (with inter-bond pari passu clause)
  • 34th Unsecured Straight Bond (with inter-bond pari passu clause)
  • 35th Unsecured Straight Bond (with inter-bond pari passu clause)
  • 36th Unsecured Straight Bond (with inter-bond pari passu clause)
  • 37th Unsecured Straight Bond (with inter-bond pari passu clause)
  • 38th Unsecured Straight Bond (with inter-bond pari passu clause)
  • 39th Unsecured Straight Bond (with inter-bond pari passu clause)
  • 40th Unsecured Straight Bond (with inter-bond pari passu clause)
  • 41st Unsecured Straight Bond (with inter-bond pari passu clause)
  • 42nd Unsecured Straight Bond (with inter-bond pari passu clause)
  • 43rd Unsecured Straight Bond (with inter-bond pari passu clause)

(Attachment) Outline of the Agreement

SBM and SBTM will jointly and severally with the Company guarantee the performance of obligations, including without limitation, refund of principal and payment of interest, that the Company owes to its bondholders in connection with each of the bond series issued by SoftBank as listed in 2. above. The Agreement is a contract for the benefit of third parties (daisansha no tameni suru keiyaku) under Article 537 of the Civil Code of Japan, whereas the Company is considered to be a promissee, SBM and SBTM are considered to be promissors, and the Company's bondholders and the like are considered to be third party beneficiaries.

Note that the Agreement contains a clause that states the joint and several guarantee obligations of SBM and SBTM under the Agreement will cease to be effective if all of the conditions below are met.

  • (i) The guarantee obligations of SBM and SBTM whose principal obligation owed by the Company for the amount borrowed*2 to refinance the funds for the acquisition of Sprint Nextel Corporation*3 (i.e., the obligation to repay the amount borrowed under the loan agreement dated September 13, 2013; provided, however, that if there is another borrowing to be made in order to finance this repayment obligation, the principal obligation will include such a new obligation to repay such a borrowing) are extinguished, regardless of whether such an extinction is as a result of a full repayment of the borrowed amount or an ineffectiveness of the guarantees for the principal obligation.
  • (ii) The Company publicly announces on Timely Discloser network (TDnet) the information that the joint and several guarantee under the Agreement ceases to be effective and the expected day on which it ceases. (If TDnet is unavailable due to system failure or otherwise, the Company may make public announcements by practicable and reasonable means such as public notices (kokoku) or posting on the Company's website.
  • (iii) The day on which the joint and several guarantee under the Agreement ceases to be effective as publicly announced under (ii) above comes.
[Note]
  • *3Sprint Nextel Corporation changed its corporate name to Sprint Communications, Inc. in July 2013.
  • Releases, announcements, presentations and other information available from this page and elsewhere on this website were prepared based on information available and views held at the time of preparation and speak only as of the respective dates on which they are filed or used by SoftBank Group Corp. or the applicable group company, as the case may be. Such information is subject to change and may become out-of-date. Such information may also contain forward-looking statements which are by their nature subject to various risks and uncertainties that may cause actual results and future developments to differ materially from those expressed or implied by such statements. Please read legal notices in its entirety prior to viewing any information available on this website.