Press Releases 2015

Issue of Foreign Currency Denominated Senior Notes

July 23, 2015
SoftBank Group Corp.

SoftBank Group Corp. (SBG) announces that yesterday it determined the following terms and conditions for the issuance of its USD-denominated Senior Notes due 2022, USD-denominated Senior Notes due 2025, euro-denominated Senior Notes due 2022, euro-denominated Senior Notes due 2025 and euro-denominated Senior Notes due 2027 (collectively, the “Notes”).

1. USD-denominated Senior Notes

  USD-denominated Senior Notes due 2022 USD-denominated Senior Notes due 2025
(1) Aggregate amount of issue USD 1 billion (JPY 120.2 billion*) USD 1 billion (JPY 120.2 billion*)
(2) Issue price 100% of the principal amount
(3) Interest rate 5.375% per annum 6.000% per annum
(4) Interest payment To be paid semi-annually on January 30 and July 30 of each year
(5) Term 7 years 10 years
(6) Maturity date July 30, 2022 July 30, 2025
(7) Redemption at maturity Redemption in whole at maturity date at 100% of the principal amount
(8) Early redemption Redemption in whole or in part at 100% of the principal amount on or after the date 90 days prior to the maturity date, or in whole or in part at 100% of the principal amount plus a “make-whole” premium at any time to the date 90 days prior to the maturity date
(9) Expected closing date July 28, 2015
(10) Offering region Outside Japan and the United States, including Europe and Asia
(11) Offerees Institutional investors (excluding United States persons)
(12) Initial Purchasers
  • (Joint Global Coordinators)
    Deutsche Bank AG, London Branch
    Goldman Sachs International
  • (Joint Bookrunners)
    Mizuho Securities Asia Limited
    Morgan Stanley & Co. International plc
    Merrill Lynch International
    Crédit Agricole Corporate and Investment Bank
    Nomura International plc
  • (Co-managers)
    SMBC Nikko Capital Markets Limited
    UBS Limited
    Barclays Bank PLC
    Daiwa Capital Markets America Inc.
    Citigroup Global Markets Limited
(13) Collateral None
(14) Guarantee Yes
(15) Initial guarantor SoftBank Corp.
(16) Ratings
  • (i)
    Standard & Poor's Ratings Services

    BB+

  • (ii)
    Moody's Japan K.K.

    Ba1

(17) Listing Singapore Exchange
(18) Use of proceeds SBG intends to use the proceeds from the Notes to refinance certain indebtedness and for general corporate purposes.
[Note]
  • *
    Based on an exchange rate of USD 1.00 = JPY 120.17

2. Euro-denominated Senior Notes

  Euro-denominated Senior Notes due 2022 Euro-denominated Senior Notes due 2025 Euro-denominated Senior Notes due 2027
(1) Aggregate amount of issue Euro 0.5 billion
(JPY 65.2 billion*)
Euro 1.25 billion
(JPY 162.9 billion*)
Euro 0.5 billion
(JPY 65.2 billion*)
(2) Issue price 100% of the principal amount
(3) Interest rate 4.000% per annum 4.750% per annum 5.250% per annum
(4) Interest payment To be paid semi-annually on January 30 and July 30 of each year
(5) Term 7 years 10 years 12 years
(6) Maturity July 30, 2022 July 30, 2025 July 30, 2027
(7) Redemption at maturity Redemption in whole at maturity date at 100% of the principal amount
(8) Early redemption Redemption in whole or in part at 100% of the principal amount on or after the date 90 days prior to the maturity date, or in whole or in part at 100% of the principal amount plus a “make-whole” premium at any time to the date 90 days prior to the maturity date
(9) Expected closing date July 28, 2015
(10) Offering region Outside Japan and the United States, including Europe and Asia
(11) Offerees Institutional investors (excluding United States persons)
(12) Initial Purchasers
  • (Joint Global Coordinators)
    Deutsche Bank AG, London Branch
    Goldman Sachs International
  • (Joint Bookrunners)
    Mizuho International plc
    Morgan Stanley & Co. International plc
    Merrill Lynch International
    Crédit Agricole Corporate and Investment Bank
    Nomura International plc
  • (Co-managers)
    SMBC Nikko Capital Markets Limited
    UBS Limited
    Barclays Bank PLC
    Daiwa Capital Markets America Inc.
    BNP Paribas
(13) Collateral None
(14) Guarantee Yes
(15) Initial guarantor SoftBank Corp.
(16) Ratings
  • (i)
    Standard & Poor's Ratings Services

    BB+

  • (ii)
    Moody's Japan K.K.

    Ba1

(17) Listing Singapore Exchange
(18) Use of proceeds SBG intends to use the proceeds from the Notes to refinance certain indebtedness and for general corporate purposes.
[Note]
  • *
    Based on an exchange rate of euro 1.00 = JPY 130.32

Disclaimer
Important Notice

The Notes will not be registered under the Financial Instruments and Exchange Act of Japan, as amended, and will not be offered or sold, directly or indirectly, in Japan or to, or for the benefit of, any resident of Japan (including Japanese corporations), except as permitted under any applicable laws of Japan.

This announcement is not an offer to sell or a solicitation of any offer to buy securities in the United States or elsewhere. The Notes may not be offered or sold in the United States without registration or an exemption from registration under the U.S. Securities Act of 1933 (the “Securities Act”). The offering of Notes described in this announcement and any related guarantees has not been and will not be registered under the Securities Act, and accordingly any offer or sale of Notes and such guarantees may be made only in a transaction exempt from the registration requirements of the Securities Act.

This announcement is only directed at (A) persons who are located outside the European Economic Area or, if located within the European Economic Area, who are qualified investors within the meaning of the Prospectus Directive as implemented in the relevant member state of the European Economic Area and (B) persons who are located outside the United Kingdom or, if located within the United Kingdom, who are (i) investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the “Order”) or (ii) high net worth entities, or (iii) other persons to whom it may lawfully be communicated, falling within Article 49(2)(a) to (d) of the Order (all such persons in (A) and (B) above together being referred to as “Relevant Persons”). The Notes will only be available to, and any invitation, offer or agreement to subscribe, purchase or otherwise acquire the Notes will be engaged in only with, Relevant Persons. Please note, however, acquisition of the Notes by resident of Japan (including Japanese corporations) and certain other person will be restricted as described above. Any person who is not a Relevant Person should not act or rely on this announcement or any of its contents. If you have received this announcement and you are not a Relevant Person you must return it immediately to SBG. The expression “Prospectus Directive” means Directive 2003/71/EC (and amendments thereof, including Directive 2010/73/EU), to the extent implemented in any relevant member state of the European Economic Area and includes any relevant implementing measure in the relevant member state of the European Economic Area.
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 SBG 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, both general and specific, that may cause actual results and future developments to differ materially from those expressed or implied by such statements. A number of important factors could cause our actual results to differ materially from the plans, objectives, expectations, estimates and intentions expressed in such forward looking statements. The past performance of SBG cannot be relied on as a guide to future performance. As such, undue reliance should not be placed on any forward-looking statement. Please read legal notices in their entirety prior to viewing any information available on this website.

  • 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.