Consent Solicitation - Notes Issued in 2015
Solicitation of Consents to relating to its
$1,000,000,000 6% Senior Notes due 2025
$1,000,000,000 5⅜% Senior Notes due 2022
€500,000,000 5¼% Senior Notes due 2027
€1,250,000,000 4¾% Senior Notes due 2025
€500,000,000 4% Senior Notes due 2022
November 28, 2016
SoftBank Group Corp.
NOVEMBER 28, 2016 — SoftBank Group Corp. (the “Company”) today announces that it will solicit consents from the holders of its $1,000,000,000 6% Senior Notes due 2025 (ISIN XS1266660122 and Common Code 126666012), $1,000,000,000 5⅜% Senior Notes due 2022 (ISIN XS1266660635 and Common Code 126666063), €500,000,000 5¼% Senior Notes due 2027 (ISIN XS1266661013 and Common Code 126666101), €1,250,000,000 4¾% Senior Notes due 2025 (ISIN XS1266662334 and Common Code 126666233) and €500,000,000 4% Senior Notes due 2022 (ISIN XS1266662763 and Common Code 126666276) (collectively, the “2015 Notes”) to effect a technical change to an Event of Default provision (the “2015 Notes Proposed Amendment”) in the indenture governing the 2015 Notes (the “2015 Notes Indenture”).
The consent solicitation for the 2015 Notes (the “2015 Notes Consent Solicitation”) is being made solely on the terms and subject to the conditions set forth in the consent solicitation statement for the 2015 Notes (the “2015 Notes Consent Solicitation Statement”) dated November 28, 2016. The Company also announced today a concurrent consent solicitation (the “2013 Notes Consent Solicitation”) with respect to the indenture governing the Company's dollar-denominated 4½% Senior Notes due 2020 and euro-denominated 4⅝% Senior Notes due 2020.
The principal purpose of the 2015 Notes Consent Solicitation is to effect a technical change to an Event of Default provision in the 2015 Notes Indenture relating to payment default and cross-acceleration with respect to indebtedness guaranteed by the Company or SoftBank Corp.
The 2015 Notes Indenture requires the valid consent of the holders of at least a majority in aggregate principal amount of the outstanding 2015 Notes for the adoption of the 2015 Notes Proposed Amendment and for the execution of a supplemental indenture giving effect to the 2015 Notes Proposed Amendment. The 2015 Notes Proposed Amendments may be adopted without regard to whether the amendments proposed in the 2013 Notes Consent Solicitation are adopted. For further details of the 2015 Notes Proposed Amendment, holders of the 2015 Notes should refer to the 2015 Notes Consent Solicitation Statement.
The Company will make a cash payment equal to $2.50 per $1,000 in principal amount of dollar-denominated 2015 Notes and €2.50 per €1,000 in principal amount of euro-denominated 2015 Notes (collectively, the “2015 Notes Consent Consideration”) to holders who have properly delivered (and not validly revoked) their valid consent to the 2015 Notes Proposed Amendment prior to 4:00 p.m. London time on December 9, 2016 unless the 2015 Notes Consent Solicitation is extended or terminated earlier (the “2015 Notes Expiration Date”), provided that the conditions described in the 2015 Notes Consent Solicitation Statement are satisfied or waived by the Company prior to the 2015 Notes Expiration Date and a supplemental indenture is executed and becomes effective, as described in the 2015 Notes Consent Solicitation Statement. The Company intends to pay the 2015 Notes Consent Consideration promptly following the 2015 Notes Expiration Date to holders entitled to such payment. Holders of the 2015 Notes who do not deliver their consent prior to the 2015 Notes Expiration Date will not receive the 2015 Notes Consent Consideration, even though the 2015 Notes Proposed Amendment, if they become operative, will bind all holders of the 2015 Notes and any subsequent holders.
The Company reserves the right to modify or terminate the terms of the 2015 Notes Consent Solicitation at any time. The 2015 Notes are listed on the Singapore Exchange Securities Trading Limited.
The information and tabulation agent for the 2015 Notes Consent Solicitation is D.F. King.
Any questions or requests for assistance or copies of the 2015 Notes Consent Solicitation Statement may be directed to D.F. King in New York at +1(800) 581-5607, in London at +44 (20) 7920 9700, in Hong Kong at +852 3953 7230 or by e-mail to or by visiting https://sites.dfkingltd.com/softbank.
The Company has retained Deutsche Bank AG, London Branch to act as solicitation agent in connection with the 2015 Notes Consent Solicitation. Questions regarding the 2015 Notes Consent Solicitation may be directed to Deutsche Bank AG, London Branch at +44 (20) 7545-8011 (for European inquiries), +1 (855) 287-1922 (for toll-free U.S. inquiries), +1 (212) 250-7527 (for collect U.S. inquiries), +65 6423 7969 or + 852 2203 8652 (for Asian inquiries) or by email to .
This press release is for information purposes only and is not an offer to sell or a solicitation of an offer to buy any security, nor is it a solicitation of consents with respect to any securities. The 2015 Notes Consent Solicitation is being made solely by the 2015 Notes Consent Solicitation Statement. This press release and the 2015 Notes Consent Solicitation Statement contain important information which should be read carefully before any decision is made with respect to the 2015 Notes Proposed Amendments. Those documents should be consulted for additional information regarding the consent procedures and the conditions for the 2015 Notes Consent Solicitation. To receive copies of the 2015 Notes Consent Solicitation Statement or for questions relating to the 2015 Notes Consent Solicitation, please contact the solicitation agent or the information and tabulation agent using the contact information given above. Any individual or company whose 2015 Notes are held by a broker, dealer, bank, custodian, trust company or other nominee must contact such entity and instruct such entity, as the holder of such 2015 Notes, to consent in accordance with the customary procedures of Euroclear or Clearstream, as applicable. If any holder is in any doubt as to the action it should take or is unsure of the impact of the implementation of the 2015 Notes Proposed Amendments, it is recommended for such holder to seek its own financial and legal advice, including as to any tax consequences, immediately from its stockbroker, bank, manager, solicitor, accountant or other independent financial or legal adviser. None of the Company, the solicitation agent, the trustee, the information and tabulation agent or any person who controls, or is a director, officer, employee, agent of any such person, or any affiliate of any such person makes any recommendation whether holders of the 2015 Notes should consent to the 2015 Notes Proposed Amendments. The Company is not making the 2015 Notes Consent Solicitation to, nor will the Company accept deliveries of any consent from, holders in any jurisdiction in which the solicitation of consents or the acceptance thereof would not be in compliance with the laws of such jurisdiction.
Any deadlines set by any intermediary or clearing system may be earlier that the deadlines specified in the 2015 Notes Consent Solicitation Statement.
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