Consent Solicitation - Notes Issued in 2013
Solicitation of Consents to relating to its
$2,485,000,000 4½% Senior Notes due 2020 and
€625,000,000 4⅝% Senior Notes due 2020
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 $2,485,000,000 4½% Senior Notes due 2020 (Rule 144A: ISIN US83404DAA72, CUSIP 83404D AA7 and Common Code 092072312; Reg S: ISIN USJ75963AU23, CUSIP J75963 AU2 and Common Code 092072533) and its €625,000,000 4⅝% Senior Notes due 2020 (Rule 144A: ISIN XS0918549378 and Common Code 091854937; Reg S: ISIN XS0918548644 and Common Code 091854864) (together, the “2013 Notes”) to amend certain provisions (the “2013 Notes Proposed Amendments”) of the indenture governing the 2013 Notes (the “2013 Notes Indenture”).
The consent solicitation for the 2013 Notes (the “2013 Notes Consent Solicitation”) is being made solely on the terms and subject to the conditions set forth in the consent solicitation statement for the 2013 Notes (the “2013 Notes Consent Solicitation Statement”) dated November 28, 2016.
On July 28, 2015, the Company issued 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 aggregate principal amount of its 4¾% Senior Notes due 2025 and €500,000,000 4% Senior Notes due 2022 (collectively, the “2015 Notes”). In general, the covenants of the indenture governing the 2015 Notes (the “2015 Notes Indenture”) are oriented towards limiting certain debt obligations at the Company and SoftBank Corp., while the 2013 Notes Indenture as currently in effect is oriented towards limiting debt obligations at non-guarantor subsidiaries. The principal purpose of the 2013 Notes Consent Solicitation is to amend certain provisions in the 2013 Notes Indenture to bring them into conformity with the terms of the 2015 Notes Indenture. The Company also announced today a concurrent consent solicitation (the “2015 Notes Consent Solicitation”) with respect to the 2015 Notes Indenture.
The 2013 Notes Indenture requires the valid consent of the holders of at least a majority in aggregate principal amount of the outstanding 2013 Notes for the adoption of the 2013 Notes Proposed Amendments and for the execution of a supplemental indenture giving effect to the 2013 Notes Proposed Amendments. The 2013 Notes Proposed Amendments may be adopted without regard to whether the amendments proposed in the 2015 Notes Consent Solicitation are adopted. For further details of the 2013 Notes Proposed Amendments, holders of the 2013 Notes should refer to the 2013 Notes Consent Solicitation Statement.
The Company will make a cash payment equal to $10.00 per $1,000 in principal amount of dollar-denominated 2013 Notes and €10.00 per €1,000 in principal amount of euro-denominated 2013 Notes (collectively, the “2013 Notes Consent Consideration”) to holders who have properly delivered (and not validly revoked) their valid consent to the 2013 Notes Proposed Amendments prior to 5:00 p.m. New York time on December 9, 2016, unless the 2013 Notes Consent Solicitation is extended or terminated earlier (the “2013 Notes Expiration Date”), provided that the conditions described in the 2013 Notes Consent Solicitation Statement are satisfied or waived by the Company prior to the 2013 Notes Expiration Date and a supplemental indenture is executed and becomes effective, as described in the 2013 Notes Consent Solicitation Statement. The Company intends to pay the 2013 Notes Consent Consideration promptly following the 2013 Notes Expiration Date to holders entitled to such payment. Holders of the 2013 Notes who do not deliver their consent prior to the 2013 Notes Expiration Date will not receive the 2013 Notes Consent Consideration, even though the 2013 Notes Proposed Amendments, if they become operative, will bind all holders of the 2013 Notes and any subsequent holders.
The Company reserves the right to modify or terminate the terms of its 2013 Notes Consent Solicitation at any time. The 2013 Notes are listed on the Singapore Exchange Securities Trading Limited.
The information and tabulation agent for the 2013 Notes Consent Solicitation is D.F. King.
Any questions or requests for assistance or copies of the 2013 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 2013 Notes Consent Solicitation. Questions regarding the 2013 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 7959 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 2013 Notes Consent Solicitation is being made solely by the 2013 Notes Consent Solicitation Statement. This press release and the 2013 Notes Consent Solicitation Statement contain important information which should be read carefully before any decision is made with respect to the 2013 Notes Proposed Amendments. Those documents should be consulted for additional information regarding the consent procedures and the conditions for the 2013 Notes Consent Solicitation. To receive copies of the 2013 Notes Consent Solicitation Statement or for questions relating to the 2013 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 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 2013 Notes, to consent in accordance with the customary procedures of Euroclear, Clearstream or DTC, 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 2013 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 2013 Notes should consent to the 2013 Notes Proposed Amendments. The Company is not making the 2013 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 2013 Notes Consent Solicitation Statement.
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