Press Releases 2018

Consent Solicitation and Exchange Offer
- Notes Issued in 2015

March 7, 2018
SoftBank Group Corp.

SoftBank Group Corp. (“SBG”) announces that today it determined the following terms and conditions for a consent solicitation (the “Consent Solicitation”) and exchange offer (the “Exchange Offer”) with respect to its 5.375% USD-denominated Senior Notes due 2022, 6% USD-denominated Senior Notes due 2025, 4% Euro-denominated Senior Notes due 2022, 4.75% Euro-denominated Senior Notes due 2025 and 5.25% Euro-denominated Senior Notes due 2027 (collectively, the “Existing Notes”).

The terms and conditions are the following:

1. Consent Solicitation

1. Consent Solicitation

Concurrently with the Exchange Offer, SBG is soliciting consents (“Consents”), from Holders of a majority of the outstanding aggregate principal amount of the Existing Notes to amend certain provisions of the Existing Notes Indenture to conform them to the corresponding provisions of the indenture for the notes SBG issued in September 2017 (the “Proposed Amendments”).

Eligible Holders who validly tender any Existing Notes in the Exchange Offer will be deemed to have delivered a Consent to the Proposed Amendments with respect to such Existing Notes.

2. Holders solicited All holders of the Existing Notes
3. Requisite consents At least a majority in aggregate principal amount of the Existing Notes outstanding, voting as a single class, are required to approve the Proposed Amendments.
4. Dollar consent fee $10 for each $1,000 in principal amount of Existing Dollar Notes tendered in the Exchange Offer or for which a Consent is delivered
5. Euro consent fee €10 for each €1,000 in principal amount of outstanding Existing Euro Notes tendered in the Exchange Offer or for which a Consent is delivered
6. Expiration date 4:00 p.m. London time, on March 21, 2018, unless extended at SBG's sole discretion.
7. Expected closing date On or around April 3, 2018.
8. Solicitation agents Deutsche Bank AG, London Branch
Merrill Lynch International
Morgan Stanley & Co. International plc.
9. Information agent D.F. King Ltd.
10. Further information

Further information is available at the Information Agent's website at:

and in SBG's announcement published at:

2(a). Exchange Offer

1. Exchange Offer SBG is offering to exchange the outstanding Existing Dollar Notes for Dollar Exchange Notes and the outstanding Existing Euro Notes for Euro Exchange Notes, as well as specified cash consideration. Eligible Holders who tender their Existing Notes for exchange in the Exchange Offer will be deemed to have provided their consent to the Proposed Amendments with respect to the Consent Solicitation.
2. Offer region Overseas securities markets including Europe and Asia but outside of Japan, the United States and Canada.
3. Offerees See Disclaimer: Important Notice below.
4. Expiration date 4:00 p.m. London time, on March 21, 2018, unless extended at SBG's sole discretion.
5. Expected closing date On or around April 3, 2018.
6. Dealer managers Deutsche Bank AG, London Branch
Merrill Lynch International
Morgan Stanley & Co. International plc.
7. Information agent D.F. King Ltd.
8. Further information

Further information is available at the Information Agent's website (for Eligible Holders only) at:

and in SBG's announcement published at:

2(b). Exchange Notes

  USD-denominated Senior Notes due 2028 EUR-denominated Senior Notes due 2028
1. Total amount of issue No less than USD 350 million No less than EUR 350 million
2. Issue price 100% of the principal amount
3. Interest rate No less than 6.000% per annum No less than 4.625% per annum
4. Interest payment Payable semi-annually in arrears
5. Term 10 years
6. Redemption at maturity Redemption in whole at maturity date at 100% of the principal amount
7. 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
8. Collateral None
9. Guarantee Yes
10. Initial guarantor SoftBank Corp.
11. Ratings
  • (ⅰ)
    Standard & Poor's Financial Services LLC

    BB+

  • (ⅱ)
    Moody's Japan K.K.

    Ba1

12. Listing Singapore Exchange Securities Trading Limited
13. Use of proceeds No proceeds.

Disclaimer
Important Notice

This announcement must be read in conjunction with the Exchange Offer Memorandum (for Eligible Holders as described below) or Consent Solicitation Statement (for other holders) distributed separately. This announcement and the Exchange Offer Memorandum and Consent Solicitation contain important information which should be read carefully before any decision is made with respect to the Exchange Offer and Consent Solicitation. Each holder is recommended to seek its own financial and legal advice, including in respect of any tax consequences, immediately from its stockbroker, bank manager, solicitor, accountant or other independent financial, tax or legal adviser. Any individual or company whose Existing Notes are held on its behalf by a broker, dealer, bank, custodian, trust company or other nominee must contact such entity if it wishes to tender its Existing Notes or deliver a Consent in connection with the Exchange Offer and Consent Solicitation. None of the Dealer Managers, the Trustees or the Information Agent is making any recommendation as to whether or not any individual or company should tender its Existing Notes or deliver a Consent in connection with the Exchange Offer and Consent Solicitation.

Nothing in this announcement, the Exchange Offer Memorandum or the Consent Solicitation Statement constitutes an offer of, or the solicitation of an offer to buy or subscribe for, securities to any person in any jurisdiction where it is unlawful to do so. Persons into whose possession this announcement and/or the Exchange Offer Memorandum come are required to inform themselves about, and to observe, any such restrictions.

Each Eligible Holder participating in the Exchange Offer will be deemed to have represented to various matters described in the Exchange Offer Memorandum, including that it is an Eligible Holder as described below. Each direct participant in Euroclear or Clearstream, by tendering their Existing Notes, will be deemed to have given authority to the relevant Clearing System to provide details concerning such direct participant's identity to the Information Agent.

By giving Tender Instructions, holders will be deemed to make a series of representations, warranties and undertakings, which are set out in the Exchange Offer Memorandum. Only Eligible Holders who have, or on whose behalf their brokers, dealers, custodians, trust companies or other nominees have, completed the procedures described in the Exchange Offer Memorandum are eligible to participate in the Exchange Offer.

The Exchange Offer is being made, and the Exchange Notes and related Note Guarantees are being offered and issued, only to Eligible Offerees who hold Existing Notes through the Clearing Systems (“Eligible Holders”) and who have certified to SBG that they are eligible to participate in the Exchange Offer. “Eligible Offerees” are herein defined as persons who fall within all the following criteria:

  • (a).
    non-U.S. persons located outside the United States or dealers or other professional fiduciaries in the United States acting on a discretionary basis for the benefit or account of non-U.S. persons located outside the United States, as those terms are defined in Regulation S under the U.S. Securities Act,
  • (b).
    persons other than retail investors in the European Economic Area, defined as a person who is one (or more) of:(ⅰ) a retail client as defined in point (11) of Article 4(1) of Directive 2014/65/EU (as amended, “MiFID Ⅱ”); or (ⅱ) a customer within the meaning of Directive 2002/92/EC (as amended, the “Insurance Mediation Directive”), where that customer would not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID Ⅱ; or (ⅲ) not a qualified investor as defined in Directive 2003/71/EC (as amended, the “Prospectus Directive”),
  • (c).
    persons who are beneficial owners that are, for Japanese tax purposes, neither individual residents of Japan or Japanese corporations, nor individuals non-resident of Japan or non-Japanese corporations that in either case are specially related persons of SBG as described in Article 6, Paragraph (4) of the Special Taxation Measures Act; and (ⅱ) who are not residents in Japan for Japanese securities law purposes (including a natural person having his/her place of domicile or residence in Japan, a legal person having its main office in Japan or any branch, agency or other office in Japan of a non-resident (irrespective of whether it is legally authorized to represent its principal or not and even if its main office is located in a country other than Japan)),
  • (d).
    non-residents of Canada; provided that a discretionary account held for the benefit or account of a person or company resident in Canada by an investment manager or similar fiduciary outside Canada is not a resident of Canada for this purpose, and
  • (e).
    persons into whose possession the Exchange Offer Memorandum may be lawfully delivered in accordance with the laws of the jurisdiction in which they are located.

This announcement is for information purposes only and does not constitute an invitation or offer to acquire, purchase or subscribe for the securities referred to herein. This announcement is not, and is not intended to be, an offer of securities of SBG for sale, or the solicitation of an offer to buy securities of SBG, in the United States. The securities referred to herein have not been and will not be registered under the U.S. Securities Act, or any state securities laws of the United States, and may not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons (as defined in Regulation S under the U.S. Securities Act) except pursuant to an exemption under, or in a transaction not subject to, the U.S. Securities Act. This announcement and the information contained herein are not for distribution, directly or indirectly, in or into the United States. No public offer of the securities referred to herein is being or will be made in the United States.

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