Exchange Offer for Notes Issued in 2015
- Amendment to Minimum Coupon Rate
March 19, 2018
SoftBank Group Corp.
SoftBank Group Corp. (“SBG”) hereby announces an amendment to the minimum coupon rate for the “Exchange Notes”: U.S. dollar-denominated Senior Notes due 2028 (“Dollar Exchange Notes”) and Euro-denominated Senior Notes due 2028 (“Euro Exchange Notes”) being offered to Eligible Holders on the terms and subject to the conditions set out in the exchange offer memorandum dated March 7, 2018, as amended and supplemented as of the date hereof (the “Exchange Offer Memorandum”) prepared in connection with the Company's exchange offer (“Exchange Offer”) and consent solicitation (“Consent Solicitation”) announced on March 7, 2018 (“Consent Solicitation and Exchange Offer - Notes Issued in 2015”).
SBG hereby announces that the minimum coupon rate for the Dollar Exchange Notes has been updated from 6.000% to 6.250%, and the minimum coupon rate for the Euro Exchange Notes has been updated from 4.625% to 5.000%. The other terms and schedule of the Exchange Offer, and the terms and schedule of the Consent Solicitation, remain unchanged.
Further information is available at the website (for Eligible Holders only) of D.F. King Ltd., the Information Agent, at https://sites.dfkingltd.com/softbank/exchange/, and in SBG's announcement published at http://www.sgx.com/.
This announcement must be read in conjunction with the Exchange Offer Memorandum (for Eligible Holders as described below) distributed separately. This announcement and the Exchange Offer Memorandum 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 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 represented 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:
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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