Determination of Terms and Conditions of Public Offering of Hybrid Bonds (with a Subordination Provision)
SoftBank Group Corp. (“SBG”) announces today that it has determined the following terms and conditions of publicly offered subordinated hybrid bonds (the “Hybrid Bonds”) for institutional investors and retail investors as noted in the announcement dated August 24, 2016, “Public Offering of Hybrid Bonds (with a Subordination Provision).”
1. Unsecured subordinated bonds with interest deferrable clause and early redeemable option (with a subordination provision) (mainly for institutional investors)
| 1st | 2nd | ||
|---|---|---|---|
| 1. | Total amount of issue | JPY 55.6 billion | JPY 15.4 billion |
| 2. | Denomination per bond | JPY 100 million | |
| 3. | Initial coupon rate * | 3.0% per annum | 3.5% per annum |
| 4. | Term | 25 years | 27 years |
| 5. | Maturity date | September 13, 2041 | September 16, 2043 |
| Early redemption | SBG may, at its discretion, redeem the Hybrid Bonds on any interest payment date on or after September 16, 2021. | SBG may, at its discretion, redeem the Hybrid Bonds on any interest payment date on or after September 16, 2023. | |
| 6. | Coupon payment dates | March 16 and September 16 of each year | |
| 7. | Offering period | September 9, 2016 | |
| 8. | Closing date | September 16, 2016 | |
| 9. | Method of offering | Offering to the general public in Japan | |
| 10. | Market | Mainly institutional investors | |
| 11. | Collateral | No collateral or guarantee is pledged and no assets are specifically reserved to secure the Hybrid Bonds. | |
| 12. | Covenants | None | |
| 13. | Subordination | As to the payment of debt in SBG's liquidation or other bankruptcy proceedings, the Hybrid Bonds shall be subordinated to SBG's indebtedness (including subordinated bonds issued in 2014 and 2015 by SBG), ranking substantially pari passu with its preferred stock (if issued) and senior to SBG's common stock. | |
| 14. | Underwriters |
| |
| 15. | Fiscal agent | Mizuho Bank, Ltd. | |
| 16. | Book-entry transfer institution | Japan Securities Depository Center, Inc. | |
| 17. | Rating | BBB (Japan Credit Rating Agency, Ltd.) | |
| 18. | Use of proceeds | Redemption of bonds and repayment of borrowings | |
There is a step-up coupon provision on the 1st Hybrid Bonds on September 17, 2021 and September 17, 2036, and on the 2nd Hybrid Bonds on September 17, 2023 and September 17, 2038.
2. Unsecured subordinated bonds with interest deferrable clause and early redeemable option (with a subordination provision) (mainly for retail investors)
| 3rd | ||
|---|---|---|
| 1. | Total amount of issue | JPY 400 billion |
| 2. | Denomination per bond | JPY 1 million |
| 3. | Initial coupon rate * | 3.0% per annum |
| 4. | Term | 25 years |
| 5. | Maturity date | September 30, 2041 |
| Early redemption | SBG may, at its discretion, redeem the Hybrid Bonds on any interest payment date on or after September 30, 2021. | |
| 6. | Coupon payment dates | March 30 and September 30 of each year |
| 7. | Offering period | From September 12, 2016 to September 29, 2016 |
| 8. | Closing date | September 30, 2016 |
| 9. | Method of offering | Offering to the general public in Japan |
| 10. | Market | Mainly retail investors |
| 11. | Collateral | No collateral or guarantee is pledged and no assets are specifically reserved to secure the Hybrid Bonds. |
| 12. | Covenants | None |
| 13. | Subordination | As to the payment of debt in SBG's liquidation or other bankruptcy proceedings, the Hybrid Bonds shall be subordinated to SBG's indebtedness (including subordinated bonds issued in 2014 and 2015 by SBG), ranking substantially pari passu with its preferred stock (if issued) and senior to SBG's common stock. |
| 14. | Underwriters |
|
| 15. | Trustee | Aozora Bank, Ltd. |
| 16. | Book-entry transfer institution | Japan Securities Depository Center, Inc. |
| 17. | Rating | BBB (Japan Credit Rating Agency, Ltd.) |
| 18. | Use of proceeds | Redemption of bonds and repayment of borrowings |
There is a step-up coupon provision on the 3rd Hybrid Bonds on October 1, 2021 and October 1, 2036.
The Hybrid Bonds are recorded as bonds from accounting perspective, however, they allow the issuer an option to defer interest payment and have a longer maturity than senior bonds and loans while their payment priority can be considered as subordinated to senior indebtedness. Under these terms and conditions similar to equity in nature and characteristics, the Hybrid Bonds are eligible for 50% equity treatment from rating agencies (Japan Credit Rating Agency, Ltd. and Standard & Poor's Ratings Japan K.K.).
This press release relates to offerings of Japanese Yen-denominated Bonds (the “Bonds”) that are intended to be directed into Japan and its residents thereof in accordance with the law, customary practices and documentation in Japan. This press release does not constitute an offer of any securities for sale in the United States. The Bonds have not been registered under the United States Securities Act of 1933, as amended (the “Act”), and may not be offered or sold in the United States absent registration or an application exemption from the registration requirements under the Act.
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