Settlement of Consent Solicitation and Exchange Offer - Notes Issued in 2015
SoftBank Group Corp. (“SBG”) announces the settlement on April 3, 2018 of the Company's consent solicitation (“Consent Solicitation”) and exchange offer (“Exchange Offer”), which were first announced on March 7, 2018 (“ Consent Solicitation and Exchange Offer - Notes Issued in 2015 ”). The proposed amendments to the Existing Notes Indenture have accordingly become operative, and the Company has issued the Exchange Notes, the details of which are as follows (as previously announced on March 22, 2018 ).
The Exchange Notes:
| Principal Amount | Coupon Rate | Maturity Date | |
|---|---|---|---|
| U.S. dollar-denominated Senior Notes due 2028 | $499,956,000 | 6.250% | April 15, 2028 |
| Euro-denominated Senior Notes due 2028 | €1,173,607,000 | 5.000% | April 15, 2028 |
As the result of the settlement of Exchange Offer, the outstanding principal amount of the Existing Notes is as follows.
The Existing Notes:
| Principal Amount | Coupon Rate | Maturity Date | |
|---|---|---|---|
| U.S. dollar-denominated Senior Notes due 2022 | $818,521,000 | 5.375% | July 30, 2022 |
| U.S. dollar-denominated Senior Notes due 2025 | $711,627,000 | 6.000% | July 30, 2025 |
| Euro-denominated Senior Notes due 2022 | €286,534,000 | 4.000% | July 30, 2022 |
| Euro-denominated Senior Notes due 2025 | €689,114,000 | 4.750% | July 30, 2025 |
| Euro-denominated Senior Notes due 2027 | €210,620,000 | 5.250% | July 30, 2027 |
Disclaimer
Important Notice
This announcement must be read in conjunction with the Exchange Offer Memorandum for Eligible Holders or Consent Solicitation Statement (for other holders) distributed separately. 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.
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.
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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