Results of Tender offers and Consent Solicitation
– USD- and EUR- denominated Senior Notes
SoftBank Group Corp. ("SBG") hereby announces the results of its several concurrent tender offers (the "Tender Offers") and a consent solicitation (the "Consent Solicitation"), which were first announced in "Tender Offers and Consent Solicitation – USD- and EUR- denominated Senior Notes" dated February 22, 2021, and which expired at 4:00 p.m. London time on March 5, 2021 (the "Expiration Date"), as follows:
1. Results of Tender Offers
USD2,059 million equivalent* of the target notes (detailed below) have been validly tendered and accepted for purchase pursuant to the Tender Offers, and consequently the total tender consideration is approximately USD2,250 million equivalent*. The results of the Tender Offers are as follows:
| Series Acceptance Amount (Principal amount) | Clearing Price | |
|---|---|---|
| 5.375% USD-denominated Senior Notes due 2022 | USD229,866,000 | 105.000% |
| 5.500% USD-denominated Senior Notes due 2023 | USD135,835,000 | 108.250% |
| 4.750% USD-denominated Senior Notes due 2024 | USD373,223,000 | 108.625% |
| 6.125% USD-denominated Senior Notes due 2025 | USD78,268,000 | 113.000% |
| 6.000% USD-denominated Senior Notes due 2025 | USD112,191,000 | 112.875% |
| 5.125% USD-denominated Senior Notes due 2027 | USD48,845,000 | 110.375% |
| 6.250% USD-denominated Senior Notes due 2028 | - | - |
| 4.000% Euro-denominated Senior Notes due 2022 | EUR99,550,000 | 104.750% |
| 4.000% Euro-denominated Senior Notes due 2023 | EUR363,011,000 | 106.625% |
| 4.500% Euro-denominated Senior Notes due 2025 | EUR87,756,000 | 111.375% |
| 4.750% Euro-denominated Senior Notes due 2025 | EUR56,268,000 | 112.500% |
| 3.125% Euro-denominated Senior Notes due 2025 | EUR289,483,000 | 105.750% |
| 5.250% Euro-denominated Senior Notes due 2027 | - | - |
| 5.000% Euro-denominated Senior Notes due 2028 | - | - |
| 4.000% Euro-denominated Senior Notes due 2029 | - | - |
Based on an exchange rate of EUR 1.000 = USD 1.2060
The settlement date for the Tender Offers is expected to be on or around March 10, 2021.
2. Results of Consent Solicitation
SBG has received the requisite consents to amend certain terms of the indentures (the "Existing Notes Indentures") governing 5.375% USD-denominated Senior Notes due 2022, 4.000% Euro-denominated Senior Notes due 2022, 6.000% USD-denominated Senior Notes due 2025, 4.750% Euro-denominated Senior Notes due 2025 and 5.250% Euro-denominated Senior Notes due 2027 (collectively, the "2015 Notes"), 4.750% USD-denominated Senior Notes due 2024, 5.125% USD-denominated Senior Notes due 2027, 3.125% Euro-denominated Senior Notes due 2025 and 4.000% Euro-denominated Senior Notes due 2029 (collectively, the "2017 Notes"), 6.250% USD-denominated Senior Notes due 2028 and 5.000% Euro-denominated Senior Notes due 2028 (collectively, the "2018 Exchanged Notes"), 5.500% USD-denominated Senior Notes due 2023, 6.125% USD-denominated Senior Notes due 2025, 4.000% Euro-denominated Senior Notes due 2023 and 4.500% Euro-denominated Senior Notes due 2025, (collectively, the "2018 Notes" and together with the 2015 Notes, 2017 Notes and 2018 Exchanged Notes, the "Existing Notes").
Based on the receipt of consents (including deemed consents) from holders of a majority (2015 Notes: approximately 79.86%, 2017 Notes: approximately 77.88%, 2018 Exchanged Notes: approximately 84.24%, 2018 Notes: approximately 80.12%) in aggregate principal amount of Existing Notes outstanding governed by each Existing Notes Indenture, respectively, SBG and the trustee under the Existing Notes Indentures entered into supplemental indentures on March 8, 2021 to adopt the amendments proposed to the Existing Notes Indentures (the "Proposed Amendments"). Such consents from Holders of Existing Notes have thereby become irrevocable. The Proposed Amendments will become operative from the settlement date for the Tender Offers and the Consent Solicitation, which is expected to be on or around March 10, 2021.
The Tender Offers and the Consent Solicitation expired on the Expiration Date. Holders of Existing Notes validly tendered but not accepted in the Tender Offers or who delivered their consent in the Consent Solicitation at any time on or prior to the Expiration Date will be eligible to receive a cash payment equal to USD10.00 per USD1,000 in principal amount of U.S. dollar-denominated Existing Notes and EUR10.00 per EUR1,000 in principal amount of Euro-denominated Existing Notes (together, the "Consent Fee"). For the avoidance of doubt, although Eligible Holders of the Existing Notes validly tendered and accepted in the Tender Offers will receive the purchase consideration and the related accrued interest payment, they will not receive a separate payment of the Consent Fee.
Disclaimer
Important Notice
This announcement must be read in conjunction with the Tender Offer and Consent Solicitation Memorandum (for Eligible Holders) and the Consent Solicitation Statement (for other Holders), each 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.
None of the Tender Offer and Consent Solicitation Memorandum, the Consent Solicitation Statement or this announcement constitutes an offer to buy or the solicitation of an offer to sell Notes, (and tenders of Notes will not be accepted from Holders) in any circumstances in which it is unlawful to do so. Persons into whose possession this announcement, the Tender Offer and Consent Solicitation Memorandum and/or the Consent Solicitation Statement come are required to inform themselves about, and to observe, any such restrictions.
Each Eligible Holder participating in the Tender Offers will be deemed to have represented to various matters described in the Tender Offer and Consent Solicitation Memorandum, including that it is an Eligible Holder. Each direct participant in Euroclear or Clearstream (the "Clearing Systems"), by tendering their Target Notes, will be deemed to have given authority to the relevant Clearing System to provide details concerning such direct participant's identity to the Tender and 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 Tender Offer and Consent Solicitation 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 Tender Offer and Consent Solicitation Memorandum are eligible to participate in the Tender Offers.
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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