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Issue of Foreign Currency Denominated Senior Notes

SoftBank Group Corp.

SoftBank Group Corp. (“SBG”) announces today that yesterday it determined the following terms and conditions for the issuance of its USD-denominated Senior Notes due 2025, due 2026, due 2028 and due 2031 and Euro-denominated Senior Notes due 2024, due 2027, due 2029 and due 2032 (collectively, the “Senior Notes”).

1. USD-denominated Senior Notes

 Due 2025Due 2026Due 2028Due 2031
1. Total amount of issue*1

USD 550
million
(JPY 61.1 billion)

USD 800
million
(JPY 88.9 billion)
USD 1,000
million
(JPY 111.1 billion)
USD 1,500
million
(JPY 166.7 billion)
2. Issue price100% of the principal amount
3. Interest rate3.125%
per annum
4.000%
per annum
4.625%
per annum
5.250%
per annum
4. Interest paymentPayable semi-annually in arrears on January 6 and July 6 each year
5. Term3.5 years5 years7 years10 years
6. Maturity dateJanuary 6, 2025July 6, 2026July 6, 2028July 6, 2031
7. Redemption at maturityRedemption in whole at maturity date at 100% of the principal amount
8. Early redemptionRedemption in whole or in part at 100% of the principal amount at any time on or after the date that is 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 prior to the date that is 90 days prior to the maturity date
9. Expected issue dateJuly 6, 2021
10. Offering regionOverseas securities markets including Europe and Asia but outside of Japan and the United States
11. OffereesInstitutional investors (excluding United States persons)
12. CollateralNone
13. GuaranteeNone
14. Initial purchasers(Joint Global Coordinators)
Deutsche Bank AG, London Branch
Barclays Bank PLC
The Hongkong and Shanghai Banking Corporation Limited

(Joint Bookrunners)
Merrill Lynch International
J.P. Morgan Securities plc
Nomura International plc
Mizuho Securities Asia Limited
Crédit Agricole Corporate and Investment Bank
Citigroup Global Markets Limited
Goldman Sachs International
ING Bank N.V., Singapore Branch

and other Co-managers
15. Rating

Standard & Poor's Financial Services LLC 

BB+

16. ListingSingapore Exchange Securities Trading Limited
17. Use of proceedsThe proceeds will be used for repayment of indebtedness, including the repayment of short-term and long-term indebtedness, and general corporate purposes, including the maintenance of a cash position for redemption of outstanding notes due over the next two years and new investments.

2. EUR-denominated Senior Notes

 Due 2024Due 2027Due 2029Due 2032
1. Total amount of issue*2

EUR 750
million
(JPY 98.7 billion) 

EUR 800
million
(JPY 105.3 billion) 

EUR 800
million
(JPY 105.3 billion) 

EUR 600
million
(JPY 79.0 billion) 

2. Issue price100% of the principal amount
3. Interest rate2.125%
per annum
2.875%
per annum
3.375%
per annum
3.875%
per annum
4. Interest paymentPayable semi-annually in arrears on January 6 and July 6 each year
5. Term3 years5.5 years8 years11 years
6. Maturity date

July 6, 2024

January 6, 2027July 6, 2029July 6, 2032
7. Redemption at maturityRedemption in whole at maturity date at 100% of the principal amount
8. Early redemptionRedemption in whole or in part at 100% of the principal amount at any time on or after the date that is 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 prior to the date that is 90 days prior to the maturity date
9. Expected issue dateJuly 6, 2021
10. Offering regionOverseas securities markets including Europe and Asia but outside of Japan and the United States
11. OffereesInstitutional investors (excluding United States persons)
12. CollateralNone
13. GuaranteeNone
14. Initial purchasers(Joint Global Coordinators)
Deutsche Bank AG, London Branch
Barclays Bank PLC
The Hongkong and Shanghai Banking Corporation Limited

(Joint Bookrunners)
Merrill Lynch International
J.P. Morgan Securities plc
Nomura International plc
Mizuho International plc
Crédit Agricole Corporate and Investment Bank
Citigroup Global Markets Limited
Goldman Sachs International
ING Bank N.V., Singapore Branch

and other Co-managers
15. Rating

Standard & Poor's Financial Services LLC 

BB+

16. ListingSingapore Exchange Securities Trading Limited
17. Use of proceedsThe proceeds will be used for repayment of indebtedness, including the repayment of short-term and long-term indebtedness, and general corporate purposes, including the maintenance of a cash position for redemption of outstanding notes due over the next two years and new investments.
  1. JPY equivalent based on an exchange rate of USD 1.00 = JPY 111.11

  2. JPY equivalent based on an exchange rate of EUR 1.00 = JPY 131.63

Disclaimer
Important Notice

 

The Senior Notes will not be registered under the Financial Instruments and Exchange Act of Japan, as amended, and will not be offered or sold, directly or indirectly, in Japan or to, or for the benefit of, any resident of Japan (including Japanese corporations), except as permitted under any applicable laws of Japan.

This announcement is not an offer to sell or a solicitation of any offer to buy securities in the United States or elsewhere. The Senior Notes may not be offered or sold in the United States without registration or an exemption from registration under the U.S. Securities Act of 1933, as amended (the “Securities Act”). Any public offering of securities to be made in the United States will be made by means of an English language prospectus prepared in accordance with the Securities Act that may be obtained from SBG and that will contain detailed information about SBG and its management, as well as SBG’s financial statements. However, SBG will not undertake a public offering and sale of the Senior Notes in the United States, and the Senior Notes described in this announcement have not been and will not be registered under the Securities Act. Accordingly, any offer or sale of the Senior Notes may be made only in a transaction exempt from the registration requirements of the Securities Act.

This announcement is only directed at (A) persons who are located outside the European Economic Area or, if located within the European Economic Area, who are qualified investors within the meaning of the Prospectus Directive as implemented in the relevant member state of the European Economic Area and (B) persons who are located outside the United Kingdom or, if located within the United Kingdom, who are (i) investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the “Order”) or (ii) high net worth entities, or (iii) other persons to whom it may lawfully be communicated, falling within Article 49(2)(a) to (d) of the Order (all such persons in (A) and (B) above together being referred to as “Relevant Persons”). The Senior Notes will only be available to, and any invitation, offer or agreement to subscribe, purchase or otherwise acquire the Senior Notes will be engaged in only with, Relevant Persons. Please note, however, acquisition of the Senior Notes by resident of Japan (including Japanese corporations) and certain other person will be restricted as described above. Any person who is not a Relevant Person should not act or rely on this announcement or any of its contents. If you have received this announcement and you are not a Relevant Person you must return it immediately to SBG. The expression “Prospectus Directive” means Directive 2003/71/EC (and amendments thereof, including Directive 2010/73/EU), to the extent implemented in any relevant member state of the European Economic Area and includes any relevant implementing measure in the relevant member state of the European Economic Area.

Releases, announcements, presentations and other information available from this page and elsewhere on this website were prepared based on information available and views held at the time of preparation and speak only as of the respective dates on which they are filed or used by SBG or the applicable group company, as the case may be. Such information is subject to change and may become out-of-date. Such information may also contain forward-looking statements which are by their nature subject to various risks and uncertainties, both general and specific, that may cause actual results and future developments to differ materially from those expressed or implied by such statements. A number of important factors could cause our actual results to differ materially from the plans, objectives, expectations, estimates and intentions expressed in such forward looking statements. The past performance of SBG cannot be relied on as a guide to future performance. As such, undue reliance should not be placed on any forward-looking statement. Please read legal notices in their entirety prior to viewing any information available on this website.

  • Releases, announcements, presentations and other information available from this page and elsewhere on this website were prepared based on information available and views held at the time of preparation and speak only as of the respective dates on which they are filed or used by SoftBank Group Corp. or the applicable group company, as the case may be. Such information is subject to change and may become out-of-date. Such information may also contain forward-looking statements which are by their nature subject to various risks and uncertainties that may cause actual results and future developments to differ materially from those expressed or implied by such statements. Please read legal notices in its entirety prior to viewing any information available on this website.

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