Tender Offers - USD-denominated Hybrid Notes, and USD- and EUR-denominated Senior Notes
SoftBank Group Corp. (“SBG”) announced today that it has determined the following terms and conditions for an offer to purchase a portion of its outstanding USD-denominated perpetual NC6 hybrid notes by means of a tender offer and an offer to purchase a portion of its outstanding USD- and EUR-denominated senior notes by means of several concurrent tender offers (collectively, the “Tender Offers”).
The terms and conditions are the following:
|1. Tender Offers
|SBG intends to acquire a portion of the outstanding Target Notes by means of concurrent tender offers
|2. Holders Solicited
|Eligible Holders of the Target Notes
|3. Target Notes
6.000% USD-denominated Undated Subordinated NC6 Resettable Notes (First call date: July 19, 2023) (the “Target Hybrid Notes”)
4.750% USD-denominated Senior Notes due 2024
3.125% USD-denominated Senior Notes due 2025
6.125% USD-denominated Senior Notes due 2025
4.000% USD-denominated Senior Notes due 2026
5.125% USD-denominated Senior Notes due 2027
6.250% USD-denominated Senior Notes due 2028
4.625% USD-denominated Senior Notes due 2028
5.250% USD-denominated Senior Notes due 2031
2.125% EUR-denominated Senior Notes due 2024
4.500% EUR-denominated Senior Notes due 2025
3.125% EUR-denominated Senior Notes due 2025
2.875% EUR-denominated Senior Notes due 2027
5.000% EUR-denominated Senior Notes due 2028
3.375% EUR-denominated Senior Notes due 2029
4.000% EUR-denominated Senior Notes due 2029
3.875% EUR-denominated Senior Notes due 2032
(collectively, the “Target Senior Notes”, and together with the Target Hybrid Notes, the “Target Notes”)
|4. Aggregate Purchase Consideration
|Up to (and including) USD 1.75 billion equivalent (excluding any accrued interest payments on the Target Notes) for purchase of the Target Notes, with a cap on the final acceptance amount of the Target Hybrid Notes being no more than USD 750 million in aggregate principal amount, although SBG reserves the rights, in its sole discretion, to significantly increase or decrease the purchase consideration
|Tender Offers to be conducted via an “unmodified Dutch auction” format
|6. Expiration Date
|4:00 p.m. on October 7, 2022 London time, unless extended at SBG’s sole discretion
|7. Announcement of Result
|As soon as reasonably practicable after the Expiration Date
|8. Expected Settlement Date
|On or around October 12, 2022
|9. Dealer Manager
|Deutsche Bank AG, Singapore Branch
|10. Tender Agent
|Kroll Issuer Services Limited
|11. Further Information
Further information (including the procedures for tendering) is available at the Tender Agent’s website at:
URL: https://deals.is.kroll.com/softbank; and in SBG’s announcement published at Singapore Exchange:
This announcement must be read in conjunction with the Hybrid Notes Tender Offer Memorandum or the Senior Notes Tender Offer Memorandum (for Eligible Holders as described below) distributed separately. This announcement and the Hybrid Notes Tender Offer Memorandum and the Senior Notes Tender Offer Memorandum contain important information which should be read carefully before any decision is made with respect to the Tender Offers. 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 Target 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 Target Notes in connection with the Tender Offers. None of the Dealer Manager, the Trustees or the Tender Agent is making any recommendation as to whether or not any individual or company should tender its Target Notes in connection with the Tender Offers.
Nothing in this announcement, the Hybrid Notes Tender Offer Memorandum or the Senior Notes Tender Offer Memorandum constitutes an offer to buy, or the solicitation of an offer to sell, securities to any person in any jurisdiction where it is unlawful to do so. Persons into whose possession this announcement, the Hybrid Notes Tender Offer Memorandum and/or the Senior Notes Tender Offer Memorandum 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 Hybrid Notes Tender Offer Memorandum or the Senior Notes Tender Offer Memorandum, as applicable, including that it is an Eligible Holder as described below. 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 Agent.
By giving Tender Instructions, holders will be deemed to make a series of representations, warranties and undertakings, which are set out in the Hybrid Notes Tender Offer Memorandum or the Senior Notes Tender 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 applicable Tender Offer Memorandum are eligible to participate in the Tender Offers.
The Tender Offers are being made only to Eligible Offerees who hold Target Notes through the Clearing Systems (“Eligible Holders”) and who have certified to SBG that they are eligible to participate in the Tender Offers. “Eligible Offerees” are herein defined as persons who fall within all the following criteria:
(a). non-U.S. persons located outside the United States or dealers or other professional fiduciaries in the United States acting on a discretionary basis only for the benefit or account of non-U.S. persons located outside the United States, as those terms are defined in Regulation S under the U.S. Securities Act; and
(b). persons into whose possession the Hybrid Notes Tender Offer Memorandum or the Senior Notes Tender Offer Memorandum may be lawfully delivered in accordance with the laws of the jurisdiction in which they are located and who are not a Sanctioned Person or acting on behalf, or for the benefit of a Sanctioned Person, and who will not use, directly or indirectly, the Purchase Consideration received for the purpose of financing or making funds available directly or indirectly to or for the benefit of a Sanctioned Person.
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.