Results of Tender Offers – USD-denominated Hybrid Notes, and USD- and EUR- denominated Senior Notes
SoftBank Group Corp. (“SBG”) hereby announces the results of its offer to purchase a portion of its outstanding USD-denominated perpetual NC6 hybrid notes by means of a tender offer and its 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”), which were announced in “Tender Offers – USD-denominated Hybrid Notes, and USD- and EUR-denominated Senior Notes” dated September 28, 2022, and which expired at 4:00pm London time on October 7, 2022 (the “Expiration Date”), as follows:
Results of the Tender Offers
USD2,265 million equivalent* of the Target Notes (detailed below) has been validly tendered by the Expiration Date and accepted for purchase pursuant to the Tender Offers, and consequently the total tender consideration is USD1,949 million equivalent*. The results of the Tender Offers are as follows:
| Target Notes | Acceptance Amount (Principal Amount) |
|---|---|
| 6.000% USD-denominated Undated Subordinated NC6 Resettable Notes | USD750,000,000 |
| 4.750% USD-denominated Senior Notes due 2024 | USD51,681,000 |
| 3.125% USD-denominated Senior Notes due 2025 | USD59,284,000 |
| 6.125% USD-denominated Senior Notes due 2025 | USD32,020,000 |
| 4.000% USD-denominated Senior Notes due 2026 | USD81,906,000 |
| 5.125% USD-denominated Senior Notes due 2027 | USD81,102,000 |
| 6.250% USD-denominated Senior Notes due 2028 | USD32,790,000 |
| 4.625% USD-denominated Senior Notes due 2028 | USD95,750,000 |
| 5.250% USD-denominated Senior Notes due 2031 | USD79,833,000 |
| 2.125% EUR-denominated Senior Notes due 2024 | EUR95,032,000 |
| 4.500% EUR-denominated Senior Notes due 2025 | EUR30,487,000 |
| 3.125% EUR-denominated Senior Notes due 2025 | EUR86,752,000 |
| 2.875% EUR-denominated Senior Notes due 2027 | EUR317,587,000 |
| 5.000% EUR-denominated Senior Notes due 2028 | EUR98,414,000 |
| 3.375% EUR-denominated Senior Notes due 2029 | EUR220,370,000 |
| 4.000% EUR-denominated Senior Notes due 2029 | EUR78,809,000 |
| 3.875% EUR-denominated Senior Notes due 2032 | EUR94,971,000 |
| Total | USD2,265 million equivalent* |
Based on an exchange rate of EUR 1.000 = USD 0.97835. The total tender consideration excludes any accrued interest payments.
The settlement date for the Tender Offers is expected to be on or around October 12, 2022.
Disclaimer
Important Notice
This announcement must be read in conjunction with the Hybrid Notes Tender Offer Memorandum or the Senior Notes Tender Offer Memorandum (for Eligible Holders) distributed separately. Each Eligible 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 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, Target Notes 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. 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.
This announcement is for information purposes only and does not constitute an invitation or offer to acquire, purchase, or subscribe for the Target Notes. 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 Target Notes 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 Target Notes is being or will be made in the United States.
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