Issue of Foreign Currency-Denominated Senior Notes
SoftBank Group Corp. (“SBG”) hereby announces that, as of yesterday, it determined the following terms and conditions for the issuance of its USD-denominated Senior Notes due 2029, due 2031, due 2032 and due 2035 and EUR-denominated Senior Notes due 2029, due 2031 and due 2033 (collectively, the “Senior Notes”). The terms and conditions are as follows.
1. USD-denominated Senior Notes
Due 2029 | Due 2031 | Due 2032 | Due 2035 | |
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1. Total amount of issuance* | USD 500 million (JPY 71.8 billion) | USD 600 million (JPY 86.2 billion) | USD 600 million (JPY 86.2 billion) | USD 500 million (JPY 71.8 billion) |
2. Issue price | 100% of the principal amount | |||
3. Interest rate | 6.500% per annum | 6.875% per annum | 7.250% per annum | 7.500% per annum |
4. Interest payment | Payable semi-annually on April 10 and October 10 each year | Payable semi-annually on January 10 and July 10 each year | ||
5. Term | 3.75 years | 5.5 years | 7 years | 10 years |
6. Maturity date | April 10, 2029 | January 10, 2031 | July 10, 2032 | July 10, 2035 |
7. Redemption at maturity | Redemption in whole at maturity date at 100% of the principal amount | |||
8. Early redemption | Redemption 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 date | July 10, 2025 | |||
10. Offering region | Overseas securities markets including Europe and Asia but outside of Japan and the United States | |||
11. Offerees | Institutional investors (excluding United States persons) | |||
12. Collateral | None | |||
13. Guarantee | None | |||
14. Initial purchasers |
(Joint Global Coordinators) Deutsche Bank AG, London Branch J.P. Morgan Securities plc Barclays Bank PLC The Hongkong and Shanghai Banking Corporation Limited (Joint Bookrunners) Goldman Sachs International Mizuho Securities Asia Limited Crédit Agricole Corporate and Investment Bank Morgan Stanley & Co. International plc Nomura International plc SMBC Bank International plc BNP PARIBAS Merrill Lynch International Citigroup Global Markets Limited Natixis Société Générale and other Co-managers | |||
15. Rating |
Standard & Poor’s Financial Services LLC BB+ | |||
16. Listing | Singapore Exchange Securities Trading Limited | |||
17. Use of proceeds | The proceeds will be used for the redemption of foreign currency-denominated senior notes due 2025 and for general corporate purposes. |
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JPY equivalent based on an exchange rate of USD 1.00 = JPY 143.69
2. EUR-denominated Senior Notes
Due 2029 | Due 2031 | Due 2033 | |
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1. Total amount of issuance* | EUR 600 million (JPY 101.6 billion) | EUR 600 million (JPY 101.6 billion) | EUR 500 million (JPY 84.7 billion) |
2. Issue price | 100% of the principal amount | ||
3. Interest rate | 5.250% per annum | 5.875% per annum | 6.375% per annum |
4. Interest payment | Payable semi-annually on April 10 and October 10 each year | Payable semi-annually on January 10 and July 10 each year | |
5. Term | 4.25 years | 6 years | 8 years |
6. Maturity date | October 10, 2029 | July 10, 2031 | July 10, 2033 |
7. Redemption at maturity | Redemption in whole at maturity date at 100% of the principal amount | ||
8. Early redemption | Redemption 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 date | July 10, 2025 | ||
10. Offering region | Overseas securities markets including Europe and Asia but outside of Japan and the United States | ||
11. Offerees | Institutional investors (excluding United States persons) | ||
12. Collateral | None | ||
13. Guarantee | None | ||
14. Initial purchasers |
(Joint Global Coordinators) Deutsche Bank AG, London Branch J.P. Morgan Securities plc Barclays Bank PLC The Hongkong and Shanghai Banking Corporation Limited (Joint Bookrunners) Goldman Sachs International Mizuho International plc Crédit Agricole Corporate and Investment Bank Morgan Stanley & Co. International plc Nomura International plc SMBC Bank International plc BNP PARIBAS Merrill Lynch International Citigroup Global Markets Limited Natixis Société Générale and other Co-managers | ||
15. Rating |
Standard & Poor’s Financial Services LLC BB+ | ||
16. Listing | Singapore Exchange Securities Trading Limited | ||
17. Use of proceeds | The proceeds will be used for the redemption of foreign currency-denominated senior notes due 2025 and for general corporate purposes. |
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JPY equivalent based on an exchange rate of EUR 1.00 = JPY 169.39
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 Regulation (EU) 2017/1129 (the “Prospectus Regulation”) and (B) persons who are located outside the United Kingdom or, if located within the United Kingdom, are “qualified investors” within the meaning of Article 2 of the Prospectus Regulation, which forms part of UK domestic law by virtue of the European Union (Withdrawal) Act 2018 (the “UK Prospectus Regulation”), who are persons (i) that have professional experience in matters relating to investments falling within the definition of “investments professional” in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the “Order”) or (ii) falling within Article 49(2)(a) to (d) (“high net worth companies, unincorporated associations etc.”) of the Order, or (iii) other persons to whom it may otherwise be directed without contravention of Section 21 of the Financial Services and Markets Act 2000 (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. This announcement is for informational purposes only and does not constitute and shall not, in any circumstances, constitute a public offering or an invitation to the public in connection with an offer within the meaning of the Prospectus Regulation and the UK Prospectus Regulation.
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.
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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.