Determination of Terms and Conditions for the Issuance in Japan of Hybrid Notes (with an optional interest payment deferral provision)
SoftBank Group Corp. (“SBG”) announced today that it has determined the following terms and conditions for the issuance in Japan of hybrid notes (with an optional interest payment deferral provision) (the “Hybrid Notes”) as announced in “Issuance in Japan of Hybrid Notes (with an optional interest payment deferral provision)” dated August 13, 2025.
Upon the issuance of the Hybrid Notes, SBG expects to complete the replacement of the domestic hybrid notes that will reach the 1st voluntary call date in February 2026 (JPY 177.0 billion).
7th unsecured subordinated notes with optional interest payment deferral and early redemption provisions (to be offered mainly to institutional investors)
| 1. Total amount of issuance | JPY 200.0 billion |
|---|---|
| 2. Denomination per note | JPY 100 million |
| 3. Interest rate | Fixed rate for 5 years from the issue date: 4.556% per annum Floating rate thereafter: Interest rate of 1-year Japanese Government Bonds + Initial spread (3.400%) + Step-up*1 |
| 4. Term | 35 years |
| 5. Interest payment dates | March 4 and September 4 of each year (1st interest payment date: March 4, 2026) |
| 6. Maturity date | September 3, 2060 |
| 7. Early redemption | SBG may, at its option, redeem the Hybrid Notes on any interest payment date on or after September 4, 2030 |
| 8. Issue date | September 4, 2025 |
| 9. Method of offering | Public offering in Japan |
| 10. Offerees | Mainly institutional investors |
| 11. Underwriters | Daiwa Securities Co. Ltd.
SMBC Nikko Securities Inc. Mizuho Securities Co., Ltd. Nomura Securities Co., Ltd. |
| 12. Credit rating | BBB+ (Japan Credit Rating Agency, Ltd.) |
| 13. Use of proceeds | To be allocated to a part of the early redemption of domestic hybrid notes that will reach the 1st voluntary call date in February 2026, and to a part of the installment for the acquisition of Arm Holdings plc shares from SoftBank Vision Fund 1 in August 2023. |
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The interest rate will be increased by 25 basis points on a day which is 5 years after the issue date, by additional 5 basis points (30 basis points in total) on a day which is 20 years after the issue date and by additional 70 basis points (100 basis points in total) on a day which is 25 years after the issue date under a step-up interest provision.
The Hybrid Notes are recorded as interest-bearing debt from an accounting perspective. They have, however, a nature and characteristic which is similar to equity, such as optional interest payment deferral provision, longer maturity than senior bonds and loans, and payment priority subordinated to senior indebtedness, and SBG expects that the Hybrid Notes will be eligible for 50% equity treatment for the principal amount of the Hybrid Notes from rating agencies (Japan Credit Rating Agency, Ltd. and S&P Global Ratings Japan Inc.).
In the event of early redemption or repurchase of the Hybrid Notes, SBG intends to replace the Hybrid Notes with financial instruments that are eligible for an equity treatment from rating agencies equal to that of the Hybrid Notes to the extent that SBG recognizes it necessary in considering its financial conditions, the impact on credit ratings, and other matters.
Note:
This press release related to offerings of Japanese Yen-denominated Notes (the “Notes”) that are intended to be directed into Japan and its residents thereof in accordance with the law, customary practices and documentation in Japan. This press release does not constitute an offer of any securities for sale in the United States. The Notes have not been registered under the United States Securities Act of 1933, as amended (the “Act”), and may not be offered or sold in the United States absent registration or an application exemption from the registration requirements under the Act.
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