Issuance of Foreign Currency-denominated Hybrid Notes
SoftBank Group Corp. (“SBG”) announces that it determined the terms and conditions for the issuance of its USD-denominated Hybrid Notes and EUR-denominated Hybrid Notes (collectively, the “Hybrid Notes”). The terms and conditions are as follows.
1. USD-denominated Hybrid Notes
USD-denominated Hybrid Notes Due 2061 | USD-denominated Hybrid Notes Due 2065 | |
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1. Total amount of issuance*1 | USD 900 million (JPY 136.5 billion equivalent) | USD 1,100 million (JPY 166.9 billion equivalent) |
2. Issue price | 100% of the principal amount | |
3. Initial interest rate*2 | 7.625% per annum | 8.250% per annum |
4. Tenor | 35.5 years non-call 5.5 years | 40 years non-call 10 years |
5. Maturity date | April 29, 2061 | October 29, 2065 |
6. Optional redemption | Any date during the period January 29 to April 29 of 2031, or any interest payment date thereafter. | Any date during the period July 29 to October 29 of 2035, or any interest payment date thereafter. |
7. Interest payment | Payable semi-annually in arrear on April 29 and October 29 each year | |
8. Expected issue date | October 29, 2025 | |
9. Offering region | Overseas securities markets including Europe and Asia but outside of Japan and the United States | |
10. Offerees | Institutional investors (excluding United States persons) | |
11. Collateral | None | |
12. Guarantee | None | |
13. Subordination | In the event of bankruptcy, etc., the Hybrid Notes shall be subordinated to all of SBG's senior indebtedness and rank pari passu with the Yen-denominated hybrid notes issued in 2021, 2023, and 2025 and the undated USD-denominated hybrid notes issued in 2017 and SBG’s senior preference shares (if issued in the future) and senior to SBG's common stock. | |
14. Initial purchasers | (Joint Global Coordinators) Deutsche Bank AG, London Branch J.P. Morgan Securities plc Morgan Stanley & Co. International plc (Joint Bookrunners) The Hongkong and Shanghai Banking Corporation Limited BNP PARIBAS Barclays Bank PLC Goldman Sachs International Citigroup Global Markets Limited Crédit Agricole Corporate and Investment Bank Mizuho Securities Asia Limited Nomura International plc and other Co-managers | |
15. Rating | Standard & Poor's Financial Services LLC B+ | |
16. Listing | Singapore Exchange Securities Trading Limited | |
17. Use of proceeds | To be allocated to general corporate purposes. |
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JPY equivalent based on an exchange rate of USD 1.00 = JPY 151.71
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There is a step-up interest provision on the USD-denominated Hybrid Notes Due 2061 of 25bps on April 29, 2031, additional 5bps on April 29, 2046 and additional 70bps on April 29, 2051. On the USD-denominated Hybrid Notes Due 2065, 25bps on October 29, 2035, additional 5bps on October 29, 2050 and additional 70bps on October 29, 2055
2. EUR-denominated Hybrid Notes
EUR-denominated Hybrid Notes Due 2062 | |
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1. Total amount of issuance*1 | EUR 750 million (JPY 132.2 billion equivalent) |
2. Issue price | 100% of the principal amount |
3. Initial interest rate*2 | 6.500% per annum |
4. Tenor | 37 years non-call 7 years |
5. Maturity date | October 29, 2062 |
6. Optional redemption | Any date during the period July 29 to October 29 of 2032, or any interest payment date thereafter. |
7. Interest payment | Payable semi-annually in arrear on April 29 and October 29 each year |
8. Expected issue date | October 29, 2025 |
9. Offering region | Overseas securities markets including Europe and Asia but outside of Japan and the United States |
10. Offerees | Institutional investors (excluding United States persons) |
11. Collateral | None |
12. Guarantee | None |
13. Subordination | In the event of bankruptcy, etc., the Hybrid Notes shall be subordinated to all of SBG's senior indebtedness and rank pari passu with the Yen-denominated hybrid notes issued in 2021, 2023, and 2025 and the undated USD-denominated hybrid notes issued in 2017 and SBG’s senior preference shares (if issued in the future) and senior to SBG's common stock. |
14. Initial purchasers | (Joint Global Coordinators) Deutsche Bank AG, London Branch BNP PARIBAS (Joint Bookrunners) J.P. Morgan Securities plc Morgan Stanley & Co. International plc Citigroup Global Markets Limited Crédit Agricole Corporate and Investment Bank ING Bank N.V., Singapore Branch Natixis Société Générale |
15. Rating | Standard & Poor's Financial Services LLC B+ |
16. Listing | Singapore Exchange Securities Trading Limited |
17. Use of proceeds | To be allocated to general corporate purposes. |
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JPY equivalent based on an exchange rate of EUR 1.00 = JPY 176.22
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There is a step-up interest provision on the EUR-denominated Hybrid Notes Due 2062 of 25bps on October 29, 2032, additional 5bps on October 29, 2047 and additional 70bps on October 29, 2052
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. Thus, the Hybrid Notes are eligible for 50% equity treatment for the principal amount of the Hybrid Notes from rating agencies (Standard & Poor's Financial Services LLC and Japan Credit Rating Agency, Ltd.).
In the event of early redemption or repurchase of the Hybrid Notes, SBG intends to replace the Hybrid Notes with financial instruments which 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.
Disclaimer
Important Notice
The Hybrid 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 Hybrid 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 Hybrid Notes in the United States, and the Hybrid Notes described in this announcement have not been and will not be registered under the Securities Act. Accordingly, any offer or sale of the Hybrid Notes may be made only in a transaction exempt from the registration requirements of the Securities Act.
The offering and sales of the Hybrid Notes has only been made, in the EEA and the UK, to “qualified investors” within the meaning of the Prospectus Regulation and the UK Prospectus Regulation. 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.