Rakuten starts capped tender offers for two dollar notes due 2024

By Marisa Wong

Los Angeles, Jan. 25 – Rakuten Group, Inc. has begun cash tender offers to purchase notes from two series for a combined aggregate purchase price of up to $1 billion, according to a notice.

Rakuten is offering to purchase notes from its $950 million outstanding 10¼% senior notes due 2024 (Cusip: US75102WAD02, USJ64264AC82) and $800 million outstanding 3.546% senior notes due 2024 (ISIN: XS2080765154).

The 10¼% notes have priority in acceptance over the 3.546% notes.

In addition, the 3.546% notes are subject to a $100 million aggregate purchase price cap.

The company said it may increase or decrease the overall tender cap or the 3.546% tender cap.

Tenders may be subject to proration.

The company is offering a total consideration of $1,036.76 per $1,000 principal amount of 10¼% notes and $986.75 per $1,000 principal amount of 3.546% notes.

The total considerations include an early tender premium of $30 per $1,000 principal amount of notes tendered by the early tender time. Holders tendering after the early tender time will only be eligible to receive the tender offer consideration, which is the applicable total consideration less the early tender premium.

The company will also pay accrued interest.

The early tender time is 5 p.m. ET on Feb. 7, which is also the withdrawal deadline.

Early settlement is expected to be on Feb. 12.

The offers will expire at 5 p.m. ET on Feb. 23.

Final settlement is slated for Feb. 28.

The tender offers are conditioned on completion of concurrent private placements of senior notes, proceeds of which will be used, along with cash on hand, to fund the tender offers.

Goldman Sachs & Co. LLC (212 902-5962, 800 828-3182; GS-LM-NYC@gs.com), Morgan Stanley & Co. LLC (800 624-1808; debt_advisory@morganstanley.com), Daiwa Capital Markets America Inc. (212 612-7000) and Mizuho Securities USA LLC (866 271-7403) are dealer managers for the offers.

The depositary and information agent is Global Bondholder Services Corp. (855 654-2015; contact@gbsc-usa.com; https://www.gbsc-usa.com/rakuten/).

Rakuten is a Tokyo-based technology conglomerate.

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