Rakuten gives early results in upsized offer for two 2024 notes

By Mary-Katherine Stinson

Lexington, Ky., Feb. 8 – Rakuten Group, Inc. announced the early results of its tender offer for two series of notes due 2024, according to a notice.

As of the early tender time of 5 p.m. ET on Feb. 7, which was also the withdrawal deadline, holders had tendered $599,407,000 of the $950 million outstanding 10¼% senior notes due 2024 (ISIN: US75102WAD02, USJ64264AC82) and $366,444,000 of the $800 million outstanding 3.546% senior notes due 2024 (ISIN: XS2080765154).

As previously reported, the company announced on Jan. 30 an increase in the combined aggregate purchase price (exclusive of accrued interest) and the tender cap for the 3.546% notes, which had been previously $1 billion and $100 million, respectively. Rakuten extended the offers to any and all outstanding notes of either series.

The company expects to accept all the tendered notes for purchase on Feb. 13 because of the national holiday in Japan, according to Thursday’s notice.

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

Tenders may be subject to proration.

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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