SoftBank holders exchange $469.85 million, €1.06 billion of five notes

By Wendy Van Sickle

Columbus, Ohio, March 21 – SoftBank Group Corp. announced the results of its offer to exchange its 5.375% dollar-denominated senior notes due 2022, 6% dollar-denominated senior notes due 2025, 4% euro-denominated senior notes due 2022, 4.75% euro-denominated senior notes due 2025 and 5.25% euro-denominated senior notes due 2027.

A total of $469,852,000 of dollar-denominated notes and €1,063,732,000 of euro-denominated notes were exchanged, according to a notice.

The exchange offer opened on March 7 and ended at 11 a.m. ET on March 21. The expected closing date is April 3.

The following amounts of the notes were tendered for exchange:

• $181,479,000 of 5.375% senior notes due 2022;

• $288,373,000 of 6% senior notes due 2025;

• €213,466,000 of 4% senior notes due 2022;

• €560,886,000 of 4.75% senior notes due 2025; and

• €289.38 million of 5.25% senior notes due 2027.

SoftBank was offering to issue at least $350 million of 10-year dollar exchange notes with a coupon of at least 6% and at least €350 million of 10-year euro-denominated exchange notes with a coupon of at least 4.625%, according to a company term sheet.

The company update on Wednesday said SoftBank will issue $499,956,000 of 6¼% exchange notes due April 15, 2028 and €1,173,607,000 of 5% exchange notes due April 15, 2028. Softbank said it has decided not to proceed with a concurrent new money issue of notes.

The exchange notes (Ba1/BB+) will be issued at par.

The notes are redeemable at par beginning 90 days before the maturity date and before that at par plus a make-whole premium.

SoftBank Group also announced the success of its solicitation of consents from holders of the outstanding notes to amend some provisions to conform them to the corresponding provisions of the notes issued last September.

Holders who tendered their notes for exchange were deemed to have delivered consent to the proposed amendments. The company needed the approval of holders of at least a majority of the outstanding notes and received consents from holders representing about 81% of the notes. The amendments will become operative with the settlement of the exchange offer.

The consent fee will be $10 for each $1,000 principal amount or €10 for each €1,000 of notes.

The solicitation agents are Deutsche Bank AG, London Branch Merrill Lynch International and Morgan Stanley & Co. International plc. The information agent is D.F. King Ltd. (https://sites.dfkingltd.com/softbank/consent/).

The issuer is a Tokyo-based telecom.

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