SoftBank launches two offers for $1.75 billion notes across 17 series

By Marisa Wong

Los Angeles, Sept. 28 – SoftBank Group Corp. announced invitations to holders of each of 16 series of its outstanding senior notes to tender their notes for purchase for cash at prices to be determined under an unmodified Dutch auction procedure.

Simultaneously, SoftBank is inviting holders of its outstanding $2.75 billion 6% undated subordinated non-callable six-year resettable notes (ISIN: XS1642682410) (the “hybrid notes”) to tender their notes for purchase for cash at prices to be determined under an unmodified Dutch auction procedure under a separate tender offer.

The company is proposing to accept for purchase notes from the 16 series and the hybrid notes up to a maximum cash consideration of $1.75 billion (or the equivalent thereof).

In other words, the global tender consideration amount, which excludes any accrued interest, applies across the 16 tender offers and the concurrent hybrid notes tender offer.

In no event will the maximum acceptance amount of the hybrid notes exceed $750 million.

The company said it reserves the right to significantly increase or significantly decrease the global tender consideration amount, subject to the hybrid notes maximum acceptance amount.

The purpose of the Regulation S offers is for the company to support the secondary trading market for the notes, to provide a liquidity event to current noteholders and to reduce gross debt.

Offers

SoftBank is offering to purchase notes from the following series:

• $834,695,000 outstanding 4Ύ% senior notes due September 2024 (ISIN: XS1684384511) with a minimum purchase price of 94.85;

• €735 million outstanding 2 1/8% senior notes due July 2024 (ISIN: XS2361253862) with a minimum purchase price of 92.75;

• $371,732,000 outstanding 6 1/8% senior notes due April 2025 (ISIN: XS1811213435) with a minimum purchase price of 95.65;

• $509 million outstanding 3 1/8% senior notes due January 2025 (ISIN: XS2362416294) with a minimum purchase price of 91.25;

• €788,849,000 outstanding 3 1/8% senior notes due September 2025 (ISIN: XS1684385161) with a minimum purchase price of 87.45;

• €302,566,000 outstanding 4.5% senior notes due April 2025 (ISIN: XS1811213864) with a minimum purchase price of 93.1;

• $758 million outstanding 4% senior notes due July 2026 (ISIN: XS2361252971) with a minimum purchase price of 85;

• $1,749,302,000 outstanding 5 1/8% senior notes due September 2027 (ISIN: XS1684384867) with a minimum purchase price of 85.25;

• €763.14 million outstanding 2 7/8% senior notes due January 2027 (ISIN: XS2361254597) with a minimum purchase price of 78.15;

• $499,956,000 outstanding 6Ό% senior notes due April 2028 (ISIN: XS1793255198) with a minimum purchase price of 91;

• $901.69 million outstanding 4 5/8% senior notes due July 2028 (ISIN: XS2361253433) with a minimum purchase price of 81.1;

• €1,156,607,000 outstanding 5% senior notes due April 2028 (ISIN: XS1793255941) with a minimum purchase price of 80.5;

• €727 million outstanding 3 3/8% senior notes due July 2029 (ISIN: XS2361255057) with a minimum purchase price of 70.15;

• €662,656,000 outstanding 4% senior notes due September 2029 (ISIN: XS1684385591) with a minimum purchase price of 72.35;

• $1.43 billion outstanding 5Ό% senior notes due July 2031 (ISIN: XS2361253607) with a minimum purchase price of 75.65; and

• €547.9 million outstanding 3 7/8% senior notes due July 2032 (ISIN: XS2362416617) with a minimum purchase price of 68.1.

Concurrently, SoftBank is offering to purchase the hybrid notes, which have a minimum purchase price of 93.5.

Details

The company intends to accept notes tendered with non-competitive instructions and then notes tendered with competitive tender instructions.

Scaling factors may be applied.

The offers expire at 11 a.m. ET on Oct. 7.

Settlement is slated for Oct. 12.

Deutsche Bank AG, Singapore Branch (+65 6423 4229, +852 2203 8652, +44 20 7545 8011) is the dealer manager.

Kroll Issuer Services Ltd. (+44 20 7704 0880, +852 2281 0114; attn.: Mu-yen Lo / Thomas Choquet; softbank@is.kroll.com; https://deals.is.kroll.com/softbank) is the tender agent.

SoftBank is a Tokyo-based holding company.

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