Rakuten gives results in upsized offer for two 2024 notes

By Mary-Katherine Stinson

Lexington, Ky., Feb. 26 – Rakuten Group, Inc. announced the results of its tender offer for its $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), according to a notice.

Between the early tender time and the expiration of the offers at 5 p.m. ET on Feb. 23, an additional $200,000 aggregate principal amount of 10¼% notes was tendered. No additional 3.456% notes were tendered.

Holders who tendered after the early tender time will receive a total consideration of $1,006.76 per $1,000 principal amount of 10¼% notes. Had any additional 3.456% notes been tendered, holders would have been eligible to receive $956.75 per $1,000 principal amount of notes.

Holders who tendered after the early tender time are only eligible to receive the tender offer consideration, which is the applicable total consideration less the early tender premium of $30 per $1,000 principal amount.

The company will also pay accrued interest.

As previously reported, by 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 10¼% notes and $366,444,000 of the 3.546% notes.

The company paid 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, which included an early tender premium of $30 per $1,000 principal amount of notes.

Early settlement occurred on Feb. 13 because of the national holiday in Japan.

The company had 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 10¼% notes had priority in acceptance over the 3.546% notes.

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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