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Printmgr File OFFERING MEMORANDUM STRICTLY CONFIDENTIAL NOT FOR DISTRIBUTION IN THE UNITED STATES OF AMERICA OR TO U.S. PERSONS SoftBank Group Corp. $2,750,000,000 6.000% Undated Subordinated NC6 Resettable Notes $1,750,000,000 6.875% Undated Subordinated NC10 Resettable Notes Issue Price: 100.00% The $2,750,000,000 6.000% Undated Subordinated NC6 Resettable Notes (the “NC6 Notes”) and the $1,750,000,000 6.875% Undated Subordinated NC10 Resettable Notes (the “NC10 Notes” and, together with the NC6 Notes, the “Notes” and each, a “Tranche,” the terms and conditions of both Tranches being together, the “Conditions”)) will be issued by SoftBank Group Corp. (the “Company”) on or about July 19, 2017 (the “Issue Date”). The Notes will bear interest on their principal amount from (and including) the Issue Date to (but excluding) July 19, 2023 (in the case of the NC6 Notes) and July 19, 2027 (in the case of the NC10 Notes) at a rate of 6.000 percent and 6.875 percent per annum respectively. Thereafter, the prevailing interest rate on the NC6 Notes and the NC10 Notes shall be 4.226 percent and 4.854 percent per annum, respectively, above the 5 Year Swap Rate for the relevant Reset Period (as defined in the relevant Conditions) and from (and including) July 19, 2038 (in the case of the NC6 Notes) and July 19, 2042 (in the case of the NC10 Notes) (each, a “Second Step-up Date”) the applicable interest rate on the NC6 Notes and the NC10 Notes shall be 4.976 percent and 5.604 percent per annum, respectively, above the 5 Year Swap Rate for the relevant Reset Period. Interest shall be payable, in respect of each Tranche, semi-annually in arrears on January 19 and July 19 in each year. The Second Step-up Date in respect of each Tranche shall, at the election of the Company, be pushed back by 5 years upon the occurrence of certain events relating to the Company’s rating, all as more particularly described in the relevant Conditions. The Company may, at its sole discretion, elect to defer all or part of any payment of interest on the Notes with any amount so deferred, itself bearing interest and any such deferred payments shall be subject to mandatory settlement upon the occurrence of certain events, all as more particularly described in the relevant Conditions. The Notes are perpetual securities and accordingly have no final maturity. Each Tranche is redeemable (at the option of the Company) in whole but not in part on the First Reset Date and on any Interest Payment Date (each as defined in the relevant Conditions) thereafter, at the principal amount of the relevant Tranche, together with any accrued and unpaid interest up to (but excluding) such date and any outstanding Arrears of Interest in each case in respect of such Tranche. In addition, upon the occurrence of an Accounting Event, a Rating Methodology Event, a Change of Control Event, a Substantial Repurchase Event, a Tax Deduction Event or a Withholding Tax Event (each such term as defined in the relevant Conditions), each Tranche shall be redeemable (at the option of the Company) in whole but not in part at the prices set out, and as more particularly described, in the relevant Conditions. Should the Company not elect to redeem either Tranche within 30 days following a Change of Control Event the then prevailing interest rate per annum (and each subsequent interest rate per annum otherwise determined in accordance with the relevant Conditions) for such Tranche(s) shall be increased by 3.00 percent per annum with effect from (and including) the 30th day following the date on which such Change of Control Event occurred. The Notes constitute direct, unsecured and subordinated obligations of the Company and rank pari passu and without any preference among themselves. The Notes constitute lowest ranking subordinated obligations of the Company, all as more particularly described in the relevant Conditions. The Notes are expressed to rank pari passu with certain of the Company’s existing and future unsecured subordinated bonds with interest deferrable clause and early redeemable option (with a subordination provision) (ribarai kurinobe jyoukou kigen zen shoukan jyoukou tsuki mu tanpo shasai (retsugo tokuyaku tsuki)). Although the terms and conditions of both Tranches differ in certain aspects to the terms and conditions governing the aforementioned obligations, the Company believes that a Japanese court would give effect to such ranking upon the occurrence and throughout the continuance of any of the proceedings described in the definition of “Subordination Event” in the relevant Conditions. See, however, “Risk Factors – Risks Relating to the Notes – Japanese insolvency laws may be different from, and not as favorable to you as, insolvency laws in other jurisdictions.” The Notes are expected to be assigned a rating of “B+” by Standard & Poor’s Financial Services LLC (“S&P”) and “Ba3” by Moody’s Japan K.K. (“Moody’s”). A rating is not a recommendation to buy, sell or hold the Notes and may be subject to suspension, reduction or withdrawal at any time by the assigning rating agency. A suspension, reduction or withdrawal of the rating assigned to the Notes may adversely affect the market price of the Notes. Approval in-principle has been received for the listing and quotation of the Notes on the Singapore Exchange Securities Trading Limited (the “SGX-ST”). The SGX-ST assumes no responsibility for the correctness of any of the statements made or opinions expressed or information contained in this offering memorandum. Approval in-principle from the SGX-ST for the listing and quotation of the Notes on the SGX-ST is not to be taken as an indication of the merits of the offering, us, our subsidiaries or associated companies (if any) or the Notes. Currently, there is no public market for the Notes. The Notes have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the “U.S. Securities Act”), or the securities laws of any other jurisdiction. The Notes are being offered and sold in offshore transactions outside the United States to non-U.S. persons (as defined in Regulation S) in reliance on Regulation S under the U.S. Securities Act (“Regulation S”). See “Subscription and Sale” for additional information about eligible offerees and transfer restrictions. Investing in the Notes involves a high degree of risk. See “Risk Factors” beginning on page 10. Each Tranche will initially be issued in registered form and represented upon issue by a registered global certificate (each a “Global Certificate”) which will be registered in the name of a nominee for a common depositary on behalf of Euroclear Bank SA/NV (“Euroclear”) and Clearstream Banking, société anonyme (“Clearstream, Luxembourg”) on or about the Issue Date. Joint Global Coordinators and Joint Lead Managers Morgan Stanley BofA Merrill Lynch Deutsche Bank Joint Bookrunners Morgan Stanley BofA Merrill Lynch Deutsche Bank Credit Suisse Mizuho Securities Crédit Agricole CIB J.P. Morgan Co-Managers Goldman Sachs International SMBC Nikko Barclays BNP PARIBAS Citigroup Daiwa Capital Markets Europe NOMURA UBS The date of this offering memorandum is July 13, 2017. TABLE OF CONTENTS Page Summary ............................................................................. 1 Risk Factors ........................................................................... 10 Use of Proceeds ........................................................................ 31 Capitalization .......................................................................... 32 Selected Historical Financial Information .................................................... 33 Recent Business Review ................................................................. 35 Business .............................................................................. 46 Regulation ............................................................................ 70 Management .......................................................................... 75 Related-Party Transactions ............................................................... 82 Subsidiaries and Associates ............................................................... 83 Description of Other Indebtedness ......................................................... 87 Terms and Conditions of the NC6 Notes .................................................... 95 Terms and Conditions of the NC10 Notes ................................................... 117 Summary of Provisions Relating to the Notes in Global Form .................................... 139 Material Japanese Taxation Considerations .................................................. 141 Subscription and Sale ................................................................... 143 General Information .................................................................... 147 Glossary .............................................................................. G-1 Index to Financial Statements ............................................................. F-1 ii IMPORTANT INFORMATION ABOUT THIS OFFERING MEMORANDUM You should rely only on the information contained in this offering memorandum. Neither we nor any of the managers of the offering of the Notes (the “Managers”) have authorized any other person to provide you with information different or inconsistent from what is included in this offering memorandum. If anyone provides you with different or inconsistent information, you should not rely on it. The information in this offering memorandum is current only as of the
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