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.
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