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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. $1,000,000,000 6% Senior Notes due 2025 $1,000,000,000 5 3⁄8% Senior Notes due 2022 €500,000,000 5 1⁄4% Senior Notes due 2027 €1,250,000,000 4 3⁄4% Senior Notes due 2025 €500,000,000 4% Senior Notes due 2022 SoftBank Group Corp., which changed its name from SoftBank Corp. on July 1, 2015, (the “Company”) is offering $1,000,000,000 aggregate principal amount of its 6% Senior Notes due 2025 denominated in U.S. dollars (the “2025 Dollar Notes”), $1,000,000,000 aggregate principal amount of its 5 3⁄8% Senior Notes due 2022 denominated in U.S. dollars (the “2022 Dollar Notes” and, together with the 2025 Dollar Notes, the “Dollar Notes”), €500,000,000 aggregate principal amount of its 5 1⁄4% Senior Notes due 2027 denominated in euro (the “2027 Euro Notes”), €1,250,000,000 aggregate principal amount of its 4 3⁄4% Senior Notes due 2025 denominated in euro (the “2025 Euro Notes”) and €500,000,000 aggregate principal amount of its 4% Senior Notes due 2022 denominated in euro (the “2022 Euro Notes”, together with the 2027 Euro Notes and the 2025 Euro Notes, the “Euro Notes”, and, together with the Dollar Notes, the “Notes”). The maturity date of the 2027 Euro Notes is July 30, 2027, the maturity date of the 2025 Euro Notes and the 2025 Dollar Notes is July 30, 2025, and the maturity date of the 2022 Euro Notes and the 2022 Dollar Notes is July 30, 2022. We will pay interest on the Notes semi-annually in arrears on January 30 and July 30 of each year, commencing January 30, 2016. The Notes will be general unsecured obligations of the Company. They will rank equally in right of payment with all existing and future debt of the Company that is not contractually subordinated to the Notes or preferred by operation of law and will be senior in right of payment to any future debt of the Company that is contractually subordinated to the Notes. The Notes will effectively be subordinated to any existing and future secured debt of the Company and its subsidiaries, to the extent of the value of the property and assets securing such debt. The Notes will be guaranteed (the “Note Guarantee”) by SoftBank Corp. (which changed its name from SoftBank Mobile Corp. on July 1, 2015). The Note Guarantee by SoftBank Corp. will be a general unsecured obligation of SoftBank Corp. The Note Guarantee will rank equally in right of payment with all existing and future debt of SoftBank Corp. that is not contractually subordinated to its Note Guarantee or preferred by operation of law and will be senior in right of payment to any future debt of SoftBank Corp. that is contractually subordinated to its Note Guarantee. The Notes will be structurally subordinated to all existing and future debt or other obligations of any Subsidiary of the Company that does not guarantee the Notes. At any time prior to the date that is 90 days prior to their respective maturities, we may on any one or more occasions, at our option, redeem all or part of any series of Notes by paying a “make-whole” premium. At any time on or after the date that is 90 days prior to their respective maturities, we may on any one or more occasions redeem all or a part of any series of Notes at par. We may also redeem the Notes, in whole but not in part, at any time upon certain changes in tax laws. In the case of a change of control triggering event, we may be required to make an offer to purchase the Notes at a redemption price equal to 100% of the principal amount thereof. See “Description of the Notes.” Approval in-principle has been received for the listing 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 granted by the SGX-ST for the listing 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 and the Note Guarantees 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 in reliance on Regulation S under the U.S. Securities Act (“Regulation S”). The Notes and the Note Guarantees may not be offered, sold or delivered within the United States or to, or for the account or benefit of, U.S. persons (as defined in Regulation S), except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. See “Notice to Investors” 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 22. Issue Price (expressed as percentage of aggregate principal amount), plus accrued interest from the issue date: 2025 Dollar Notes: 100% 2022 Dollar Notes: 100% 2027 Euro Notes: 100% 2025 Euro Notes: 100% 2022 Euro Notes: 100% The Notes will be represented on issuance by one or more global notes, which we expect will be delivered in book-entry form through Euroclear Bank SA/NV (“Euroclear”) and Clearstream Banking, société anonyme (“Clearstream”) on or about July 28, 2015 (the “Issue Date”). Joint Global Coordinators Deutsche Bank Goldman Sachs International (Sole Physical Bookrunner) Joint Bookrunners Mizuho Securities Morgan Stanley BofA Merrill Lynch Cre´dit Agricole CIB NOMURA Co-Managers for the Dollar Notes SMBC Nikko UBS Investment Bank Barclays Daiwa Capital Markets Citigroup Co-Managers for the Euro Notes SMBC Nikko UBS Investment Bank Barclays Daiwa Capital Markets BNP PARIBAS The date of this offering memorandum is July 22, 2015. IMPORTANT INFORMATION ABOUT THIS OFFERING MEMORANDUM You should rely only on the information contained in this offering memorandum. Neither we nor any of Deutsche Bank AG, London Branch, Goldman Sachs International, Mizuho International plc, Mizuho Securities Asia Limited, Morgan Stanley & Co. International plc, Merrill Lynch International, Cre´dit Agricole Corporate and Investment Bank, Nomura International plc, SMBC Nikko Capital Markets Limited, UBS Limited, Barclays Bank PLC, Daiwa Capital Markets America Inc., BNP Paribas and Citigroup Global Markets Limited (the “Initial Purchasers”) 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 date on the cover, and our business or financial condition and other information in this offering memorandum may change after that date. You should not consider any information in this offering memorandum to be legal, business, accounting or tax advice. You should consult your own attorney, business advisor, accountant and tax advisor for legal, business, accounting and tax advice regarding an investment in the Notes. In making an investment decision, you must rely on your own examination of our business and the terms of this offering and the Notes, including the merits and risks involved. If you purchase the Notes, you will be deemed to have made certain acknowledgements, representations and warranties as detailed under “Notice to Investors.” You may be required to bear the financial risk of an investment in the Notes for an indefinite period. Neither we nor the Initial Purchasers are making an offer to sell the Notes in any jurisdiction where the offer and sale of the Notes is prohibited. We do not make any representation to you that the Notes are a legal investment for you. No action has been, or will be, taken to permit a public offering in any jurisdiction where action would be required for that purpose. Each prospective purchaser of the Notes must comply with all applicable laws and rules and regulations in force in any jurisdiction in which it purchases, offers or sells the Notes and must obtain any consent, approval or permission required by it for the purchase, offer or sale by it of the Notes under the laws and regulations in force in any jurisdiction to which it is subject or in which it makes such purchases, offers or sales, and neither we nor the Initial Purchasers shall have any responsibility therefor. This offering memorandum is confidential and we have prepared this offering memorandum solely for use in connection with the offer of the Notes to persons other than U.S. persons in accordance with Regulation S under the U.S. Securities Act and for application for listing of the Notes on the SGX-ST. This offering memorandum is personal to each offeree and does not constitute an offer to any other person or to the public generally to subscribe for or otherwise acquire the Notes. You agree that you will hold the information contained in this offering memorandum and the transactions contemplated hereby in confidence. You may not distribute this offering memorandum to any person, other than a person retained to advise you in connection with the purchase of the Notes.
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