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Printmgr File IMPORTANT NOTICE NOT FOR DISTRIBUTION IN OR INTO THE UNITED STATES OR TO U.S. PERSONS OR OTHERWISE THAN TO PERSONS TO WHOM IT CAN LAWFULLY BE DISTRIBUTED IMPORTANT: You must read the following disclaimer before continuing. The following disclaimer applies to the attached offering memorandum. You are advised to read this disclaimer carefully before accessing, reading or making any other use of the attached offering memorandum. In accessing the attached offering memorandum, you agree to be bound by the following terms and conditions, including any modifications to them from time to time, each time you receive any information from us as a result of such access. CONFIRMATION OF YOUR REPRESENTATION: You have accessed the attached document on the basis that you have confirmed your representation to the issuer and to Deutsche Bank AG, London Branch, Citigroup Global Markets Limited, Goldman Sachs International, Morgan Stanley & Co. International plc, Mizuho International plc, Mizuho Securities Asia Limited, Crédit Agricole Corporate and Investment Bank, Merrill Lynch International, J.P. Morgan Securities plc, UBS AG Hong Kong Branch, Barclays Bank PLC, BNP Paribas, Credit Suisse (Hong Kong) Limited, Daiwa Capital Markets Europe Limited, ING Bank N.V., Singapore Branch, Nomura International plc and SMBC Nikko Capital Markets Limited (together, the “Initial Purchasers”) that (1) you are not a U.S. Person, as defined in Regulation S under the U.S. Securities Act of 1933, as amended (the “Securities Act”) or a dealer or professional fiduciary acting for the benefit or account of a U.S. Person and, to the extent you purchase the securities described in the attached offering memorandum, you will be doing so in an offshore transaction pursuant to Regulation S under the Securities Act, (2) the electronic mail address to which the attached offering memorandum has been delivered is not located in the United States of America (including the States and the District of Columbia), its territories, its possessions and other areas subject to its jurisdiction (including Puerto Rico, the U.S. Virgin Islands, Guam, American Samoa, Wake Island and the Northern Mariana Islands) or, if you are dealer or other professional fiduciary organized, incorporated, or (if an individual) resident in the United States of America, you are accepting delivery of the attached offering memorandum solely in your capacity as the holder of one or more discretionary accounts for the benefit of, or account of, non-U.S. persons, and (3) you consent to delivery of the attached offering memorandum and any amendments or supplements thereto by electronic transmission. The attached document has been made available to you in electronic form. You are reminded that documents transmitted via this medium may be altered or changed during the process of transmission and consequently none of the issuer, the Initial Purchasers and their respective affiliates, directors, officers, employees, representatives and agents or any other person controlling the issuer, the Initial Purchasers or any of their respective affiliates accepts any liability or responsibility whatsoever in respect of any discrepancies between the document distributed to you in electronic format and the hard copy version. ANY SECURITIES TO BE ISSUED HAVE NOT BEEN, AND WILL NOT BE, REGISTERED UNDER THE SECURITIES ACT, OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR OTHER JURISDICTION AND MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, U.S. PERSONS (AS SUCH TERMS ARE DEFINED IN REGULATION S UNDER THE SECURITIES ACT) UNLESS REGISTERED UNDER THE SECURITIES ACT OR PURSUANT TO AN EXEMPTION FROM SUCH REGISTRATION. YOU ARE NOT AUTHORIZED TO AND YOU MAY NOT FORWARD OR DELIVER THE ATTACHED OFFERING MEMORANDUM, ELECTRONICALLY OR OTHERWISE, TO ANY OTHER PERSON OR REPRODUCE SUCH OFFERING MEMORANDUM IN ANY MANNER WHATSOEVER. ANY FORWARDING, DISTRIBUTION OR REPRODUCTION OF THIS DOCUMENT AND THE ATTACHED OFFERING MEMORANDUM IN WHOLE OR IN PART IS UNAUTHORIZED. FAILURE TO COMPLY WITH THIS DIRECTIVE MAY RESULT IN A VIOLATION OF THE SECURITIES ACT OR THE APPLICABLE LAWS OF OTHER JURISDICTIONS. The materials relating to the offering do not constitute, and may not be used in connection with, an offer or solicitation in any place where offers or solicitations are not permitted by law. No action has been or will be taken in any jurisdiction by the Initial Purchasers or the issuer that would or is intended to, permit a public offering of the securities, or possession or distribution of the offering memorandum (in preliminary, proof or final form) or any other offering or publicity material relating to the securities, in any country or jurisdiction where action for that purpose is required. If a jurisdiction requires that the offering be made by a licensed broker or dealer and the Initial Purchasers or any affiliate of the Initial Purchasers is a licensed broker or dealer in that jurisdiction, the offering shall be deemed to be made by the Initial Purchasers or such affiliate on behalf of the issuer in such jurisdiction. This offering memorandum is being distributed only to and directed only at (i) persons who are outside the United Kingdom, (ii) persons who have professional experience in matters relating to investments falling within Article 19(5) of The Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, or (iii) those persons to whom it may otherwise lawfully be distributed (all such persons together being referred to as “relevant persons”). This offering memorandum is directed only at relevant persons and must not be acted on or relied on by persons who are not relevant persons. Any investment or investment activity to which this offering memorandum relates is available only to relevant persons and will be engaged in only with relevant persons. You are reminded that the attached offering memorandum has been delivered to you on the basis that you are a person into whose possession this offering memorandum may be lawfully delivered in accordance with the laws of the jurisdiction in which you are located and you may not nor are you authorized to deliver this document, electronically or otherwise, to any other person. If you receive this document by e-mail, you should not reply by e-mail to this announcement. Any reply e-mail communications, including those you generate by using the “Reply” function on your e-mail software, will be ignored or rejected. If you receive this document by e-mail, your use of this e-mail is at your own risk and it is your responsibility to take precautions to ensure that it is free from viruses and other items of a destructive nature. OFFERING MEMORANDUM STRICTLY CONFIDENTIAL NOT FOR DISTRIBUTION IN THE UNITED STATES OF AMERICA OR TO U.S. PERSONS SoftBank Group Corp. $1,350,000,000 4 3⁄4% Senior Notes due 2024 $2,000,000,000 5 1⁄8% Senior Notes due 2027 €1,500,000,000 3 1⁄8% Senior Notes due 2025 €750,000,000 4% Senior Notes due 2029 SoftBank Group Corp. (the “Company”) is offering $1,350,000,000 aggregate principal amount of its 4 3⁄4% Senior Notes due 2024 denominated in U.S. dollars (the “2024 Dollar Notes”), $2,000,000,000 aggregate principal amount of its 5 1⁄8% Senior Notes due 2027 denominated in U.S. dollars (the “2027 Dollar Notes” and, together with the 2024 Dollar Notes, the “Dollar Notes”), €1,500,000,000 aggregate principal amount of its 3 1⁄8% Senior Notes due 2025 denominated in euro (the “2025 Euro Notes”) and €750,000,000 aggregate principal amount of its 4% Senior Notes due 2029 denominated in euro (the “2029 Euro Notes,” together with the 2025 Euro Notes, the “Euro Notes,” and, together with the Dollar Notes, the “Notes”). The maturity date of the 2024 Dollar Notes is September 19, 2024, the maturity date of the 2025 Euro Notes is September 19, 2025, the maturity date of the 2027 Dollar Notes is September 19, 2027 and the maturity date of the 2029 Euro Notes is September 19, 2029. We will pay interest on the Notes semi-annually in arrears on March 19 and September 19 of each year, commencing March 19, 2018. 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. 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.
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