Obligation Softbank Group 4% ( XS1266662763 ) en EUR

Société émettrice Softbank Group
Prix sur le marché 100 %  ⇌ 
Pays  Japon
Code ISIN  XS1266662763 ( en EUR )
Coupon 4% par an ( paiement annuel )
Echéance 30/07/2022 - Obligation échue



Prospectus brochure de l'obligation Softbank Group XS1266662763 en EUR 4%, échue


Montant Minimal 100 000 EUR
Montant de l'émission 500 000 000 EUR
Description détaillée SoftBank Group est une société holding japonaise dont les investissements couvrent un large spectre, incluant la technologie, les télécommunications, l'énergie renouvelable et l'immobilier, avec des participations notables dans des entreprises comme Alibaba et Arm.

L'Obligation émise par Softbank Group ( Japon ) , en EUR, avec le code ISIN XS1266662763, paye un coupon de 4% par an.
Le paiement des coupons est annuel et la maturité de l'Obligation est le 30/07/2022







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,
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 (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 does not belong to a U.S person or a person acting on behalf of a U.S. person, 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.
Restrictions: The attached document is being furnished in connection with an offering exempt from
registration under the Securities Act. Nothing in this electronic transmission constitutes an offer of securities for
sale in the United States or to any U.S. person.
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.
$1,000,000,000 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. Each prospective investor, by accepting delivery of this offering memorandum, agrees to
the foregoing, and further agrees not to make any photocopies of this offering memorandum or any documents
referred to in this offering memorandum.
None of the Initial Purchasers represent or warrant that the information herein is accurate or complete. By
receiving this document you acknowledge that (i) you have not relied on the Initial Purchasers, any selling agent
or any of their affiliates in connection with your investigation of the accuracy of the information in this document
or your investment decision and (ii) no person has been authorized to give any information or make any
representation concerning us or the Notes offered hereby other than as contained herein and, if given or made,
such other information or representation should be not be relied upon as having been authorized by us, any Initial
Purchaser or any U.S. selling agent or any of their affiliates.
We reserve the right to withdraw this offering of the Notes at any time. We and the Initial Purchasers may
reject any offer to purchase the Notes in whole or in part, sell less than the entire principal amount of the Notes
offered hereby or allocate to any purchaser less than all of the Notes for which it has subscribed.
IN CONNECTION WITH THIS OFFERING DEUTSCHE BANK AG, LONDON BRANCH (THE
"STABILIZING MANAGER") (OR PERSONS ACTING ON BEHALF OF THE STABILIZING
MANAGER) MAY OVER-ALLOT NOTES OR EFFECT TRANSACTIONS WITH A VIEW TO
SUPPORTING THE MARKET PRICE OF THE NOTES AT A LEVEL HIGHER THAN THAT WHICH
MIGHT OTHERWISE PREVAIL. HOWEVER, THERE IS NO ASSURANCE THAT THE
STABILIZING MANAGER (OR PERSONS ACTING ON BEHALF OF THE STABILIZING
MANAGER) WILL UNDERTAKE STABILIZATION ACTION. ANY STABILIZATION ACTION MAY
BEGIN ON OR AFTER THE DATE ON WHICH ADEQUATE PUBLIC DISCLOSURE OF THE FINAL
TERMS OF THE OFFER OF THE NOTES IS MADE AND, IF BEGUN, MAY BE ENDED AT ANY
ii


TIME, BUT IT MUST END NO LATER THAN THE EARLIER OF 30 DAYS AFTER THE ISSUE
DATE OF THE NOTES AND 60 DAYS AFTER THE DATE OF THE ALLOTMENT OF THE NOTES.
The Notes have not been, and will not be, registered under the U.S. Securities Act, or with any securities
regulatory authority of any state or other jurisdiction in the United States, and may not be offered, sold, pledged
or otherwise transferred except to persons other than U.S. persons in offshore transactions in reliance on
Regulation S under the U.S. Securities Act.
The Notes have not been and will not be registered under the Financial Instruments and Exchange Act of
Japan (Act No. 25 of 1948, as amended) (the "FIEA"), and are subject to the Act on Special Measures
Concerning Taxation of Japan (Act No. 26 of 1957, as amended) (the "Special Taxation Measures Act"). The
Notes may not be offered or sold in Japan, to any person resident in Japan, or to others for reoffering or resale
directly or indirectly in Japan, or to a person resident in Japan, for Japanese securities law purposes (including
any corporation or other entity organized under the laws of Japan) except pursuant to an exemption from the
registration requirements of, and otherwise in compliance with, the FIEA and any other applicable laws,
regulations and governmental guidelines of Japan.
In addition, the Notes are not, as part of the initial distribution by the Initial Purchasers at any time, to be
directly or indirectly offered or sold to, or for the benefit of, any person other than a gross recipient, except as
specifically permitted under the Special Taxation Measures Act. A "gross recipient" for this purpose is (i) a
beneficial owner that is, for Japanese tax purposes, neither an individual resident of Japan or a Japanese
corporation, nor an individual non-resident of Japan or a non-Japanese corporation that in either case is a person
having a special relationship with the issuer of the Notes as described in Article 6, Paragraph 4 of the Special
Taxation Measures Act, (ii) a Japanese financial institution or financial instruments business operator as
designated in Article 3-2-2, Paragraph 29 of the Cabinet Order (Cabinet Order No. 43 of 1957, as amended)
relating to the Special Taxation Measures Act that will hold Notes for its own proprietary account or (iii) an
individual resident of Japan or a Japanese corporation whose receipt of interest on the Notes will be made
through a payment handling agent in Japan as defined in Article 2-2, Paragraph 2 of the Cabinet Order. By
subscribing for the Notes, an investor will be deemed to have represented that it is a gross recipient.
NOTICE TO CERTAIN INVESTORS
NOTICE TO INVESTORS IN THE EEA
This offering memorandum is not a prospectus and is being distributed to a limited number of recipients
for the sole purpose of assisting such recipients in determining whether to proceed with a further investigation of
the purchase of, or subscription for, the Notes. This offering memorandum has been prepared on the basis that all
offers of the Notes will be made pursuant to an exemption under the Prospectus Directive (as defined below), as
implemented in member states of the European Economic Area ("EEA"), from the requirement to produce a
prospectus for offers of securities. Accordingly, any person making or intending to make any offer within the
EEA of the Notes, which are the subject of the offering contemplated in this offering memorandum, should only
do so in circumstances in which no obligation arises for the Company or the Initial Purchasers to produce a
prospectus for such offer. None of the Company or any of the Initial Purchasers has authorized, nor do any of
them authorize, the making of any offer of the Notes through any financial intermediary, other than offers made
by the Initial Purchasers, which constitute the final placement of the Notes contemplated in this offering
memorandum.
In relation to each member state of the EEA which has implemented the Prospectus Directive (each, a
"Relevant Member State"), with effect from and including the date on which the Prospectus Directive is
implemented in that Relevant Member State (the "Relevant Implementation Date") no offer has been made and
no offer will be made of the Notes to the public in that Relevant Member State prior to the publication of a
prospectus in relation to the Notes which has been approved by the competent authority in that Relevant Member
State or, where appropriate, approved in another Relevant Member State and notified to the competent authority
in that Relevant Member State, all in accordance with the Prospectus Directive, except that, with effect from and
including the Relevant Implementation Date, an offer of the Notes to the public may be made in that Relevant
Member State at any time:
(a)
to any legal entity which is a qualified investor as defined in the Prospectus Directive;
(b)
to fewer than 150, natural or legal persons (other than qualified investors as defined in the
Prospectus Directive), subject to obtaining the prior consent of the Company for any such offer; or
(c)
in any other circumstances falling within Article 3(2) of the Prospectus Directive;
provided that no such offer of the Notes shall result in a requirement for the publication by the Company
or the Initial Purchasers of a prospectus pursuant to Article 3 of the Prospectus Directive.
iii


For the purposes of this restriction, the expression an "offer of the Notes to the public" in relation to any
Notes in any Relevant Member State means the communication in any form and by any means of sufficient
information on the terms of the offer and the Notes to be offered so as to enable an investor to decide to purchase
or subscribe for the Notes, as the same may be varied in that member state by any measure implementing the
Prospectus Directive in that member state, the expression "Prospectus Directive" means Directive 2003/71/EC
(as amended, including by Directive 2010/73/EU), and includes any relevant implementing measure in the
Relevant Member State.
The Notes are being offered hereunder in minimum subscription amounts of 100,000 or $200,000.
NOTICE TO INVESTORS IN BAHRAIN
In relation to investors in Bahrain, the Notes and related offering documents may only be offered in
registered form to existing accountholders and accredited investors as defined by the Central Bank of Bahrain
(the "CBB") in Bahrain where such investors make a minimum investment of at least $100,000 or any equivalent
amount in other currency or such other amount as the CBB may determine.
This offering memorandum does not constitute an offer of securities in Bahrain in terms of Article (81) of
the Central Bank and Financial Institutions Law 2006 (decree Law No. 64 of 2006). This offering memorandum
and related offering documents have not been and will not be registered as a prospectus with the CBB.
Accordingly, no securities may be offered, sold or made the subject of an invitation for subscription or purchase
nor will this offering memorandum or any other related document or material be used in connection with any
offer, sale or invitation to subscribe or purchase securities, whether directly or indirectly, to persons in Bahrain,
other than to accredited investors for an offer outside Bahrain.
The CBB has not reviewed, approved or registered this offering memorandum or related offering
documents and it has not in any way considered the merits of the Notes to be offered for investment, whether in
or outside Bahrain. Therefore, the CBB assumes no responsibility for the accuracy and completeness of the
statements and information contained in this offering memorandum and expressly disclaims any liability
whatsoever for any loss howsoever arising from reliance upon the whole or any part of the content of this
offering memorandum. No offer of securities will be made to the public in Bahrain and this offering
memorandum must be read by the addressee only and must not be issued, passed to, or made available to the
public generally.
NOTICE TO INVESTORS IN HONG KONG
The Notes may not be offered or sold in Hong Kong by means of any document other than (i) in
circumstances which do not constitute an offer to the public within the meaning of the Companies (Winding up
and Miscellaneous provisions) Ordinance (Cap. 32, Laws of Hong Kong), or (ii) to "professional investors"
within the meaning of the Securities and Futures Ordinance (Cap. 571, Laws of Hong Kong) and any rules made
thereunder, or (iii) in other circumstances which do not result in the document being a "prospectus" within the
meaning of the Companies (Winding up and Miscellaneous provisions) Ordinance (Cap. 32, Laws of Hong
Kong) and no advertisement, invitation or document relating to the Notes may be issued or may be in the
possession of any person for the purpose of issue (in each case whether in Hong Kong or elsewhere), which is
directed at, or the contents of which are likely to be accessed or read by, the public in Hong Kong (except if
permitted to do so under the laws of Hong Kong) other than with respect to the Notes which are or are intended
to be disposed of only to persons outside Hong Kong or only to "professional investors" within the meaning of
the Securities and Futures Ordinance (Cap. 571, Laws of Hong Kong) and any rules made thereunder.
NOTICE TO INVESTORS IN NORWAY
This offering memorandum is not a prospectus and has not been prepared in accordance with the
prospectus requirements provided for in the Norwegian Securities Trading Act (Norw. Lov om verdipapirhandel,
L29.06.2007 nr 75) nor any other Norwegian enactment. Neither the Norwegian Financial Supervisory Authority
(Norw. Finanstilsynet) nor any other Norwegian public body has examined, approved or registered this offering
memorandum or will examine, approve or register this offering memorandum. Accordingly, this offering
memorandum may not be made available, nor may the Notes otherwise be marketed and offered for sale, in
Norway other than in circumstances that are deemed not to be an offer to the public which would require a
prospectus under the Norwegian Securities Trading Act.
iv


NOTICE TO INVESTORS IN SAUDI ARABIA
This offering memorandum may not be distributed in the Kingdom of Saudi Arabia except to such
persons as are permitted under the Offers of Securities Regulations issued by the Capital Market Authority of the
Kingdom of Saudi Arabia (the "Capital Market Authority").
The Capital Market Authority does not make any representations as to the accuracy or completeness of
this offering memorandum, and expressly disclaims any liability whatsoever for any loss arising from, or
incurred in reliance upon, any part of this offering memorandum. Prospective purchasers of the Notes should
conduct their own due diligence on the accuracy of the information relating to the Notes. If a prospective
purchaser does not understand the contents of this offering memorandum he or she should consult an authorised
financial adviser.
NOTICE TO INVESTORS IN SINGAPORE
This offering memorandum has not been registered as a prospectus with the Monetary Authority of
Singapore. Accordingly, this offering memorandum and any other document or material in connection with the
offer or sale, or invitation for subscription or purchase, of the Notes may not be circulated or distributed, nor may
the Notes be offered or sold, or be made the subject of an invitation for subscription or purchase, whether directly
or indirectly, to persons in Singapore other than (i) to an institutional investor under Section 274 of the Securities
and Futures Act, Chapter 289 of Singapore (the "SFA"), (ii) to a relevant person pursuant to Section 275(1), or
any person pursuant to Section 275(1A), and in accordance with the conditions specified in Section 275, of the
SFA, or (iii) otherwise pursuant to, and in accordance with the conditions of, any other applicable provision of
the SFA.
Where the Notes are subscribed or purchased under Section 275 of the SFA by a relevant person which is:
(a)
a corporation (which is not an accredited investor (as defined in Section 4A of the SFA)) the sole
business of which is to hold investments and the entire share capital of which is owned by one or
more individuals, each of whom is an accredited investor; or
(b)
a trust (where the trustee is not an accredited investor) whose sole purpose is to hold investments
and each beneficiary of the trust is an individual who is an accredited investor,
securities (as defined in Section 239(1) of the SFA) of that corporation or the beneficiaries' rights and
interest (howsoever described) in that trust shall not be transferred within six months after that corporation or that
trust has acquired the Notes pursuant to an offer made under Section 275 of the SFA except:
(1)
to an institutional investor or to a relevant person defined in Section 275(2) of the SFA, or to any
person from an offer referred to in Section 275(1A) or 276(4)(i)(B) of the SFA;
(2)
where no consideration is or will be given for the transfer;
(3)
where the transfer is by operation of law;
(4)
as specified in Section 276(7) of the SFA; or
(5)
as specified in Regulation 32 of the Securities and Futures (Offers of Investments) (Shares and
Debentures) Regulations 2005 of Singapore.
NOTICE TO INVESTORS IN SWITZERLAND
This offering memorandum, as well as any other material relating to the Notes which are the subject of
the offering contemplated by this offering memorandum, does not constitute a public offering prospectus
pursuant to article 652a or article 1156 of the Swiss Code of Obligations and may not comply with the Directive
for Notes of Foreign Borrowers of the Swiss Bankers Association. The Notes may not be publicly offered, sold
or advertised, directly or indirectly, in, into or from Switzerland and will not be listed on the SIX Swiss
Exchange Ltd., and, therefore, the documents relating to the Notes, including, but not limited to, this offering
memorandum, do not claim to comply with the disclosure standards of the Swiss Code of Obligations and the
listing rules of SIX Swiss Exchange Ltd. and corresponding prospectus schemes annexed to the listing rules of
the SIX Swiss Exchange Ltd. The Notes are being offered in Switzerland by way of a private placement (i.e., to a
limited number of selected investors only), without any public advertisement and only to investors who do not
purchase the Notes with the intention to distribute them to the public. The investors will be individually
approached directly from time to time. This offering memorandum, as well as any other material relating to the
Notes, is personal and confidential and does not constitute an offer to any other person. This offering
v


memorandum, as well as any other material relating to the Notes, may only be used by those investors to whom it
has been handed out in connection with the offering described herein and may neither directly nor indirectly be
distributed or made available to other persons without the Company's express consent. This offering
memorandum, as well as any other material relating to the Notes, may not be used in connection with any other
offer and shall in particular not be copied or distributed to the public in (or from) Switzerland.
NOTICE TO INVESTORS IN THE UNITED KINGDOM
The issue and distribution of this offering memorandum is restricted by law. This offering memorandum
is not being distributed by, nor has it been approved for the purposes of section 21 of the Financial Services and
Markets Act 2000 (the "FSMA") by, a person authorized under the FSMA. This offering memorandum is only
being distributed to and is only directed at persons who (i) are outside the United Kingdom, (ii) have professional
experience in matters relating to investments (being investment professionals falling within Article 19(5) of the
Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the "Financial
Promotion Order")), (iii) fall within Article 49(2)(a) to (d) ("high net worth companies, unincorporated
associations, etc.") of the Financial Promotion Order, or (iv) to the extent that doing so does not prejudice the
lawful distribution of this offering memorandum to the foregoing, are persons to whom an invitation or
inducement to engage in investment activity (within the meaning of section 21 of the FSMA) in connection with
the issue or sale of any Notes may otherwise lawfully be communicated or caused to be communicated (all such
persons together being referred to as "relevant persons"). This offering memorandum must not be acted or relied
upon 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. No
part of this offering memorandum should be published, reproduced, distributed or otherwise made available in
whole or in part to any other person in the United Kingdom without the prior written consent of the Company.
The Notes are not being offered or sold to any person in the United Kingdom, except in circumstances which will
not result in an offer of securities to the public in the United Kingdom within the meaning of Part VI of the
FSMA.
NOTICE TO INVESTORS IN QATAR
This offering memorandum does not and is not intended to constitute an offer, sale or delivery of bonds or
other debt financing instruments under the laws of Qatar and has not been and will not be reviewed or approved
by or registered with the Qatar Financial Markets Authority, the Qatar Financial Centre Regulatory Authority or
the Qatar Central Bank in accordance with their regulations or any other regulations in Qatar. The Notes are not
and will not be traded on the Qatar Exchange.
NOTICE TO INVESTORS IN OTHER JURISDICTIONS
The distribution of this offering memorandum and the offer and sale or resale of the Notes may be
restricted by law in certain jurisdictions. Persons into whose possession this offering memorandum (or any part
hereof) comes are required by us and the Initial Purchasers to inform themselves about, and to observe, any such
restrictions.
DISCLOSURE REGARDING FORWARD-LOOKING STATEMENTS
This offering memorandum includes forward-looking statements. In some cases these forward-looking
statements can be identified by the use of terminology such as "aim," "anticipate," "believe," "continue,"
"could," "estimate," "expect," "forecast," "guidance," "may," "plan," "potential," "predict," "projected,"
"should," or "will" or, in each case, the negative of such terms, or other variations or comparable terminology.
Forward-looking statements appear in a number of places throughout this offering memorandum and include, but
are not limited to, statements regarding our intentions, beliefs or current expectations concerning, among other
things, our results of operations, financial condition, liquidity, prospects, growth, strategies and the industries in
which we operate.
By their nature, forward-looking statements involve risks and uncertainties because they relate to events
and depend on circumstances that may or may not occur in the future. We caution you that forward-looking
statements are not guarantees of future performance and that our actual results of operations, financial condition
and liquidity, and the development of the industries in which we operate may differ materially from those made
in or suggested by the forward-looking statements contained in this offering memorandum. In addition, even if
our results of operations, financial condition and liquidity, and the development of the industries in which we
vi


operate are consistent with the forward-looking statements contained in this offering memorandum, such results
or developments may not be indicative of results or developments in subsequent periods. Important factors that
could cause those differences include, but are not limited to:
We face intense competition, including from other large and established competitors, and such
competition may intensify.
Our financial results may be significantly affected by risks relating to Sprint, its operations and
financial performance.
Our holdings in Sprint, Yahoo Japan and our strategic associates such as GungHo or Alibaba will not
necessarily generate cash that can be used to pay principal or interest on the Notes or our other
indebtedness.
Security breaches and illegal or inappropriate use of our services could adversely affect our reputation
and expose us to claims from customers and penalties from authorities.
Any adverse conditions in the economy could adversely affect us.
Demographic trends may make it difficult for us to sustain our growth.
Fluctuations in currency exchange rates may have a negative impact on our results of operations
presented in Japanese yen.
A downgrade of the credit rating of the Company or our subsidiaries could have a negative effect on
us.
The acquisition of other companies, businesses or technologies, or the internal reorganization of our
group structure, could result in operating difficulties, dilution or other harmful consequences.
Our financial condition and results of operation may be subject to increased volatility as a result of
our strategy of targeting companies in high growth potential fields.
We may have to recognize charges on our statements of income due to the impairment of goodwill or
other intangible assets or investments in strategic associates.
We depend on the telecommunications lines and facilities of other companies in certain circumstances
and could be materially and adversely affected if our access were restricted or terminated or if related
utilization or connection fees were increased.
We depend on the satisfactory performance of our network systems and sufficient spectrum to operate
our telecommunications services.
Fast-paced innovations in technology and business models, as well as alternative telecommunication
technologies may make our services, technology or business models obsolete.
Our operations may be significantly affected by natural disasters such as earthquakes, volcanic
eruptions or other events.
We face risks associated with operation and investment in multiple markets, and if we are unable to
manage these risks effectively, they could impair our ability to expand our business.
The loss of key senior management personnel, including Mr. Masayoshi Son in particular, could
negatively affect our business.
We are subject to laws, government regulations and licensing regimes that restrict and may impose
new restrictions on our business.
We may suffer from unauthorized use of our intellectual property by third parties and incur costs
associated with protecting our intellectual property.
We may be subject to intellectual property claims.
From time to time, we may become involved in legal proceedings, which could adversely affect our
business.
We depend on the Yahoo! brand and related trademarks, the continued use of which is important to
our business.
We rely on subcontractors and other third-parties for certain of our operations.
Our mobile communications business is capital intensive and we may not have sufficient liquidity to
fund our capital expenditure programs or our ongoing operations in the future.
vii


We purchase and lease various equipment, products and services, from suppliers and our inability to
procure such equipment, products and services or defects therein could adversely affect our business.
Our business may be adversely affected by actual or perceived health risks associated with mobile
communication devices and the location of base stations and antennas.
Our online game business is dependent upon a limited number of titles.
Our renewable energy business is vulnerable to reductions in power production due to climatic and
other factors.
We urge you to read the sections of this offering memorandum entitled "Risk Factors," "Management's
Discussion and Analysis of Financial Condition and Results of Operations" and "Business" for a more complete
discussion of the factors that could affect our future performance and the industries in which we operate. In light
of these risks, uncertainties and assumptions, the forward-looking events described in this offering memorandum
may not occur.
We undertake no obligation to update or revise any forward-looking statement, whether as a result of new
information, future events or otherwise. All subsequent written and oral forward-looking statements attributable
to us or to persons acting on our behalf are expressly qualified in their entirety by the cautionary statements
above and contained elsewhere in this offering memorandum.
ENFORCEMENT OF CIVIL LIABILITIES
We are a limited-liability company (kabushiki kaisha) established under the laws of Japan. The majority
of our directors and most of our management reside in Japan, and a substantial portion of our assets and the
assets of such persons are located in Japan. As a result, it may not be possible for investors to effect service of
process within the United States upon us or such persons, or to enforce against us or such persons judgments
obtained in U.S. courts in actions such as those predicated upon the civil liability provisions of U.S. federal or
state securities laws. We have been advised by our Japanese counsel, Mori Hamada & Matsumoto, that there is
doubt as to the enforceability in Japan, in original actions or in actions for enforcement of judgments of U.S.
courts brought before Japanese courts, of liabilities predicated solely upon U.S. federal or state securities laws.
CERTAIN DEFINITIONS
In this offering memorandum, unless the context otherwise requires, references to the "Company" refer to
SoftBank Group Corp., and references to "we," "our," "us," "SoftBank" and the "SoftBank Group" refer to the
Company, its consolidated subsidiaries and equity-method non-consolidated subsidiaries and associates, as the
context requires. References to "SoftBank Corp." refer to SoftBank Corp., the subsidiary which merged with
several other subsidiaries as of April 1, 2015. See "Summary--Recent Developments." References to "Sprint"
are to Sprint Corporation and its consolidated subsidiaries, as the context requires. References to "Yahoo Japan"
are to Yahoo Japan Corporation and its consolidated subsidiaries as the context requires. References to
"Brightstar" are to Brightstar Corp. and its consolidated subsidiaries as the context requires. References to
"GungHo" are to GungHo Online Entertainment, Inc. and its consolidated subsidiaries as the context requires.
References to "Supercell" are to Supercell Oy and its consolidated subsidiaries as the context requires.
References to "SB Group US" are to SB Group US, Inc. and its consolidated subsidiaries as the context requires.
References to "Alibaba" are to Alibaba Group Holding Ltd. and its consolidated subsidiaries as the context
requires.
Unless otherwise noted, the mobile communications market of Japan comprises SoftBank Corp., NTT
DOCOMO and KDDI.
In our audited financial statements, included elsewhere in this offering memorandum, references to
"SoftBank Corp." refer to SoftBank Group Corp. (which changed its name from SoftBank Corp. on July 1, 2015)
on a stand-alone basis, references to the "Company" refer to SoftBank Group Corp. and its subsidiaries, on a
consolidated basis, and references to SoftBank Mobile Corp. refer to SoftBank Corp. (which changed its name
from SoftBank Mobile Corp. on July 1, 2015).
CURRENCY PRESENTATION
In this offering memorandum:
"¥" or "yen" means the lawful currency of Japan;
"' or "euros" means the single currency of the participating member states in the third stage of
European economic and monetary union of the Treaty Establishing the European Community, as
amended from time to time; and
"$", "U.S. dollars" or "dollars" means the lawful currency of the United States.
viii


Document Outline