Obligation Softbank Group 6.125% ( XS1811213435 ) en USD

Softbank Group

100 % ⇌

Japon

XS1811213435 ( en USD )

6.125% par an ( paiement semestriel )

20/04/2025

Prospectus brochure de l'obligation Softbank Group XS1811213435 en USD 6.125%, échéance 20/04/2025

200 000 USD

450 000 000 USD

20/04/2025 ( Aujourd'hui )

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 USD, avec le code ISIN XS1811213435, paye un coupon de 6.125% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 20/04/2025

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,
Morgan Stanley & Co. International plc, Merrill Lynch International, Daiwa Capital Markets Europe Limited,
Mizuho International plc, Mizuho Securities Asia Limited, Nomura International plc and SMBC Nikko Capital
Markets Limited (together, the "Initial Purchasers") that (1) you are a non-U.S. person located outside the
United States or dealer or other professional fiduciary in the United States acting only on a discretionary basis for
the benefit or account of non-U.S. persons located outside the United States, in each case, in offshore transactions
conducted in accordance with Regulation S under the Securities Act ("Regulation S"), (2) you are a person other
than a retail investor in the European Economic Area, defined as a person who is one (or more) of: (i) a retail
client as defined in point (11) of Article 4(1) of Directive 2014/65/EU (as amended, "MiFID II"); or (ii) a
customer within the meaning of Directive 2002/92/EC, where that customer would not qualify as a professional
client as defined in point (10) of Article 4(1) of MiFID II; or (iii) not a qualified investor as defined in Directive
2003/71/EC, (3) 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 (4) 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.
Solely for the purposes of the product approval process of each Initial Purchaser (each, a "manufacturer"),
the target market assessment in respect of the Notes described in this offering memorandum has led to the
conclusion that: (i) the target market for such Notes is eligible counterparties and professional clients only, each
as defined in MiFID II; and (ii) all channels for distribution of such Notes to eligible counterparties and
professional clients are appropriate. The target market and distribution channel(s) may vary in relation to sales
outside the EEA in light of local regulatory regimes in force in the relevant jurisdiction. Any person subsequently
offering, selling or recommending such Notes (a "distributor") should take into consideration the manufacturers'
target market assessment; however, a distributor subject to MiFID II is responsible for undertaking its own target
market assessment in respect of such Notes (by either adopting or refining the manufacturers' target market
assessment) and determining appropriate distribution channels.
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.
$300,000,000 5 1/2% Senior Notes due 2023
1,000,000,000 4% Senior Notes due 2023
$450,000,000 6 1/8% Senior Notes due 2025
450,000,000 4 1/2% Senior Notes due 2025
SoftBank Group Corp. (the "Company") is offering $300,000,000 aggregate principal amount of its 5 1/2% Senior
Notes due 2023 denominated in U.S. dollars (the "2023 Dollar Notes"), $450,000,000 aggregate principal amount of its 6 1/8%
Senior Notes due 2025 denominated in U.S. dollars (the "2025 Dollar Notes," together with the 2023 Dollar Notes, the
"Dollar Notes"), 1,000,000,000 aggregate principal amount of its 4% Senior Notes due 2023 denominated in euro (the "2023
Euro Notes") and 450,000,000 aggregate principal amount of its 4 1/2% Senior Notes due 2025 denominated in euro (the
"2025 Euro Notes," together with the 2023 Euro Notes, the "Euro Notes," and, together with the Dollar Notes, the "Notes").
The maturity date of the 2023 Dollar Notes is April 20, 2023, the maturity date of the 2025 Dollar Notes is April 20, 2025, the
maturity date of the 2023 Euro Notes is April 20, 2023 and the maturity date of the 2025 Euro Notes is April 20, 2025. We
will pay interest on the Notes semi-annually in arrears on April 20 and October 20 of each year, commencing October 20,
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. 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."
The Company plans to use the proceeds of the offering and cash on hand to redeem its outstanding $2,485,000,000
41/2% Senior Notes due 2020 and 625,000,000 45/8% Senior Notes due 2020 (together, the "2013 Notes") in their entirety.
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 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 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 13.
Issue Price (expressed as percentage of aggregate principal amount) plus accrued interest from the issue date:
2023 Dollar Notes: 100%
2023 Euro Notes: 100%
2025 Dollar Notes: 100%
2025 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 S.A. ("Clearstream") on or about
April 20, 2018 (the "Issue Date").
Joint Global Coordinators and Joint Bookrunners
Deutsche Bank
Morgan Stanley
Merrill Lynch International
Joint Bookrunners
Daiwa Capital Markets Europe
Mizuho Securities
NOMURA
SMBC Nikko
The date of this offering memorandum is April 17, 2018.

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, Morgan Stanley & Co. International plc, Merrill Lynch International, Daiwa
Capital Markets Europe Limited, Mizuho International plc, Mizuho Securities Asia Limited, Nomura International
plc and SMBC Nikko Capital 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 the listing and quotation 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 or the Trustee represents or warrants that the information herein is accurate or
complete. By receiving this offering memorandum you acknowledge that (i) you have not relied on the Initial
Purchasers, the Trustee, any selling agent or any of their affiliates in connection with your investigation of the
accuracy of the information in this offering memorandum 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 not be relied upon as
having been authorized by us, any Initial Purchaser, the Trustee 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 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.
ii

The Notes and the related Note Guarantees have not been, and will not be, registered under the U.S.
Securities Act or the securities laws of any state or jurisdiction of the United States, and may not be offered, sold
or delivered, directly or indirectly, in the United States or to, or for the account or benefit of, U.S. persons, except
pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the U.S.
Securities Act. The offering of the Notes and the related Note Guarantees are not being made to any U.S. person
(as defined in Regulation S) or within the United States, other than pursuant to offshore transactions with
non-U.S. persons conducted in accordance with Regulation S. Accordingly, the Notes and the related Note
Guarantees are only being offered and sold to non-U.S. persons outside the United States or certain dealers or
other professional fiduciaries in the United States acting only on a discretionary basis for the benefit or account
of non-U.S. persons located outside the United States in each case, in offshore transactions conducted in reliance
on Regulation S under the 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 28 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.
Interest payments on the Notes will be subject to Japanese withholding tax unless the holder establishes
that the Note is held by or for the account of a holder that is (1) for Japanese tax purposes, neither (a) an
individual resident of Japan or a Japanese corporation, nor (b) an individual non-resident of Japan or a
non-Japanese corporation that in either case is a specially-related person of ours, and in compliance with certain
requirements for tax exemption under the Special Taxation Measures Act, or (2) a Japanese designated financial
institution or financial instruments business operator as described in Article 6, Paragraph 9 of the Special
Taxation Measures Act which complies with the requirement for tax exemption under that Paragraph.
NOTICE TO CERTAIN INVESTORS
PROHIBITION OF SALES TO EEA RETAIL INVESTORS
The Notes and the related Note Guarantees have not been and will not be registered under the laws of any
member state of the European Economic Area ("EEA"). This offering of the Notes and the related Note
Guarantees is being made, and the Notes and the related Note Guarantees are being offered and issued, only to
persons other than retail investors in the EEA, each defined as a person who is one (or more) of: (i) a retail client
as defined in point (11) of Article 4(1) of Directive 2014/65/EU (as amended, "MiFID II"); (ii) a customer within
the meaning of Directive 2002/92/EC (as amended, the "Insurance Mediation Directive"), where that customer
would not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II; or (iii) not a
qualified investor as defined in Directive 2003/71/EC (as amended, the "Prospectus Directive"). Consequently,
no key information document required by Regulation (EU) No 1286/2014 (the "PRIIPs Regulation") for offering
or selling the Notes or otherwise making them available to retail investors in the EEA has been prepared.
Therefore offering or selling the Notes or otherwise making them available to any retail investor in the EEA may
be unlawful under the PRIIPs Regulation.
iii

MIFID II PRODUCT GOVERNANCE / PROFESSIONAL INVESTORS AND EPCs ONLY TARGET
MARKET
Solely for the purposes of each of the Company, the Note Guarantor and the Initial Purchasers' (each a
"Manufacturer") product approval process, the target market assessment in respect of the Notes has led to the
conclusion that: (i) the target market for the Notes is eligible counterparties and professional clients only, each as
defined in Directive 2014/65/EU (as amended, "MiFID II"); and (ii) all channels for distribution of the Notes to
eligible counterparties and professional clients are appropriate. The target market and distribution channel(s) may
vary in relation to sales outside the EEA in light of local regulatory regimes in force in the relevant jurisdiction.
Any person subsequently offering, selling or recommending the Notes (a "Distributor") should take into
consideration the Manufacturers' target market assessment; however, a Distributor subject to MiFID II is
responsible for undertaking its own target market assessment in respect of the Notes (by either adopting or
refining the manufacturers' target market assessment) and determining appropriate distribution channels.
Accidental Customer
The Initial Purchasers are only acting for the Company and the Note Guarantor in connection with the
transaction referred to in this offering memorandum and no one else and will not be responsible to anyone other
than the Company and the Note Guarantor for providing the protections offered to clients of the Initial
Purchasers nor for providing advice in relation to the transaction, this offering memorandum or any arrangement
or other matter referred to herein.
NOTICE TO INVESTORS IN THE KINGDOM OF BAHRAIN
This offering memorandum does not constitute an offer of securities in the Kingdom of 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 Central Bank of Bahrain ("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 the Kingdom of Bahrain, other than to `accredited investors', as such term is
defined by the CBB.
The CBB has not reviewed, approved or registered this offering memorandum or any 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 the Kingdom of 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 the Kingdom of 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
This offering memorandum has not been and will not be registered with the Registrar of Companies in
Hong Kong. Accordingly, except as mentioned below, this offering memorandum may not be issued, circulated
or distributed in Hong Kong. A copy of this offering memorandum may, however, be issued to a limited number
of prospective applicants for the Notes and the related Note Guarantees in Hong Kong in a manner which does
not constitute an offer of the Notes and the related Note Guarantees to the public in Hong Kong or an issue,
circulation or distribution in Hong Kong of a prospectus for the purposes of the Companies (Winding Up and
Miscellaneous Provisions) Ordinance (Chapter 32 of the Laws of Hong Kong). No advertisement, invitation or
document relating to the Notes and the related Note Guarantees may be issued or may be in the possession of any
person 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 as defined in the Securities and Futures
Ordinance (Chapter 571 of the Laws of Hong Kong) and any rules made thereunder.
NOTICE TO INVESTORS IN ITALY
This offering memorandum has not been registered with the Italian Securities and Exchange Commission
(Commissione Nazionale per le Società e la Borsa, the "CONSOB") pursuant to Italian securities legislation and,
accordingly, does not constitute an offer of securities and cannot be distributed to the public nor may copies of
iv

this document or of any other document relating to the offering of the Notes and the related Note Guarantees be
distributed in the Republic of Italy ("Italy"), except where an express exemption from compliance with the
restrictions on offers to the public applies, as provided under Article 100 of the Italian Legislative Decree No. 58
of February 24, 1998, as amended from time to time, (the "Financial Services Act") and Article 34-ter of
CONSOB Regulation No. 11971 of May 14, 1999.
Moreover, and subject to the foregoing, any offer or delivery of the Notes and the related Note Guarantees
or distribution of copies of this offering memorandum or any other document relating to this offering in Italy
under (i) or (ii) above must be and will be effected in accordance with all Italian securities, tax, exchange control
and other applicable laws and regulations, and, in particular, will be:
(a)
made by an investment firm, bank or financial intermediary permitted to conduct such activities in
Italy in accordance with the Financial Services Act, CONSOB Regulation No. 20307 of 15 February
2018, as amended from time to time, and Legislative Decree No. 385 of 1 September 1993, as
amended from time to time (the "Banking Act");
(b)
in compliance with Article 129 of the Banking Act and the implementing guidelines of the Bank of
Italy, as amended from time to time, pursuant to which the Bank of Italy request information on the
issue or the offer of securities in Italy; and
(c)
in compliance with any other applicable laws and regulations or requirement imposed by the Bank
of Italy, CONSOB or other Italian authority.
Any investor receiving the Notes in this offering is solely responsible for ensuring that any offer or resale
of the Notes it received in this offering occurs in compliance with applicable Italian laws and regulations.
NOTICE TO INVESTORS IN FRANCE
This offering memorandum has not been prepared and is not being distributed in the context of a public
offering of financial securities in France (offre au public de titres financiers) within the meaning of Article L.
411 1 of the French Code monétaire et financier and Title I of Book II of the Règlement général of the Autorité
des marchés financiers (the French financial markets authority) (the "AMF"). Consequently, the Notes and the
related Note Guarantees may not be, directly or indirectly, offered or sold to the public in France, and neither this
offering memorandum nor any offering or marketing materials relating to the Notes and the related Note
Guarantees may be made available or distributed in any way that would constitute, directly or indirectly, an offer
to the public in France.
The Notes and the related Note Guarantees may only be offered or sold in France to qualified investors
(investisseurs qualifiés) acting for their own account and/or to providers of investment services relating to
portfolio management for the account of third parties (personnes fournissant le service d'investissement de
gestion de portefeuille pour le compte de tiers), all as defined in and in accordance with Articles L. 411 1, L. 411
2, D. 411 1, D. 744 1, D. 754 1 and D. 764 1 of the French Code monétaire et financier and applicable
regulations thereunder.
Prospective investors are informed that:
(a)
this offering memorandum has not been and will not be submitted for clearance to the AMF;
(b)
in compliance with Articles L. 411 2, D. 411 1, D. 744 1, D. 754 1 and D. 764 1 of the French Code
monétaire et financier, any qualified investors subscribing for the Notes should be acting for their
own account; and
(c)
the direct and indirect distribution or sale to the public of the Notes and the related Note Guarantees
acquired by them may only be made in compliance with Articles L. 411 1, L. 411 2, L. 412 1 and L.
621 8 through L. 621 8 3 of the French Code monétaire et financier.
NOTICE TO INVESTORS IN BELGIUM
This offering memorandum relates to a private placement of the Notes and the related Note Guarantees
and does not constitute an offer or solicitation to the public in Belgium to subscribe for or acquire the Notes and
the related Note Guarantees. This offering of the Notes and the related Note Guarantees has not been and will not
be notified to, and this offering memorandum has not been, and will not be, approved by the Belgian Financial
Services and Markets Authority (Autoriteit voor Financiële Diensten en Markten/Autorité des Services et
Marchés Financiers) pursuant to the Belgian laws and regulations applicable to the public offering of investment
instruments. Accordingly, this offering of the Notes and the related Note Guarantees, as well as any other
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materials relating to the offering may not be advertised, the Notes and the related Note Guarantees may not be
offered or sold, and this offering memorandum or any other information circular, brochure or similar document
may not be distributed, directly or indirectly, (i) to any person located and/or resident in Belgium other than a
"qualified investor" within the meaning of Article 10 of the Belgian Act of June 16, 2006 on the public offering
of investment instruments and the admission of investment instruments to trading on a regulated market (the
"Prospectus Act") or (ii) to any person qualifying as a consumer (consument/ consommateur) within the meaning
of Book VI of the Belgian Code of Economic Law (Wetboek economisch recht/Code de droit economique) of
February 28, 2013, as amended from time to time. This offering memorandum has been issued to the intended
recipient for personal use only and exclusively for the purpose of the offer. Therefore it may not be used for any
other purpose, nor passed on to any other person in Belgium. Any resale of the Notes in Belgium may only be
made in accordance with the Prospectus Act and other applicable laws.
NOTICE TO INVESTORS IN NORWAY
This offering memorandum has not been and will not be filed with or approved by the Norwegian
Financial Supervisory Authority, the Oslo Stock Exchange or any regulatory authority in Norway. The Notes and
the related Note Guarantees have not been offered or sold and may not be offered, sold or delivered, directly or
indirectly, in Norway, unless in compliance with Chapter 7 of the Norwegian Securities Trading Act 2007 and
secondary regulations issued pursuant thereto, as amended from time to time (the "Securities Trading Act").
Accordingly, this offering memorandum may not be made available nor may the Notes and the related Note
Guarantees otherwise be marketed and offered for sale in Norway other than in circumstances that are deemed
not to be a marketing of an offer to the public in Norway in accordance with the Securities Trading Act.
NOTICE TO INVESTORS IN THE KINGDOM OF 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 and the
related Note Guarantees should conduct their own due diligence on the accuracy of the information relating to the
Notes and the related Note Guarantees. If a prospective purchaser does not understand the contents of this
offering memorandum, he or she should consult an authorized financial advisor.
NOTICE TO INVESTORS IN JAPAN
The Notes have not been and will not be registered under the Financial Instruments and Exchange Act
and are subject to the Special Taxation Measures Act. The Notes (i) will not, directly or indirectly, be offered or
sold, in Japan or to any 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; and (ii) will not, as part of its initial distribution, directly or indirectly be
offered or sold to, or for the benefit of, any person other than a gross recipient or to others for re-offering or
re-sale, directly or indirectly, to, or for the benefit of, any person other than a gross recipient. A "gross recipient"
for this purpose is (i) a beneficial owner that is, for Japanese tax purposes, neither (x) an individual resident of
Japan or a Japanese corporation, nor (y) an individual non-resident of Japan or a non-Japanese corporation that in
either case is a person having a special relationship with the Company 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 28 of the Cabinet Order relating to the Special Taxation Measures Act
(Cabinet Order No. 43 of 1957, as amended) 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.
NOTICE TO INVESTORS IN SINGAPORE
This offering memorandum has not been and will not be registered as a prospectus with the Monetary
Authority of Singapore. Accordingly, this offering memorandum or any document or material in connection with
the offer or sale, or invitation for subscription or purchase, of the Notes and the related Note Guarantees may not
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be circulated or distributed, nor may the Notes and the related Note Guarantees 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 "Securities and Futures Act"), (ii) to a relevant person pursuant to Section 275(1), or to any person pursuant
to Section 275(1A), and in accordance with the conditions specified in Section 275, of the Securities and Futures
Act, or (iii) otherwise pursuant to, and in accordance with the conditions of, any other applicable provision of the
Securities and Futures Act.
Where the Notes and the related Note Guarantees are subscribed or purchased under Section 275 of the
Securities and Futures Act by a relevant person which is:
(a)
a corporation (which is not an accredited investor (as defined in Section 4A of the Securities and
Futures Act)) 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 Securities and Futures Act) 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 and the related Note Guarantees pursuant to an offer
made under Section 275 of the Securities and Futures Act except:
(1)
to an institutional investor or to a relevant person defined in Section 275(2) of the Securities and
Futures Act, or to any person arising from an offer referred to in Section 275(1A) or
Section 276(4)(i)(B) of the Securities and Futures Act;
(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 Securities and Futures Act; 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
The Notes and the related Note Guarantees are being offered in Switzerland on the basis of a private
placement only. This offering memorandum does not constitute a prospectus within the meaning of Art. 652A of
the Swiss Federal Code of Obligations.
NOTICE TO INVESTORS IN THE UNITED KINGDOM
The communication of this offering memorandum and any other documents or materials relating to this
offering of the Notes and the related Note Guarantees is not being made and such documents and/or materials
have not been approved by an authorized person for the purposes of section 21 of the Financial Services and
Markets Act 2000. Accordingly, such documents and/or materials are not being distributed to, and must not be
passed on to, the general public in the United Kingdom. Such documents are only directed at and are only for
circulation to (i) persons within the United Kingdom falling within the definition of Investment Professional (as
defined in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the
"Order")), (ii) high net worth companies, and other persons to whom it may lawfully be communicated, falling
within Article 49(2)(a) to (d) of the Order (all such persons together being referred to as "relevant persons"), or
(iii) persons falling within Article 43 of the Order, or other persons to whom it may lawfully be communicated in
accordance with the Order.
Insofar as the communication in this offering memorandum and such documents and/or materials is made
to or directed at relevant persons, any investment or investment activity to which it relates is available only to
relevant persons. Any person who is not a relevant person should not act or rely on this document or any of its
contents.
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 the State of Qatar and has not been and will not be reviewed
or approved by or registered with the Qatar Financial Markets Authority or the Qatar Central Bank. The Notes
are not and will not be traded on the Qatar Exchange.
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NOTICE TO INVESTORS IN CANADA
The Notes may be sold only to purchasers in the provinces of Canada purchasing, or deemed to be
purchasing, as principal that are accredited investors, as defined in National Instrument 45-106 Prospectus
Exemptions or subsection 73.3(1) of the Securities Act (Ontario), and are permitted clients, as defined in National
Instrument 31-103 Registration Requirements, Exemptions and Ongoing Registrant Obligations. Any resale of
the Notes must be made in accordance with an exemption from, or in a transaction not subject to, the prospectus
requirements of applicable securities laws.
Securities legislation in certain provinces or territories of Canada may provide a purchaser with remedies
for rescission or damages if this offering memorandum (including any amendment thereto) contains a
misrepresentation, provided that the remedies for rescission or damages are exercised by the purchaser within the
time limit prescribed by the securities legislation of the purchaser's province or territory. The purchaser should
refer to any applicable provisions of the securities legislation of the purchaser's province or territory for
particulars of these rights or consult with a legal advisor.
NOTICE TO INVESTORS IN AUSTRALIA
Neither this offering memorandum nor any disclosure document (as defined in the Corporations Act 2001
of the Commonwealth of Australia (the "Australian Corporations Act")) in relation to the Notes has been or will
be lodged with the Australian Securities and Investments Commission ("ASIC") or ASX Limited (ABN 98 008
624 691) (the "ASX") and the Notes and the related Note Guarantees may not be offered for sale, nor may
applications for the issue, sale, purchase or subscription of any Notes or Note Guarantees be invited, in, to or
from Australia (including an offer or invitation which is received by a person in Australia) and neither this
offering memorandum nor any advertisement or other offering material relating to the Notes may be distributed
or published in Australia unless:
i.
(A) the aggregate consideration payable by each offeree or invitee for the Notes is at least
AU$500,000 (or its equivalent in other currencies) (disregarding moneys lent by the offeror or its
associates); or (B) the offer otherwise does not require disclosure to investors in accordance with
Parts 6D.2 or 7.9 of the Australian Corporations Act;
ii.
the offer or invitation is not made to a person who is a "retail client" within the meaning of section
761G of the Australian Corporations Act;
iii.
such action complies with all applicable laws, regulations or directives in Australia; and
iv.
such action does not require any document to be lodged with ASIC or any other regulatory authority
in Australia.
This offering memorandum was prepared for "wholesale clients" only within the meaning of section
761G of the Australian Corporations Act. This offering memorandum is not directed at persons who are "retail
clients" as defined in the Australian Corporations Act.
NOTICE TO INVESTORS IN OTHER JURISDICTIONS
The distribution of this offering memorandum 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
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