January 30, 2024
Rakuten Group, Inc. (“Rakuten”) announced today that it is increasing both the Total Maximum Amount (as defined below) and the 3.546% Tender Cap (as defined below) in respect of its previously announced tender offers (the “Offers”) as specified below for the following series of notes issued by it:
•10.250% Senior Notes due 2024 (Rule 144A—CUSIP: 75102W AD0; ISIN:
US75102WAD02; Common Code: 254337714; Reg.S— CUSIP: J64264 AC8; ISIN:
USJ64264AC82; Common Code: 254635782) (the “10.250% Notes”); and
•3.546% Senior Notes due 2024 (Reg.S— CUSIP: n/a; ISIN:
XS2080765154; Common Code: 208076515) (the “3.546% Notes” and, together with the 10.250% Notes, the “Notes” and each series of the Notes, a “series of Notes”).
Rakuten has exercised its discretion to increase the combined aggregate purchase price (exclusive of accrued and unpaid interest) (the “Total Maximum Amount”) and the tender cap for the 3.546% Notes (the “3.546% Tender Cap”), which were previously $1 billion and $100 million, respectively. Rakuten is now extending the Offers to any and all outstanding Notes of either series. Except as provided above, the terms and conditions of the Offers remain unchanged.
Below is a summary of certain terms of the Offers, as amended hereby:
Title of Notes 10.250% Senior Notes due 2024 3.546% Senior Notes due 2024
Issuer§Rakuten Group, Inc. Rakuten Group, Inc.
CUSIP / ISIN / Common Code Rule 144A:
CUSIP: 75102W AD0
ISIN:
US75102WAD02Common Code: 254337714
Regulation S:
CUSIP: J64264 AC8
ISIN:
USJ64264AC82Common Code: 254635782
CUSIP: n/a
ISIN:
XS2080765154Common Code: 208076515
Principal Amount Outstanding $950,000,000 $800,000,000
Authorized Denominations (principal amount) $200,000 and integral multiples of $1,000 in excess thereof $200,000 and integral multiples of $1,000 in excess thereof
Tender Offer Consideration (1)(2) $1,006.76 $956.75
Early Tender Premium (1) $30.00 $30.00
Total Consideration (1)(2)(3) $1,036.76 $986.75
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