RAKUTN 10.250% 30Nov2024 Corp (USD)

Bond Factsheet

Matured/ Called

Rakuten Group, Inc

Indicative

Full Lot

Bid Price

100.000

Change in Bid Price

Bid Yield (%)

Change in Bid Yield

Ask Price

100.175

Change in Ask Price

Ask Yield (%)

Change in Ask Yield

Indicative price as of 29 Nov 2024, 12:00am

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Bond Information

Rakuten Group, Inc. provides internet services. The Company offers electronic commerce, internet finance, and other services. Rakuten Group serves customers worldwide.

Bond Issuer

Rakuten Group, Inc

Guarantor

Announcement Date

22 Nov 2022

Issue Date

30 Nov 2022

Maturity Date

30 Nov 2024

Years to Maturity / Next Call

- / -

Modified Duration

Issue / Reoffer Price

96.968

Issue / Reoffer Yield

12.000

Coupon Type

Fixed

Annual Coupon Rate

10.250

Coupon Frequency

Semi Annually

Seniority

Senior Unsecured

Reference Rate

ISIN

USJ64264AC82

CUSIP

ZN4180784

Bond Currency

USD

Total Issue Size

950,000,000

Outstanding Issue Size

350,393,000

Min. Investment Quantity (Nominal)

USD 200,000

Incremental Quantity (Nominal)

USD 1,000

Bond Type

High Yield Corporate

Bond Sector

Financials

Bond Sub Sector

Diversified Financial Services

Issuer Credit Rating (S&P/ Fitch)

***/ N.R

Bond Credit Rating (S&P/ Fitch)

***/ N.R

Shariah Compliant

Exchange Listed

SGX

Bond Feature(s)

Make Whole Call

At any time prior to maturity of the notes, we have the option to redeem the notes, in whole or in part, upon giving not less than 30 nor more than 60 days’ prior notice of redemption to the trustee, the paying agent and the holders, and the redemption price for the notes to be redeemed will be equal to the greater of:

(i) 100% of the principal amount of the Additional 2024 Notes being redeemed; or

(ii) the make-whole price, which equals the sum of the present values of the principal and the remaining scheduled payments of interest on the Additional 2024 Notes being redeemed (exclusive of interest accrued to the date of redemption) that would be due if such Additional 2024 Notes were redeemed on the maturity date, discounted to the date of redemption on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate plus 50 basis points;

plus accrued and unpaid interest on the Additional 2024 Notes being redeemed up to, but excluding, the date of redemption.

Change Control Put

Repurchase at the Option of Holders upon a Change of Control Triggering Event
If a Change of Control Triggering Event (as defined below) occurs, the holders of the 2024 Notes will have the right to require us to repurchase all or any part, equal to $200,000 or an integral multiple of $1,000 in excess thereof, of that holder’s 2024 Notes pursuant to an offer described below (the “Change of Control Offer”) and on the terms set forth in the Indenture. In the Change of Control Offer, we will offer a payment (the “Change of Control Payment”) in cash equal to 101% of the principal amount of 2024 Notes to be repurchased, plus accrued and unpaid interest and additional amounts, if any, on the 2024 Notes repurchased to the date of purchase, subject to the rights of holders of the notes on the relevant record date to receive interest due on the relevant interest payment date.

“Change of Control” means the occurrence of any of the following:

(a) the direct or indirect sale, lease, transfer, conveyance or other disposition, in one or a series of related transactions (other than by way of merger or consolidation), of all or substantially all of the properties or assets of ours and our Subsidiaries taken as a whole to any person (including any “person” (as that term is used in Section 13(d)(3) of the Exchange Act)) other than the Permitted Holders; (b) the adoption of a plan relating to our liquidation or dissolution (other than in connection with a solvent reorganization); or

(c) the consummation of any transaction (including, without limitation, any merger or consolidation), the result of which is that any person (including any “person” as described above) other than the Permitted Holders becomes the Beneficial Owner, directly or indirectly, of more than 50.0% of our Voting Stock (or our Successor Entity), measured by voting power rather than number of shares.

“Change of Control Triggering Event” means the occurrence of a Change of Control.

Equity Call

At any time prior to November 30, 2023, we may on any one or more occasions redeem up to 40% of the original aggregate principal amount of 2024 Notes issued under the Indenture upon giving not less than 30 nor more than 60 days’ prior notice of redemption to the trustee, the paying agent and the holders at a redemption price of 110.25% of the principal amount, plus accrued and unpaid interest on the 2024 Notes being redeemed up to, but excluding, the date of redemption, with the net cash proceeds of one or more Equity Offerings (as defined below); provided that the redemption occurs within 90 days of the date of the closing of such Equity Offering.

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