Rakuten Group, Inc. - Tender Offer (US/XS) - Early Results

Rakuten Announces Early Tender Results of its Cash Tender Offers and Election of Early Settlement - US75102WAD02 - USJ64264AC82 - XS2080765154

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08 FEBRUARY 2024

Full announcement including disclaimers and offer restrictions available via Rakuten Group Inc.

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"The respective principal amounts of all series of Notes that were validly tendered and not validly withdrawn at or prior to 5:00 p.m., Eastern Time, on February 7, 2024 (the “Early Tender Time”) are specified in the table below. Holders who validly tendered and did not validly withdraw Notes at or prior to the Early Tender Time and whose Notes are accepted for purchase pursuant to the Offers will receive the applicable “Total Consideration” (as defined in the table below), which includes an early tender premium of $30, per $1,000 principal amount of the Notes accepted for purchase pursuant to the Offers (the “Early Tender Premium”).

Below is a summary of certain terms of the Offers:

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 AD0ISIN: US75102WAD02Common Code: 254337714 Regulation S:CUSIP: J64264 AC8ISIN: USJ64264AC82Common Code: 254635782	CUSIP: n/a ISIN: XS2080765154 Common Code: 208076515
Principal Amount Outstanding	$950,000,000	$800,000,000
Principal Amount Tendered at the Early Tender Time	$599,407,000	$366,444,000
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

(1)  Per $1,000 principal amount.

(2)  Excludes accrued and unpaid interest, which will also be paid.

(3)  Includes the Early Tender Premium.

Subject to the terms and conditions of the Offers, Rakuten expects that it will accept for purchase any and all Notes validly tendered and not validly withdrawn at or prior to the Early Tender Time. In light of the national holiday in Japan on February 12, 2024, the settlement for the Notes accepted by Rakuten in connection with the Early Tender Time is expected to take place on February 13, 2024.　

The Withdrawal Deadline has passed and has not been extended. Notes tendered pursuant to the Offers may no longer be withdrawn, except as required by law.　

The Offers will expire at 5:00 p.m., Eastern Time, on February 23, 2024, unless extended or earlier terminated (as it may be extended or earlier terminated, the “Expiration Time”). Holders of any Notes that are validly tendered after the Early Tender Time but prior to or at the Expiration Time and that are accepted for purchase will receive the applicable Tender Offer Consideration, comprising the Total Consideration less the Early Tender Premium of $30, per $1,000 principal amount of such Notes tendered (the “Tender Offer Consideration”).　

Rakuten’s obligation to accept for purchase and to pay for the Notes validly tendered (and not validly withdrawn) pursuant to the Offers is subject to the satisfaction or waiver of certain conditions set out in the Offer to Purchase. Rakuten reserves the right, subject to applicable law and the terms of the Offers, to waive any and all conditions to the Offers or to otherwise amend, extend or terminate the Offers in any respect."

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Rakuten Announces Upsize of its Cash Tender Offers - US75102WAD02 - USJ64264AC82 - XS2080765154

30 JANUARY 2024

Full announcement including disclaimers and offer restrictions available via Rakuten Group Inc.

"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 AD0ISIN: US75102WAD02Common Code: 254337714 Regulation S:CUSIP: J64264 AC8ISIN: USJ64264AC82Common Code: 254635782	CUSIP: n/a ISIN: XS2080765154 Common 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

(1)  Per $1,000 principal amount.

(2)  Excludes accrued and unpaid interest, which will also be paid.

(3)  Includes the Early Tender Premium.

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Rakuten Announces Cash Tender Offers for U.S. Dollar Senior Notes Maturing 2024 - US75102WAD02 - USJ64264AC82 - XS2080765154

25 JANUARY 2024

Full announcement including disclaimers and offer restrictions available via Rakuten Group Inc.

Rakuten Group, Inc. (“Rakuten”) announced that it has commenced tender offers (the “Offers”) to purchase for cash for a combined aggregate purchase price (exclusive of accrued and unpaid interest) of up to $1 billion (the “Total Maximum Amount”) of 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 is engaging in the Offers, and related Financing Transaction (as defined below), to proactively manage and extend the maturity profile of its debt. The Offers are being made pursuant and are subject to the terms and conditions set forth in the Offer to Purchase, dated January 25, 2024 (the “Offer to Purchase”), available via the offer website: https://www.gbsc-usa.com/rakuten/ (the “Offer Website”), including a condition to the Offers of the completion by Rakuten of the private placements of senior notes announced concurrently with the Offers (the “Financing Transaction”) to fund the Total Consideration for Notes to be purchased pursuant to the Offers, on terms and subject to conditions reasonably satisfactory to Rakuten (the “Financing Condition”). Rakuten expects to fund the Offers with the net proceeds from the Financing Transaction and cash on hand. After the settlement of the Offers, we also intend to make further offers to purchase certain of our Japanese-yen denominated senior bonds scheduled to mature in or after 2024. To the extent that proceeds from the Financing Transaction remain after the settlement of the Offers, we intend to use such proceeds as part of the funds for such offers or otherwise to reduce our bonds outstanding.

Below is a summary of certain terms of the Offers:

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 AD0ISIN: US75102WAD02Common Code: 254337714 Regulation S:CUSIP: J64264 AC8ISIN: USJ64264AC82Common Code: 254635782	CUSIP: n/a ISIN: XS2080765154 Common Code: 208076515
Principal Amount Outstanding	$950,000,000	$800,000,000
Tender Cap (purchase price)(1)	—	$100,000,000
Acceptance Priority Level(2)	1	2
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 (3)(4)	$1,006.76	$956.75
Early Tender Premium (3)	$30.00	$30.00
Total Consideration (3)(4)(5)	$1,036.76	$986.75

(1) The 3.546% Notes’ Maximum Amount of $100 million represents the maximum aggregate purchase price in respect of 3.546% Notes that will be purchased in the 3.546% Notes Tender Offer. The 3.546% Tender Cap can be increased or decreased at our sole discretion, and in each case are exclusive of accrued and unpaid interest.

(2) Subject to the Total Maximum Amount, the 3.546% Tender Cap and proration, the principal amount of each series of Notes that is purchased in each of the Tender Offers will be determined in accordance with the applicable acceptance priority level (in numerical priority order) specified in this column.

(3) Per $1,000 principal amount.

(4) Excludes accrued and unpaid interest, which will also be paid.

(5) Includes the Early Tender Premium.

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