S&C Advises Rakuten Group in $550 Million Rule 144A/Reg S Notes Offering

Rakuten Group, Inc. (Rakuten), a Japanese e-commerce, Internet services, FinTech and Mobile telecommunications company, completed a $500 million offering of 8.125% Undated Subordinated NC5 Fixed-Rate Reset Notes. The offering was made in reliance on Rule 144A and Regulation S under the Securities Act of 1933.

This representation follows S&C's representation of Rakuten in global offerings of its common stock in 2015 and 2023, multiple offerings of senior notes in 2022, 2023 and 2024, and offers to purchase certain of its outstanding securities in February 2024, as well as representation of the initial purchasers in Rakuten's offerings of senior notes in 2019 and of subordinated notes in 2021. S&C also represented Rakuten and its subsidiary, Rakuten Bank, Ltd. (Rakuten Bank), in connection with Rakuten Bank's initial public offering on the Tokyo Stock Exchange in 2023.

Rakuten operates Rakuten Ichiba, one of Japan's largest e-commerce platforms, and other leading e-commerce platforms using a similar "business-to-business-to-consumer" marketplace model. Rakuten also operates a number of consumer FinTech businesses and a mobile telecommunications network in Japan.

The S&C team consisted of Keiji Hatano, Nirav Mehta, Xiaoyu Duan and Shihui Xiang. Jeff Hochberg, Saul Brander and Devin Risinger advised on tax matters.