- S&P 500 7,659.44 −1.09%
- Dow Jones 52,002.41 −0.34%
- Nasdaq 26,713.03 +0.08%
- VIX 19.99 +21.45%
- 10-year Treasury 5.09% −0.01
- Dollar index 121.40 −0.14%
- WTI crude $101.91 +1.04%
SB Investment Advisers (US) Inc.: investment adviser
SB Investment Advisers (US) Inc. is an investment adviser registered with the SEC (file 801-108927, CRD 286323). What it reports on Form ADV: assets and clients, fees, owners, disciplinary history and its client brochure. From the SEC's Investment Adviser Public Disclosure site; read Oct 21, 2026.
- Assets managed
- $53.5B
- Discretionary
- 100%
- Accounts
- 1
- Employees
- 194
- In advisory roles
- 67
- Disclosures
- 0
Company page · SEC adviser record · Full Form ADV (PDF)
The firm reports that it or a related person has custody of client cash and securities.
Form ADV Part 1A, Item 5, as filed on the SEC Investment Adviser Public Disclosure site; read Oct 21, 2026.
Clients and fees
Whom the firm advises and how it is paid, from Items 5.D, 5.E and 5.G.
| Client type | Clients | Assets | Share |
|---|---|---|---|
| Private funds and other pooled vehicles | 1 | $53.5B | 100.0% |
How it is paid
- A percentage of assets under your management
- Performance-based fees
Services
- Portfolio management for pooled investment vehicles (other than investment companies)
Who owns it
Schedule A lists direct owners of 5% or more (and officers who own a stake); Schedule B lists the owners of those owners.
Direct owners (Schedule A)
| Owner | Type | Role | Stake | Since | Control | Public company |
|---|---|---|---|---|---|---|
| Softbank Group Corp. | Company (outside the U.S.) | Shareholder | E 75% or more | Dec 2016 | Yes |
Form ADV reports ownership in bands, not exact stakes: A means 5% to 10%, B 10% to 25%, C 25% to 50%, D 50% to 75%, E 75% or more. F marks a general partner, trustee or managing member, a role that controls the firm without a percentage. Owners of less than 5% are not listed.
Form ADV Schedules A and B, via the SEC Investment Adviser Public Disclosure site.
Disciplinary history
The firm answered No to every disciplinary question on Form ADV (Item 11).
The brochure
Form ADV Part 2A: the plain-language document an adviser must give its clients. Each item is shown as filed; open an item to read all of it.
SB Investment Advisers (US) Inc., filed Jun 24, 2026. Brochure PDF. Items: 4 · 5 · 6 · 7 · 8 · 9 · 10 · 11 · 12 · 13 · 14 · 15 · 16 · 17 · 18
Item 4. Advisory business
SB Investment Advisers (US) Inc., a Delaware corporation and a registered investment adviser, and its affiliated investment advisers provide investment advisory services to investment funds privately offered to qualified investors in the United States and elsewhere. SB Investment Advisers (US) Inc. was formed in December 2016. SB Investment Advisers (UK) Limited, a limited liability company incorporated under the laws of England and Wales, (“SBIA UK”, and its subsidiaries in the investment advisory business together with SB Investment Advisers (US) Inc., “SoftBank Investment Advisers”), are affiliated investment advisers of SB Investment Advisers (US) Inc. SBIA UK is authorized and regulated by the UK Financial Conduct Authority.
Read the rest of Item 4 (806 more words)
SoftBank Investment Advisers’ current private investment fund client is SoftBank Vision Fund L.P., a Jersey limited partnership (the “Vision Fund”, and collectively with any successive investment funds to which SoftBank Investment Advisers provides advisory services and the interests of which are offered to third-party investors outside of the SoftBank Group, the “Funds”). SVF GP (Jersey) Limited, a Jersey limited company serves as general partner to Vision Fund (collectively with the general partners of any successive Funds, the “General Partners”). The advisory services of SoftBank Investment Advisers are described in this Brochure. In addition to the Funds, SoftBank Investment Advisers provides certain services to its affiliates in connection with proprietary private investment funds that such affiliates manage and whose sole investors consist of SoftBank Group Corp. and its affiliates and the interests of which are not offered to investors outside of the SoftBank Group (collectively, the “Proprietary Funds”). The Proprietary Funds include SoftBank Vision Fund II-2 L.P. (“Vision Fund II”), with respect to which SoftBank Investment Advisers provides advice to its affiliate SB Global Advisers Limited (“SBGA”) in relation to the investment, holding and realization of the assets of Vision Fund II. SBGA is the appointed manager of, and holds ultimate investment discretion with respect to, Vision Fund II. Services provided by SoftBank Investment Advisers to SBGA relating to Vision Fund II are reflected in an intercompany agreement entered into between each of the SoftBank Investment Advisers and SBGA. The Funds are private funds that invest through privately negotiated transactions in operating entities, generally referred to herein as “portfolio companies,” and, in some cases, through direct or indirect investments in public securities. SoftBank Investment Advisers’ investment advisory services to the Funds consist of identifying and evaluating investment opportunities, negotiating the terms of investments, managing and monitoring investments and achieving dispositions for such investments. The senior principals or other personnel of SoftBank Investment Advisers or its affiliates generally serve on portfolio companies’ respective boards of directors and, in certain cases, otherwise act to influence control over management of portfolio companies in which the Funds have invested. SoftBank Investment Advisers’ advisory services for the Funds are detailed in the applicable private placement memoranda or other offering documents, including any subscription agreements (each, a “Memorandum”), limited partnership or other operating agreements or governing documents (each, a “Partnership Agreement”) and are further described below under
“Methods of Analysis, Investment Strategies and Risk of Loss.” Investors in the Funds (generally referred to herein as “investors” or “limited partners”) participate in the overall investment program for the applicable Fund, but, in certain circumstances are excused from a particular investment due to legal, regulatory or other agreed-upon circumstances pursuant to the relevant Partnership Agreement; such arrangements generally do not and will not create an adviser-client relationship between SoftBank Investment Advisers and any investor. Certain Funds or their general partners have entered into side letters or other similar agreements (“Side Letters”, together with any Partnership Agreement and relationship agreement, “Governing Documents”) with certain investors that have the effect of establishing rights (including economic or other terms) under, or altering or supplementing the terms of, the relevant Partnership Agreement with respect to such investors. SoftBank Investment Advisers makes arrangements for limited services (including personnel) from subsidiaries of SoftBank Group Corp. (all such subsidiaries, the “SoftBank Group”) to fulfill its obligations to the Funds. References in this Brochure to SoftBank Investment Advisers mean the relevant entity or entities arranging such services and/or its or their affiliates and their respective personnel on behalf of the Funds. Additionally, as permitted by the relevant Partnership Agreement, SoftBank Investment Advisers is permitted to provide (or agree to provide) investment or co- investment opportunities (including the opportunity to participate in co-invest vehicles) to certain current or prospective investors or other persons, including other sponsors, market participants, finders, consultants and other service providers, portfolio company management or personnel, SoftBank Investment Advisers personnel and/or certain other persons associated with SoftBank Investment Advisers and/or its affiliates. Such co- investments typically involve investment and disposal of interests in the applicable portfolio company at the same time and on the same terms as the Fund making the investment. However, for strategic and other reasons, a co-investor or co-invest vehicle (including a co-investing Fund) purchases a portion of an investment from one or more Funds after such Funds have consummated their investment in the portfolio company (also known as a post-closing sell-down or transfer) which generally will have been funded through Fund investor capital contributions and/or use of a Fund credit facility. SB Investment Advisers (US) Inc. is a wholly-owned subsidiary of, and is controlled by, SoftBank Group Corp. As of March 31, 2026, SoftBank Investment Advisers managed approximately $53,472,500,786 of regulatory assets under management on a discretionary basis. As of the date of this Brochure, SoftBank Investment Advisers does not manage any assets on a non-discretionary basis.
Item 5. Fees and compensation
In general, SoftBank Investment Advisers receives a management fee and a performance fee from the Funds pursuant to each Fund’s Partnership Agreement in connection with advisory services provided. The precise amount, the manner and calculation and the manner and timing of payment of any such management fee or performance fee for each such Fund are established by SoftBank Investment Advisers, as modified by negotiations with investors in the applicable Fund, and are set forth in such Fund’s Memorandum and/or Partnership Agreement received by each investor prior to investment in such Fund. In addition to the fees it receives from the Funds, SoftBank Investment Advisers receives
Read the rest of Item 5 (2,106 more words)
compensation for the advisory services it provides to its affiliate SB Global Advisers Limited (“SBGA”) in relation to Vision Fund II, as described under “Advisory Business.” This compensation does not reduce or offset the management or performance fees borne by the Funds, and differs from the compensation SoftBank Investment Advisers receives in respect of the Funds. See “Performance-Based Fees and Side-by-Side Management” for the conflicts of interest arising from these differing compensation arrangements. To the extent SoftBank Investment Advisers receives additional compensation in connection with management and other services performed for portfolio companies of the Funds, such additional compensation is expected to offset in whole or in part the management fees otherwise payable to SoftBank Investment Advisers. Investors in a Fund also bear certain expenses, as set forth in the applicable Memorandum and the Governing Documents of such Fund. SoftBank Investment Advisers retains flexibility to structure its compensation from investors and expects in certain circumstances to agree to invoice directly for management fees or other compensation rather than deducting such amounts from the investor’s capital account(s). SoftBank Investment Advisers reserves the right to receive compensation of the type referred to in the preceding paragraph on behalf of or with respect to co-investors in an investment, as well as other fees relating to the structuring and administration of co-investment arrangements. The receipt of such fees and compensation will not reduce any management fee payable by any Fund(s) that have also invested in such investment, and as a result a Fund will, in most cases, only benefit with respect to its allocable portion on a fully diluted basis of any such fees and compensation and not the portion of any fees and compensation that relate to (i) such co-investors or potential co-investors (which could include co-investment vehicles managed by SoftBank Investment Advisers, service providers, third parties, current or former portfolio company management or personnel, sellers that have rolled their interest or reinvested proceeds in the portfolio company and/or others); or (ii) the value of profits, participation or equity interests in or relating to the relevant portfolio company, including interests owned by current or former portfolio company management, which have the potential to be significant. Additionally, as further described below under “SoftBank Group Consultants” and in the applicable Memorandum and/or Partnership Agreement of each Fund, it is SoftBank Investment Advisers’ practice to engage consultants on a limited basis who are current SoftBank Group personnel or who are affiliates of SoftBank Group (“SoftBank Group Consultants”) to provide consulting services to a Fund or its portfolio companies, including, without limitation, strategic and operational services. To the extent that any such SoftBank Group Consultants are compensated for such services by the relevant Funds or portfolio companies and not SoftBank Investment Advisers, any such compensation will generally offset any applicable management fee, subject to applicable exceptions, as described in the applicable Governing Documents. SoftBank Group Consultants are permitted to also receive compensation in the form of profits or equity interests in a portfolio company or other incentivebased compensation with respect to a portfolio company, in which case such equity interests or incentive-based compensation have the potential to dilute the equity interests in a Fund in such portfolio company, and any such compensation paid will not offset or reduce the management fee. Please see “Conflicts of Interest” — “SoftBank Group Consultants” below for additional information. Subject to the applicable Partnership Agreement, the Funds’ portfolio companies reserve the right to form joint ventures with certain entities or individuals affiliated with SoftBank Group
(such affiliates, “JV Partners”), where JV Partners will consult such Funds’ portfolio companies and potential portfolio companies on developing ventures. The structure and economics of such joint ventures will be determined on a case-by-case basis. Such JV Partners’ compensation generally would not result in additional offsets to any management fee. Each of the foregoing conditions is expected to reduce the amount offset against management fees, resulting in a potential material benefit to SoftBank Investment Advisers over the life of the relevant Fund, and the existence of such potential benefit creates an incentive for SoftBank Investment Advisers to seek to increase such amounts. Other Information The Funds generally invest on a long-term basis. Accordingly, investment advisory fees and other fees are expected to be paid, except as otherwise described in the relevant Governing Documents and/or Memorandum, over the term of the relevant Fund, and investors generally are not permitted to withdraw or redeem interests in the Funds. Principals or other current or former personnel of SoftBank Investment Advisers are expected to receive a portion of any management fee, performance fee or other compensation received by SoftBank Investment Advisers or its affiliates or interests in a compensation plan that is based on performance of the Funds. In addition to any management fee and performance fee payable to SoftBank Investment Advisers, each Fund bears certain expenses. As set forth more fully in the applicable Memorandum and/or Partnership Agreement of each Fund, a Fund bears all fees, costs, expenses, liabilities and obligations relating to the Fund’s (and its subsidiaries’ and intermediate entities’) activities, investments and business to the extent not reimbursed by a portfolio company or applied to reduce management fees. The Funds also bear expenses indirectly to the extent a portfolio company (or intermediate entity) pays expenses, including expenses of SoftBank Investment Advisers and/or its affiliates; the relative percentage of these expenses that are borne by various stakeholders (including the relevant Fund, any co-investors, portfolio company management and other persons) is expected to depend upon the level at which such expenses are charged or incurred. Generally included in the expenses permitted to be borne by a Fund are the fees, costs, expenses, liabilities and obligations of legal counsel, consultants and/or other service providers to procure, develop, establish, review, revise, customize, upgrade and/or negotiate relationships relating to the foregoing items, which generally are expected to be significant. Service provider expenses are required to be reimbursed whether or not there is overlap in expertise, function or services performed by SoftBank Investment Advisers personnel. Excluded from Fund expenses are ordinary administrative and overhead expenses of SoftBank Investment Advisers and/or its affiliates incurred in connection with managing, originating and monitoring investments as set forth in the applicable Partnership Agreement. In certain cases, these or similar expenses (and/or transaction fees, monitoring fees or other compensation) generally are permitted to be charged to portfolio companies, capitalized into the cost basis of a transaction or, to the extent necessary or desirable for operational, administrative, tax or other reasons, charged at the level of an intermediate holding company between the relevant Fund and the portfolio company. As is typical for private equity funds, the Funds likely bear additional and greater expenses, directly or indirectly, than many other pooled investment products, such as U.S. mutual funds, and there can
be no assurance that the benefits to investors will be commensurate with such expenses. To the extent brokerage fees are incurred, they will be incurred in accordance with the general practices set forth in “Brokerage Practices.” The relevant General Partner also generally is permitted to establish alternative investment vehicles in order to permit one or more investors to participate in one or more particular investment opportunities in a manner desirable for tax, regulatory or other reasons. Alternative investment vehicle sponsors generally have limited discretion to invest the assets of these vehicles independent of limitations or other procedures set forth in the organizational documents of such vehicles and the related Fund. Each Fund generally bears the costs of implementing, reporting (as applicable), monitoring and complying with investment guidelines and directives relating to the Fund’s strategy, including in any applicable Side Letters relating thereto, and (where applicable) environmental, social, governance (“ESG”) and other standards to which the General Partner has committed in making investments on behalf of the Fund. Additionally, subject to the Governing Documents, each Fund typically will bear certain unreimbursed expenses of portfolio companies and intermediate holding vehicles through which the Fund invests. Each Fund also generally bears the costs of organizing and offering any intermediate entities, as well as the amount and dilutive effect of any founders’ equity or similar interests issued thereby that are not held directly or indirectly by the Fund, and except where prohibited by the Governing Documents, such interests are permitted to be issued to SoftBank Investment Advisers, its affiliates and their personnel. The General Partner reserves the right to agree with operating partners, joint ventures or similar partners, service providers, portfolio company management or other persons that all or a portion of certain expense reimbursements, payments or other amounts owed to such persons relating to one or more investments and attributable to such parties in accordance with the Governing Documents, will be paid in the form of a profits, participation, or equity interest granted in the relevant investments or related intermediate entities. While such an arrangement is more favorable to the relevant Fund in that it does not involve an initial cash outlay for the payment of expenses, and could be further favorable to the relevant Fund if the investment does not increase in value, in the event of appreciation in the relevant investment any such profits, participation or equity interest generally would have a dilutive impact on the Fund’s investment, as well as the potential to result in economic gains to the recipient greater than the original amount of compensation, which in either case could be substantial. In certain circumstances, a Fund is expected to pay an expense or obligation common to multiple Funds, Proprietary Funds, and/or co-investors (including without limitation legal expenses for a transaction in which all such Funds, Proprietary Funds, and/or co-investors participate, or other fees or expenses in connection with services, the benefits of which are received by other Funds, Proprietary Funds, and/or co-investors over time), and be reimbursed by the other Funds and Proprietary Funds by their share of such expenses or obligations, without interest. To the extent the paying Fund and/or Proprietary Fund makes use of a credit facility to pay such expense, it generally will not be reimbursed separately by other Funds for the costs of establishing, negotiating or maintaining the facility as a whole. Although SoftBank Investment Advisers and its affiliates will endeavor to allocate such expenses in a manner they believe to be fair and equitable, there can be no assurance that such expenses will in all cases be allocated appropriately. While highly unlikely, it is possible that one of the other Funds could default on its obligation to
reimburse the paying Fund. In certain circumstances, SoftBank Investment Advisers, the relevant General Partner or an affiliate thereof is expected to advance amounts related to the foregoing and receive reimbursement from the Funds to which such expenses relate. SoftBank Investment Advisers and/or its affiliates generally have discretion over whether to charge transaction fees, monitoring fees or other compensation to a portfolio company and, if so, the rate, timing and/or amount of such compensation, as well as to charge such amounts at varying levels in a portfolio company’s holding or operating structure. The receipt of such compensation generally will give rise to potential conflicts of interest between the Funds, on the one hand, and SoftBank Investment Advisers and/or its affiliates, on the other hand. Operating Partners As further described below under “Conflicts of Interest” — “Operating Partners” and in the applicable Governing Documents of each Fund, the General Partners and SoftBank Investment Advisers have engaged and expect in the future to retain, on behalf of the Funds and/or their portfolio companies, as applicable, any entity (including entities formed for the benefit of Operating Partners (as defined below) and/or to facilitate the provision of their services) or person (such persons, “Operating Partners”) to provide consulting services (excluding, for the avoidance of doubt, portfolio management) to one or more Funds or portfolio companies in relation to the identification, acquisition, holding, improvement and disposition of such portfolio companies, including strategic and operational advice (such services, “Operating Partner Services”). In certain circumstances, these services are also expected to include serving in management or policymaking positions for portfolio companies. Pursuant to the relevant Governing Documents, fees and expenses associated with Operating Partner Services are permitted to be paid and/or reimbursed by applicable portfolio companies and/or the applicable Fund, and such fees and expenses will not be offset against the management fee. The use of Operating Partners subjects SoftBank Investment Advisers to conflicts of interest, as discussed under “Conflicts of Interest” — “Operating Partners”, below. For the avoidance of doubt, SoftBank Investment Advisers also will not offset compensation received from the outside sources, such as residual employee board seats at entities that are no longer Fund portfolio companies.
Item 6. Performance-based fees and side-by-side management
As described under “Fees and Compensation,” SoftBank Investment Advisers receives a performance fee on certain realized profits in the Funds. The precise amount of, and the manner and calculation of, performance fees and incentive allocations are detailed in each applicable Fund’s Partnership Agreement and/or Memorandum. Performance-based fees may differ from one Fund to another, as well as among investors in the same Fund. This situation could present a conflict of interest because SoftBank Investment Advisers has an incentive to favor accounts for which it receives the highest performance-based compensation. Personnel and affiliates of SoftBank Investment Advisers that invest in the Funds generally will not pay a performance fee in respect of their investments.
Read the rest of Item 6 (219 more words)
SoftBank Investment Advisers also provides advisory services in respect of the Proprietary Funds, and the compensation it receives for those services differs from the compensation it receives from the Funds. Managing and advising multiple funds under different compensation
arrangements creates a conflict of interest, because SoftBank Investment Advisers and its personnel have an incentive to favor the funds or arrangements from which they expect to receive greater or more performance-sensitive compensation; for example, in the allocation of investment and disposition opportunities and in the allocation of personnel time and resources. SoftBank Investment Advisers seeks to address these conflicts by allocating opportunities among the funds it advises on a basis it believes is fair and equitable over time and in accordance with the applicable governing documents. The existence of performance-based compensation has the potential to create an incentive for SoftBank Investment Advisers to operate the relevant Fund in a riskier, more speculative or other manner that is less favorable to investors than it would otherwise make in the absence of such arrangement, although SoftBank Investment Advisers generally considers performancebased compensation to better align its interests with those of its investors, particularly in instances where the Governing Documents include terms requiring clawback or giveback of performancebased compensation amounts at the end of the relevant Fund’s life or at certain interim intervals.
Item 7. Types of clients
SoftBank Investment Advisers serves as an investment adviser to its Fund clients, and references throughout this Brochure to “clients” and to SoftBank Investment Advisers’ related duties to and practices on behalf of its clients and/or investors should be construed accordingly. The Funds could include investment partnerships or other investment entities formed under U.S. or non-U.S. laws and operated as exempt investment pools under the Investment Company Act of 1940, as amended. Investors participating in the Funds generally include sovereign wealth funds, corporations or other business entities, banks or thrift institutions, and other sophisticated investment entities.
Read the rest of Item 7 (91 more words)
Principals or other personnel of SoftBank Investment Advisers and its affiliates may, directly or indirectly, have an interest in an investor in the Funds. The Funds do not have a minimum investment amount as provided in the relevant Memorandum for third-party investors, and Fund interests are offered and sold solely to qualified purchasers and accredited investors that are also qualified clients (or qualified knowledgeable employees or personnel of SoftBank Investment Advisers). SoftBank Investment Advisers generally is permitted to waive such minimum investment amount pursuant to the applicable Partnership Agreement and/or Memorandum.
Item 8. Methods of analysis, investment strategies and risk of loss
Investment Strategies SoftBank Investment Advisers is a private investment firm focused on equity, debt and other investments, including leveraged buyouts, in market-leading companies believed to benefit from SoftBank Group’s in-house operating professionals and experience, as well as direct and indirect investments in public securities. SoftBank Investment Advisers’ investment advisory services consist of identifying and evaluating investment opportunities, negotiating investments, managing and monitoring investments and achieving dispositions for investments. SoftBank Investment Advisers generally focuses on investments in the technology sector, subject to certain limitations, including but not limited to diversification and concentration limits,
Read the rest of Item 8 (47,246 more words)
and other parameters set forth in the applicable Memorandum and/or Partnership Agreement. There can be no assurance that SoftBank Investment Advisers will achieve the investment objectives of any Fund and a loss of investment is possible. Methods of Analysis SoftBank Investment Advisers generally employs a fundamental, bottom-up method of analysis in formulating investment advice. Investment opportunities are typically sourced from individual/firm networks and relationships of SoftBank Investment Advisers and SoftBank Group. Prospective investments are evaluated through due diligence process that may include commercial, financial, accounting, tax, legal, and regulatory, conflicts of interest, technology and management assessments, analysis of the relevant industry or sector and addressable market, and valuation analysis using methodologies such as comparable company and precedent transaction analysis, discounted cash flow analysis, and other techniques the firm considers appropriate. In conducting its analysis, SoftBank Investment Advisers relies on information from sources including portfolio company and target management, public filings or other public disclosures, industry and market data, and third-party advisers, consultants and operating professionals. Investment recommendations are reviewed and approved through the applicable investment committee process. Following an investment, SoftBank Investment Advisers monitors each portfolio investment and manages its eventual disposition. Where a portfolio company has completed an initial public offering or a Fund otherwise holds publicly traded securities, dispositions are managed by SoftBank Investment Advisers’ capital strategies personnel, who determine the timing and method of selling such positions based on factors such as applicable lock-up periods, market conditions and liquidity, position size and concentration, and each Fund’s objectives and best interests. These public-market divestment transactions may occur frequently. Frequent trading of publicly traded securities can increase the brokerage commissions and other transaction costs borne by the fund and may have tax consequences for a fund and its investors, each of which can reduce a Fund’s net returns. See “Brokerage Practices” for additional information regarding broker selection, trade aggregation and allocation, and related practices. SoftBank Investment Advisers may engage third-party intermediaries to identify potential opportunities or buyers for Fund portfolio positions. Information and opportunities obtained from these parties are evaluated using the firm’s established due diligence process. Risks of Investment An investment in a Fund involves a substantial degree of risk and should be considered only by investors whose financial resources are sufficient to enable them to assume such risk (and the possible loss of some or all of their investment) and who have no immediate need for liquidity in their investment. Investors should carefully evaluate the following risk factors associated with an investment in a Fund. There can be no assurance that a Fund will achieve its objectives and investors may lose some or all of any amount invested in a Fund. Investors should be aware that past performance of SoftBank Investment Advisers team or its investment track record is not necessarily indicative of future performance of a Fund. The following is a summary of certain risks of investments in the Funds. Investors should also consult the applicable Memorandum for a more complete description.
Risks relating to the Funds Reliance on SoftBank Investment Advisers and investment committees In general, SoftBank Investment Advisers will have responsibility for the making of all investment and management decisions. Investors generally will have no opportunity to participate in such decisions and accordingly will be dependent on the skill and experience of SoftBank Investment Advisers and any relevant investment committee. The ability of SoftBank Investment Advisers to successfully administer and manage a Fund will depend in large measure on an investment committee and its ability to identify and recommend acquisitions, dispositions, financings and the structuring of investments, and on the ability of SoftBank Investment Advisers to consider and act upon the recommendations made by the relevant investment committee. SoftBank Investment Advisers will rely on the experience, relationships and expertise of the applicable investment committee and such investment committee will rely on its key personnel, as set forth in the relevant Governing Documents. In light of the increasing competition among the alternative asset firms, Financial Institutions (as defined below), private equity and venture capital firms, investment managers and other participants for hiring and retaining qualified investment professionals and other factors, there can be no assurance that such key personnel will remain in the employ of SoftBank Investment Advisers, the relevant investment committee or the SoftBank Group and its affiliates, respectively, or otherwise continue to be able to carry on their current duties throughout the term of a Fund or that, if necessary, suitable replacements will be found. The loss of the services of any such individuals could have a material adverse effect on any Fund’s operations and ability to realize its investment objectives. Furthermore, those persons that work on matters related to a Fund also work on other projects for SoftBank Group, manage other investments, or manage other investment funds and managed accounts (including other current or future investment funds and pooled investment vehicles and managed accounts managed by SoftBank Group, SB Investment Advisers and/or their respective affiliates, including the Proprietary Funds), and such persons likely will need to devote substantial amounts of their time to such other projects and the investment activities of such other funds, which could pose conflicts of interest in the allocation of the time of such persons. Please see “Conflicts of Interest” — “SoftBank Group’s proprietary activities; co-investment opportunities” below for additional information. Dependence on SoftBank Group SoftBank Investment Advisers expects to utilize its own resources, services and expertise, as well as certain experts within SoftBank Group as set forth in the Governing Documents, throughout the investment process to source new investments, perform pre-transaction due diligence, analyze investment opportunities, structure and implement growth plans, provide restructuring and exit support, where appropriate, and to perform such other functions and produce such other assistance. There can be no assurance that such resources, relationships and expertise will be available from any entity within SoftBank Group for every transaction or any of the Funds’ investments, including due to legal and regulatory considerations. If SoftBank Investment Advisers’ access to such resources and services were to cease or be impeded, SoftBank Investment Advisers’ ability to conduct its business and discharge its obligations may be severely impaired.
Broken Deal Expenses If a proposed investment is not ultimately completed, a Fund expects to pay and bear fees and expenses, or other liabilities or obligations, incurred for transactions not consummated (“Broken Deal Expenses”). Subject to the applicable Governing Documents, with respect to any proposed investment which was intended to be made alongside other co-investors, all Broken Deal Expenses relating to such proposed transaction will be borne by the Fund(s), including such portion of the relevant Broken Deal Expenses as would otherwise have been attributable to such coinvestors (unless paid for by the target company or third parties). Such Broken Deal Expenses will not necessarily be recoverable from the target company or third parties, and the amount of these Broken Deal Expenses will reduce the actual returns realized by investors on their investment in a Fund (and, in certain circumstances, could reduce the amount of capital available to be deployed by the Fund for investments). Significant adverse consequences of default The relevant Partnership Agreements provide for significant adverse consequences in the event an investor fails to comply with a drawdown notice. A defaulting investor may be subject to various default remedies including default interest, costs, the loss of its right to receive distributions from a Fund, a loss of voting rights, or even forfeiture of its interests. If an investor fails to comply with a drawdown notice, and the contributions made by nondefaulting investors are inadequate to cover the defaulted amount, a Fund may be unable to pay its obligations when due. As a result, a Fund may be subjected to significant penalties that could materially adversely affect the returns to the investors (including non-defaulting investors). In addition, the interests in a Fund are likely to be concentrated among a few significant investors, including SoftBank Group itself and members of SoftBank Group, which may provide financing to SoftBank Investment Advisers’ personnel and related persons (including SoftBank Group personnel) to facilitate investment in Fund interests. Accordingly, the adverse impact of an investor’s failure to comply with a drawdown notice as described above may be greater than it would if the interests were held across a more diverse group of investors or if such interests were not financed by the same party and therefore subject to the credit risk of a single party. Restrictions on transfer and disposal of interests An investor’s interests will not be transferable without the consent of SoftBank Investment Advisers. This tends to prevent an investor from transferring its interest in a Fund even where a willing purchaser exists. Consent could also be withheld in SoftBank Investment Advisers’ discretion in accordance with the relevant Partnership Agreements and will be affected by restrictions on resales imposed under applicable securities laws. Further, the volume of transfers permitted in any calendar year could be restricted in order to comply with certain safe harbors under tax regulations promulgated under the Internal Revenue Code. There is currently no public market for interests, and no public market for interests is likely to develop. In general, withdrawals by investors from a Fund are not permitted, and the interests are not generally redeemable.
Suspension of the Investment Period and early termination of a Fund or its investment period A Fund can be terminated early or the investment period can be terminated early in accordance with the terms of the relevant Partnership Agreement. In either such event, such Fund will cease to make investments earlier than anticipated and such Fund may not be able to accomplish its objectives and may be required to dispose of its investments at a disadvantageous time or make an in-kind distribution (resulting in investors not having their capital invested and/or deployed in the manner originally contemplated). Direct investments As described more fully in the applicable Fund’s Memorandum, certain investors will have the right to receive the opportunity to invest directly or indirectly in one or more investments not pursued by such Fund. Certain factors relating to such investments (including timing or amount of related contributions, distributions and other factors) may impact the terms of an investment in such Fund, as provided in its Partnership Agreement, and may add to the operational complexity of such Fund. Such investments may also give rise to additional conflicts of interest, as described more fully in such Fund’s Memorandum. Leverage A Fund is permitted to use or be exposed to leverage in connection with its investments in a number of ways, including, but not limited to, the following: (i) a Fund may itself borrow in order to replace drawn down preferred equity commitments, or pay expenses or a preferred equity coupon; (ii) a Fund may also incur leverage in the acquisition structures for investments, whether on a temporary or long-term basis; (iii) the portfolio companies of a Fund may themselves be subject to leverage; and (iv) a Fund may directly or indirectly incur leverage on a portfolio basis at the level of special purpose vehicles holding more than one investment in publicly traded securities, debt and other types of investments. A Fund may also borrow money or guarantee indebtedness (such as a guarantee of an investment’s debt) or otherwise be liable therefor, and in such situations, it is not expected that such Fund would be compensated for providing such guarantee or exposure to such liability. To the extent a Fund incurs leverage (or provides such guarantees), such amounts may be secured by commitments made by such Fund’s investors and such investors’ contributions may be required to be made directly to one or more lenders instead of the Fund. In addition, any use of recourse debt with respect to an investment will subject the other assets of the Fund to risk of loss. All of these uses or exposures to leverage will increase the exposure of such investments to adverse economic factors such as significantly rising interest rates, severe economic downturns or deterioration in the condition of the investment or its corresponding market. Leverage generally magnifies both a Fund’s opportunities for gain and its risk of loss from a particular investment. The cost and availability of leverage is highly dependent on the state of the broader credit markets (and such credit markets may be impacted by regulatory restrictions and guidelines), which state is difficult to accurately forecast, and at times it may be difficult to obtain or maintain the desired degree of leverage. The use of leverage by a Fund will also result in interest expense and other costs to a Fund, which will reduce net returns for investors and may not be covered by distributions made to a Fund or appreciation of its investments. The use of leverage may also impose restrictive financial and operating covenants on a portfolio company, in addition to the burden of debt service, and potentially will impair its ability to operate its business as desired
and/or finance future operations and capital needs. In addition, this leverage will increase the exposure of a Fund to any deterioration in a portfolio company’s condition or industry, competitive pressures, an adverse economic environment or rising interest rates and could accelerate and magnify declines in the value of a Fund’s investments in a down market. These risks generally are expected to increase as interest rates rise, including in circumstances where a portfolio company’s creditworthiness is such that it must borrow at higher interest rates than are available to the relevant Fund. In the event an investment is unable to generate sufficient cash flow to meet principal and interest payments on its indebtedness, the value of such Fund’s equity investment in such investment could be significantly reduced or even eliminated and, if such leverage has recourse to multiple investments, it may also reduce or eliminate the value of these other investments. In the event a Fund is unable to generate sufficient returns to meet its obligations under borrowings, such Fund may have to realize investments prematurely, adversely impacting returns to investors. Furthermore, should the credit markets be limited or costly at the time a Fund determines that it is desirable to sell all or a part of a portfolio company, such Fund may not achieve an exit multiple or enterprise valuation consistent with its forecasts. Moreover, the companies in which a Fund will invest may not be rated by a credit rating agency. Except where otherwise required by the relevant Governing Documents, a Fund will not be obligated to borrow on behalf of a portfolio company, even in circumstances where the Fund’s creditworthiness would permit borrowing at a lower rate than is available to the portfolio company. A Fund is also permitted to borrow money or guaranty indebtedness (such as a guaranty of a portfolio company’s debt, a letter of credit or other forms of promise to provide funding) or otherwise be liable therefor, and in such situations, it is not expected that such Fund would be compensated for providing such guarantee or exposure to such liability. The use of leverage by a Fund generally also will result in fees, interest expense and other costs to such Fund that may not be covered by distributions made to such Fund or appreciation of its investments. While Fundlevel borrowings generally will be subject to limitations set forth in the Partnership Agreements and Memorandum and are interim in nature, asset-level leverage generally will not be subject to any limitations, including with respect to the amount of time such leverage may remain outstanding. A Fund generally is permitted to incur leverage on a joint, several, joint and several or cross-collateralized basis with one or more other Funds and entities managed by SoftBank Investment Advisers or any of its affiliates, including through Fund subsidiaries and other intermediate entities, and may have a right of contribution, subrogation or reimbursement from or against such entities. It is also possible that certain co-investors (including management, any rollover investors and/or third-party co-investors) will not share in incurring such leverage and that the Fund will disproportionately bear the risk and/or costs of leverage arrangements. In addition, to the extent a Fund incurs leverage (or provides such guaranties), such amounts are permitted to be secured by commitments made by such Fund’s investors and such investors’ contributions may be required to be made directly to the lenders instead of such Fund. Other trading strategies The Funds may employ investment strategies for which no “risk factors” are disclosed herein or in the applicable Fund’s Memorandum or Partnership Agreement. Such strategies should not be considered to be less risky than the strategies disclosed herein and should be viewed as
speculative and volatile. There can be no assurance that any Fund will achieve its investment objectives or avoid total losses. Inside information SoftBank Investment Advisers or its affiliates are expected to be in possession of potential or actual material, non-public information concerning a company in which a Fund has made an investment, or in which a Fund intends to make an investment. The possession of such information has the potential to limit the ability of such Fund to buy or sell such investments regardless of whether such information was obtained in the context of the investment activities of such Fund or other SoftBank Group companies’ investing activities. Accordingly, a Fund could be required to refrain from buying or selling such investments at times when SoftBank Investment Advisers might otherwise believe that such Fund should buy or sell such investments. Possibility of fraud or other misconduct of personnel and service providers Misconduct by (i) the personnel of members of the SoftBank Group, General Partner of a Fund, and/or SoftBank Investment Advisers, (ii) target company directors, officers or personnel, and (iii) service providers to the foregoing and/or their respective affiliates could undermine the due diligence efforts of SoftBank Investment Advisers and cause losses to, and potentially the termination of, a Fund. Misconduct may include non-compliance with applicable laws or regulations (and the concealing of any of the foregoing), including the Senior Managers and Certification Regime, enacted by the UK Financial Conduct Authority. Such persons may also become subject to allegations of sexual harassment, racial and gender discrimination, or other similar misconduct. Such activities and allegations may result in reputational damage, litigation, business disruption, market or industry segment volatility and/or financial losses to the Fund. In addition, SoftBank Investment Advisers has experienced inadvertent improper disclosure of confidential information by third parties and has controls and procedures through which it seeks to minimize the risk of such misconduct re-occurring; however, no assurances can be given that such misconduct will be able to be identified or prevented. Compliance with the Senior Managers and Certification Regime and other similar regulation will cause SoftBank Investment Advisers to incur ongoing compliance costs. A failure to comply with such regulation by SoftBank Investment Advisers or any relevant personnel could result in fines, sanctions or other penalties, which could materially and adversely affect the results of SoftBank Investment Advisers’ operations and overall business, as well as have a negative impact on reputation and Fund performance. Breach of financing agreement covenants A Fund may be party to various loan, repurchase and other financing agreements (including bridge, subscription and asset-backed facilities) which are likely to contain financial covenants that could, among other things, require it to maintain certain financial ratios. Should such Fund breach the financial or other covenants contained in any loan, repurchase or other financing agreement, the Fund may be required immediately to repay such borrowings in whole or in part, together with any attendant costs (which could, subject to any limitations set forth in the relevant Partnership Agreements, require investors to make additional contributions in respect of such
borrowings) or suffer foreclosure or forced liquidation of the pledged assets. If a Fund does not have sufficient cash resources or other credit facilities available to make such repayments, it may be forced to sell some or all of the assets compromising its investment portfolio at an inopportune time in order to satisfy such financial covenants, which could adversely impact the performance of a Fund and could if the value of its investments has declined significantly cause such Fund to lose all or a substantial amount of its capital. To the extent that a Fund’s borrowings are secured against all or a portion of its assets, a lender may be able to sell those assets. In the event of a sudden, precipitous drop in the value of a Fund’s assets, such Fund might not be able to dispose of assets quickly enough to pay off its debt, resulting in a foreclosure or other total loss of some or all of the pledged assets. Subscription line A Fund generally will enter into a subscription line credit facility with one or more lenders in order to finance its operations, including the acquisition, financing or refinancing of investments, as well as to consolidate or make less frequent capital calls to investors. Such Fundlevel borrowing subjects investors to certain risks and costs. For example, because amounts borrowed under a subscription line will typically be secured by pledges of SoftBank Investment Advisers’ right to call contributions from investors, investors may be obligated to make contributions on an accelerated basis if a Fund fails to repay amounts borrowed under a subscription line or experiences an event of default thereunder. Moreover, any claim an investor may have against a Fund would likely be subordinate to such Fund’s obligations to the lenders providing a subscription line. In addition, a subscription line will result in additional incremental Fund expenses that will be borne by investors. These expenses typically include interest on the amounts borrowed, unused commitment fees with respect to the committed but unfunded portion of the facility, an upfront fee for establishing the facility, and other one-time and recurring fees and/or expenses, as well as legal and other fees relating to the establishment, structuring and negotiation of the terms of the facility, as well as expenses relating to the maintaining, renegotiating or terminating the facility. Due to the fact that a subscription line’s interest rate is typically based in part on the creditworthiness of a Fund’s investors and the terms of the related fund documents, the interest rate in respect of any subscription line into which a Fund enters may be higher than the interest rate an investor could obtain individually. To the extent a particular investor’s cost of capital is lower than a Fund’s cost of borrowing, Fund-level borrowing can negatively impact an investor’s overall individual financial returns (even if it increases such Fund’s reported net returns using certain methods of calculation). Conflicts of interest have the potential to arise in that the use of Fund-level borrowing typically delays the need for limited partners to make contributions to a Fund, or results in shortterm gains to a Fund, which in certain circumstances enhances the relevant Fund’s return calculations and thereby may be deemed to benefit the marketing efforts of the General Partner and its affiliates and increases the likelihood that any hurdle or preferred return component in the Fund’s carried interest arrangements will be met. A portfolio company financing from a subscription line, rather than from a Fund-level equity commitment, has the potential to increase such returns, particularly in instances where the relevant amount has been drawn for an extended period of time. In other circumstances the use of Fund- level borrowing can increase the base of a Fund’s management fee calculation, such as during periods where management fees are based in whole or in part on an acquisition cost that includes a borrowing component. Because management
fees are incurred whether an investment is financed through capital calls or borrowings, and a Fund’s preferred return typically does not accrue on outstanding borrowings, SoftBank Investment Advisers has an incentive to cause a Fund to make investments and/or pay such amounts using a subscription line rather than making capital calls. The use of Fund-level borrowing arrangements, and the repayment or non-repayment thereof, can also influence the determination of the end of a Fund’s investment period, and cause or defer a related change in the basis of the relevant Fund’s management fee calculation under the Governing Documents. Conflicts of interest also have the potential to arise to the extent that a subscription line is used to make an investment that is later sold in part to co- investors (including one or more co-investing Funds), as to the extent co-investors are not required to act as guarantors under the relevant facility or pay related costs or expenses, coinvestors stand to receive the benefit of the use of the subscription line and neither the relevant Fund nor investors generally will be compensated for providing the relevant guarantee(s) or being subject to the related costs, expenses and/or liabilities. It is expected that, in certain cases, interest will accrue on any such outstanding subscription line borrowings at a rate lower than the preferred return payable on amounts drawn down from investors in certain Funds, which does not accrue on such borrowings and will begin accruing when contributions to fund investments, or repay any borrowings used to fund such investments, are actually advanced by investors to such Funds. As a result, the use of a subscription line with respect to investments and ongoing capital needs may reduce or eliminate the preferred return received by the investors and accelerate or increase allocation and distributions of the performance fee to SoftBank Investment Advisers. A credit agreement or borrowing facility frequently will contain other terms that restrict the activities of a Fund and the investors or impose additional obligations on them. For example, certain lenders or facilities are expected to impose restrictions on SoftBank Investment Advisers’ ability to consent to the transfer of an investor’s interest in a Fund or impose concentration or other limits on the Fund’s investments, and/or financial or other covenants, that could affect the implementation of the Fund’s investment strategy. In addition, in order to secure a subscription line, SoftBank Investment Advisers may request certain financial information and other documentation from investors to share with lenders. SoftBank Investment Advisers will have significant discretion in negotiating the terms of any subscription line in relation to a Fund and may agree to terms that may not be favorable to one or more investors (as opposed to the Fund as a whole). In certain circumstances, due to separate evaluations of creditworthiness by lenders or facility providers, a portfolio company or other Fund subsidiary is expected to bear higher rates under a borrowing facility than are borne by the Fund, resulting in a potential net benefit to the Fund, or additional potential liquidity constraints or other burdens on the relevant portfolio company or Fund subsidiary. Fund-level borrowing also involves a number of additional risks. For example, drawing on a subscription line may allow SoftBank Investment Advisers to fund investments and pay Fund expenses without requiring investors to make contributions, potentially for extended periods of time. If SoftBank Investment Advisers then draws down a relatively large proportion of commitments at once (or over a short period of time) in order to repay the amount outstanding under a subscription line, this could cause short-term liquidity concerns for investors (which may not have arisen had SoftBank Investment Advisers drawn down smaller amounts incrementally). This risk may be heightened with respect to investors which have made commitments to other
investment funds which employ similar borrowing strategies or investors which hold other leveraged assets in their investment portfolios. In such circumstances, a single market event could result in multiple simultaneous drawdowns from such investors, requiring them to meet the accumulated, larger capital calls over a short period of time. If an investment appreciates in value and is disposed of prior to repayment, the relevant Fund generally would apply disposition proceeds to repay the borrowing and related interest and expenses, the absence of invested capital funded by limited partners potentially will result in a distribution of net proceeds without a preferred return accrual on the amount invested. Accordingly, borrowings have the potential to support the distribution of proceeds to limited partners and increase the potential carried interest for the relevant General Partner, as reduced by the interest incurred by the relevant Fund. Subject to any limitations in the Governing Documents, this scenario potentially incentivizes the relevant General Partner to permanently fund the acquisition and ongoing capital needs of a Fund’s investments and related expenses with the proceeds of such borrowings in lieu of drawing down capital contributions on an as-needed basis, and, accordingly, capital contributions to repay such borrowings may be required only at the time of the disposition of an investment (or never, if principal and interest on such borrowings are always repaid out of disposition proceeds). The General Partner is authorized to use Fund-level borrowing to pay management fees and to reimburse SoftBank Investment Advisers for expenses incurred on behalf of the Fund. A Fund is also permitted to utilize Fund-level borrowing in relation to which SoftBank Investment Advisers expects to repay the amounts outstanding by means other than investor contributions (for example, borrowing as a bridge for equity or debt capital with respect to an investment). If a Fund is ultimately unable to repay such borrowings through those other means, investors may be more exposed to the relevant investment than would be the case if such repayment were achieved. Investment- and Intermediate Entity-Level Borrowing Under the applicable Fund’s Partnership Agreement and the Memorandum, each Fund is authorized to incur indebtedness that is secured by any assets of the Fund (e.g., asset-based borrowing, as well as “back leverage” and net asset value (NAV) facilities), and is permitted directly or indirectly through one or more intermediate entities (e.g., special purpose vehicles) to incur indebtedness, including to borrow money from any person, to make guarantees or provide other credit support to any person or to incur any other obligation (including other extensions of credit). Indebtedness is permitted to be incurred for any purpose relating to the activities of the Fund, including without limitation to: finance any investment-related activities of the Fund; increase the buying power of the Fund; provide interim financing to the extent necessary to consummate the purchase of investments prior to the receipt of permanent financing or capital contributions or distributions (as applicable); pay for Fund expenses or fund the payment of management fees; make, hold or dispose of investments; provide financing or refinancing; fund the payment of amounts to withdrawing investors; fund distributions to the partners; and/or provide collateral to secure outstanding letters of credit or to create reserves, in each case in accordance with the applicable Fund’s Partnership Agreement and Memorandum. Additionally, a Fund is expected to enter into letters of credit in support of one or more of its investments, including for the purpose of such Fund agreeing to fund additional equity financing or capital expenditures into a portfolio company (regardless of who the beneficiary to such letter of credit may be) at a certain
time or upon the occurrence of a certain event. Although in many cases the relevant Partnership Agreement and Memorandum impose limits on borrowings at the Fund level, portfolio investments and intermediate entities generally do not have such limits on their ability to engage in borrowings or incur leverage with respect to all or a portion of the relevant investments. Risks relating to the investment strategy Restricted nature of investments There may be no readily available public market for a Fund’s investments and a public market for such investments may never develop. The investments may therefore be difficult to value. Investors may receive distributions of securities in kind and it may be difficult to liquidate the securities received at a price or within a time period that is determined to be attractive by such investors. After a distribution of securities in kind is made to investors, many investors may seek to liquidate such securities within a short period of time, which could have an adverse impact on the price of such securities. The price at which such securities may be sold by such investors may also be lower than the value of such securities determined pursuant to the relevant Partnership Agreements (including the value used to determine the amount of the performance fee due to SoftBank Investment Advisers with respect to the relevant investment). Investors who receive distributions of securities in kind are likely to become minority shareholders in the relevant company and, therefore, may have a limited ability to protect their interests in such companies and to influence such companies’ management. Investors’ lack of control over Fund policies The investment, structuring, management, financing, operating and disposition policies of a Fund will be determined and implemented by SoftBank Investment Advisers, within the parameters of the relevant Partnership Agreement and/or Memorandum. Certain policies may be changed from time to time without the vote or other approval of investors. Any such changes could be detrimental to the operations of a Fund or the value of such Fund’s assets. Lack of diversification A Fund may make only a limited number of investments, which may mean that returns may be adversely affected by the poor performance of even a single investment. Given the experience of the management personnel with respect to technology-enabled companies, a Fund may, and in accordance with the concentration limits set out in the Governing Documents, seek to focus its investments in a single sub-sector, in a limited geographic area, in a single asset type and/or within a short period of time, which could create the conditions for a portfolio of investments that exhibit, amongst themselves, a very high degree of correlated returns. As a result of the foregoing, a Fund’s investment portfolio could become highly concentrated, and the performance of a few holdings or of a particular industry, or the timing of such Fund’s investments, may substantially affect a Fund’s aggregate return. In addition to the foregoing, because a Fund may only make a limited number of investments and such investments generally will involve a high degree of risk, poor performance by even a single investment could severely affect total returns. If certain investments perform unfavorably, then in order for such Fund to achieve above-average returns, one or a few of its investments must perform very well, and there
can be no assurances that this will be the case. If a Fund co-invests with other Funds, an investor may have exposure to an investment through more than one Fund. The Partnership Agreements include restrictions on the amount of commitments that may be invested by a Fund in any single portfolio company and in any single sector, and such restrictions seek to protect investors from a Fund becoming over-concentrated in any single portfolio company or sector. However, these limits may be exceeded in certain circumstances, to allow an investment to be completed prior to its syndication. There can be no guarantee that such syndication will be achieved, however, and a Fund could therefore potentially make fewer investments and be more exposed to a single portfolio company than would be the case if syndication were achieved. Investments in technology and technology-enabled companies The Funds will primarily make investments in technology (including telecoms, internet and media) and technology-enabled companies across sectors that leverage the information revolution to disrupt traditional business models. These companies can be challenged by various factors, including rapidly changing market conditions and/or participants, new competing products, changing consumer preferences, short product life cycles, services and/or improvements in existing products. Moreover, these companies are often dependent upon mobile networks, the reliability of the internet, the interoperability of devices, operating systems and third-party applications and other infrastructure, including but not limited to third party marketplaces, payment processing infrastructure and open source software. The technology sector as a whole and the sectors in which technology-enabled companies operate are often highly cyclical and portfolio companies will compete in this potentially volatile environment. There is no assurance that products or services sold by the portfolio companies will not be rendered obsolete or adversely affected by competing products and services or that the portfolio companies will not be adversely affected by other challenges. Moreover, competition can result in significant downward pressure on pricing. In the event that one or more relevant sectors as a whole decline, there is a possibility that a Fund would be unable to realize its investment objectives and returns to investors may decrease. Investments in companies with exposure to new and emerging technologies A Fund can invest in companies which utilize, develop or are otherwise exposed to emerging technologies (including artificial intelligence, big data, virtual reality, robotics, genomics and autonomous vehicles). The markets for such technologies are relatively unproven and subject to a number of risks. Market opportunity estimates are subject to significant uncertainty and are based on assumptions and estimates, including the internal analyses of companies operating or seeking to operate in such markets (which may be inaccurate or otherwise incomplete) and the industry experience of their personnel. Assessing the potential markets for products utilizing new and emerging technologies is particularly difficult due to the limited available information about such markets (including information with respect to a given company’s competitors) and the rapid evolution of the market. As a result, portfolio companies with exposure to these technologies may experience significant and unexpected reductions in demand for their products and services for a wide variety of reasons
(including lack of customer acceptance, technological challenges, competing products and services, enhanced regulatory scrutiny, decreases in spending by current and prospective customers and weakening economic conditions). If the markets for these technologies do not experience significant growth, or if demand for products utilizing these technologies decreases, then such portfolio companies’ operations and financial condition will be adversely affected, and a Fund may be unable to realize its investment objectives with respect to its investments in such portfolio companies. Investments in companies with exposure to virtual currencies, blockchain or distributed ledger technology A Fund may invest in companies that have exposure to virtual currencies, blockchain or distributed ledger technology (collectively, “Digital Assets”). Digital Assets are new technological innovations with a limited history and involve a high degree of business and financial risk that can result in substantial or total loss of investment. Digital Assets face a number of market, operational, legal and regulatory risks distinct from other types of assets in which a Fund invests. Portfolio companies with exposure to Digital Assets such as virtual currencies face a number of market and operational risks, including volatile prices, disparate prices across different virtual exchanges, risk of an illiquid market, valuation risk, custody risk, risk associated with “mining” or verifying virtual currency transactions, risk of not converting virtual currencies into fiat currencies, and risk that a virtual currency exchange fails or closes due to a security breach, a distributed denial of service attack, fraud or other failure. Virtual currencies may be particularly vulnerable to virtual currency network attacks, hacking or security breaches. Virtual currencies also present a number of legal and regulatory risks as U.S. federal, U.S. state or foreign government bodies or agencies maintain different classifications for virtual currencies within their respective jurisdictions. For example, in the U.S., the SEC has found that certain virtual tokens offered in an initial coin offering are securities that require the offering to be registered or exempt from registration, the Commodity Futures Trading Commission treats bitcoin and other virtual currencies as commodities, the U.S. Financial Crimes Enforcement Network requires administrators or exchanges to register as a registered money services business, and while the Internal Revenue Service treats virtual currencies as property for U.S. federal income tax purposes, tax treatment issues remain with respect to valuation, timing of certain calculations and the applicability of Foreign Bank Account Reporting laws, among others. Furthermore, the global regulatory framework governing virtual currencies varies from country-to-country and continues to evolve. Some countries have taken an accommodating approach to the regulation of virtual currencies while others have banned their use. Accordingly, the promulgation of any U.S. or international laws or rules, an adverse change in applicable legal or regulatory requirements, or an adverse review by an applicable judicial authority of any such law or regulation, could have a material adverse effect of the price of certain Digital Assets and on the operations and/or financial performance of portfolio companies with exposure to virtual currencies. Portfolio companies with exposure to Digital Assets, such as blockchain and distributed
ledger technology companies, may face a number of market and operational risks, including the risk of rapid technological change, introduction of competing blockchain products or applications, risk of hacking or other cyber-security breaches, and failure to implement or adopt such technology. Furthermore, blockchain technology presents a number of legal and regulatory risks as national or international regulation is rapidly changing and developing as the technology evolves. Although the prevalence and scope of applications of blockchain and similar distributed ledger technologies is growing, the technology is also nascent and may be vulnerable to certain risks such as those detailed above. Such risks could have a material adverse effect on the price of certain Digital Assets and on the operations and/or financial performance of portfolio companies with exposure to blockchain or distributed ledger technology. Investor excuse rights As provided in certain Funds’ Partnership Agreements and as described more fully in such Funds’ Memoranda, Fund investors are, in certain circumstances, excused from making all or any part of their contribution in respect of certain investments. In addition, in certain circumstances, a Fund is prohibited from making any investment in respect of certain regions, businesses and sectors, as provided in its Partnership Agreement and more fully described in its Memorandum. Accordingly, there may be instances in which a Fund will be prohibited from making an investment that SoftBank Investment Advisers considers to be in the best interests of such Fund. Selection of investments The success of the Funds depends on the ability of SoftBank Investment Advisers to identify, select, effect and realize appropriate investments. There is no guarantee that suitable investments will be or can be acquired or that investments will be successful or that a Fund will be able to fully invest its capital during the investment period of such Fund. Accordingly, a Fund may only make a limited number of investments. The past performance of SoftBank Investment Advisers in identifying suitable investments should not be treated as any form of guarantee of its ability to identify suitable investments in the future. Drawdown limits and timing may affect ability to make investments. As provided in certain Funds’ Partnership Agreements and as described more fully in such Funds’ Memoranda, a Fund may be unable to make some investments that SoftBank Investment Advisers considers to be in the best interests of such Fund as a result of limits on the aggregate number of drawdowns that such Fund is permitted to require from any investor in a specified period. In addition, the minimum notice periods required for drawdowns as set forth in the relevant Partnership Agreement or as agreed with certain investors may impede or delay such Fund’s ability to draw down capital. As a result, such Fund may be unable to make certain investments that SoftBank Investment Advisers considers to be in the best interests of the Fund. These limitations may place the Funds at a competitive disadvantage to other investors in the market who are not subject to similar restrictions. Regulatory authorities Certain industry segments in which the Fund intends to invest, including various segments of the technology and related sectors, are (or may become) highly regulated at both the federal and
state levels in the U.S. and internationally, and are (or may become) subject to frequent regulatory change. Certain segments may be highly dependent upon various government (or private) subsidy and/or reimbursement programs. While a Fund intends to invest in companies that seek to comply with applicable laws and regulations, the laws and regulations relating to technology companies are complex, may be ambiguous, or may lack clear judicial or regulatory interpretive guidance. An adverse review or determination by any applicable judicial or regulatory authority of any such law or regulation, or an adverse change in applicable regulatory requirements or subsidiary and/or reimbursement programs, could have a material adverse effect on the operations and/or financial performance of the companies in which a Fund invests. Moreover, competition authorities and sector-specific industry regulators have a broad range of investigative, remedial and other powers, capable of being applied either pre- or postcompletion, which could adversely impact acquisitions or investments that the Funds may choose to make, either as a consequence of a Fund’s existing investments or as a result of its relationship with SoftBank Group. In addition, certain acquisitions or investments that a Fund may choose to make may be subject to the receipt of consents and clearances from regulatory authorities that may impose measures to protect national security or other conditions that could have an adverse effect on the investment, or, if not obtained, could prevent completion of such acquisition or investment. If such powers are exercised, this may inhibit or result in a delay in the execution of the investment strategy of a Fund and may mean that such Fund will be unable to realize the benefits that SoftBank Investment Advisers believes will result from any investment. Complex nature of due diligence process SoftBank Investment Advisers will seek to carry out detailed due diligence on all potential investment opportunities, including reviewing financial statements, periodic company updates and other reports and information provided by the management teams of potential investments. However, there is no guarantee that SoftBank Investment Advisers will be able to access all relevant information or that the information obtained will be accurate or up-to-date (and, in particular, the information pertaining to potential investments in private companies may be less comprehensive than information pertaining to publicly held companies). SoftBank Investment Advisers may misinterpret information or make errors in its analysis. A lack of accurate or relevant information makes it more difficult for SoftBank Investment Advisers to evaluate whether a potential investment opportunity should be pursued by or on behalf of a Fund, and therefore other investors may be offered potential investment opportunities that SoftBank Investment Advisers would not offer to such investors were it given all applicable information. There can be no assurance that a Fund will be able to detect or prevent irregular accounting, personnel misconduct or other fraudulent practices during the due diligence phase or during its efforts to monitor the portfolio company on an ongoing basis or that any risk management procedures implemented by a Fund will be adequate. In the event of fraud by any portfolio company, any of its affiliates or their personnel, a Fund may suffer a partial or total loss of capital invested in that portfolio company. An additional concern is the possibility of material misrepresentation or omission on the part of the portfolio company or the seller of such portfolio company. Such inaccuracy or incompleteness may adversely affect the value of a Fund’s investment in such portfolio company. A Fund will rely upon the accuracy and completeness of representations made by portfolio companies and, in certain instances, their former owners in the
due diligence process when it makes investments but cannot guarantee such accuracy or completeness. Under certain circumstances, payments to a Fund may be reclaimed if any such payment or distribution is later determined to have been a fraudulent conveyance or a preferential payment. In addition, conduct occurring at portfolio companies, even activities that occurred prior to a Fund’s investment therein, could have an adverse impact on such Fund. Outside consultants, legal advisers, accountants, investment banks and other third parties may be involved in the due diligence process to varying degrees depending on the type of investment. Such involvement of third-party advisers or consultants may present a number of risks, primarily relating to SoftBank Investment Advisers’ reduced control of the functions that are outsourced. In addition, if SoftBank Investment Advisers is unable to engage third party providers on a timely basis, its ability to evaluate and acquire more complex target companies could be adversely affected. Expedited transactions To take advantage of investment opportunities, SoftBank Investment Advisers may undertake investment analyses and decisions on an expedited basis, without access to detailed information and without the knowledge of all relevant circumstances that may adversely affect such investments. Failure to meet performance expectations SoftBank Investment Advisers will generally establish the terms of an investment on the basis of financial, macroeconomic, and other applicable projections. Projected operating expectations will normally be based primarily on information received from the relevant target’s management or on third-party advice/reports. In all cases, projections are only estimates of future results that are based upon assumptions made at the time the expected projections are developed. There can be no assurance that the expected projected results will be achieved, and actual results may vary significantly from the expected projections. General economic, natural and other conditions, which are not predictable and are outside of the control of SoftBank Investment Advisers, can have an adverse impact on the reliability of such expected projections. Assumptions or expected projections about asset lives; the stability, growth or predictability of costs; demand; or revenues generated by an investment or other factors associated therewith may, due to various risks and uncertainties, including those described herein, differ materially from actual results. Competition for investments The activity of identifying, buying and selling private equity, growth equity and venture capital investments is highly competitive, involves a high degree of uncertainty, and is subject in some cases to the prevailing capital market, regulatory or political environment. A Fund will encounter competition from other entities having similar investment objectives. Potential competitors include other investment partnerships and corporations, governments, individuals, Financial Institutions, family offices, strategic industry acquirers and other financial investors, including hedge funds, investing directly or through affiliates. Further, over the past several years, an increasing number of private equity, growth equity and venture capital funds have been or are being formed (and many existing funds have grown in
size). Additional funds with similar investment objectives may be formed in the future by other unrelated parties. Some of these competitors may have more relevant experience, a greater willingness to take on risk, and more personnel than SoftBank Investment Advisers and a Fund. SoftBank Investment Advisers expects that competition for appropriate investment opportunities may increase, which may also require a Fund to participate in auctions, the outcome of which cannot be guaranteed, thus reducing the number of investment opportunities available to a Fund and/or adversely affecting the terms upon which investments can be made. Participating in auctions will also increase the pressure on a Fund with respect to pricing of a transaction. In the event that a financing-related closing condition is not available to a Fund or if a Fund is required to provide a reverse break-up fee or guarantee in connection with a potential investment, such Fund may become obligated to consummate a transaction on less favorable terms or may be required to fund the reverse break-up or similar fee in connection with a potential investment that is not made. There can be no assurance that a Fund will be able to locate, complete and exit investments which satisfy a Fund’s objectives, or realize its values, or that it will be able to fully invest its capital during the investment period of a Fund. To the extent that a Fund encounters competition for investments, returns to investor may decrease (including as a result of higher pricing, foregoing opportunities, or a Fund negotiating fewer transactional protections in order to remain competitive). Risks related to follow-on investments Following the initial investment in a target company by a Fund or SoftBank Group, a Fund is permitted to provide additional funds to such target company or consider the opportunity to increase its investment in a successful target company (whether for opportunistic reasons, to fund the needs of the business, as an equity cure under applicable debt documents or for other reasons). There is no assurance that any Fund will make follow-on investments or that any Fund will have sufficient funds to make all or any of such investments or that pre-emptive rights of SoftBank Group will be assignable to or exercisable by any Fund. Any decision by any Fund not to make follow-on investments or its inability to make such investments may have a substantial negative effect on a target company in need of such an investment (including an event of default under applicable debt documents in the event an equity cure cannot be made). Additionally, such failure to make such investments may result in a lost opportunity for a Fund to increase its participation in a successful target company or the dilution of a Fund’s ownership in a target company if a third party or co-investor invests in such target company. Lack of liquidity of investments and opportunities to exit from investments An investment in a Fund is speculative and requires a long-term commitment, with no certainty of return. Many investments of the Funds will be highly illiquid. Accordingly, investments may often be difficult to value and there can be no assurance that a Fund will be able to realize such investments in a timely manner. Consequently, the timing of cash distributions to investors is uncertain and unpredictable. Dispositions may also take the form of distributions of securities to investors.
Although it is anticipated that certain investments of the Funds may generate income, the return of capital and realization of gains, if any, with respect to certain other investments will occur only upon the partial or complete disposition of such investments. While an investment of a Fund may be sold at any time, typically this will occur a number of years after the investment is made. Before such time, there may be no current return on the investment. Furthermore, the expenses of operating a Fund (including any management fee payable to SoftBank Investment Advisers) may exceed its income, thereby requiring that the difference be paid from a Fund’s capital, including unfunded capital commitments. Due to the illiquid nature of many of the positions that the Funds may acquire, SoftBank Investment Advisers is unable to predict with confidence what the exit strategy will ultimately be for any given position, or that one will definitely be available. Exit strategies that appear to be viable when an investment is initiated may be precluded by the time the investment is ready to be realized due to economic, legal, political or other factors. A Fund may be prohibited by contract or other limitations from selling certain securities for a period of time which may mean that such Fund is unable to take advantage of favorable market prices. There can be no assurance that a Fund will be able to dispose of its investments at the price and time it wishes to do so. Short-term investments Prior to making investments, a Fund may invest amounts drawn down from its investors in short-term instruments. The returns from these short-term investments may be lower than those earned by investing in other investments. Lack of unilateral control A Fund is often not the majority investor or controlling shareholder of a portfolio company. In cases in which the Fund is the majority investor or a controlling shareholder, in certain circumstances it may not have unilateral control of the portfolio company. To the extent the Fund invests alongside third parties, such as institutional co-investors or private equity funds of other sponsors, or makes a minority investment, the relevant portfolio companies may be controlled or influenced by persons who have economic or business interests, investment or operational goals, tax strategies or other considerations that differ from or are inconsistent with those of the Funds or their limited partners. Such third parties may be in a position to take action contrary to the Fund’s business, tax or other interests, and the Fund may not be in a position to limit such contrary actions or otherwise protect the value of its investment. When taking non-control positions, a Fund generally will seek to negotiate certain negative controls and veto rights on major decisions, but there can be no assurance that a Fund will be able to control the timing or occurrence of an exit strategy for such portfolio companies in a manner that maximizes or protects value. Risks relating to the target investments Reliance on portfolio company management The success of each Fund’s portfolio companies will be heavily dependent on the management of such companies. Each portfolio company’s day-to-day operations will be the responsibility of such company’s management team. Although the Funds generally intend to invest in companies with capable management or assist in the recruitment of capable management for
such companies, there can be no assurance that the management of such companies will be or able or willing to successfully operate a company in accordance with such Funds’ objectives. Additionally, SoftBank Investment Advisers will generally establish the capital structure of the portfolio companies in which a Fund invests on the basis of financial projections for such companies, which will contain significant judgement and input from the portfolio company management team. Although SoftBank Investment Advisers will be responsible for monitoring the performance of each portfolio company and the Funds generally intend to invest in companies with capable management or assist in the recruitment of capable management to such companies, there can be no assurance that the existing management team, or any successor, will be able or willing to successfully operate a portfolio company in accordance with a Fund’s objectives. Key personnel within portfolio companies As with the key management personnel of the portfolio companies, the success of the Funds’ portfolio companies will be heavily dependent on the key talent with respect to the technological expertise within such portfolio companies. There can be no assurance that such existing personnel will be willing to remain at the portfolio company and work in accordance with the Funds’ objectives or that a portfolio company will also be able to attract, develop and integrate new talent and, as a result, the Funds may be adversely affected thereby. Operating business risks The Funds will make investments in entities that may be existing businesses. Accordingly, the Funds assume various risks associated with the management of operations, including, but not limited to, personnel related issues and operational liabilities. In addition, as a Fund typically is acquiring shares of a portfolio company, such Fund may be assuming various liabilities (known and unknown), which may include tax, regulatory and environmental matters. Once the investment is exited, such exit strategy may leave a Fund with residual risk even though the underlying Fund investment has been realized with a potential profit. Director liability The Funds will often seek to obtain the right to appoint one or more representatives to the board of directors (or similar governing body) of the companies in which they invest (each, a “Board Representative”) (including current or former personnel of SoftBank Investment Advisers, SoftBank Group, or persons serving at their request), or to influence their appointment, and to determine or influence the determination of the board’s composition. In those instances where a Fund is not the sole shareholder of the applicable company, a Board Representative will have duties to persons other than the relevant Fund(s). Serving on the board of directors (or similar governing body) of a portfolio company exposes the Board Representative to potential liability, the consequences of which may be adverse to the Fund. Not all portfolio companies may obtain insurance with respect to such liability, and the insurance that portfolio companies do obtain may be insufficient to adequately protect against such liability. In addition, involvement in litigation can be time consuming for such persons and can divert the attention of such persons from investment activities of the Funds.
Contingent liabilities on the disposal of investments In connection with the disposal of an investment, a Fund may be required to make representations about the business and financial affairs of such Fund typical of those made in connection with the sale of any business. A Fund may also be required to indemnify the purchasers of such an investment to the extent that any such representation turns out to be inaccurate or with respect to other matters. These arrangements may result in contingent liabilities, which a Fund may be unable to meet out of its assets, and investors may be required to return distributions previously made to them to meet such liabilities to the extent provided in the applicable Partnership Agreement. Investments longer than Fund’s term The Funds’ investments may not be advantageously disposed of prior to the date the relevant Fund is dissolved, either by expiry of such Fund’s term or otherwise, or such Fund’s term may be extended to facilitate the wind-down of such Fund. Although SoftBank Investment Advisers expects that investments will be disposed of prior to dissolution or be suitable for in-kind distribution at dissolution, SoftBank Investment Advisers has a limited ability to extend the term of the Funds, and a Fund may have to sell, distribute or otherwise dispose of investments at a disadvantageous time as a result of dissolution. To the extent that such investments are held in trust, the trust may incur operating and formation expenses. In addition, there can be no assurances with respect to the timeframe in which the termination, winding-up and dissolution and the final distribution of proceeds to investors will occur. Investments in less established companies The Funds will invest a portion of their assets in less established companies. Investments in less established companies may involve greater risks than generally are associated with investments in more established companies. To the extent there is any public market for the securities held by the Funds, such securities may be subject to more abrupt and erratic market price movements than those of larger, more established companies. Less established companies tend to have lower capitalizations, fewer resources and minimal or no revenues or profits and, therefore, are often more vulnerable to financial failure. They may require considerable additional capital to develop technologies and markets, acquire customers and achieve or maintain a competitive position. This capital may not be available at all or may not be available on acceptable terms. The products of such companies may be unproven at commercial scale, and such companies’ ability to succeed will be dependent not only upon their ability to develop the right products for the right market, but to constantly evolve their businesses to ensure that its products keep pace with changing technologies and markets. Any such company may need to implement appropriate sales and marketing, inventory, finance, personnel and other operational strategies in order to become and remain successful. Such companies tend to have shorter operating histories by which to judge performance. Investments in late-stage companies The Funds will invest a portion of their assets in late-stage private companies. Such companies typically have modest revenues and may or may not be profitable. They may require
additional capital, at high valuations, to develop technologies and markets, acquire customers and achieve or maintain a competitive position. This capital may not be available at all, or may not be available on acceptable terms. The Funds are expected generally to hold non-controlling interests in the majority of their portfolio companies and, therefore, may have a limited ability to protect their interests in such companies and to influence such companies’ management (particularly where such companies are, at the time of the Funds’ investments, late-stage private companies with existing investors having larger or controlling ownership interests in such companies). Competition Risks The Funds are expected to invest a portion of their assets in companies operating in highly competitive markets dominated by firms with substantially greater financial and possibly better technical resources than the portfolio companies in which the Funds invest. This could affect the performance and value of investments. Competitors of portfolio companies may range in size from diversified global companies with significant research and development resources to small, specialized firms whose narrower product lines may enable them to be more effective in deploying technical, marketing and/or financial resources. Barriers to entry in the sectors in which the Funds anticipate investing are often low and products can be distributed broadly and quickly at relatively low cost. Many of the areas in which the Funds and their portfolio companies participate evolve rapidly with changing and disruptive technologies, shifting user needs, and frequent introductions of new products and services. Financial market and interest rate fluctuations General fluctuations in the market prices of securities and interest rates may affect a Fund’s investment opportunities and the value of its investments. Volatility and instability in the securities markets may also increase the risks inherent in such investments. Investment in junior securities The securities in which the Funds may invest may be among the most junior in a portfolio company’s capital structure and, thus, subject to the greatest risk of loss. Generally, there will be no collateral to protect a Fund’s investment once made. Public company holdings A Fund’s investment portfolio is expected to contain securities and debt issued by publicly held companies. Such investments may subject such Fund to risks that differ in type or degree from those involved with investments in privately-held companies. Such risks include greater volatility in the valuation of such companies, increased obligations to disclose information regarding such companies, limitations on the ability of such Fund to dispose of such securities and debt at certain times, increased likelihood of shareholder litigation and insider trading allegations against such companies’ executives and board members, including partners of such Fund’s General Partner, and increased costs associated with each of the aforementioned risks. Securities and debt issued by publicly held companies may be thinly traded, relatively illiquid or may cease to be publicly traded after a Fund invests. In connection with any shareholder litigation that arises in connection with a Fund’s investment in a public company, it is possible that such Fund may not fund the full amount of the purchase price associated with such investment and may return the
applicable amount to the investors until such shareholder litigation is finally resolved, or may hold such amount in reserve. Any subsequent investment of such amounts in such public company for the purposes of settling or otherwise resolving any such shareholder litigation may not be deemed a new investment in such public company. A Fund is involved in private investments in public equity (“PIPEs”) or private financing of publicly held companies. PIPE transactions may involve the sale of equity-like securities of an already public company. In a PIPE transaction, a Fund may bear the price risk from the time of pricing until the time of closing. In addition, a Fund may need to commit to purchase a specified number of securities at a fixed price, with the closing subject to various conditions. Further, since a Fund may take large ownership positions as part of PIPE transactions, even after the securities are saleable, it may take a significant period of time for such securities to be sold or distributed in an orderly manner, during which time profit could have otherwise been realized or loss avoided, and in some cases a Fund may be prohibited by applicable securities laws or by contract from selling such public company securities for a period of time. In addition, a Fund’s sales of thinly traded securities could depress the market value of such securities. These circumstances or events could reduce a Fund’s returns. Disposition of a Fund’s public company investments may result in distributions in kind to investors. Toehold investments A Fund may accumulate minority positions in the outstanding voting shares, or securities convertible into the voting shares, of target companies. While SoftBank Investment Advisers will seek to achieve such accumulation through open market purchases, registered tender offers, negotiated transactions or private placements, a Fund may be unable to accumulate a sufficiently large position in a target company to execute its strategy. In such circumstances, a Fund may dispose of its position in the target company within a short time of acquiring it, and there can be no assurance that the price at which a Fund can sell such securities will not have declined since the time of their acquisition. This may be exacerbated by the fact that the securities of the companies that a Fund may target may be thinly traded, and that a Fund’s position may nevertheless have been substantial and its disposal may depress the market price for such securities. Investments in SoftBank Operating Companies Fund reserves the right to invest in the publicly traded securities and debt of certain operating companies of SoftBank Group, portfolio companies of other investment funds and managed accounts sponsored by SoftBank Group and other entities in which SoftBank Group has invested (collectively, “SoftBank Operating Companies”). Such investments present a conflict of interest in that such investments is expected to benefit SoftBank Group’s existing investment in such SoftBank Operating Companies. In some cases, the public market value of such securities or debt may not reflect the fair value of such assets and SoftBank Group may have information with respect to such assets that is not publicly available. Transactions in publicly traded securities The Funds (directly or indirectly) will take positions in securities and debt traded on public exchanges. A Fund may not be able to build such positions in a single transaction and will be
exposed to movements in the stock market while accumulating such positions, including movements in prices that may be caused by the Fund’s building of such positions. In addition, by investing in publicly traded securities or assets a Fund will be subject to securities laws that, among other things, can restrict or eliminate such Fund’s ability to acquire or sell an investment. In particular, a Fund can be limited in its ability to take or exit positions in publicly traded companies because SoftBank Investment Advisers or a Fund’s General Partner or their affiliates may be deemed to have material, non-public information regarding such public companies or as a result of other internal policies and practices. Accordingly, there can be no assurance that a Fund will be able to make investments in public companies that SoftBank Investment Advisers otherwise deems appropriate or, if it does, as to the size of the position it will be able to build. Moreover, the inability to sell investments in public or private companies in these circumstances could materially adversely affect the investment results of the applicable Fund. Subject to the applicable Governing Documents, a Fund could also (directly or indirectly) make use of derivatives or use leverage in respect of its positions in publicly traded securities which could be on a basis creating recourse against other positions held by such Fund or one or more of its subsidiaries in publicly traded securities. SPAC Investments SoftBank Investment Advisers, its affiliates and/or personnel have sponsored, and expect in the future to sponsor and/or provide other services to special purpose acquisition vehicles (each a “SPAC”) and to receive compensation (including in the form of management fees, performancebased compensation, direct or indirect ownership of warrants and “founder’s shares” or similar interests) relating thereto. Additionally, SoftBank Investment Advisers is permitted to cause a Fund to invest in interests associated with the sponsor vehicles for SPACs (“Sponsor Vehicle”) (including but not limited to funding purchases of founder’s shares, providing “at risk” capital of the associated SPACs and entering into “forward purchase” arrangements). A Fund is also permitted to participate in PIPE financings associated with SPACs. Investments in Sponsor Vehicles and the SPAC market in general involve a number of risks, including but not limited to risks surrounding the consummation of and ultimate value created by business combinations entered into by SPACs, imperfect information and lack of information regarding target businesses, risks based on reliance on key management personnel of a SPAC issuer, initial public offeringrelated risks, redemption-related risks and risks related to SPAC warrants. Each Sponsor Vehicle is expected in certain instances to be controlled by SoftBank Investment Advisers, its affiliates and/or personnel. In addition, SoftBank Investment Advisers, its affiliates and/or personnel is expected in certain instances to sponsor the associated SPAC. A Fund is permitted to enter into a forward purchase agreement with a SPAC obligating such Fund to purchase units in a SPAC in connection with the consummation of the business combination. Unlike shares purchased by public investors in the initial public offering, the Fund is not expected to have a right to redeem these units, which can become worthless if a successful business combination does not ultimately occur. Also, the shares and warrants acquired pursuant to a forward purchase agreement are not expected to be SEC-registered or freely tradeable when acquired. By the time such shares and warrants have been registered with the SEC and become freely tradeable post-business combination, the market of a SPAC’s securities can be substantially lower, creating losses for the Fund.
A Fund is also permitted to participate in “PIPE financings” associated with SPACs, including backstop and support PIPEs and ones with a focus on addressing the need for financing certainty. Investments in the SPAC market in general involve a number of risks as summarized herein, including but not limited to risks surrounding the consummation of and ultimate value created by business combinations entered into by SPACs, imperfect information and lack of information regarding target businesses, risks based on reliance on key management personnel of a SPAC issuer, initial public offering-related risks, redemption-related risks and risks related to SPAC warrants. There are numerous risks associated with PIPE transactions. The SPAC may be unable to register for public resale the shares held by the Fund in a timely manner or at all or, even if the shares are registered for public resale, the market for the SPAC’s securities may nevertheless be “thin” or illiquid, each of which could have an adverse effect on the Fund’s investment. While the price paid by a Fund may be at a discount to the public trading price at the time of purchase, by the time a Fund is able to dispose of its shares in a public sale the market price for the SPAC’s securities may be below the price paid by the Fund, or the sale by the Fund and other holders with similar registration rights at or about the same time may cause the market price of the SPAC’s common stock to decline substantially before the Fund is able to dispose of any or all of its investment. A Fund may elect to hedge certain of its PIPEs positions by holding a long position in the convertible security and, at the same time, selling short the underlying common stock in order to seek to lock in the spread between the convertible security and the common stock. However, this technique involves certain risks, including that a Fund may be unable to borrow the underlying common stock to effect the short sale, and that the price of the common stock may be adversely affected as a result of the short selling activity. The value of a Fund’s interests in a SPAC will ultimately be dependent on the SPAC’s ability to successfully complete its initial public offering and business combination transaction, the performance of the SPAC and the acquired company post-business combination and the market value of the SPAC’s securities. A SPAC may not be able to find a suitable target and complete a business combination within the prescribed time period. If a SPAC has not completed an initial business combination within such time period, the SPAC is expected to: (i) cease all operations, except for the limited purpose of winding up; (ii) redeem its outstanding public shares, at a pershare price, payable in cash, equal to the aggregate amount then on deposit in the trust account net of expenses and taxes thereon; and (iii) following such redemption, subject to the approval of the remaining stockholders and the board of directors, dissolve and liquidate, subject in each case to state law obligations (or obligations under the law of any other jurisdiction) to provide for claims of creditors and the requirements of other applicable law. In such case, the SPAC’s warrants will expire worthless and a Fund will not be entitled to recoup its “at risk” capital and/or any of its investment. Competitive market for SPACs SoftBank Investment Advisers expects that each SPAC will encounter competition from other entities having a similar business objective, including private investors (which may be individuals or other investment partnerships), other blank check companies and other entities competing for the types of businesses such SPAC intends to acquire. Many of these individuals and entities are well-established and have extensive experience in identifying and effecting,
directly or indirectly, acquisitions of companies operating in or providing services to various industries. Some of these competitors may possess greater technical, human and other resources or more industry knowledge than the relevant SPAC does. There can be no assurance that any SPAC in which a Fund holds an interest will be able to locate suitable investment opportunities, acquire them for an appropriate level of consideration, achieve any particular rate of return or fully invest its committed capital. Developments relating to SPACs The size of the SPAC industry and certain SPAC transactions has prompted additional government and public attention to the industry and its practices, including additional rules proposed in March 2022 by SEC. Regulation of SPACs could increase and is expected to result in material changes to the current regulatory regime, which may have an adverse effect on a Fund and its investments. In addition to the United States, other jurisdictions, may introduce increased regulation of SPACs. There is therefore a material risk that regulatory agencies in the United States, Europe, Asia or elsewhere may adopt burdensome laws or regulations, or changes in law or regulation, or in the interpretation or enforcement thereof, which are specifically targeted at SPACs, or other changes that could adversely affect SPACs and the Funds. Derivative instruments generally The Funds are permitted to (directly or indirectly) make use of derivatives when appropriate, in order to supplement acquisition strategies. For the avoidance of doubt, a Fund may invest in derivatives for reasons beyond hedging, such as managing such Fund’s liquidity. Derivatives are financial instruments that derive their value from, and are valued in relation to, one or more underlying securities, assets, financial benchmarks, indices or interest rates. Examples include swaps (including equity swaps), futures contracts, index futures, forward contracts, options and contracts for difference. There can be no assurance that adequate derivatives will be available on an economically viable basis or that such derivatives will achieve the desired effect, and in some cases derivatives may result in losses greater than if derivatives had not been used. Many of the risks applicable to trading the underlying asset are also applicable to derivatives trading. However, there are a number of additional risks associated with derivatives trading. Transactions in certain derivatives are subject to clearance on national exchanges and to regulatory oversight, while other derivatives are subject to risks of trading in the over-the-counter markets. Derivatives may entail investment exposures that are greater than their initial margins or option premiums would suggest, meaning that a small investment in derivatives could have a large potential impact on a Fund’s performance. Derivatives are also subject to various other types of risk, including market risk, liquidity risk, structuring risk, counterparty financial soundness, credit worthiness and performance risk, legal risk and operational risk. For example, a Fund could experience losses if the market for a derivative in its portfolio is, or suddenly becomes, illiquid or if there is legal uncertainty regarding its rights under the agreement governing the derivative instrument. The regulation of derivatives is evolving globally, and significant changes in such regulation have been enacted or proposed. As more fully described in the Funds’ Memoranda, while there may be benefits to such increased regulation, it may also result in increased costs or margin requirements for transacting in derivatives and could make derivative markets less liquid and more volatile, particularly in the short term while there is uncertainty regarding the impact of
the regulation. In some cases, particularly with respect to hedging arrangements in OTC contexts, a Fund will be exposed to the risk that losses on a hedge position will reduce such Fund’s earnings and funds available for distribution to the investors and that such losses may exceed the amount invested in such instruments. A Fund will also be subject to the risk of a counterparty’s inability or refusal to perform under a hedging contract, or the potential loss of assets held by a counterparty, custodian or intermediary in connection with such hedging. OTC contracts may expose a Fund to additional liquidity risks if such contracts cannot be adequately settled. There is no perfect hedge for any investment, and a hedge may not perform its intended purpose of offsetting losses on an investment and, in certain circumstances, could increase such losses. Certain derivatives, particularly hedging arrangements, may create for the General Partners and/or one of their affiliates an obligation to register with CFTC or other regulator or comply with an applicable exemption. Losses may result to the extent that the CFTC or other regulator imposes position limits or other regulatory requirements on such hedging arrangements, including under circumstances where the ability of a Fund or a portfolio company to hedge its exposures becomes limited by such requirements. The regulation of the derivatives market and derivatives trading has been subject to significant global changes in recent years. Some of those changes have yet to be fully implemented while others are also subject to further updates. While there may be benefits to such increased regulation, it may also result in increased operational burden and/or increased costs or margin requirements for transacting in derivatives. Exchange Traded Funds (“ETFs”) ETFs purchase and sell securities, such as stocks, commodities and bonds (or have exposures to such securities through swaps and other derivative instruments). Some of the ETFs that may be purchased in connection with a Fund’s investments in publicly traded securities may concentrate heavily in a particular asset category or sector. Investors in ETFs generally bear all of their expenses, including fees of the investment adviser and custodian, brokerage commissions and legal and accounting fees. As a result, Fund investors will be paying two levels of advisory compensation, including the advisory fee charged by the investment adviser of any ETFs in a Fund’s portfolio. The foregoing fees and expenses may be expected to result in a higher cost of investment than would be the case if investors were to invest directly in the ETFs in which a Fund invests. As a result, the returns realized by investors from a Fund’s activities will be less than the returns investors would realize from engaging in the same activities directly. Counterparty risk The Funds will be exposed to risks inherent in transacting with various counterparties. For example, the Funds will be exposed to the credit risk of the banks, brokers, dealers, exchanges and other counterparties through which they deal, particularly any prime brokers. The Funds’ prime brokers or other financing counterparties will hold Fund assets, including assets held as collateral for margin loans or other financing provided to a Fund. If a prime broker or counterparty becomes insolvent, the assets and/or collateral of a Fund held by such prime broker or counterparty may not
be recoverable by such Fund. Further, even if such Fund is able to recover a portion of such assets or amounts, such recovery could take a significant period of time. As discussed more fully above in “Derivative instruments generally”, in hedging arrangements in OTC contexts, the Funds will be subject to the risk of transacting with counterparties to a hedging contract, which may expose the Funds to liquidity risks in the event the relevant counterparties refuse to or are unable to perform their obligations thereunder. The Funds are also subject to risk of loss of their assets on deposit with a sub-custodian in the event of the sub-custodian’s bankruptcy, the bankruptcy of any clearing broker through which the broker executes and clears transactions on behalf of the Funds, or the bankruptcy of an exchange clearing house. The local counterparties are subject to various laws and regulations in various jurisdictions that are designed to protect their customers in the event of their insolvency. However, the practical effect of these laws and their application to the Funds’ assets are subject to substantial limitations and uncertainties. Because of the large number of entities and jurisdictions involved and the range of possible scenarios involving the insolvency of a counterparty, it is impossible to generalize about the effect of their insolvency on the Funds’ assets. Investors should assume that the insolvency of any significant counterparty would result in a loss to the relevant Fund(s), which could be material. In the case of the bankruptcy of a broker-dealer through which a Fund deals, such Fund may not be able to fully resume trading for some period of time due to its reliance on the insolvent broker-dealer for exchange connectivity and other services. A Fund’s potential reliance on a few counterparties is likely to be heightened in any new markets where such Fund trades, at least for some period of time following such Fund’s expansion of trading into those markets. Even if a counterparty remains solvent, a Fund may be materially adversely impacted if the counterparty fails to adequately perform its duties and obligations. Suspensions of trading For securities traded on public exchanges, each exchange typically has the right to suspend or limit trading in certain or all securities that it lists. Such a suspension could render it temporarily impossible for a Fund to liquidate its positions, and thereby expose such Fund to losses. In addition, there is no guarantee that non-exchange markets will remain liquid enough for a Fund’s positions to be closed out. Options, futures, swaps and forwards Investments in commodities, futures (including stock index futures) and options contracts involve risks including, without limitation, leverage (e.g., margin is usually only 5% to 15% of the face value of the contract and exposure can be nearly unlimited) and credit risk vis-à-vis the contract counterparty. A Fund’s futures positions may be illiquid because certain commodity exchanges limit fluctuations in certain futures contract prices during a single day by regulations referred to as “daily price fluctuation limits” or “daily limits.” Under such daily limits, during a single trading day no trades may be executed at prices beyond the daily limits, which could prevent a Fund from promptly liquidating unfavorable positions and subject it to substantial losses.
The Funds may (directly or indirectly) buy or sell (write) call options, and when they write options they may do so on a “covered” or an “uncovered” basis. A call option is “covered” when the writer owns securities of the class or tranche and amount of those as to which the call option applies. A Fund’s options transactions may be part of a hedging tactic, i.e., offsetting the risk involved in another securities position. These activities involve risks that can be large, depending on the circumstances. In general, the principal risks involved in options trading can be described as follows, without taking into account other positions or transactions into which a Fund may enter. The Funds may (directly or indirectly) engage in forward trading. Forward contracts and options thereon, unlike futures contracts, are not traded on exchanges and are not standardized; rather, banks and dealers act as principals in these markets, negotiating each transaction on an individual basis. Forward and “cash” trading is substantially unregulated; there is no limitation on daily price movements and speculative position limits are not applicable. Disruptions can occur in any market traded by a Fund due to unusually high trading volume, political intervention or other factors. Market illiquidity or disruption could result in major losses to a Fund. Under the Commodity Exchange Act, as amended, futures commission merchants are required to maintain customers’ assets in a segregated account. To the extent that a Fund engages in futures and options contract trading and the futures commission merchants with whom such Fund (directly or indirectly) maintains accounts fail to so segregate such Fund’s assets, such Fund will be subject to a risk of loss in the event of the bankruptcy of any of its futures commission merchants. A Fund may (directly or indirectly) be the “buyer” or the “seller” in a credit default contract (a “credit default swap agreement” or “CDS”), in which the buyer is obligated to pay the seller a periodic stream of payments over the term of the contract in return for a contingent payment upon the occurrence of a credit event with respect to an underlying reference obligation. Generally, a credit event means bankruptcy, failure to pay or obligation acceleration. If a Fund is a buyer and no credit event occurs, such Fund may lose its investment (or premium) and have no recovery. However, if a credit event occurs, the buyer typically receives full notional value for a reference obligation that may have little or no value. As a seller, a Fund receives a fixed rate of income throughout the term of the contract, which typically is between one month and five years, provided that no credit event occurs. If a credit event occurs, the seller may pay the buyer the full notional value of the reference obligations. Credit default swaps involve greater risks than if a Fund had invested in the reference obligation directly. In addition to general market risks, credit default swaps are subject to liquidity risk and credit risk. Repurchase agreements A Fund may (directly or indirectly) enter into repurchase agreements, by which it buys a security and simultaneously agrees to sell it back later at a predetermined price, or into reverse repurchase agreements, by which such Fund sells a security and simultaneously agrees to buy it back later at a predetermined price. The repurchase date is usually within seven days after initiating the agreement. If the other party to the repurchase agreement or reverse repurchase agreement becomes insolvent or bankrupt, a Fund could experience losses due to insufficient collateralization or due to delays and costs of liquidating the collateral or recovering the securities or payment for
the securities. If, in the meantime, the value of the securities changes, a Fund could experience further losses. Repurchase and reverse repurchase agreements can have effects similar to margin trading and other leveraging strategies. Securities lending The Funds may (directly or indirectly) lend securities to brokers and other institutions. These loans typically are fully collateralized on a daily basis, but the value of the collateral may fall below the value of the loaned securities on any given day. If the other party becomes insolvent or bankrupt, a Fund could experience losses due to insufficient collateralization or due to delays and costs of liquidating the collateral or recovering the securities or payment for the securities. If, in the meantime, the value of the securities changes, a Fund could experience further losses. As a result, such Fund may not be able to fully recover, or recover any, lent collateralized securities. Short-swing liability A Fund may place a director on the board of directors of a public company, or may otherwise become an “insider” with respect to such a company pursuant to Section 16 of the Securities Exchange Act of 1934, as amended from time to time (e.g., acting alone or as part of a group, by acquiring beneficial ownership of more than 10% of certain classes of securities of such a company). As a result, under Section 16, a Fund may be subject to certain additional reporting requirements and may be required to disgorge certain short-swing profits arising from purchases and sales of such securities. Cross-vehicle liability The relevant General Partner also generally is permitted to establish parallel funds, feeder funds, alternative investment vehicles and/or other special purpose vehicles. Accordingly, there is a risk that liabilities of a subsidiary, parallel or other related vehicle of a Fund may not be limited to that particular vehicle and may be required to be paid out of assets of such Fund and/or other parallel funds, feeder funds, alternative investment vehicles or other special purpose vehicles. Non-controlling investments and limited rights as shareholder; co-investment risk; Joint ventures with SoftBank The Funds hold non-controlling minority stakes in a number of privately held companies and, in some cases, to have limited minority protection rights. As is the case with minority holdings in general, such minority stakes will have neither the control characteristics of majority stakes nor the valuation premiums which may be accorded to majority or controlling stakes. Where a Fund holds a minority stake, it may be more difficult for such Fund to liquidate its interests than it would be had such Fund owned a controlling interest in the relevant portfolio company. Moreover, even if the Fund has contractual rights to seek liquidity of the Fund’s minority interests in such portfolio company, it may be very difficult to sell such interests or seek a sale of such portfolio company upon terms attractive to the Fund, especially in cases where the other investors in such portfolio company have different business and investment objectives and goals. In addition, a Fund may invest alongside financial, strategic or other third-party coinvestors (including SoftBank Group) through joint ventures or other entities (especially with
respect to certain investments, such as investments in larger companies), which may have larger or controlling ownership interests in such entities or portfolio companies. In such cases, such Fund will rely significantly on the existing management and board of directors of such companies, which may include representatives of other financial investors with whom such Fund and/or SoftBank Group is not affiliated, and in each case whose interests may at times conflict with the interests of such Fund. Investments alongside co-investors (including SoftBank Group) will involve additional risks that may not be present in investments where a co-investor is not involved, including the possibility that a co-investor or co-investors may have interests or objectives that are inconsistent with those of the applicable Fund or may be in a position to take actions contrary to such Fund’s investment objectives or may have financial difficulties or otherwise default on their obligations, resulting in a negative impact on such investment. A third-party co-investor may be in a position to take (or block) action in a manner contrary to such Fund’s investment objectives, including through the voting of the company’s securities or a disposition of its investment. While SoftBank Investment Advisers expects that the interests of SoftBank Group and the applicable Funds will generally be aligned with respect to any such co-investment, similar potential conflicts of interest may arise with respect to such co-investment between SoftBank Group and the Funds. These risks are heightened by the fact that SoftBank Group, as a parent company of the General Partners and SoftBank Investment Advisers, has access to information and the ability to influence the decisions of the General Partners and SoftBank Investment Advisers in ways that a third-party co-investor cannot. For example, SoftBank Group CEO serves on the investment committee and certain other SoftBank Group personnel may provide services with respect to a Fund. In addition, a Fund may in certain circumstances be liable for the actions of its third-party co-investors. Investments made with third-parties in joint ventures or other entities also may involve carried interests and/or other fees payable to such third-party partners or co-ventures. There can be no assurance that minority shareholder rights will be available to a Fund with respect to any non-controlling investment (including voting rights) or that such rights will provide sufficient protection of a Fund’s interests. Suspensions of trading For securities traded on public exchanges, each exchange typically has the right to suspend or limit trading in certain or all securities that it lists. Such a suspension could render it temporarily impossible for a Fund to liquidate its positions, and thereby expose such Fund to losses. In addition, there is no guarantee that non-exchange markets will remain liquid enough for a Fund to close out positions. Distressed investments A Fund may invest or currently invests in the securities and obligations (including debt obligations that are in covenant or payment default) of companies that have experienced, or are experiencing, significant financial or business difficulties such that they have become subject to bankruptcy or other reorganization, recapitalization and liquidation proceedings and thus involves additional risks. Investments in such companies involve a substantial degree of risk that is generally higher than the risk involved in investing in companies that are not in financial or operational distress. The level of analytical sophistication, both financial and legal, necessary for successful investment in companies experiencing significant business and financial difficulties is unusually high. There is no assurance that a Fund will correctly evaluate the value of assets securing the debt or other obligations, or the prospects for a successful reorganization or similar
action and accordingly such Fund could suffer significant losses on its investments in such companies. In any reorganization or liquidation case relating to a company in which a Fund invests, such Fund may lose its entire investment, may be required to accept cash or securities with a value less than the Fund’s original investment and/or may be required to accept payment over an extended period of time. Distressed company and other asset-based investments require active monitoring and may, at times, require participation by a Fund in business strategy or bankruptcy proceedings. To the extent that a Fund becomes involved in such proceedings, such Fund’s more active participation in the affairs of the bankruptcy debtor could result in the imposition of restrictions limiting the Fund’s ability to liquidate its position in the debtor. Environmental, Social and Governance (“ESG”) Matters SoftBank Investment Advisers maintains an ESG policy and seeks to integrate certain ESG factors into the investment process subject to its fiduciary duty and any applicable legal, regulatory or contractual requirements. While ESG factors are among the many factors SoftBank Investment Advisers will consider in making an investment, there is no guarantee that SoftBank Investment Advisers will successfully implement and make investments in companies that create positive environmental, social or governance impact while enhancing long-term shareholder value and achieving financial returns. To the extent that SoftBank Investment Advisers engages with companies on ESG-related practices and potential enhancements thereto, such engagements may not achieve the desired financial and social results, or the market or society may not view any such changes as desirable. For the avoidance of doubt, however, SoftBank Investment Advisers does not expect to subordinate a Fund’s investment returns or increase a Fund’s investment risks as a result of (or in connection with) the consideration of any ESG factors. Successful engagement efforts on the part of SoftBank Investment Advisers will depend on SoftBank Investment Advisers’ skill in properly identifying and analyzing material ESG and other factors and their impact-related value, and there can be no assurance that the strategy or techniques employed will be successful. Considering ESG qualities when evaluating an investment may result in the selection or exclusion of certain investments based on SoftBank Investment Advisers’ view of certain ESG-related and other factors, which view could ultimately prove to be incorrect, and the risk that SoftBank Investment Advisers’ Funds may underperform other funds that do not take ESG-related factors into account or conversely, could underperform specialized funds that are largely or exclusively focused on sustainable investing principles. Consideration of ESG factors could affect SoftBank Investment Advisers’ exposure to certain companies, sectors, regions, countries or types of investments, which could negatively impact SoftBank Investment Advisers’ performance to the extent there is underperformance in the area of such exposure. ESG factors, issues, and considerations do not apply in every instance and will vary by Fund and investment. Applying ESG goals to investment decisions is qualitative and subjective by nature, and SoftBank Investment Advisers is expected to be subject to competing demands from different investors and stakeholder groups with divergent views on ESG (including the role of ESG factors in the investment process). There is no guarantee that the criteria utilized by SoftBank Investment Advisers or any judgment exercised by SoftBank Investment Advisers will reflect the beliefs or values of any particular investor or group of investors. In evaluating a company, SoftBank Investment Advisers is dependent upon information and data obtained through voluntary or third-party reporting that may be incomplete, inaccurate or unavailable, which could
cause SoftBank Investment Advisers to incorrectly assess a company’s ESG practices and/or related risks and opportunities. In addition, SoftBank Investment Advisers makes investment decisions based on circumstances as they exist at the time the investment is made, and developments that take place subsequent to the investment, where such developments are outside SoftBank Investment Advisers’ control, may not conform to SoftBank Investment Advisers’ expectations around ESG (for example, but not by limitation, concerning a portfolio company’s pivot in its use of technology or its changes to business plan). ESG-related practices differ by region, industry and issue and interpretations of their scope and materiality continue to evolve accordingly, and a company’s ESG-related practices or SoftBank Investment Advisers’ assessment of such practices is likely to change over time. Further, ESG practices are evolving rapidly and there are different principles, frameworks, methodologies, and tracking tools being implemented by other asset managers, and SoftBank Investment Advisers’ adoption and adherence to various such principles, frameworks, methodologies and tools is expected to vary over time. There is also a growing regulatory interest across jurisdictions in improving transparency regarding how asset managers identify and manage financially material ESG risks, as well as how they define and measure ESG performance. At the same time, anti-ESG sentiment has also gained momentum across the U.S., with several states and Congress having proposed or enacted “anti-ESG” policies, legislation, or initiatives or issued related legal opinions. SoftBank Investment Advisers’ consideration of ESG factors could become subject to additional regulation, regulatory scrutiny, penalties or enforcement in the future, and SoftBank Investment Advisers cannot guarantee that its current approach will meet future regulatory requirements, reporting frameworks or best practices, increasing the risk of related enforcement. Compliance with new requirements is expected to lead to increased management burdens and costs. Non-compete arrangements Situations may arise in which a Fund, SoftBank Investment Advisers, the General Partners and/or other members of SoftBank Group may be required to enter into certain non-compete or similar exclusivity arrangements with third parties in order to avoid the acquisition of investments which could compete with other investments or investments held by other Funds. While appropriate protections will typically be sought to limit the scope of such non-compete or exclusivity arrangements (for example, by limiting any non-compete or similar exclusivity arrangements by duration, to specifically identified companies and/or according to specific criteria such as business sector or industry, geographical scope of business operations and/or size of business operations etc.), such non-compete or similar exclusivity arrangements may nonetheless have the effect of restricting the ability of a Fund to pursue certain investment opportunities which may otherwise have been considered as potentially suitable for such Fund. Disclosure of confidential information Some of the interests may be held by investors who are subject to public disclosure requirements, such as public pension plans. The amount of information about such investors’ investments that may be required to be disclosed has generally increased in recent years and that trend may continue. To the extent that confidential information relating to a Fund or its portfolio companies is disclosed, such Fund may be adversely affected. In addition, SoftBank Investment
Advisers may, in order to prevent any such potential disclosure, withhold information otherwise to be provided to such investors. Convertible securities The Funds may invest in or otherwise hold convertible securities, including bonds, debentures, notes and preferred stock, which would entitle such Fund to receive either interest that is paid or accrued on debt or dividends that are paid or accrued on preferred stock, as applicable, until the convertible securities mature or are redeemed, converted or exchanged for a specified amount of common stock of the same or different issuer within a particular period of time at a specified price or formula. The investment value of a convertible security is influenced by changes in interest rates, with investment value declining as interest rates increase and increasing as interest rates decline. The credit standing of the issuer and other factors also may have an effect on the convertible security’s investment value. A convertible security may be subject to redemption at the option of the issuer at a price established in the convertible security’s governing instrument. Any of these factors could have an adverse effect on a Fund’s ability to achieve its investment objective. Junior, unsecured securities A Fund’s strategy may entail acquiring securities that are junior or unsecured instruments. While this approach can facilitate obtaining control and then adding value through active management, it also means that certain Fund investments may be unsecured. The ability of a Fund to influence an issuer’s affairs, especially during periods of financial distress or following insolvency, is likely to be substantially less than that of senior creditors. A Fund may not be able to take steps to protect its investments in a timely manner or at all, and there can be no assurance that the objectives of such Fund or any particular investment will be achieved. In addition, the debt securities in which the Funds will invest may not be protected by financial covenants or limitations upon additional indebtedness, and may have limited liquidity. Laws, government regulations and licensing regimes Each Fund’s portfolio companies will be subject to various laws and regulations pertaining to general corporate business activities and may also be subject to specific regulations and licensing regimes governing certain of their business operations, such as the telecommunications and radio spectrum regulations, which may create financial burdens or restrict the operations of such portfolio companies. Licenses and permits required to provide certain technology related services are subject to various conditions and there is no assurance that portfolio companies will be able to satisfy such conditions. For example, companies may be subject to export controls for software and for incorporating encryption technology into any customer service platforms enabled through mobile applications. Such products incorporating encryption technology may only be exported with the required export authorizations, including by license, a license exception or other appropriate government authorizations (for example, the filing of an encryption registration). In addition, various countries regulate the import of certain encryption technology, including through import permitting and licensing requirements, and have enacted laws that could limit the ability of
companies to offer or distribute their products. Further, U.S. and other jurisdictions’ export control laws and economic sanctions prohibit the shipment of certain products and services to countries, governments and persons targeted by economic sanctions. Such governmental export and import controls could negatively impact SoftBank Investment Advisers and the Funds by impairing the abilities of portfolio companies to compete in international markets or subject them to liability for violations, including possible civil and criminal penalties and repercussions. General risks Changes in the technology landscape A Fund’s future success depends, in part, on SoftBank Investment Advisers’ ability to anticipate, adapt and evolve in response to the fast-paced changes in technology and business models that characterize the sector in which such Fund seeks to invest. SoftBank Investment Advisers expects that new services, technologies and business models will emerge on a continuous basis and that existing services, technologies and business models will also further develop. If SoftBank Investment Advisers or a Fund’s portfolio companies fail to adapt to rapidly changing technological development and consumer tastes, this may have an adverse effect on the business of a Fund’s portfolio companies and investor returns. Furthermore, there can be no assurances that the new technologies SoftBank Investment Advisers and the portfolio companies anticipate will be developed according to expected schedules, that they will perform according to expectations, that common standards and specifications will be achieved or that they will achieve commercial acceptance. Market and economic risks The success of a Fund and its target companies may be materially affected by market, economic and political conditions globally and in the jurisdictions and sectors in which they invest or operate, including factors affecting interest rates, the availability of credit, currency exchange rates, inflation rates, recession, trade barriers and international political circumstances such as wars, terrorist activities or security operations. These factors are outside the control of SoftBank Investment Advisers. These factors have the potential to reduce the availability of potential investment opportunities, and increase the difficulty of modelling market conditions, potentially reducing the accuracy of financial projections. In addition, limited availability of credit for consumers, homeowners and businesses, including credit used to acquire businesses, in an uncertain environment or economic downturn may have an adverse effect on the economy generally and on the ability of a Fund and its portfolio companies to execute their respective strategies and to receive an attractive multiple of earnings on the disposition of businesses. This could adversely affect the liquidity and value of a Fund’s investments and reduce the ability of a Fund to make attractive new investments or extend the time for a Fund to be able to acquire or dispose of investments. In particular, demand for services and products provided by portfolio companies is subject to the performance of global economies, which involve factors beyond a Fund’s control and economic conditions and deterioration of the business climate in the country in which such portfolio company offers products and services and changes in the economic structure attendant on demographic changes, could impact such portfolio
company’s results of operations. During the recent past, several major events, including the global financial crisis in 2008 and 2009, the ensuing sovereign debt crisis in Europe and the more recent deceleration of economic growth in China, have caused increases in volatility in financial and capital markets and weakened economic conditions, particularly in major developed economies. A Fund and its portfolio companies could be adversely affected under difficult economic or market conditions. Such adverse effects may include a requirement for a Fund to pay break-up, termination or other fees and expenses in the event a Fund is not able to complete a transaction (whether due to lenders’ unwillingness to provide previously committed financing or otherwise) and/or the inability of a Fund to dispose of investments at prices that SoftBank Investment Advisers believes reflect the fair value of such investments. The impact of market and other economic events may also affect a Fund’s ability to raise funding to support its investment objective. The Fund intends to invest over time throughout the investment period. If a Fund invests too much of its capital during the peak of the global economic cycle (or the peak of the economic cycle in the jurisdictions in which a Fund and its portfolio companies invest or operate), this may adversely impact the performance of the investments made in that year. A recession, slowdown and/or sustained downturn in the global economy (or any particular segment thereof) could have a pronounced impact on a Fund and could adversely affect a Fund’s profitability, impede the ability of the portfolio companies to perform under or refinance their existing obligations, negatively impact the market for initial public offerings, and impair a Fund’s ability to effectively deploy its capital or realize its investments on favorable terms. In addition, trade wars between countries could increasingly affect the markets and economies. A continuation of this trend could adversely affect global economic conditions and world markets and, in turn, could adversely affect a Fund’s performance. Any of the foregoing event could result in substantial or total losses to a Fund in respect of certain investments or all investments. Financial Institution Risk; Distress Events An investment in a Fund is subject to the risk that one of the banks, brokers, counterparties, clearinghouses, exchanges, lenders or other custodians (each, a “Financial Institution”) of some or all of the Fund’s (or any portfolio company’s) assets fails to timely perform or otherwise defaults on its obligations or experiences insolvency, closure, seizure, receivership or other financial distress or difficulty, similar to that experienced by several banks recently (each, a “Distress Event”). Distress Events can be caused by factors including eroding market sentiment, significant withdrawals, fraud, malfeasance, poor performance, undercapitalization, market forces or accounting irregularities. If a Financial Institution experiences a Distress Event, SoftBank Investment Advisers, any General Partner, the Funds and/or any of the portfolio companies may be unable to access deposits, borrowing facilities or other services, either permanently or for an indeterminate period of time. Although assets held by regulated Financial Institutions in the United States frequently are insured up to stated balance amounts by organizations such as the Federal Deposit Insurance Corporation, in the case of banks, and the Securities Investor Protection Corporation, in the case of certain broker-dealers, amounts in excess of the relevant insurance are subject to risk of total loss, and any non-U.S. Financial Institutions that are not subject to similar regimes pose potentially increased risk of loss. While in recent years governmental intervention has often resulted in additional protections for depositors and counterparties in connection with
Distress Events, there can be no assurance that any intervention will occur, be successful or avoid the risks of loss, substantial delays or negative impact on banking or brokerage conditions or markets. Any Distress Event has a potentially adverse effect on the ability of SoftBank Investment Advisers to manage the Funds and their investments, and on the ability of SoftBank Investment Advisers, any Fund or any portfolio company to maintain operations, which in each case could result in operational burdens, significant losses and unconsummated investment acquisitions and dispositions. Such losses could include: a loss of funds; an obligation to pay fees and expenses in the event a Fund is unable to close a transaction (whether due to the inability to draw capital on a credit line provided by a Financial Institution experiencing a Distress Event, the inability of the Fund to access capital contributions or otherwise); the inability of the Fund to acquire or dispose of investments, including at prices that the relevant General Partner believes reflect the fair value of such investments; and/or the inability of SoftBank Investment Advisers or portfolio companies to make payroll, fulfill obligations and/or maintain operations. If a Distress Event leads to a loss of access to a Financial Institution’s services, it is also possible that SoftBank Investment Advisers will experience operational burdens and expenses, and a Fund or a portfolio company will incur additional expenses and/or delays in putting in place alternative arrangements and/or that such alternative arrangements will be less favorable than those formerly in place (with respect to economic terms, service levels, access to capital or otherwise). There can be no assurance that SoftBank Investment Advisers will be able to exercise contractual remedies under the agreements with Financial Institutions in the event of a Distress Event, or that such remedies will be successful or avoid losses, delays or other negative impacts. The Funds and their portfolio companies are subject to additional risks in the event a Financial Institution utilized by investors of a Fund or suppliers, vendors, service providers or other counterparties of a portfolio company become subject to Distress Events, which could have a material adverse effect on a Fund, its investors or such portfolio companies, including the risk of investor defaults. Many Financial Institutions require, as a condition to using their services (including lending services), that SoftBank Investment Advisers and/or the relevant Fund maintain all or a set amount or percentage of their respective accounts or assets with the Financial Institution, which heightens the risks associated with a Distress Event with respect to such Financial Institutions. Although SoftBank Investment Advisers seeks to do business with Financial Institutions that it believes are creditworthy and capable of fulfilling their respective obligations to the Funds, SoftBank Investment Advisers is under no obligation to use a minimum number of Financial Institutions with respect to any Fund, or to maintain account balances at or below the relevant insured amounts. Pay-to-Play Laws, Regulations, and Policies In light of controversies and highly publicized incidents involving money managers, a number of states and municipal pension plans have adopted so-called “pay-to-play” laws, regulations or policies which prohibit, restrict or require disclosure of payments to (and/or certain contacts with) state and local officials by individuals and entities seeking to do business with state entities, including investments by public retirement funds. The SEC also has adopted rules that, among other things, prohibit an investment adviser from providing advisory services for compensation with respect to a government plan investor for two years after SoftBank Investment
Advisers or certain of its executives or employees make a contribution to certain elected officials or candidates. If SoftBank Investment Advisers or its respective employees or affiliates fails to comply with such “pay-to-play” laws, regulations or policies, such non-compliance could have an adverse effect on the Funds by, for example, providing the basis for the withdrawal of the affected government plan investor. Trade Policy Uncertainty Political leaders in the U.S. and certain European nations have recently been elected on protectionist platforms, fueling doubts about the future of global free trade. The U.S. government has indicated its intent to alter its approach to international trade policy and in some cases to renegotiate, or potentially terminate, certain existing bilateral or multi-lateral trade agreements and treaties with foreign countries, and has made proposals and taken actions related thereto. In addition, the U.S. government has recently imposed tariffs on certain foreign goods, including steel and aluminum, and has indicated a willingness to impose tariffs on imports of other products. Some foreign governments, including China, have instituted retaliatory tariffs on certain U.S. goods and have indicated a willingness to impose additional tariffs on U.S. products. In April 2018, the U.S. government began imposing tariffs on Chinese imports. China, in turn, retaliated with its own tariffs on United States imports. The trade dispute is still developing, and the United States and China—although reaching a preliminary agreement on narrow aspects of trade relations— have yet to reach a compromise. While this dispute has already had negative economic consequences on the U.S. markets, to the extent that this trade dispute escalates into a “trade war” between the U.S. and China, there could be additional significant impacts on the industries in which a Fund participates and other adverse impacts on Fund investments. Moreover, the U.S. government has imposed limitations on whether and how U.S. companies and, under certain circumstances, non-U.S. companies may interact with certain Chinese companies that are potentially important suppliers to, or customers for, U.S. companies, and further such limitations are possible via the addition of such companies to U.S. restricted parties lists, the imposition of licensing requirements for certain emerging and foundational technologies, and changes to the export controls regulations to capture a greater number of items, which could have a materially adverse impact on a Fund’s portfolio companies and their supply chain. Non-U.S. Investments Certain Funds invest, or are expected to invest, a portion of their aggregate capital commitments outside of the U.S. In addition, a Fund may invest in companies that are organized, headquartered or principally operated in the United States that have material subsidiaries or operations in, material sales to or other material exposure to foreign countries. Investments in and/or other material exposure to foreign countries involve certain risk factors not typically associated with investing in U.S. securities, including risks relating to: (i) currency exchange matters, including fluctuations in the rate of exchange between the U.S. dollar and the various foreign currencies in which a Fund’s foreign investments are denominated, and costs associated with conversion of investment principal and income from one currency into another; (ii) differences between the U.S. and foreign securities markets, including potential price volatility in and relative liquidity of some foreign securities markets, the absence of uniform accounting, auditing and financial reporting standards, practices and disclosure requirements and less government supervision and regulation; (iii) certain economic, social and political risks, including
potential exchange control regulations and restrictions on foreign investment and repatriation of capital, the risks of political, economic or social instability, including the risk of sovereign defaults, and the possibility of expropriation or confiscatory taxation; (iv) the possible imposition of foreign taxes on income and gains recognized with respect to such securities; and (v) less developed corporate laws regarding creditors’ rights (including the rights of secured parties), fiduciary duties and the protection of investors. Additionally, the legal systems of some non-U.S. countries lack transparency or could limit the protections available to foreign investors, and a Fund’s investments may be subject to nationalization and confiscation without fair compensation. Furthermore, political and social instability in the country in which a Fund invests could adversely affect such Fund’s investments in such countries. Such instability could result from, among other things, popular unrest associated with demands for improved political, economic, and social conditions and popular unrest in opposition to government policies that facilitate direct foreign investment. Governments of certain of these countries have exercised and continue to exercise substantial influence over many aspects of the private sector. In addition, in some countries there is greater acceptance than in the United States of government involvement in commercial activities, and corruption. Government actions in the future could have a significant effect on economic conditions in such countries, which could affect private sector companies and the return from investments. Exchange control regulations, expropriation, confiscatory taxation, nationalization, restrictions on repatriation of capital, renunciation of foreign debt, political, economic or social instability, or other economic or political developments could adversely affect the assets of a Fund held in a particular country. Furthermore, in spite of SoftBank Investment Advisers’ policies and procedures, portfolio companies and/or their affiliates, particularly in cases where a Fund does not control such portfolio company, may engage in activities that could result in a violation of the U.S. Foreign Corrupt Practices Law (the “FCPA”). Any determination that SoftBank Investment Advisers a Fund or a portfolio company has violated the FCPA, other applicable anti-corruption laws or anti-bribery laws could subject SoftBank Investment Advisers, a Fund or a portfolio company to, among other things, civil and criminal penalties, material fines, profit disgorgement, injunctions on future conduct, securities litigation and a general loss of investor confidence, any one of which could adversely affect SoftBank Investment Advisers’ business prospects and/or financial position, as well as a Fund’s ability to achieve its investment objective and/or conduct its operations. Sanctioned Investors If after subscribing to a Fund a limited partner is included on a list of prohibited persons maintained by a relevant regulatory or governmental authority (including OFAC or equivalent non-U.S. authorities) (a “Sanctions List”), the relevant General Partner will have the sole discretion to determine the resolution, remedy and manner of compliance of the Fund with applicable laws, including without limitation a “freeze” on distributions and/or capital calls from the relevant limited partner and reporting to the relevant authorities. Adverse actions by any such authorities, including temporary or permanent stays or holds on the Fund’s activities, could materially and adversely affect the Funds. CFIUS The actions of the Committee on Foreign Investment in the United States (“CFIUS”), an inter-agency committee authorized to review transactions that could result in control of a U.S.
business by a foreign person and certain other transactions involving foreign investment, may adversely impact the prospects of a portfolio company in the context of mergers with, or acquisitions by, a foreign person. CFIUS may recommend that the President block such transactions, or CFIUS may impose conditions on such transactions, certain of which may materially and adversely affect the Fund’s ability to execute its investment strategy. In addition, the CFIUS process will continue to evolve. In particular, a set of reform measures known as the Foreign Investment Risk Review Modernization Act (“FIRRMA”) was enacted into law and has broadened the jurisdiction of CFIUS with respect to certain investments, including by expanding its reach to investments in certain companies that do not confer potential control over a U.S. business by a foreign person. In addition, certain of the Funds’ investors are non-U.S. investors, and in the aggregate, are expected to comprise a substantial portion of the Funds’ aggregate commitments, which increases both the risk that investments may be subject to review by CFIUS, and the risk that limitations or restrictions will be imposed by CFIUS or other non-U.S. regulators on the Funds’ investments. In the event that restrictions are imposed on any investment by the Funds due to the non-U.S. status of an investor or other related CFIUS or national security considerations, subject to the terms of a Fund’s Governing Documents, the relevant general partner may take such actions as the general partner, in its sole discretion, deems necessary to comply with any CFIUS directive or order. However, there can be no assurance that any restrictions implemented on any such investor will allow the Funds to maintain, or proceed with, any investment or sale of a portfolio company. The outcome of the CFIUS process may be difficult to predict, and there is no guarantee that, if applicable to a portfolio company, the decisions of CFIUS would not adversely impact a Fund’s proposed or actual investment in such company. Moreover, other countries continue to strengthen their own national security investment clearance regimes, and SoftBank Investment Advisers’ investments outside of the U.S. may also face delays, limitations, or restrictions as a result of compliance with these legal regimes. Political, security, natural disaster and other risks Consumer, corporate and financial confidence may be adversely affected by current or future tensions around the world, fear of terrorist activity and/or military conflicts, localized or global financial crises, cyberattacks, natural disasters or other sources of political, social or economic unrest. A Fund’s operations, and those of its portfolio companies, may be damaged or disrupted by such events, which could have a negative effect upon their respective financial performance. Although SoftBank Investment Advisers maintains crisis management and disaster response plans that apply to itself, there can be no assurance that such plans will be adequate in the circumstances, and the occurrence of any such events could make it difficult or impossible for SoftBank Investment Advisers to operate. Due to the fact that significant recovery time could be required to resume operations, the financial condition and results of a Fund and its portfolio companies could be materially adversely affected by the occurrence of any such event. Public Health Emergencies; COVID-19 Pandemics and other widespread public health emergencies, including outbreaks of infectious diseases such as SARS, H1N1/09 flu, avian flu, Ebola and COVID-19, have resulted in historic market volatility and disruptions, and future such emergencies have the potential to materially and adversely impact economic production and activity in ways that are impossible to
predict, all of which may result in significant losses to the Funds. The ultimate impact of any such health emergency — and any resulting decline in economic and commercial activity — on global economic conditions, and on the operations, financial condition and performance of any particular industry or business, is impossible to predict but could have a significant adverse impact and result in significant losses to the Funds. The extent of the impact on the Funds’ and their portfolio companies’ operational and financial performance will depend on many factors, all of which are highly uncertain and cannot be predicted, and this impact may include significant reductions in revenue and growth, unexpected operational losses and liabilities, impairments to credit quality and reductions in the availability of capital. These same factors may limit the ability of the Funds to source, diligence and execute new investments and to manage, finance and exit investments in the future, and governmental mitigation actions may constrain or alter existing financial, legal and regulatory frameworks in ways that are adverse to the investment strategy the Funds intend to pursue, all of which could adversely affect the Funds’ ability to fulfill their investment objectives. They may also impair the ability of portfolio companies or their counterparties to perform their respective obligations under debt instruments and other commercial agreements (including their ability to pay obligations as they become due), potentially leading to defaults with uncertain consequences. In addition, the operations of the Funds, their portfolio companies, the General Partners and SoftBank Investment Advisers may be significantly impacted, or even temporarily or permanently halted, as a result of any such health emergencies, or any measures, restrictions, remote-working requirements and other factors related thereto, including its potential adverse impact on the health of any such entity’s personnel. These measures may also hinder such entities’ ability to conduct their affairs and activities as they normally would, including by impairing usual communication channels and methods, hampering the performance of administrative functions such as processing payments and invoices, and diminishing their ability to make accurate and timely projections of financial performance. Enhanced scrutiny and potential regulation of the private equity industry A Fund’s ability to achieve its investment objectives, as well as the ability of a Fund to conduct its operations, is based on laws and regulations which are subject to change through legislative, judicial or administrative action. Future legislative, judicial or administrative action could adversely affect a Fund’s ability to achieve its investment objectives, as well as the ability of a Fund to conduct its operations. The current regulatory environment in the U.S. may be impacted by future legislative developments, including amendments to key provisions of the Dodd-Frank Act. In that regard, investors should note that any significant changes in, among other things, economic policy (including with respect to interest rates and foreign trade), the regulation of the asset management industry, tax law, immigration policy, and/or government entitlement programs could have a material adverse impact on the Funds and their investments. In addition, the enactment of any reforms of the Advisers Act, and/or other legislation affecting investment advisers, could have an adverse effect on the private investment funds industry generally and on SoftBank Investment Advisers and/or the Funds specifically and may impede the Funds’ ability to effectively achieve their investment objectives.
The SEC has proposed and enacted significant rules governing private fund sponsors that would impact the business of SoftBank Investment Advisers and the Funds. In particular, the SEC has adopted a number of new rules that impose significant changes on private fund advisers and their management of private funds, and the SEC is expected to propose and/or adopt additional rules in the future. Such current and future rulemaking is expected to materially impact SoftBank Investment Advisers and its affiliates, the Funds and/or their investments. In addition, the Funds are expected to bear significant increased costs as a result of such rules, including costs relating to investor reporting and disclosures. Significant time and resources are expected to be required to comply with the new regulations, which potentially will detract from the time and resources dedicated to the Funds. Certain rules are or may become subject to legal challenge from private fund industry groups and others, and to the extent such legal challenges are successful, investors will not be afforded some or all of the protections provided by these rules. On June 5, 2024, the U.S. Court of Appeals for the Fifth Circuit vacated the private fund adviser rules proposed by the SEC in August 2023 in their entirety, and therefore investors and limited partners will not be afforded any protections of such rules unless the SEC is successful in challenging such decision. Currency risk As the Funds are denominated in U.S. Dollars, the Funds may be exposed to changes in the exchange rates related to currencies associated with investments in countries that do not use the U.S. Dollar as their primary currency. The Funds are permitted to seek to partially hedge such currency risk. These hedges, if executed, are typically structured in a series of forward contracts. Accordingly, there is risk that the hedges will not remove all of the risk associated with the amount hedged. In addition, as the hedges will only be partial by design, such Funds may remain at risk for the unhedged amount. Further, there can be no assurance regarding the stability of the U.S. Dollar during the life of the Funds. Hedging A General Partner is authorized (but not obligated) to enter into swaps (including credit default swaps), forward contracts and other arrangements and to invest in ETFs to seek to protect against adverse movements in interest rates and currency exchange rates. Such transactions have special risks associated with them, including the possible bankruptcy, insolvency or default by the counterparty to the transaction and the illiquidity of the instrument acquired by any Fund relating thereto. Although the Funds may benefit from the use of these hedging mechanisms, unanticipated changes in interest rates, debt prices or currency exchange rates, or other factors, may result in a poorer overall performance for the Funds, compared to what each Fund’s performance would have been if it had not entered into hedging transactions, and the costs associated with these arrangements may reduce the returns that a Fund would have otherwise achieved if these transactions were not entered into by such Fund. Similarly, portfolio companies may also enter into hedging transactions in order to hedge risks applicable to them. Such transactions are subject to similar risks to those described above. The Funds are permitted to be exposed to such risks by reason of their investments in the relevant portfolio company.
Short sale transactions A Fund may employ short selling strategies which typically involve selling securities that may or may not be owned by the seller and borrowing the same securities for delivery to the purchaser, with an obligation to replace the borrowed securities at a later date. Short selling allows the investor to profit from declines in the value of securities. In addition, positions that are economically similar to short sales may be established through derivatives trading. In many jurisdictions, a party is required to borrow or locate shares before selling securities short. From time to time, shares will be unavailable for borrowing and, consequently, a Fund will be unable to carry out intended trades. Where SoftBank Investment Advisers is able to execute a short sale on behalf of a Fund, such Fund faces the risk of an unlimited loss, in that the price of the underlying security could increase without limit, exposing the short seller to the unlimited cost of buying those securities to cover the short position. There can be no assurance that the security necessary to cover a short position will be available for purchase. Purchasing securities to close out the short position can itself cause the price of the securities to rise further, thereby exacerbating the loss. Similarly, a short position established synthetically through a derivative could also result in a substantial and possibly unlimited loss if the value of the underlying asset or index actually increases rather than decreases. Equity securities and equity-related securities A Fund’s investment portfolio is expected to contain equity securities and may also contain equity-related instruments, such as stock options and individual stock futures. The value of equity securities varies in response to many factors. Factors specific to an issuer, such as certain decisions by management, lower demand for the issuer’s products or services or even the loss of a key executive, could result in a decrease in the value of the issuer’s securities. Factors specific to the industry in which an issuer participates, such as increased competition or costs of production or negative consumer or investor perception, can have a similar effect. The value of an issuer’s stock can also be adversely affected by changes in financial markets generally, such as an increase in interest rates or decrease in consumer confidence. These factors and others can cause significant fluctuations in the prices of the securities in which a Fund invests and can result in significant losses. Foreign jurisdictions The Funds may have entered into, and may in the future enter into, relationships across multiple jurisdictions which may be subject to foreign laws, foreign regulators including public laws and administrative orders, the possible application of complex tax rules to cross-border investments and the imposition of foreign taxes on income and gains. The ability to enforce or challenge claims may be limited by foreign jurisprudence or administration of any claims or enforcement. Accordingly this may limit a Fund’s ability to enforce claims under such contracts and may have a negative effect on revenues and the value of its investments.
Emerging markets A Fund’s strategy may target investments in emerging markets (other than directly in Latin America). Such investments may include investments in jurisdictions which may be less mature, less liquid and less developed than in the developed capital markets of North America, Western Europe and Japan. There can be significant risks involved in investing in such markets. Such risks include, without limitation: (i) increased risk of nationalization or expropriation of assets or confiscatory taxation; (ii) greater social, economic and political uncertainty, including conflict or social unrest; (iii) increased likelihood of governmental involvement in, and control over, the economy; (iv) governmental decisions to cease support of economic reform programs or to impose central planning of the economy; (v) less extensive regulation of financial and other markets; (vi) greater regulatory uncertainty; (vii) greater volatility, less liquidity and smaller capitalization of markets; (viii) greater volatility in currency exchange rates; (ix) greater risk of inflation; (x) higher dependence on exports and the corresponding importance of international trade; (xi) greater controls on foreign investment and limitations on the realization of investments, repatriation of invested capital and on the ability to exchange local currencies for more easily accessible currencies of developed nations; (xii) less developed corporate laws, including regarding fiduciary duties of officers and directors and the protection of investors; (xiii) longer settlement periods for transactions and less reliable clearance and custody arrangements; (xiv) maintenance of the Fund’s investments with. brokers and securities depositories; (xv) risks associated with differing cultural expectations and norms regarding business practices; (xvi) less developed compliance culture; (xvii) differences in auditing and financial reporting standards, which may result in the unavailability of material information about portfolio companies; (xviii) less developed, reliable or independent judicial systems for the enforcement of contracts or claims; and (xix) threats or incidents of corruption or fraud that may cause the Fund not to pursue certain investments, or to alter certain activities, liquidate certain portfolio investments or liquidate such investments prior to or after the time when SoftBank Investment Advisers would otherwise choose to liquidate to achieve optimal returns, all of which may cause losses or have other negative impacts on a Fund or its portfolio companies. Repatriation of investment income, assets and the proceeds of sales by foreign investors, such as a Fund, may require governmental registration and/or approval in some emerging markets. A Fund could be adversely affected by delays in or a refusal to grant any required governmental registration or approval for such repatriation or by withholding taxes imposed by emerging market countries on interest or dividends paid on financial instruments held by a Fund or gains from the disposition of such financial instruments and other assets. In emerging markets, there is often less government supervision and regulation of business and industry practices, stock exchanges, over-the-counter markets, brokers, dealers, counterparties and issuers than in other more established markets. Any regulatory supervision that is in place may be subject to manipulation or control. Many emerging market countries do not have mature legal systems comparable to those of more developed countries. Moreover, the process of legal and regulatory reform may not proceed at the same pace as market developments, which could result in investment risks. Legislation to safeguard the rights of private ownership may not yet be in place in certain areas, and there may be the risk of conflict among tribal, local, regional and national
requirements or authorities. In certain cases, the laws and regulations governing investments in securities and/or assets may not exist or may be subject to inconsistent or arbitrary application or interpretation. Both the independence of judicial systems and their immunity from economic, political or nationalistic influences remain largely untested in some countries. A Fund may also encounter difficulties in pursuing legal remedies or in obtaining and enforcing judgments in. courts situated in emerging market nations. Changes in law or regulation Changes in law or regulation (or any established interpretation thereof) may result in legal uncertainty and compliance becoming increasingly burdensome and may even require a restructuring of a Fund. Changes in legal, tax and regulatory regimes within the jurisdictions of the respective investments as well as SoftBank Investment Advisers and the Funds may occur during the lives of the Funds. In particular, tax laws may change or be subject to differing interpretations, possibly with retroactive effect, so that the tax consequences of a particular investment or funding structure may change after an investment has been made or the structure has been established with the result that investments held or entities through which they are held may be subject to tax, in each case resulting in returns being reduced. The nature and timing of any change in tax laws that may occur is not clear. The Funds and the entities through which they hold assets will be subject to tax risk and uncertainty in the jurisdictions in which they are established, incorporated or resident for tax purposes and in each jurisdiction where their assets are located. There are currently a number of initiatives in various countries which may result in greater regulation of, or affecting, the management of private funds. It is possible that increased regulation may place limitations and restrictions on the way that the Funds are permitted to operate or the way in which SoftBank Investment Advisers is permitted to manage the Funds, or increase the costs to the Funds and/or SoftBank Investment Advisers of operating their businesses, and this may impact negatively on returns to investors. In addition, SoftBank Investment Advisers may be subject to competition or other regulatory restrictions which arise as a result of investments held by other funds managed by SoftBank Investment Advisers or other members of SoftBank Group. Such restrictions may prevent or otherwise limit a Fund from proceeding with an investment opportunity where the acquisition of the relevant investment would result in a concentration of ownership and/or control by funds managed by SoftBank Investment Advisers or other members of SoftBank Group, or otherwise result in a breach of applicable competition or other regulatory restrictions. Such competition or other regulatory restrictions may reduce the number of investment opportunities available to a Fund or result in a Fund being unable to pursue certain elements of its investment strategy. Changes in legal and regulatory conditions may adversely affect the marketability and financial performance of certain investments and/or could result in one or more investments being subject to increased compliance costs, additional capital expenditures or a requirement to divest certain assets, all of which in turn may affect the distributions which a Fund receives from such investments. SoftBank Investment Advisers can give no assurance that any investment is, and will continue to be, fully compliant with all necessary regulations.
Changes to Benchmark Rates To the extent that a Fund’s investments, borrowing facilities, hedging activities, or other assets or structures are tied to interest rates based on benchmark or reference rates, including the London Interbank Offered Rate (“LIBOR”) which has been discontinued, Secured Overnight Financing Rate (“SOFR”) or other rates (each, a “Benchmark Rate”), the Fund may be subject to certain material risks, including the risk that a Benchmark Rate is terminated, ceases to be published or otherwise ceases to be broadly used by the market. Regulators, central banks, governments and other market participants have transitioned historical instruments and contracts away from LIBOR to new Benchmark Rates. This transition includes the potential to: increase volatility or illiquidity in markets; cause delays in or reductions to financing options for the Funds and their portfolio companies; increase the cost of borrowing; reduce the value of certain instruments or the effectiveness of certain hedges; cause uncertainty under applicable legal documentation; or otherwise impose costs and administrative burdens relating to factors that include document amendments and changes in systems. Future transitions to and from Benchmark Rates have the potential to have similar effects. Secondaries and other General Partner-Led Transactions There continues to be a significant market for secondary sales, General Partner-led transactions, continuation funds, successor fund investments and other transactions, and SoftBank Investment Advisers reserves the right to dispose of (or seek additional capital for) Fund investments through such means. Many of these transactions involve an auction process run by an investment bank and a buyer (or buyer group) that agrees to purchase all or a portion of one or more investments that will continue to be managed by SoftBank Investment Advisers following the transaction. Such transactions are permitted to be undertaken for various reasons, including, for example, to balance competing interests between offering liquidity to existing limited partners and maintaining exposure to an asset where SoftBank Investment Advisers believes there is the potential for additional value generation. Where undertaken, existing limited partners typically are offered certain options relating to receiving liquidity from the transaction or continuing to maintain exposure to the asset, assets or a new portfolio of assets (including a portfolio that combines assets from multiple Funds sponsored by SoftBank Investment Advisers and its affiliates), often on different terms than their original investment in the Fund. However, certain of such transactions are expected to involve: a limited partner investing (or being required to invest) additional capital in the existing Fund and/or other investment vehicles; a greater exposure to one or more particular portfolio companies; and/or a delay in the full liquidation of the Fund’s investment. In other circumstances, even limited partners that elect to continue to hold a direct or indirect interest in the relevant portfolio company will have their interest adjusted as if distributed (i.e., a portion of such interest will be allocated to the relevant General Partner to the extent of its right to receive carried interest, if any), effectively diluting their interests. Each of these transactions has the potential for conflicts between the interests of a Fund or limited partner and those of SoftBank Investment Advisers or any buyer group that typically are not applicable to more traditional investment sales. For example, in circumstances where SoftBank Investment Advisers or an affiliate will continue to manage and receive fees and/or performancebased compensation relating to the subject assets following the transaction (potentially in addition to performance-based compensation earned by the relevant General Partner on the sale of an asset
from an existing Fund in such transaction), their incentives are expected to diverge from those of limited partners who elect to sell their interests. Similarly, there are potential conflicts of interest among the selling Fund, SoftBank Investment Advisers, the relevant General Partner and any buyer group relating to the valuation and consideration offered for the subject investment(s). To the extent SoftBank Investment Advisers requires existing limited partners and/or new buyers to commit capital to a continuation fund or another Fund managed by SoftBank Investment Advisers in addition to the purchase amount paid in a transaction (including commitments to the relevant Fund in specified ratios to the purchase price), such requirement is expected to have a dilutive effect on the purchase price for the selling Fund and its limited partners. There can be no assurance that any such transaction will accurately reflect the fair market value of the investment(s) being sold. Further, the relevant General Partner is expected to be incentivized, including through the possibility of receiving additional compensation, to make investments in portfolio companies with the view of holding such investments for longer periods of time or to make investments that it would not otherwise have made if the possibility of liquidity through a secondary transaction did not exist. Where co- investors historically have been invested in an investment subject to such a transaction, there can be no assurance that they will receive the same liquidity or other options as limited partners in the relevant Fund, and in such circumstances SoftBank Investment Advisers reserves the right to compel co-investors to receive cash or continue to hold an interest in the relevant investment. In other circumstances, certain limited partners will not be permitted to continue to maintain exposure to the asset(s) due to a lack of eligibility to invest in a continuation vehicle under relevant securities, tax or other considerations. Although relevant potential conflicts of interest are disclosed to limited partners and/or the relevant advisory committee prior to the closing of the transaction, there can be no assurance that SoftBank Investment Advisers will successfully identify all conflicts of interest or resolve or mitigate all such conflicts of interest in favor of a Fund or any individual limited partner or group of limited partners. However, SoftBank Investment Advisers reserves the right, in its sole discretion, to determine to engage in such transactions, subject to any approvals required in the relevant Governing Documents. SoftBank Investment Advisers is permitted to seek the consent of the relevant Fund advisory committee(s) to approve conflicts associated with such transactions and accordingly not all limited partners will necessarily be able to approve or disapprove of such transactions. Similar to any prospective sale or disposition of Fund investments, to the extent such transactions are not consummated, the relevant Fund is expected to bear all of the related costs in the absence of an agreement with other parties to bear a portion of such costs. Social Media and Publicity Risk The use of social networks, message boards, internet channels and other platforms has become widespread within the United States and globally. As a result, individuals now have the ability to rapidly and broadly disseminate information or misinformation, without independent or authoritative verification. Any such information or misinformation regarding SoftBank Investment Advisers, the Funds or one or more portfolio companies could have a material and adverse effect on the value of the Funds. United Kingdom (“UK”) Exit from the European Unit (the “EU”) The UK formally left the EU on January 31, 2020 (“Brexit”). After a transition period that ended on December 31, 2020, EU rules ceased to apply in the UK. Although the terms of the UK’s
future relationship with the EU were agreed in a trade and cooperation agreement, the agreement does not include an agreement on financial services and, as a result, UK firms in the financial sector have more limited access to the EU market than prior to Brexit and EU firms similarly have more limited access to the UK, owing to the loss of passporting rights under applicable EU and UK legislation. Alternative arrangements and structures may allow for the provision of cross-border marketing and services between the EU and UK, but these are subject to legal uncertainty and the risk that further legislative and regulatory restrictions could be imposed in the future. As a result of the onshoring of EU legislation in the UK, UK firms are currently subject to many of the same rules and regulations as prior to Brexit. However, the UK government has stated its intention to recast onshored EU legislation as part of UK legislation and regulation, which could result in substantive changes to regulatory requirements in the UK. It remains to be seen to what extent the UK may elect to implement or mirror future changes in the EU regulatory regime, or to diverge from the current EU-influenced regime over time. It is possible that the EU may respond to UK initiatives by restricting third-country access to EU markets. If the regulatory regimes for EU and UK financial services change or diverge further, this could have an adverse impact on any Fund and its investments, including the ability of a Fund to achieve its investment objectives in whole or in part (for example, owing to increased costs and complexity and/or new restrictions in relation to cross-border access between the EU and non-EU jurisdictions). There can be no assurance that any renegotiated laws or regulations will not have an adverse impact on a Fund and its investments, including the ability of a Fund to achieve its investment objectives. The legal, political and economic uncertainty and disruption generally resulting from Brexit may adversely affect both EU- and UK-based businesses, including SoftBank Investment Advisers and Fund portfolio companies, as applicable. Brexit has already led to disruptions in trade as businesses attempt to adapt cross-border procedures and rules applicable in the UK and in the EU to their activities, products, customers, and suppliers. Continuing uncertainty and the prospect of further disruption may also result in an economic slowdown and/or a deteriorating business environment in the UK and in one or more EU Member States. International Conflict Wars and other international conflicts, such as the Israeli-Palestinian conflict and the ongoing military conflict between Russia and the Ukraine has caused disruption to global financial systems, trade and transport, among other things. In response, multiple other countries have put in place sanctions and other severe restrictions or prohibitions on certain of the countries involved, as well as related individuals and businesses. However, the ultimate impact of the these conflicts and their effect on global economic and commercial activity and conditions, and on the operations, financial condition and performance of the Funds or any particular industry, business or investee country and the duration and severity of those effects, is impossible to predict. These conflicts may have a significant adverse impact and result in significant losses to the Funds. This impact may include reductions in revenue and growth, unexpected operational losses and liabilities and reductions in the availability of capital. It may also limit the ability of a Fund to source, diligence and execute new investments and to manage, finance and exit investments in the future. Developing and further governmental actions (military or otherwise) may cause additional disruption and constrain or alter existing financial, legal and regulatory frameworks and systems
in ways that are adverse to the investment strategy which any Fund intends to pursue, all of which could adversely affect the Fund’s ability to fulfill its investment objectives. Litigation risk Disputes or other claims or complaints may arise between the Funds, SoftBank Investment Advisers and counterparties or other third parties in relation to an investment which may lead to litigation, including shareholder class actions. The outcome of such proceedings may materially adversely affect the value of a Fund’s investments and/or the reputation of SoftBank Investment Advisers and/or its affiliates and may continue without resolution for long periods of time. The cost of investigating, bringing or defending such claims and any settlements or judgments may have a negative impact on the Funds. Any litigation may consume substantial amounts of the SoftBank Investment Adviser’s time and attention, which may be disproportionate to the amounts at stake in the litigation. Intellectual property Many portfolio companies will rely on a combination of patent, copyright, trademark and trade secret protection and non-disclosure agreements to establish and protect proprietary rights. There can be no assurance that a Fund or a portfolio company will be able to protect these rights or will have the financial resources to do so, or that competitors will not develop technologies substantially equivalent or superior to a company’s technologies. While piracy adversely affects portfolio company revenue, the impact on revenue from outside the U.S. is significant, particularly in countries where laws are less protective of intellectual property rights. The absence of harmonized patent laws makes it more difficult to ensure consistent respect for patent rights. Reductions in the legal protection for software intellectual property rights could adversely affect portfolio company. If a Fund or portfolio company were unintentionally to infringe on intellectual property rights held by a third party, it may be prevented from using the intellectual property or subjected to claims for compensatory damages or license fees from the third party. Such actions could impact such Fund’s results of operations. On the other hand, if intellectual property held by a Fund or portfolio companies were infringed upon by a third party, such an infringement might have a negative impact on a Fund. Source code is often critical to portfolio companies. If an unauthorized disclosure of a significant portion of source code occurs, a portfolio company could potentially lose future trade secret protection for that source code. This could make it easier for third parties to compete with such portfolio company products by copying functionality, which could adversely affect revenue and operating margins. Unauthorized disclosure of source code could also increase security risks (e.g., viruses, worms, and other malicious software programs that may attack portfolio company products and services). Costs for remediating the unauthorized disclosure of source code and other cyber-security breaches, may include, among other things, increased protection costs, reputational damage and loss of market share, liability for stolen assets or information and repairing system damage that may have been caused. Remediation costs may also include incentives offered to portfolio company customers or other business partners in an effort to maintain the business relationships after a security breach.
Privacy and data protection law compliance risk The adoption, interpretation and application of consumer protection, data protection and/or privacy laws and regulations in the United States, Europe and other jurisdictions (collectively, “Privacy Laws”) could significantly impact current and planned privacy and information security related practices, the collection, use, sharing, retention and safeguarding of personal data and current and planned business activities of SoftBank Investment Advisers, the General Partners, the Funds and/or their portfolio companies, and increase compliance costs and require the dedication of additional time and resources to compliance for such entities. A failure to comply with such Privacy Laws by any such entity or their service providers could result in fines, sanctions or other penalties or litigation, which could materially and adversely affect the results of operations and overall business, as well as have a negative impact on reputation and Fund performance. As Privacy Laws are implemented, interpreted and applied, compliance costs for SoftBank Investment Advisers, the General Partners, the Funds and/or their portfolio companies, are likely to increase, particularly in the context of ensuring that adequate data protection and data transfer mechanisms are in place. Certain jurisdictions, including U.S. states, have proposed, adopted or are considering similar Privacy Laws, which if enacted could impose significant costs, potential liabilities and operational and legal obligations. Such Privacy Laws are expected to vary from jurisdiction to jurisdiction, thus increasing costs, operational and legal burdens, and the potential for significant liability for regulated entities, which could include SoftBank Investment Advisers, the General Partners, the Funds and/or their portfolio companies. Laws and regulations governing the internet The future success of many, if not all, portfolio companies, will depend upon the continued use of the internet as a primary medium for commerce, communication and business services. Changes in laws and regulations related to the internet or changes in the infrastructure of the internet itself may diminish the demand for portfolio companies’ products, including software solutions. Government bodies and agencies have in the past adopted, and may in the future adopt, laws and regulations affecting the use of the internet as a commercial medium. Portfolio companies may be required to modify their products in compliance with or in response to such changes in laws and regulations. Also, U.S. and non-U.S. government bodies and agencies and private organizations may begin to impose taxes, fees or other charges for accessing the internet or for the commerce conducted via the internet. Such charges and regimes could limit the growth of internetrelated commerce or communications generally, and reduce demand for internet-based products and business services. Valuation The Funds will rely on SoftBank Investment Advisers for valuation of their privately held assets and any liabilities. The Funds will primarily hold securities and other assets that will not have readily assessable market values. In such instances, SoftBank Investment Advisers will determine the fair value of such securities and assets in its reasonable judgment, in accordance with its valuation policy (“Global Valuations Policy”), based on various factors and may rely, and has relied, on internal pricing models. Such valuations may vary from similar valuations performed
by independent third parties for similar types of securities or assets. The valuation of illiquid securities and other assets is inherently subjective and subject to increased risk that the information utilized to value such assets or to create the price models may be inaccurate or subject to other error. There is great difficulty in valuing companies with new technology which has no public comparison or equivalent on which to base such valuations. The value of the Funds’ portfolios may also be affected by changes in accounting standards, policies or practices. Due to a wide variety of market factors, and the nature of certain securities and assets to be held by the Funds, there is no guarantee that the value determined by SoftBank Investment Advisers will represent the value that will be realized by the Funds on the eventual disposition of the investment or that would, in fact, be realized upon an immediate disposition of the investments. Investments in portfolio companies by a Fund can, at times, be significantly delayed because of regulatory approvals or other reasons beyond the control of SoftBank Investment Advisers, and there is no guarantee that investments will be consummated in a timely manner. The fair market value of such investments could fluctuate in the time period between the closing of the applicable Fund’s investment in a portfolio company to the date that the investment in such portfolio company is consummated, resulting from adverse economic and/or business conditions with respect thereto. As a result of SoftBank Group’s commitment to the Funds, the valuation of investments would affect the valuation of SoftBank Group’s interest in the Funds, which would indirectly affect SoftBank Group’s enterprise value or/or the price of its stock (and therefore present a corresponding conflict of interest in determining the valuation of investments). Valuations are indicative only and do not necessarily reflect the price eventually obtained in respect of an investment. The absence of transparent data and lack of publicly available information in respect of the investments of the Funds may impact the accuracy with which the investment can be valued. Cybersecurity Risks Recent events have illustrated the ongoing cybersecurity risks to which operating companies are subject, particularly operating companies in historically vulnerable industries such as the food services and retail industries. To the extent that a portfolio company, a Fund, General Partner, SoftBank Investment Advisers or one or more of their respective service providers is subject to cyber-attack or other unauthorized access is gained to such entity’s systems, substantial losses may occur in the form of stolen, lost or corrupted: (i) data or payment information; (ii) financial information; (iii) portfolio company, software, contact lists or other databases; (iv) proprietary information or trade secrets; or (v) other items. If technology systems are compromised, become inoperable for extended periods of time or cease to function properly, SoftBank Investment Advisers, the General Partners, the Funds and/or portfolio companies will likely incur significant time or expense to fix or replace them and to seek to remedy the effects of such issues. The failure of these systems and/or of disaster recovery plans for any reason will cause significant interruptions in SoftBank Investment Advisers’, the General Partners’, the Funds’, portfolio companies’ and/or service providers’ operations, including the ability to make distributions to limited partners, and result in a failure to maintain the security, confidentiality or privacy of sensitive data, including personal information relating to investors (and the beneficial
owners of investors). In certain events, a failure or deemed failure to address and mitigate cybersecurity risks may be the subject of civil litigation or regulatory or other action. The use of internet- or cloud-based programs, technologies and data storage applications generally heightens these risks, and the risks of attack are expected to be heightened in remote work environments. Any of such circumstances could subject a portfolio company, or the relevant Fund, to substantial losses, including losses relating to: misappropriation of assets, intellectual property or confidential information; corruption, deletion or destruction of data; physical damage and repairs to systems; reputational harm; financial losses from remedial actions; and/or disruption of operations. Third parties, including activist, criminal, nation-state or terrorist actors, may also attempt fraudulently to induce portfolio companies or their personnel to disclose sensitive information (including passwords) in order to gain access to data, accounts, funds or other assets, or otherwise to inflict harm. In addition, in the event that such a cyber-attack or other unauthorized access is directed at SoftBank Investment Advisers or one of its service providers holding its financial or investor data, SoftBank Investment Advisers, its affiliates or the Funds may also be at risk of loss, despite efforts to prevent and mitigate such risks under SoftBank Investment Adviser’s policies and practices. Conflicts of Interest The following is a list of certain conflicts of interests applicable to an investment in the Funds. Investors should also consult the applicable Memorandum for a more complete description. However, the following list is not, and is not intended to be, exhaustive. There can be no assurance that SoftBank Investment Advisers will identify, manage or resolve all conflicts of interest and, if managed or resolved, that such conflicts will be managed or resolved in a manner that is favorable to the Funds. SoftBank Group’s broad and wide-ranging activities SoftBank Group engages in a broad spectrum of activities, including investment activities for its own account and for proprietary private investment funds that it manages, and providing transaction-related, legal, management and other services to Funds, SPACs and portfolio companies. In the ordinary course of its business activities, SoftBank Group engages in activities where SoftBank Group’s (including, without limitation, the General Partners’ and SoftBank Investment Advisers’) interests or the interests of its investments likely will conflict with the interests of the investors, notwithstanding SoftBank Group’s direct or indirect participation in the Funds’ investments, in certain circumstances. Without limitation, certain of SoftBank Investment Advisers’ senior and other personnel currently manage, and expect in the future to manage, several other investments similar to those in which a Fund will be investing (which for the avoidance of doubt includes investments of the Proprietary Funds), and expect to direct certain relevant investment opportunities or resources to those investments. Senior and other personnel of SoftBank Investment Advisers reserve the right to manage their own personal investments, whether or not through a formal family office or estate planning structure, to establish trusts, endowments, charitable programs, foundations or similar arrangements, and to pay or receive compensation relating to these arrangements. SoftBank Investment Advisers’ personnel will continue to manage and monitor such investments until their realization. Such other investments that SoftBank Investment Advisers’ personnel expect to
control or manage generally have the potential to compete with companies acquired by a Fund. To the extent an investment opportunity is received that is unsuitable for a Fund in accordance with the Governing Documents, in SoftBank Investment Advisers’ sole discretion, SoftBank Investment Advisers and its personnel reserve the right to refer such opportunity to SoftBank Investment Advisers’ affiliates (including the Proprietary Funds), third parties or to make personal investments in the relevant opportunity. If an investment is made by such persons pursuant to such offer, they will not be required to share in, reimburse or compensate the relevant Fund for due diligence or other expenses (including Broken Deal Expenses). Unless restricted by the Governing Documents, SoftBank Investment Advisers’ personnel are permitted to serve on boards or act in other roles unaffiliated with SoftBank Investment Advisers, the Funds or their portfolio companies, including boards of charitable and educational institutions, public companies, portfolio companies of the Proprietary Funds and former portfolio companies, and receive compensation in connection with such services and roles, none of which will offset or otherwise reduce management fees. SoftBank Investment Advisers has implemented certain policies and procedures that govern the identification, management, monitoring and review of any actual, potential or apparent conflicts of interest, and established a conflicts committee that is responsible for providing global conflicts oversight. While SoftBank Group and SoftBank Investment Advisers will seek to manage any resulting conflicts in an appropriate manner, such transactions or advice could have consequences that are adverse to the interests of the Funds. Subject to the terms of the relevant Governing Documents, SoftBank Investment Advisers will have the power to resolve conflicts of interest, and such resolution will be binding on, the Funds. If any matter arises that SoftBank Investment Advisers determines in its good faith judgment constitutes an actual conflict of interest, SoftBank Investment Advisers will seek to take such actions as it determines in good faith are necessary or appropriate to ameliorate the conflict. Investors should be aware that conflicts will not necessarily be resolved in a manner favorable to the Funds’ or any particular investor’s interests. SoftBank Investment Advisers believes that the significant investment by SoftBank Group in the Funds as well as SoftBank Investment Advisers’ interest in the performance fee and the investment in the Funds of certain members of SoftBank Group’s management, operate to align, to some extent, the interests of SoftBank Group and SoftBank Investment Advisers with the interests of the investors. However, SoftBank Group and its affiliates, including SoftBank Investment Advisers, are not precluded from conducting activities unrelated to the Funds and are not required to devote a specified amount of time and attention to the Funds. The respective investment teams of SoftBank Group and SoftBank Investment Advisers will continue to manage and monitor multiple Funds and investments. SoftBank Group and SoftBank Investment Advisers have economic interests in such Funds and investments and SoftBank Investment Advisers is expected to receive management fees and performance fees relating to these interests on different terms across the Funds. Such Funds and investments over which SoftBank Group or SoftBank Investment Advisers has control or manages have the potential to compete with one another or with the portfolio companies acquired by the Funds. Certain investments will be allocated among the Funds in accordance with the terms of the Governing Documents.
Other Managers SoftBank Group has multiple business lines, including other investment managers acquired or created by SoftBank Group Corp. (excluding SoftBank Investment Advisers) (“Other Managers”) which third parties and other clients have engaged and have the potential to engage in the future for investment advisory and other services. These Other Managers could have direct and indirect interests in the markets in which the Funds also directly and indirectly invest. As a result, in some instances, certain investment opportunities suitable for the Funds could also be suitable for other funds or investment vehicles managed by Other Managers, which includes the Proprietary Funds. As a result of these other business lines, conflicts will arise in allocating management time, personnel, investment opportunities, services or functions, and SoftBank Investment Adviser’s ability to access the expertise of other professionals and resources within SoftBank Group for the benefit of the Funds will be limited. Such access will also be limited by the internal compliance policies of SoftBank Investment Advisers, including, without limitation, information barrier policies, or other legal or business considerations. The activities of the Funds are expected to be constrained as a result of such conflicts. While SoftBank Group maintains ultimate control over these Other Managers, an Other Manager’s respective senior management team is expected to exercise independent investment authority without involvement by SoftBank Investment Advisers. SoftBank Group’s proprietary activities; co-investment opportunities SoftBank Group has made and will make investments for its own account, including through the Proprietary Funds. SoftBank Group currently uses, and expects to continue using, its own balance sheet as a significant source of capital to grow further and expand its business, increase its participation in existing businesses and further align its interest with those of its shareholders. Each of SoftBank Group and Other Managers have sponsored, and SoftBank Group, Other Managers and SoftBank Investment Advisers are expected to sponsor, such Proprietary Funds and make investments in opportunities similar to those in which the Funds invest. As a result of these other investing activities, conflicts will arise between the investors in the Funds and the interests of SoftBank Group as an investor in the Proprietary Funds. Certain personnel, including investment professionals and principals, at SoftBank Investment Advisers (“SoftBank Persons”) will spend a portion of their business time and attention providing services in respect of the Proprietary Funds, which includes pursuing investment opportunities for the Proprietary Funds and assisting in management and investment realization events for such Proprietary Funds’ underlying portfolio investments (“Other Advisory Activities”). In addition, certain SoftBank Persons expect to have responsibilities and duties to Other Advisory Activities, the Proprietary Funds and to SoftBank Group generally, and such SoftBank Persons are likely to devote substantial amounts of their time to such Other Advisory Activities and services in respect of the Proprietary Funds. Therefore, conflicts will arise among the Funds, such Other Advisory Activities, Proprietary Funds and SoftBank Investment Advisers with respect to the allocation of the relevant SoftBank Persons’ time and resources. Such SoftBank Persons have economic interests in such Other Advisory Activities or the Proprietary Funds and investments and receive management fees, carried interest and other compensation relating to these interests. As such, the Proprietary Funds and investments that the SoftBank Persons control or manage have the potential to compete with the Funds or investments acquired by the Funds. Until
such time as SoftBank Investment Advisers is permitted to form another advisory client account, such SoftBank Persons will continue to manage the Funds’ investments, and further will continue to focus on investment activities in relation to the Proprietary Funds, Other Advisory Activities and other opportunities and areas unrelated to the Funds’ investments. SoftBank Investment Advisers believes such conflicts are mitigated by applicable provisions under the Governing Documents that require the devotion of time, personnel and internal resources as necessary to conduct the business affairs of the Funds in an appropriate manner. Moreover, SoftBank Investment Advisers has established a Conflicts Committee that is responsible for ongoing monitoring of conflicts in respect of the Funds and, where authorized by the Governing Documents, refers certain identified transactions where an actual or potential conflict is present to the relevant Fund’s investor advisory committee for review and/or consent. SoftBank Operating Companies and Proprietary Funds are expected to compete with, and in certain instances have interests adverse to, the Funds. Additionally, the Proprietary Funds have in the past invested and continue to invest in similar or the same types of companies, securities, and/or other assets in which the Funds seek to invest. The existence of SoftBank Operating Companies and Proprietary Funds investing in the same or similar investments that are sought to be made by the Funds could, among other adverse consequences, affect the prices of the investments, securities, properties or other assets in which the Funds invest, and will affect the availability of such assets. In such circumstances, SoftBank Group’s interest in maximizing the investment return of its own investments, including Proprietary Funds, or those of SoftBank Operating Companies, raises a conflict of interest in that SoftBank Group and/or SoftBank Investment Advisers could be motivated to allocate more attractive investments to itself, SoftBank Operating Companies and Proprietary Funds and allocate less attractive investments to the Funds. Similarly, depending on underlying market conditions (e.g., scarcity of attractive investment opportunities or those in sectors in which the Funds and the Proprietary Funds invest) or other circumstances, SoftBank Investment Advisers could be motivated to allocate investment opportunities to the Proprietary Funds rather than to the Funds. As such, SoftBank Investment Advisers and its affiliates will, subject to the relevant Governing Documents, allocate certain investment opportunities (pursuant to relevant provisions in Governing Documents) among one or more of the Funds, SoftBank Operating Companies, Proprietary Funds, strategic investors, co-investors (including one or more investors) and SoftBank Group itself on a basis that it determines in good faith is appropriate or desirable, taking into account a number of relevant considerations, including, without limitation: (i) legal, tax and regulatory considerations (including any sanctions, financial crime, adverse media and data breaches considerations); (ii) contractual legal obligations (including any applicable transfer, assignment or minimum hold restrictions relating to the investment opportunity); (iii) portfolio risk and diversification concerns (including the potential for the proposed investment to create an industry, sector, issuer, geographic or currency imbalance in the relevant portfolio); (iv) the specific nature of the investment; (v) the risk-return profile of the investment and the target return profile of a Fund and other relevant persons (bearing in mind that actual returns from an investment may not be in line with any target returns); (vi) the source of the investment opportunity and the existing financing arrangement of the investment opportunity; (vii) the investment strategy, guidelines or restrictions of a Fund and other relevant persons; (viii) the total amount of the proposed investment and the relative amounts of capital available for investment from the Funds
and other relevant persons; (ix) the proposed closing date of the transaction; (x) the remaining life of a Fund and other relevant persons (if applicable); (xi) the nature and extent of involvement in the transaction of the investment advisory professionals that relate to the Funds and other relevant persons; (xii) the operating currency and hedging strategies (if applicable) of a Fund and other relevant persons; (xiii) the liquidity then available or anticipated to become available to a Fund and other relevant persons; (xiv) any pending, potential or anticipated redemption/withdrawal requests in respect of a Fund and other relevant persons; (xv) the management of any actual or potential conflicts of interest; (xvi) information gathered through Know Your Customer obligations including identification of Ultimate Beneficial Owners, Politically Exposed Persons and background checks using publicly available information; and (xvii) any other considerations deemed relevant by SoftBank Investment Advisers and its affiliates. There can be no assurances with respect to the amount of any investment opportunity that will be allocated to the Funds. SoftBank Investment Advisers will determine the allocation of investment opportunities to the Funds in a manner that it believes is fair and equitable and consistent with SoftBank Investment Advisers’ obligations (including, without limitation, its obligations under the Governing Documents) and is expected to take into consideration factors such as those set forth above and in accordance with its allocation policies and procedures (as updated from time to time), but such allocations have the potential to involve a benefit to SoftBank Group. In some circumstances, during the period that a portfolio company is owned by a Fund, it could become a suitable investment for one or more other Funds due to size, revenue, earnings, change in business focus or other characteristics. In the event that the available amount of an investment opportunity in which the Funds will invest exceeds an amount appropriate for the Funds, such excess could also be offered to one or more potential co- investors. SoftBank Investment Advisers’ allocation of investment opportunities among the Funds and Proprietary Funds will not always, and often will not, be proportional. Therefore, such allocations have the potential to be less advantageous to a Fund relative to one or all of the other Funds and Proprietary Funds. While SoftBank Investment Advisers will allocate investment opportunities in a manner that it believes is fair and equitable to the Funds, there can be no assurance that the actual allocation of an investment opportunity, if any, or terms on which the allocation is made, will be as favorable as they would be if the conflicts of interest to which SoftBank Group is potentially subject did not exist. With respect to co-investments, the Proprietary Funds reserve the right to invest alongside investments by the Funds in portfolio companies. There can be no assurance that the terms of, or the return on, a Fund’s investment will be equivalent to or better than, the terms of or the returns obtained by any co-investing Proprietary Fund, including in respect of any category of investments, nor can there be any assurance that any Fund with similar investment objectives, programs or strategies as those of a Proprietary Fund will hold the same positions, obtain the same financing or perform in a substantially similar manner as such Proprietary Fund. SoftBank Group’s interest in maximizing its return on such investments will give rise to a conflict of interests, in particular, but not limited to, circumstances where the SoftBank Group has the ability through its investments in the Proprietary Funds to influence the activities of such companies or encourages a Fund’s portfolio companies to transact therewith. Material conflicts of interest that arise between the Funds, on the one hand, and the SoftBank Group’s investing activities (including through the Proprietary Funds), on the other
hand, generally will be discussed and resolved on a case-by-case basis through conflict monitoring and disclosure mechanisms provided for by the Governing Documents and in place at SoftBank Investment Advisers and the SoftBank Group for ongoing monitoring and identification of conflicts, which in certain instances is expected to include referring such conflicts to the relevant Fund’s investor advisory committee for their review or consent to the relevant transaction. Any such discussions and policies will take into consideration the interests of the relevant parties and the circumstances giving rise to the conflict. Additionally, to implement best practices in the application and monitoring of conflict resolution, the SoftBank Group has established a centralized conflicts review structure that is responsible for providing global conflicts oversight. Fee acceleration SoftBank Investment Advisers reserves the right to enter into agreements with portfolio companies that require the acceleration of future fees payable by a portfolio company upon the sale or public offering of such portfolio company, and an agreed upon value of such fees could be paid to the Funds, the General Partners, or SoftBank Investment Advisers, SoftBank Group and its affiliates at such time. Although such prepaid or accelerated fees generally will be based on the anticipated level and duration of services that the relevant person believes are likely to be provided to the portfolio company over time, they have the potential to differ from the amount that is ultimately incurred with respect to services ultimately provided to such portfolio company. Co-investments Subject to the relevant Governing Documents and SoftBank Investment Advisers’ policies and procedures governing allocations, in the event that SoftBank Group and/or SoftBank Investment Advisers determines that there is a portion of an investment available for co- investment, it will offer opportunity to co-invest in such co-investments based on a range of factors, including, but not limited to: (i) the opportunity to further a relationship with a co-investor that may have indirect long-term benefits to SoftBank Group and/or SoftBank Investment Advisers; (ii) the coinvestor’s ability to enhance the value of the investment; (iii) the co-investor’s ability to make timely, binding decisions; (iv) the co-investor’s ability to participate in follow-on financing rounds; (v) the co-investor’s ability to make investments of scale; (vi) the co-investor’s impact on tax, regulatory, legal and similar considerations; (vii) the co-investor’s prior co- investment experience; (viii) confidentiality concerns that arise in connection with providing a co-investor with specific information relating to an investment opportunity; (ix) SoftBank Group and/or SoftBank Investment Advisers perception of whether an investment opportunity may subject the other investors to legal, regulatory, reporting, or other burdens that make it less likely that the other investor or person would act upon the investment opportunity if offered; (x) SoftBank Group and/or SoftBank Investment Advisers perceptions of its past experiences and relationships with the investor or person, such as the willingness or ability of the investor or person to respond promptly and/or affirmatively to potential investment opportunities previously offered by SoftBank Group and/or SoftBank Investment Advisers and the expected amounts of negotiations required in connection with an investor or person’s commitment (including if a co-investment vehicle has already been formed to facilitate the investment); (xi) the character and nature of the co-investment opportunity (including the potential co-investment amount, structure, geographic location, tax characteristics and relevant industry); (xii) the level of demand for participation in such coinvestment opportunity; (xiii) SoftBank Group and/or SoftBank Investment Advisers evaluation
of whether the profile or characteristics of the potential co-investment party may have an impact on the viability or terms of the proposed investment opportunity and the ability of a Fund to take advantage of such opportunity; (xiv) SoftBank Group and/or SoftBank Investment Advisers perception of the extent to which an investor (or any affiliate thereof) may be a competitor of SoftBank Group, SoftBank Investment Advisers or the Funds; (xv) existence of a formal or informal strategic relationship with the prospective co-investor; (xvi) the size and/or timing of a commitment to a Fund; and (xvii) whether SoftBank Group and/or SoftBank Investment Advisers believes that allocating investment opportunities to an investor or person will help establish, recognize, strengthen, and/or cultivate relationships that may provide indirectly longer-term benefits (including strategic, sourcing or similar benefits) to the Funds and/or SoftBank Investment Advisers and/or SoftBank Group. As a result of the foregoing, not all amounts available to SoftBank Group and/or SoftBank Investment Advisers relating to an investment opportunity that falls within the investment objective of the Funds will necessarily be presented to the Funds. In addition, SoftBank Group and/or SoftBank Investment Advisers could take action on behalf of SoftBank Operating Companies, strategic investors and co-investors that co-invest alongside a Fund that potentially conflict with such Fund’s investment and will not always be resolved to the advantage of the Fund. The records of SoftBank Group and/or SoftBank Investment Advisers, SoftBank Operating Companies, and such other strategic investors and co-investors will not be made available to investors. SoftBank Group’s and/or SoftBank Investment Advisers’ allocation of co-investment opportunities among the persons discussed above often do not, and often will not, result in proportional allocations among such persons, and such allocations have the potential to be more or less advantageous to certain of such persons relative to other such persons. For example, SoftBank Group and/or SoftBank Investment Advisers could be incentivized to offer a co- investment opportunity to certain investors or persons over others based on its economic arrangements with such persons. Separately, certain investors could agree with SoftBank Investment Advisers to have a right to co-invest alongside the Funds. This has the potential to conflict with the interests of other investors, SoftBank Group and/or SoftBank Investment Advisers, and there can be no assurance that such conflicts will be resolved to the advantage of the Funds or investors. Allowing any co-investment generally reduces the amount of the relevant investment opportunity that theoretically could have been taken by the relevant Fund, and SoftBank Investment Advisers expects to be subject to potential conflicts of interest in determining the amount of investment opportunity that should be allocated to the relevant Fund because (i) coinvest opportunities generally appeal to Fund investors and third parties, (ii) to the extent coinvestments made by Fund investors are not subjected to management fees and/or performancebased compensation, co-investments blend the effective rates of compensation paid by such persons in a manner not subject to the “most-favored nation” provisions of a Fund’s Governing Documents and (iii) co-investors’ proportionate share of a particular investment typically is not subject to the management fee offset provisions of a Fund’s Governing Documents. In order to facilitate the acquisition of a portfolio company, a Fund reserves the right to make (or commit to make) an investment in the company with a view to selling a portion of the investment to co65
investors or other persons prior to or following the closing of the acquisition. In such event, the relevant Fund will bear the risk that any or all of the excess portion of such investment may not be sold or may only be sold on unattractive terms, including for example the risk that a portion of the investment will be syndicated at reduced cost, at cost, or at a lower amount at a time when the General Partner believes the value of such investment has appreciated or should be higher than that paid (or willing to be paid) by a co-investor. To the extent such a syndication is made, the General Partner’s interest in limiting a Fund’s exposure to a given investment while providing a potential benefit to co-investors investing at such lower values will give rise to a potential conflict of interest. As a consequence of a failed co-investment syndication process or a co-investment syndication on unattractive terms, the relevant Fund would be required to (i) bear the entire portion of any break-up, topping or other fees, costs and expenses related to such investment (including the proportionate share of such amounts that were expected to have been borne by co-investors), (ii) hold a larger-than-expected investment in such portfolio company, (iii) receive less-than-fairmarket value for the syndicated portion of the investment and/or (iv) be diluted or realize lower than expected returns from such investment. Investments by multiple Funds Additionally, conflicts of interest will arise if a Fund makes an investment in a portfolio company in conjunction with another Fund (which, for the avoidance of doubt, includes Proprietary Funds). For instance, a Fund may not invest through the same investment vehicles, have the same access to credit or employ the same hedging or investment strategies as such other Fund. This likely will result in differences in price, investment terms, leverage and associated costs between the Funds. Additionally, the Funds may be of different duration and/or different or overlapping investment objectives (including return profiles) and SoftBank Investment Advisers, as a result, in such cases, will have conflicting goals with respect to the price and timing of disposition opportunities. Accordingly, there can be no assurance that a Fund’s return on such an investment will be the same as the returns achieved by another Fund. The Funds have, and are expected to, invest in different positions in a portfolio company’s capital structure. Consequently, given the corresponding priorities in the capital structure of a portfolio company, the General Partners and/or SoftBank Investment Advisers expects to face a potential conflict of interest in respect of the advice it gives to, and the actions it takes on behalf of, a Fund, on the one hand, and another Fund, on the other hand. To the extent a Fund holds securities that are different (including with respect to their relative seniority) than those held by another Fund, SoftBank Investment Advisers and its affiliates will be presented with decisions when the interests of the Funds are in conflict and SoftBank Investment Advisers’ duties to the Funds are in conflict. A decision by SoftBank Investment Advisers acting as the manager of a Fund could have the effect of benefiting such Fund (and, incidentally, could also have the effect of benefiting SoftBank Investment Advisers) but will, in some instances, not be in the best interests of, and likely will be adverse to, another Fund. Where the Funds invest in different parts of the capital structure of a portfolio company, their respective interests have the potential to diverge significantly in the case of financial distress of the portfolio company. In addition, it is possible that in a bankruptcy proceeding, a Fund’s interest will be subordinated or otherwise adversely affected by virtue of the involvement and actions of another Fund. In this circumstance, for example, if such portfolio company goes into bankruptcy, becomes insolvent or is otherwise unable to meet its payment obligations to comply with its debt covenants, conflicts of interest
could arise between the holders of different types of securities as to what actions the portfolio company should take. Further, there can be no assurance that a Fund and the other Fund(s) with which it coinvests will exit such investment at the same time or on the same terms. SoftBank Investment Advisers and its affiliates reserve the right to express inconsistent views of commonly held investments or of market conditions more generally. In addition, SoftBank Investment Advisers’ ability to implement a Fund’s strategies effectively has the potential to be limited to the extent that there are any contractual obligations entered into in respect of a shared investment made by another Fund which impose restrictions on the Fund engaging in transactions that SoftBank Investment Advisers may otherwise be interested in pursuing. Subject to the relevant Fund’s Governing Documents, SoftBank Investment Advisers charges management fees, advisory fees, transaction fees, monitoring fees, priority profit share, one-time funding fees and/or performance fees in respect of a Fund. An investor who participates in a Fund would, to the extent that such Fund pays reduced (or no) economics in respect of its investment made outside the Fund, have a higher overall return with respect to the relevant investment than an investor who participates in such investment through only the Fund. Moreover, it is possible that a counterparty, lender or other unaffiliated participant in such a transaction requires or desires facing only one fund entity or group of entities, which have the potential to result in: (i) different financing arrangements for each of the Funds, which will involve distinct counterparties, terms, and leverage levels; (ii) any of the Funds being solely liable with respect to its own and such third party for such other Funds’ share of the applicable obligation; and/or (iii) any of the Funds being jointly and severally liable for the full amount of such applicable obligation, in each case which may result in a Fund and/or the co-investing Fund(s) entering into a back-to-back or other similar reimbursement agreement. In such situations it is not expected that any of the Fund and/or the relevant co-investing Fund(s) would be compensated (or provide compensation to each other) for being primarily liable vis-a-vis such third-party counterparty. Furthermore, as a result of the incurrence of indebtedness on a joint and several or crosscollateralized basis, a Fund may be required to contribute amounts in excess of its pro rata share, including additional capital to make up for any shortfall if such vehicles are unable to repay their pro rata share of such indebtedness. In other circumstances, lenders and other market participants are expected to seek “cross default” rights under which a Fund will be treated as in default under the relevant facility in the event of a default by another Fund or an SoftBank Investment Advisers affiliate relating to their respective lending or other facilities; if any such provision were to be triggered, a Fund’s limited partners could suffer adverse effects resulting from any default by any Fund or an SoftBank Investment Advisers affiliate, whether or not related to the Fund in which such limited partners have invested. In some instances, SoftBank Investment Advisers could (directly or indirectly) cause a Fund to purchase securities from or sell securities and investments to other Funds (including, for the avoidance of doubt, Proprietary Funds) when SoftBank Investment Advisers believes such transactions are appropriate and in the best interests of the Fund. Such transactions create conflicts of interest because, by not exposing such buy and sell transactions to market forces, a Fund will
not always not receive the best price otherwise possible, or SoftBank Investment Advisers might have an incentive to improve the performance of one Fund by selling underperforming assets to another Fund in order, for example, to earn fees. Additionally, in connection with such transactions, SoftBank Investment Advisers, its affiliates and/or their respective professionals could have significant investments, or intentions to invest, in such other Fund that is selling and/or purchasing such an investment, or otherwise have a direct or indirect interest in the investment (such as through certain other participations in the investment). SoftBank Investment Advisers seeks to mitigate such conflicts through the aforementioned conflict monitoring and disclosure mechanisms, as provided for by the Governing Documents and in place at SoftBank Investment Advisers, for ongoing monitoring and identification of conflicts, and in some instances for referral to the relevant Fund’s investor advisory committee for their review or consent to the relevant transaction. SoftBank Investment Advisers is expected to face a variety of potential conflicts of interest when it determines allocations of various fees and expenses among the Funds. SoftBank Investment Advisers, in its sole discretion, will allocate fees and expenses in accordance with the relevant Partnership Agreements and considering such factors as it deems relevant, which could require a Fund to bear any and all expenses incurred in connection with an unconsummated transaction. The Funds generally have different expense reimbursement terms, including with respect to management fee offsets and broken deal fees, which is expected in certain cases to result in the Funds bearing different levels of expenses with respect to the same investment. Investments acquired from SoftBank Group Corp. In determining the performance of a Fund, SoftBank Investment Advisers has made such determination in part on valuations of certain investments that were acquired by such Fund as a portfolio from SoftBank Group Corp. after negotiations between SoftBank Group Corp. and SoftBank Investment Advisers. There is no guarantee that similar opportunities will be available for a Fund in the future or that SoftBank Investment Advisers will be able to successfully implement similar strategies in the future. Outside of the referral obligations described in the relevant Governing Documents, SoftBank Investment Advisers is under no obligation to offer any investments to a Fund. In some instances, the Funds (including Proprietary Funds) have purchased, and are expected to purchase interest in portfolio companies held by SoftBank Group at a price agreed to between SoftBank Group and SoftBank Investment Advisers. There is no guarantee that such transfer will be consummated in a timely manner, and delays can be caused by regulatory approval requirements or other reasons. The fair market value of such investment could fluctuate in the time period between the closing of the applicable Fund’s investment in a portfolio company to the date of the transfer of interests in such portfolio company to a Fund, resulting from adverse economic and/or business conditions with respect thereto. Investment in SoftBank Group assets Subject to the applicable Funds’ Governing Documents, certain Funds have invested, and are expected in the future to invest in, or otherwise acquire interests in existing portfolio companies of another Fund sponsored by SoftBank Investment Advisers and assets in which SoftBank
Operating Companies, SoftBank Group, or any of its affiliates, members, officers, directors, personnel and principals, directly or indirectly, already have an existing interest. An investment by a Fund in any such existing portfolio company or asset could be viewed, especially in hindsight, to have been made based on a non-arm’s length valuation. In particular, in some instances, a Fund’s investment in such portfolio companies or assets could be made at a higher valuation, in a different security, or otherwise on less favorable terms, than the existing investment by such other Fund sponsored by SoftBank Investment Advisers, SoftBank Operating Companies, SoftBank Group, or any of its affiliates, members, officers, directors, personnel and principals (as applicable) in such entities and will benefit their existing investment in such portfolio companies or assets. In addition, this has the potential to have an effect (either positive or negative) on the market value of such Fund’s investments. As described more fully in the applicable Governing Documents, under certain circumstances, the Funds are permitted to make investments in companies that are existing portfolio companies of SoftBank Group, including Proprietary Funds and SoftBank Operating Companies. In such instances, a Fund could become a party (along with a Proprietary Fund and/or one or more SoftBank Operating Companies and other investors, if any) to shareholders’ agreements and similar arrangements with such Proprietary Funds, SoftBank Operating Companies or other investors of such company, which agreements or arrangement could include agreements to vote the relevant Fund’s shares of such company together with the relevant Proprietary Fund, SoftBank Operating Companies, have such Fund, Proprietary Funds and the relevant SoftBank Operating Companies jointly appoint a director of such company, or other similar or related terms concerning the governance of such company. Furthermore, SoftBank Investment Advisers could determine that it is in the best interests of a Fund and its investors for such Fund and one or more Proprietary Funds and SoftBank Operating Companies to negotiate for rights in respect of a common portfolio company on a “pooled” or “aggregated” basis, and to separately provide for the allocation and exercise of such rights in a side agreement between such Fund, Proprietary Funds and SoftBank Operating Companies. To the extent that SoftBank Group or its affiliates, on the one hand, and a Fund, on the other hand, hold investments in common portfolio companies or assets, SoftBank Group will take actions that are likely to conflict with such Fund’s investment and such conflicts are not expected to always be resolved in a manner that is favorable to such Fund. The records of SoftBank Group and its affiliates will not be made available to Fund investors. Additionally, when a Fund invests in the same portfolio company as SoftBank Group or its affiliates (including, for the avoidance of doubt, the Proprietary Funds), even if such Fund and SoftBank Group invest in the same securities, conflicts of interest are likely to still arise. For example, in some instances, subject to conditions set forth in the applicable Memoranda and/or the Governing Documents, that the terms of such investment for SoftBank Group or its affiliates and such Fund will not be the same. Additionally, such Fund and SoftBank Group or its affiliates could have different expected termination dates and/or investment objectives (including return profiles) and SoftBank Group, as a result, could have conflicting goals with respect to the price and timing of disposition opportunities. As discussed more fully in the applicable Governing Documents, in some instances, SoftBank Group will seek to, but is not obligated to, take steps, in certain cases, to structure the terms of an investment in, or governance of, such a jointly-owned company in an attempt to mitigate the potential adverse impact of certain potential conflicts of interest.
Research costs for investments There have, and are expected to be in the future, instances in which SoftBank Group, SoftBank Investment Advisers or one of its affiliates, researches a target company on behalf of a Fund, initially determines not to make such an investment, but eventually makes an investment in such target company through another Fund. Alternatively, SoftBank Investment Advisers reserves the right to make its research available to co-investors or other third parties, and such co-investors or third parties can potentially benefit from SoftBank Investment Advisers’ research and will not typically bear the cost of such research. In these circumstances, SoftBank Investment Advisers or such other Fund will benefit from research by the original investment team researching the investment and/or from costs borne by a Fund in pursuing the potential investment, but will not be required to reimburse a Fund for expenses incurred in connection with such investment. SoftBank Information In connection with its services to the Funds and their investments, SoftBank Investment Advisers, its affiliates and personnel expect to receive the benefit of certain tangible and intangible benefits. For example, in the course of SoftBank Investment Advisers’ operations, including research, due diligence, investment monitoring, operational improvements and investment activities, SoftBank Investment Advisers and its personnel expect to receive and benefit from information, “know-how,” experience, analysis and data relating to Fund or portfolio company (as applicable) operations, terms, trends, market demands, customers, vendors and other metrics (collectively, “SoftBank Information”). In many cases, SoftBank Information will include tools, procedures and resources developed by SoftBank Investment Advisers to organize or systematize SoftBank Information for ongoing or future use. Although SoftBank Investment Advisers expects its Funds and their portfolio companies generally to benefit from SoftBank Investment Advisers’ possession of SoftBank Information, it is possible that any benefits will be experienced solely by other or future Funds or portfolio companies (or by SoftBank Investment Advisers and its personnel) and not by the Fund or portfolio company from which SoftBank Information was originally received. SoftBank Information will be the sole intellectual property of SoftBank Investment Advisers and solely for the use of SoftBank Investment Advisers. SoftBank Investment Advisers reserves the right to use, share, license, sell or monetize SoftBank Information, without offsetting or otherwise reducing management fees, and the relevant Fund or portfolio company will not receive any financial or other benefit of such use, sharing, licensure, sale or monetization. Additionally, expenses relating to the Funds or portfolio companies are expected to be charged using credit cards or other widely available third-party rewards programs that provide airline miles, hotel stays, travel rewards, traveler loyalty or status programs, “points,” “cash back,” rebates, discounts and other arrangements, perquisites and benefits under the available terms of such reward programs. Such programs are expected to vary over time, and any such rewards (whether or not de minimis or difficult to value) generally will inure to the benefit of the personnel participating in the rewards program, rather than the portfolio companies, the Funds or their respective investors; no such rewards will offset or reduce management fees. Contribution of assets by SoftBank Group In order to meet its drawdown obligations with respect to SoftBank Group’s commitment, in some instances, SoftBank Group, has and is expected to, contribute assets to a Fund. In the event
SoftBank Group contributes assets to a Fund, in order to meet its drawdown obligations with respect to SoftBank Group’s commitment, such amounts will not always reflect the current value of such assets, including as a result of fluctuations in any relevant currency exchange rates. Investors should also note that such assets may have been initially sourced and negotiated by SoftBank Group or its affiliates with the view of making such investments for their corporate strategic purposes and not for investments by a Fund. The investment process undertaken with respect to such investments therefore has the potential to be different than if such investments were initially sourced and negotiated for purposes of investment by a Fund. SoftBank Group’s ability to acquire Fund assets Subject to the provisions of the relevant Partnership Agreements, under certain circumstances, SoftBank Group is be permitted to purchase assets from one or more Funds. As described more fully in the applicable Fund’s Memorandum, there can be no assurances that such purchases would result in investors receiving the same returns as would have been the case had the asset been sold to persons unaffiliated with SoftBank Group. Other SoftBank activities; and the SoftBank CEO Conflicts of interest have the potential to arise in allocating time, services, or resources among the investment activities of the Funds and the senior personnel of SoftBank Group. SoftBank Investment Advisers will rely on the experience, relationships and expertise of certain individuals who are members of relevant investment committees, including the CEO of SoftBank Group Corp. and other senior personnel of SoftBank Group. Whilst serving on such investment committee, the CEO will continue to hold the positions of Chairman and CEO of SoftBank Group Corp. and fulfil his commitments and obligations as Chairman and CEO of SoftBank Group Corp. and other senior personnel of SoftBank Group will continue to fulfil the commitments and obligations of their respective positions in SoftBank Group as set forth in the Governing Documents. There can be no assurance that the CEO’s commitments and obligations as Chairman and CEO of SoftBank Group and the commitments and obligations of other senior personnel of SoftBank Group will not affect the CEO’s and the senior personnel’s ability to devote the required business time and attention to the activities of Funds. The CEO and other senior executives of SoftBank Group have invested and expect to invest directly or indirectly in the Funds or in co-investment vehicles that hold interests in portfolio companies held by the Funds. Although SoftBank Investment Advisers believes that these investment structures serve to align the investment interests of the CEO and other senior executives with those of other investors in the Funds, these structures have the potential to also create conflicts of interests related to, among other things, the valuation of Fund holdings, investment or reinvestment of the Funds’ capital commitments, divestment of Fund holdings and the structure and timing of distributions by the Funds. In order to mitigate such conflicts, SoftBank Investment Advisers and its affiliates can recuse the CEO or other senior executives from certain committees or decisions or, in its sole discretion, can seek the input of other limited partners in the Funds, the Funds’ investor advisory committees, or independent third party experts when making certain decisions. There is no assurance that SoftBank Investment Advisers will identify or resolve all conflicts of interest or that such conflicts of interest, if resolved, will be resolved in a manner favorable to any Fund or any particular investor.
Although SoftBank Investment Advisers will devote such time as may be necessary to conduct the business affairs of the Funds in an appropriate manner, SoftBank Group and its affiliates (including SoftBank Investment Advisers) will continue to devote the resources necessary to manage the investment activities of SoftBank Operating Companies, and, therefore, as discussed more fully in each applicable Fund’s Memorandum, conflicts are expected to arise in the allocation of time, services and resources. SoftBank Group and its affiliates are not precluded from conducting activities unrelated to the Funds and are not required to devote a fixed amount of time to any Fund. Each Fund will be required to establish business relationships with its counterparties based on each Fund’s own credit standing. Neither SoftBank Group nor any of its affiliates will have any obligation to allow its credit to be used in connection with a Fund’s establishment of its business relationships, nor is it expected that a Fund’s counterparties will rely on the credit of SoftBank Group or its affiliates in evaluating any Fund’s creditworthiness. Also, as described in the applicable Memorandum, SoftBank Group is likely to be or become subject to contractual or legal obligations in the course of its other activities that prevent it and its affiliates (including the Funds) from entering into certain transactions. In certain cases, SoftBank Investment Advisers will have opportunity (but, subject to any applicable restrictions or procedures in the relevant Governing Documents, no obligation) to identify one or more secondary transferees of interests in a Fund. In such cases, SoftBank Investment Advisers will use its discretion to select such transferees based on suitability and other factors, and unless required by the relevant Partnership Agreement, will determine in its sole discretion whether the opportunity to receive a transfer of Fund interests should be offered to one or more existing Fund investors. SPAC Sponsor Vehicles and Investments Except to the extent prohibited by the relevant Governing Documents, SoftBank Investment Advisers and its personnel are permitted to market, organize, sponsor or act in other capacities (including as director, founder or manager) for other pooled investment vehicles, accounts or SPACs and to receive compensation (including in the form of management fees, performance-based compensation, founders’ equity or similar interests) relating thereto. To the extent SoftBank Investment Advisers, its affiliates and/or personnel establish a Sponsor Vehicle in which the Fund does not participate, conflicts of interest will arise with regard to the allocation of investment opportunities such Sponsor Vehicle identifies and the time and attention such SoftBank Investment Advisers personnel spend on Sponsor Vehicle activities. SoftBank Investment Advisers intends to cause the Funds to acquire investment opportunities that it deems appropriate for such Funds. SPACs are expected to acquire businesses operating in the similar or the same sectors as the Fund’s portfolio companies. While SoftBank Investment Advisers does not generally believe that a SPAC and a Fund will pursue the same investment opportunities, it is possible that certain opportunities that could be viewed as appropriate for a Fund could be appropriate for or pursued by a SPAC. In this regard, allocation decisions in respect of SPACs managed by Sponsor Vehicles controlled by SoftBank Investment Advisers will be determined pursuant to certain internal deliberative processes established within SoftBank Investment Advisers. While the organizational documents of SPACs typically contain waivers of provisions
requiring their sponsors to present to them investment opportunities, SoftBank Investment Advisers, its affiliates and/or personnel may have obligations to pursue certain acquisitions through SPACs where they act as the SPAC sponsor. In the event an investment opportunity is suitable for a SPAC and a Fund, SoftBank Investment Advisers will make an allocation decision as described “The SoftBank Group’s proprietary activities; co-investment opportunities” above. SoftBank Investment Advisers personnel are expected to serve in director, executive or consulting roles with respect to SPACs, which will require a significant portion of their time. In addition, such SPACs have the potential to compete with a Fund’s portfolio companies, and/or compete with a Fund or its portfolio companies for investments (e.g., add-on investments). SPACs also provide SoftBank Investment Advisers personnel with substantial economic incentives, including salaries, bonuses, incentive equity, stock, options, warrants and/or other interests that, depending on the terms of a particular SPAC, may be more favorable than those associated with a single transaction in a Fund. And, several SPACs, when taken as a whole, may provide economic benefits greater than those available to SoftBank Investment Advisers through a Fund. These dynamics reduce such persons’ incentives to dedicate time and resources to the Funds and incentivize them instead to dedicate time and resources to a Sponsor Vehicle or otherwise sponsor SPACs. SoftBank Investment Advisers believes its substantial investment in the Funds and time and attention requirements in the Governing Documents help to mitigate these potential conflicts. Further, SPACs have the potential to conduct activities that give rise to many of the same potential conflicts of interests posed by other investment funds in relation to a Fund as discussed herein, including but not limited to, time and attention, economic incentives, investments by a Fund in conjunction with a SPAC, business combinations, transactions and/or services between a Fund’s portfolio companies and the SPAC, transactions between a Fund and the SPAC, the allocation of investment opportunities and expenses and the sharing of personnel. Additionally, SoftBank Investment Advisers may compensate its personnel with economic interests in a SPAC, regardless of whether such personnel actively work on SoftBank Investment Advisers’ SPAC business, which will create a conflict of interest for such personnel to prioritize their time and attention on such SPAC rather than the Funds. Additional conflicts of interest As described more fully in the applicable Memorandum, under certain limited circumstances, SoftBank Operating Companies, Proprietary Funds, and/or their respective affiliates, members, officers, directors, personnel and principals are expected to invest in different parts of the capital structure of a company or other issuers in which a Fund invests. In such instance, the interests of such persons have the potential to not be aligned with the Funds, which could create actual or potential conflicts of interest or the appearance of such conflicts. In addition, where a Fund, Proprietary Funds, and SoftBank Operating Companies and/or their respective affiliates, members, officers, directors, personnel and principals invest in different parts of the capital structure of a portfolio company, their respective interests have the potential to diverge significantly in the case of financial distress of the company. In addition, it is possible that in a bankruptcy proceeding a Fund’s interest would be subordinated or otherwise adversely affected by virtue of the involvement and actions of SoftBank Group and/or the Proprietary Funds, SoftBank Operating Companies and/or their respective affiliates, members, officers, directors, personnel and principals relating to their investments. In this circumstance, for example, if such portfolio company goes into bankruptcy, becomes insolvent or is otherwise unable to meet its
payment obligations or comply with its debt covenants, conflicts of interest could arise between the holders of different types of securities as to what actions the portfolio company should take. SoftBank Investment Advisers, which is responsible for pursuing each Fund’s investment objectives, is an affiliate of SoftBank Group and has the potential to encounter conflicts where, for example, a decision regarding the acquisition, holding or disposition of an investment is considered attractive or advantageous to SoftBank Group, Proprietary Funds, or SoftBank Operating Companies yet adversely impacts an investment by a Fund. Although SoftBank Investment Advisers generally believes that SoftBank Group’s interests are aligned with those of the Funds’ investors, there is no assurance that SoftBank Investment Advisers will identify or resolve all conflicts of interest and that such conflicts of interest, if resolved, will be resolved in a manner favorable to any Fund or any particular investor. However, SoftBank Investment Advisers actively seeks to identify and address conflicts of interest that could arise between the Funds and SoftBank Investment Advisers and/or its affiliates. As discussed above, SoftBank Investment Advisers has established a Conflicts Committee that reviews potential transactions for conflicts between the Funds and SoftBank Investment Advisers and, in some instances, if authorized by the applicable Governing Documents, makes referrals to the relevant Fund’s investor advisory committee for their review of and consent to the relevant transactions, and if consent is not required, discloses the relevant conflicts in periodic reports to the investor advisory committee. SoftBank Investment Advisers reserves the right to cause a Fund to enter into a transaction whereby the Fund (i) purchases securities from, or sells securities to, SoftBank Group, other Funds managed by SoftBank Investment Advisers or Other Managers (including the Proprietary Funds), or co-investors or co-investment vehicles or (ii) co-invests alongside such other Funds or coinvestors. In some cases, a portfolio company of one Fund will be merged with or into a portfolio company owned by another Fund. Such transactions raise potential conflicts of interest, including where: (i) the investment of one Fund supports the value of portfolio companies owned by another Fund or SoftBank Group, or vice versa; or (ii) the transaction allows SoftBank Investment Advisers or its affiliates to realize a performance fee with respect to such investments. These conflicts are heightened to the extent the relevant securities are illiquid or do not have a readily ascertainable value, and there generally can be no assurance that the price at which such transactions are entered into represent what would ultimately be the underlying investment’s fair value. To the extent required by the relevant Funds’ Governing Documents or otherwise in the sole discretion of SoftBank Investment Advisers, SoftBank Investment Advisers has sought, and reserves the right to, seek to mitigate such conflicts by seeking input from an unaffiliated third party (including the use of a consultant or investment banker paid for by the relevant Fund(s) to opine as to the fairness of a purchase or sale price, whether or not part of a formal fairness opinion, “request for proposal” process, or proposal or quotation provided exclusively for the benefit of SoftBank Investment Advisers) or by obtaining the consent of the relevant Fund(s) (including, where authorized by the applicable Governing Documents, the consent of the relevant Fund’s investor advisory committee, which has extensive approval rights relating to material conflicts and certain related party transactions and therefore generally has extensive visibility into the terms of proposed transactions, or if consent is not required, disclosure to such Fund’s investor advisory committee in periodic reports that identify the relevant conflicts) to such transactions. SoftBank Investment Advisers has, and reserves the right to, determine that the willingness of a third party to make an investment on the same or similar terms demonstrates the fairness of the relevant transaction (including its value) to the Fund under then-current market conditions and therefore determine not to obtain a consent or fairness opinion (except where required by applicable law). SoftBank Investment Advisers
intend that any such transactions be conducted in a manner that it believes to be fair and equitable to each Fund under the circumstances, including a consideration of the potential present and future benefits with respect to each Fund. Further, cross transactions are expected to arise in the context of automatic or other re-balancing of investments among parallel investing entities, and in such circumstances SoftBank Investment Advisers generally will not seek a fairness opinion or advisory committee consent given that such transactions typically are effected close in time to the initial Fund’s investment or pursuant to authorizing provisions in the relevant Partnership Agreements. Subject to the applicable Partnership Agreement, a Fund’s portfolio companies have, and are expected in the future to continue to, form joint ventures with certain JV Partners, or a Fund jointly invests in a prospective investment with a JV Partner, where JV Partners will consult the Fund’s portfolio companies and potential portfolio companies on developing ventures. The structure and economics of such joint ventures are determined on a case-by-case basis. Such structures raise potential conflicts of interest, including where the investment of one Fund supports the value of portfolio companies jointly owned by JV Partners or where the investment of a Fund supports the value of arrangements with JV Partners. Such JV Partners’ compensation generally would not result in additional offsets to any management fee. SoftBank Investment Advisers generally seeks to address and mitigate such conflicts by disclosing the nature of the conflicts to the relevant Fund’s investor advisory committee and, where authorized by the applicable Governing Documents, seeking the consent of such Fund’s investor advisory committee to such transactions. Except to the extent prohibited by the Governing Documents, SoftBank Investment Advisers and its personnel are permitted to market, organize, sponsor or act in other capacities (including as director, founder or manager) for other pooled investment vehicles, accounts or SPACs, the investment or business strategy of which has historically overlapped, and in the future is expected to overlap, with that of the Fund(s), and to receive compensation (including in the form of management fees, performance-based compensation, founders’ equity or similar interests) relating thereto. Subject to any limitations imposed by the Governing Documents and anti“assignment” provisions of the Advisers Act, SoftBank Investment Advisers and its personnel are also permitted to offer, restructure and monetize interests in SoftBank Investment Advisers. Competing interests; allocation of resources As noted above under “SoftBank Group’s proprietary activities; co-investment opportunities”, in some instances, SoftBank Group makes investments on behalf of itself that are competitive to the Fund’s investments. In addition, SoftBank Group has made, and is expected to make, investments that a Fund is prohibited from making pursuant to the terms of the Governing Documents. In providing advice and recommendations to, or with respect to, such investments, and in dealing in such investments on behalf of SoftBank Group, to the extent permitted by applicable law, rules and regulations, including the Advisers Act, SoftBank Group will not always take into consideration the interests of a Fund, its portfolio companies and/or its other investments. Accordingly, such advice, recommendations and dealings have the potential to result in adverse consequences to a Fund or its investments. Conflicts of interest are also expected to arise with respect to the allocation of SoftBank Group’s time and resources between its own investment (including any competing or rejected investments) on the one hand, and a Fund, its portfolio
companies and its other investments, on the other hand. In addition, in providing services in respect of such competing or rejected investments, SoftBank Group often comes into possession of information that it is prohibited from acting on (including on behalf of a Fund) or disclosing as a result of applicable confidentiality requirements or applicable law, even though such action or disclosure would be in the interests of a Fund. To the extent not restricted by confidentiality requirements or applicable law, SoftBank Group reserves the right to apply experience and information gained in providing services to portfolio companies and other investments of a Fund to provide services to competing or rejected investments and/or investments or portfolio companies of SoftBank Group, which have the potential to have adverse consequences for a Fund or its investments (see also “Limitations on information sharing within SoftBank Group” below). In certain instances, personnel of SoftBank Investment Advisers also perform services for SoftBank Group and SoftBank Operating Companies. SoftBank Investment Advisers maintains policies and arrangements to promote operational separateness between SoftBank Group and SoftBank Investment Advisers (see “Limitations on information sharing within SoftBank Group” below). The policies and procedures reduce positive synergies that the Funds, and ultimately their investors, could otherwise expect. In some instances, SoftBank Group personnel (including, for the avoidance of doubt, current or former SoftBank Investment Advisers personnel) and other consultants are expected to serve on the boards of portfolio companies and in such capacity be paid by the applicable portfolio companies with any form of compensation, including directors’ fees, which could be retained in whole or in part by the relevant individuals. SoftBank Group personnel and other consultants can also serve as directors or interim executives of, or otherwise be associated with, companies that are competitors of portfolio companies of a Fund, including companies that are competing or rejected investments in which SoftBank Group or its affiliates invest. In such cases, such individuals will, at times, be subject to fiduciary and other obligations to make decisions that they believe to be in the best interests of the relevant companies. In most cases involving a Fund’s portfolio companies, given that a Fund would generally be a significant investor in such companies, the interests of a Fund and its portfolio companies would generally be expected to be aligned, although this will not always be the case, particularly if portfolio companies are likely to be in financial difficulty. It would also be expected that the interests of a competitor company (including companies that are competing or rejected investments in which SoftBank Group or its affiliates invest) would often not be aligned with those of a Fund or such Fund’s portfolio companies. This has the potential to result in a conflict between the relevant individual’s obligations to a portfolio company or such competitor company and the interests of a Fund. Such conflict could be addressed to the detriment of the competitor company and the interests of a Fund, or vice versa. In some circumstances, having SoftBank Group personnel serve as directors or interim executives of a portfolio company of a Fund or another company (including, for these purposes, any SoftBank Operating Companies or companies that are competing or rejected investments in which SoftBank Group or its affiliates invest) has the potential to restrict the ability of a Fund to invest directly in an investment opportunity that also constitutes an investment opportunity for such company. It is additionally highly likely that businesses owned by a Fund will enter into commercial agreements or other transactions with SoftBank Operating Companies in pursuit of synergies. There can be no certainty that these synergies will ultimately be achieved, or that the net results of
such agreements and transactions in the aggregate will ultimately benefit the Fund. Please see “Portfolio company relationships” below for additional information. Portfolio company relationships In some circumstances, a Fund and/or its portfolio companies have been, and are expected in the future to be, counterparties or participants in agreements, transactions or other arrangements, including IP licensing and commercial lending, with one another or other SoftBank Operating Companies that, although SoftBank Investment Advisers has determined them to be consistent with the requirements of the relevant Governing Documents, would not have otherwise been entered into but for the affiliation with SoftBank Group and which have the potential to involve fees and/or payments for goods and services to such SoftBank Operating Companies or SoftBank Group that are not subject to any management fee offset provisions. With respect to transactions or agreements with the Fund or portfolio companies, at times, if unrelated officers of a portfolio company have not yet been appointed, SoftBank Investment Advisers could be negotiating and executing agreements between a Fund, on the one hand, and SoftBank Operating Company, on the other hand, which have the potential to entail a conflict of interest in relation to efforts to enter into terms that are arm’s length. In most cases, the relevant Fund(s) will not consent, participate in the negotiations or be directly involved in such arrangements. Among the measures SoftBank Investment Advisers is expected to use to mitigate such conflicts is to involve outside counsel reviewing and advising on such agreements and providing insights into commercially reasonable terms or, where authorized by the applicable Governing Documents, obtaining the consent of the relevant Fund investor advisory committee’s consent to the conflicts, or if consent is not required, disclosing such conflicts to the such investor advisory committee in periodic reports. Any such arrangements will give rise to significant conflicts of interest. For example: (i) while SoftBank Investment Advisers could have an incentive to direct a Fund or a Fund’s portfolio companies to enter into such arrangements, there can be no guarantee that such arrangements will have a positive impact on such portfolio company, or that they will produce results better than those that could have been achieved by similar arrangements with unaffiliated parties; (ii) SoftBank Investment Advisers could be less incentivized to direct a Fund or such Fund’s portfolio companies to pursue remedies and enforce rights against a SoftBank Operating Company as compared to an unaffiliated counterparty; (iii) SoftBank Investment Advisers have the potential to be incentivized to direct a Fund or a Fund’s portfolio companies to utilize a SoftBank Operating Company in order to support such entity, benefit or reduce amounts owed by the other users of or purchasers from such entity, and/or benefit of SoftBank Group, including by generating fees or other compensation paid to such SoftBank Operating Company (which will not offset the management fee or be paid by a Fund); and (iv) SoftBank Investment Advisers could be incentivized to direct a Fund or such Fund’s portfolio companies to agree to more favorable compensation terms with a SoftBank Operating Company than with an unaffiliated counterparty. Any such SoftBank Operating Company could also be acquired by one or more third parties, which could reduce or eliminate any benefits a Fund and its portfolio companies previously received by virtue of its prior affiliation. Any compensation paid by a Fund or such Fund’s portfolio companies will not offset or reduce the management fee.
Relationships with Fund investors As described more fully in the applicable Memorandum, a Fund investor or its affiliate(s) can be expected to provide services directly to, enter into financial transactions with, or otherwise do business with SoftBank Investment Advisers, its affiliates or one or more portfolio companies, and/or may enter into relationships with one or more Funds or portfolio companies in addition to the investor’s Fund investment. Similarly, persons with whom SoftBank Investment Advisers, its affiliates or one or more portfolio companies have existing business or financial relationships could subsequently invest in one or more Funds. Such relationships and activities subject SoftBank Investment Advisers to conflicts of interest to the extent that its (and/or its affiliates’) financial and/or business interests with respect to the relevant Fund investor are not aligned with the interests of one or more Funds or portfolio companies. Although SoftBank Investment Advisers could in some circumstances have an incentive to favor a Fund investor with whom it has a business relationship in making decisions on behalf of one or more Funds, it is SoftBank Investment Advisers’ intention to consider the investment objectives of a Fund and its investors as a whole and not the individual interests of investors. Side letters SoftBank Investment Advisers and/or its affiliates reserve the right to enter into Side Letters with certain investors in a Fund providing such investors with different or preferential rights or terms, including, but not limited to, different fee structures or arrangements (including discounted or rebated compensation terms, modified waterfall mechanics and/or modification of SoftBank Investment Advisers’ compensation), information rights, specialized reporting, priority co-investment rights or targeted co-investment amounts, rights to serve on the Fund’s advisory committee, liquidity or transfer rights, confidentiality protections and disclosure rights, modification of default remedies, as well as economic, procedural and other terms, many of which will not be subject to the “most-favored nation” provisions of a Fund’s Governing Documents. SoftBank Investment Advisers is likely to have its own economic and/or other business incentives to provide certain terms to certain limited partners, e.g., based on commitment amount to a Fund or the timing thereof, the ability of a limited partner to provide sourcing or other services to SoftBank Investment Advisers, its affiliates and personnel or the Funds, or the potential to establish, recognize, strengthen or cultivate relationships that have the potential to provide longerterm benefits to SoftBank Investment Advisers, its affiliates and personnel, or the Funds. Further, Side Letters also are expected to relate to strategic relationships under which an investor agrees to make commitments to multiple Funds. Except in the circumstances and on the timing required by Governing Documents and/or applicable law, other investors will not receive copies of Side Letters or related provisions, and as a general matter, the other investors have no recourse against a Fund, SoftBank Investment Advisers, the relevant General Partner or any of their affiliates in the event that certain investors have received additional and/or different rights and/or terms as a result of such Side Letters. Side Letters subject SoftBank Investment Advisers to potential conflicts of interest, including in circumstances where an investor’s right to serve on the relevant Fund’s advisory committee results in the investor receiving additional information relative to other investors. To the extent an investor is subject to statutory or other limitations on indemnification, or otherwise negotiates rights relating thereto, other investors have the potential to be subject to increased losses, or be required to bear an increased portion of indemnification amounts. Other
Side Letter rights are likely to confer benefits on the relevant limited partner at the expense of the relevant Fund or of limited partners as a whole, including in the event that a Side Letter confers additional reporting, information rights and/or transfer rights, the costs and expenses of which are expected to be borne by the relevant Fund. As a consequence of one or more limited partners being excused or excluded, or from regulatory, tax or other factors altering or limiting their participation in investments or ability to bear certain liabilities or obligations, the aggregate returns realized by participating or nonparticipating limited partners could be adversely affected in a material manner by the unfavorable performance of particular investments; similar considerations apply in the event a limited partner defaults on a drawdown in respect of an investment. Although SoftBank Investment Advisers believes it to be unlikely, excuse or other rights requested or received by one or more limited partners (or such regulatory, tax or other factors applicable to such limited partners) representing a substantial percentage of a Fund have the potential to create significant variations in limited partner investment returns or exposures to liabilities or obligations, or to influence or affect the investment strategy and pursuit of investment opportunities on behalf of the relevant Fund as a whole. A limited partner’s voting rights for regulatory or other reasons can be limited in circumstances specified in the Governing Documents; conversely, a limitation on one or more limited partners’ voting rights generally will increase the voting rights percentage of other limited partners in the relevant Fund. Further, limited partners with different domiciles or tax categorizations could receive different investment returns or amounts of tax basis and/or pay different levels of expenses, e.g., based on tax savings or ownership of alternative investment vehicle, “blocker” or other structures used to facilitate their investments in, through or below a Fund. Limited access to information Investors’ rights to information regarding a Fund, the relevant General Partner or SoftBank Investment Advisers generally will be specified, and in many cases strictly limited, by the Governing Documents. In particular, it is anticipated that the General Partner and its affiliates will obtain certain types of material information from or relating to a Fund’s investments that will not be disclosed to limited partners because such disclosure is prohibited, including as a result of contractual, legal or similar obligations outside of SoftBank Investment Advisers’ control. Decisions by SoftBank Investment Advisers or its affiliates to withhold information has the potential to have adverse consequences for limited partners in a variety of circumstances. For example, a limited partner that seeks to transfer its interest in a Fund could have difficulty in determining an appropriate price for such interest. Decisions to withhold information could also make it difficult for a limited partner to monitor SoftBank Investment Advisers and its performance. Additionally, it is anticipated that limited partners that designate representatives to participate on a Fund’s advisory committee generally will, by virtue of such participation, have more or earlier information about a Fund and its investments in certain circumstances than other limited partners. Limited partners generally will bear the expenses of responding to disclosure requests, including in connection with state public records, similar freedom of information and other laws, whether or not the relevant Fund succeeds in asserting confidentiality for requested documents and other materials, and SoftBank Investment Advisers reserves the right to withhold certain information from investors subject to such laws for reasons relating to SoftBank Investment Advisers’ public reputation, business strategy or other reasons.
Limitations on information sharing within SoftBank Group As a consequence of SoftBank Group Corp. holding a controlling interest in SoftBank Investment Advisers, the status of SoftBank Group Corp. as a public company, and extensive operations of SoftBank Group Corp. and its affiliates, including SoftBank Investment Advisers, such as managing other pooled investment vehicles, accounts, or other investment funds that are formed for the primary purpose of investing in publicly traded securities, and as described more fully in the applicable Memorandum, the officers, directors, members, managers and personnel of SoftBank Investment Advisers reserve the right to take into account certain additional considerations and other factors in connection with the management of the business and affairs of the Funds that would not necessarily be taken into account if SoftBank Group Corp. were not a public company or conducting extensive operations of the kind described above, including, without limitation, information sharing policies and procedures (see “Risks relating to the Funds— Inside information” above). As a result of the extensive operations of SoftBank Group and its affiliates, as well as in connection with officership or directorships of SoftBank Investment Advisers’ and SoftBank Group’s personnel, SoftBank Group frequently comes into possession of confidential or material, non-public information that may be relevant to an investment decision to be made by a Fund. SoftBank Group has adopted information-sharing policies and procedures and has compliance functions to administer such information-sharing policies and procedures and monitor potential conflicts of interest. SoftBank Group’s information-sharing policies and procedures, as well as certain legal, contractual and tax constraints, could significantly limit a Fund’s ability to leverage SoftBank Group’s firm-wide resources to create value for a Fund’s investments. For example, from time to time, SoftBank Group’s investment professionals will be restricted by SoftBank Group’s information-sharing policies, or by law or contract, from sharing information with the SoftBank Investment Adviser professionals responsible for making a Fund’s investment decisions, even where the disclosure of such information would be in the best interests of a Fund. Accordingly, as a result of such restrictions, the investment activities of SoftBank Group’s other businesses have the potential to differ from, or be inconsistent with, the interests of and activities that are undertaken for the account of a Fund and there can be no assurance that a Fund will be able to fully leverage all of the available resources and industry expertise of SoftBank Group’s other businesses. Additionally, in some instances, individuals associated with SoftBank Group will be precluded from providing services to a Fund because of certain confidential information available to those individuals or to other parts of SoftBank Group. The nature of SoftBank Group’s business, the business of its affiliates and SoftBank Investment Advisers’ business, including managing Funds that invest in publicly-traded securities or private placements that become publicly traded, results in their, and their respective members, officers and personnel, receiving material non-public information with respect to publicly held companies or private companies to become publicly traded or otherwise becoming an “insider” with respect to such companies. With limited exceptions, SoftBank Group does not establish information barriers between its internal investment teams. Trading by SoftBank Group, SoftBank Investment Advisers and/or their respective members, officers and personnel on the basis of such information, or improperly disclosing such information, will be restricted pursuant to applicable law and/or internal policies and procedures adopted by SoftBank Group and/or SoftBank Investment Advisers to promote compliance with applicable law. Such restrictions have the potential to adversely impact a Fund, including by restricting a Fund from initiating a transaction or selling an investment which, if such information had not been known to it, would have been
undertaken on account of applicable securities laws or SoftBank Group’s and/or SoftBank Investment Advisers’ internal policies and practices and by preventing the execution of an otherwise advisable purchase or sale transaction in a particular security until such information ceases to be regarded as material non-public information, which could have an adverse effect on the overall performance of such investment. In addition, affiliates of SoftBank Group and/or SoftBank Investment Advisers in possession of such information could be prevented from disclosing such information to SoftBank Group and/or SoftBank Investment Advisers, even where the disclosure of such information would be in the interests of the Fund. SoftBank Group and/or SoftBank Investment Advisers could also be subject to contractual “stand-still” obligations and/or confidentiality obligations that restrict its ability to trade in certain securities on behalf of the Fund. Other entities within SoftBank Group could be subject to similar legal, contractual and tax constraints and operate, and be subject to, similar information-sharing policies and procedures. SoftBank Investment Advisers is expected to come into possession of material non-public information related to SPACs and SPAC issuers. For example, SoftBank Investment Advisers’ personnel could be offered the opportunity to participate on a SPAC issuer’s board of directors, which participation will in many cases provide access to material non-public information. SoftBank Investment Advisers could, as a result of such information, be prohibited from effecting trades on behalf of the Funds due to contractual “stand-still” obligations or other confidentiality obligations and thereby potentially limiting the universe of securities that SoftBank Investment Advisers is permitted to purchase or potentially limiting SoftBank Investment Advisers’ ability to sell such securities on behalf of the Funds until the information has been publicly disclosed or is no longer deemed material. SoftBank Investment Advisers could also be prohibited from voting on behalf of the Funds on a potential business combination between a SPAC and a target company due to its access to material nonpublic information. If SoftBank Investment Advisers declines access to material non-public information regarding a SPAC issuer, SoftBank Investment Advisers will, as a result, base its investment decisions with respect to assets of such SPAC issuer solely on public information, thereby limiting the amount of information available to SoftBank Investment Advisers in connection with such investment decisions. The limited ability to trade investments could adversely affect the investment results of the Funds. Management fee and performance fee Any management fee and performance fee that SoftBank Investment Advisers receives have not been independently negotiated between the Funds and SoftBank Investment Advisers. The existence of any performance fee creates an incentive for SoftBank Investment Advisers to make and cause the Funds to make more speculative investments than they would otherwise make in the absence of such performance-based fees. In addition, as described more fully in the applicable Memorandum, the manner in which SoftBank Investment Advisers’ entitlement to any management fee and performance fee is determined can result in a conflict between its interests and the interests of investors in a Fund with respect to the sequence and timing of disposals of such Fund’s investments. The Partnership Agreements and the Memorandum provide SoftBank Investment Advisers with wide-ranging authority to make determinations, including those related to investment purchases and dispositions (and their timing), valuation and other matters that in each case have the potential to affect SoftBank Investment Advisers’ compensation. In making such
determinations, SoftBank Investment Advisers is subject to potential conflicts of interest. For example, the potential to earn additional compensation creates an incentive for SoftBank Investment Advisers or its affiliates to make investments and to hold investments longer than otherwise would be the case in the absence of the relevant Fund’s management fee and performance fee compensation arrangements. SoftBank Investment Advisers expect to be incentivized to cause a Fund to make, hold, value and/or dispose of investments (and delay or forego a determination that such investments are permanently written off) in order to receive greater ongoing management fees and, potentially, earlier and/or larger performance fee distributions than would otherwise be the case. Where the management fee is calculated taking into account the valuation of an investment, SoftBank Investment Advisers will have incentives to make determinations that result in the continued payment of, or a higher, management fee. Where the relevant Partnership Agreements and the Memorandum do not require management fees to be reduced in connection with investment reorganizations, restructurings, roll-over investments, extraordinary dividends or similar transactions, SoftBank Investment Advisers is incentivized to pursue such transactions. Additionally, the amount of performance fee owed to SoftBank Investment Advisers is dependent in part on the amount and timing of investment dispositions, as well as in certain instances determinations that investments are permanently written off, and SoftBank Investment Advisers expects to be subject to related potential conflicts of interest in determining whether and when to dispose of investments, and make distributions, and/or determine that an investment has been permanently written off, within the requirements of the relevant Partnership Agreements and the Memorandum. SoftBank Group Consultants As described above under “Fees and Compensation”, SoftBank Investment Advisers has engaged and expects in the future to engage SoftBank Group Consultants to provide consulting services to the Funds’ entities or the portfolio companies, including, without limitation, strategic and operational services. To the extent that any such SoftBank Group Consultants are compensated for such services by the relevant Funds or portfolio companies and not by SoftBank Investment Advisers, any such compensation will generally offset any applicable management fee, subject to applicable exceptions, as described in the Partnership Agreements. The fees applied will be in accordance with the Governing Documents and SoftBank Group-wide transfer pricing exercise will be based on market rates and transfer pricing principles. SoftBank Group Consultants generally make use of SoftBank Investment Advisers resources or otherwise are associated with SoftBank Investment Advisers. SoftBank Group Consultants are permitted to receive compensation in the form of profits or equity interests in a portfolio company, incentive equity and stock awards, guaranteed minimums or other incentive-based compensation with respect to a portfolio company, in which case such equity interests or incentive-based compensation have the potential to dilute the equity interests of a Fund in such portfolio company. Any such compensation paid will not offset the management fee. Although the use of SoftBank Group Consultants and the allocation of compensation paid to them by SoftBank Investment Advisers, its affiliates and/or the portfolio companies subjects SoftBank Group Consultants and/or their affiliates to potential conflicts of interest, SoftBank Investment Advisers believe that such potential conflicts have the potential to be reduced by the
anticipated cost savings to portfolio companies (which is expected to be to the benefit of the applicable Fund) that will result if the cost of SoftBank Group Consultants is lower than market rates for the services provided and/or if the services of SoftBank Group Consultants align with SoftBank Investment Advisers model for the portfolio company and improve portfolio company performance. Although SoftBank Investment Advisers seeks to retain SoftBank Group Consultants with a view to reducing costs to portfolio companies (and, ultimately, the Funds) and/or improving portfolio company performance, a number of factors have the potential to result in limited or no cost savings from such retention. SoftBank Investment Advisers also seeks to reduce potential conflicts of interest resulting from such arrangements by structuring compensation packages for such persons in a manner that SoftBank Investment Advisers believes will align such persons’ interests with those of the investors and seeks to retain only SoftBank Group Consultants and service providers which it believes provide a level of service at a value generally consistent with other relevant market alternatives. However, there can be no assurance that no other service provider is more qualified to provide the applicable services or could provide such services at lesser cost. The functions undertaken by SoftBank Group Consultants with respect to a Fund and any of its investments will not be exclusive and SoftBank Group Consultants will perform similar functions and duties for other organizations, including SoftBank Group and its affiliates, which have the potential to give rise to conflicts of interest. SoftBank Group Consultants are permitted to be compensated by SoftBank Group or entities other than the Funds in connection with their services, which can result in conflicts of interest between their obligations to the Funds and the portfolio companies on one hand, and other SoftBank Group entities on the other hand. Management Investment Commitment Personnel and officers or members of SoftBank Group, SoftBank Investment Advisers and its affiliates are expected to make commitments to certain Funds (“Management Participants”, and their commitments “Management Investment Commitment”) through employee investment schemes. In the event of such participation, the interests of such Management Participants will not necessarily be fully aligned with those of other investors (for example, with respect to the availability and timing of liquidity events). It is not expected that the Management Participants will be required to make ‘equalization’ payments to existing investors even though such Management Participants may invest indirectly in a Fund at a subsequent closing. Furthermore, the capital structure of the Management Investment Commitment itself may also be leveraged and as such, the interests of the relevant personnel in a Fund may have a different risk profile which may, in certain circumstances, conflict with the interests of the investors as a whole. In addition, certain of the directors of the General Partners serve on the board of directors of one of the other General Partners or the board of another entity that is general partner of a holding vehicle or a feeder fund within a Fund’s overall structure, which could give rise to conflicts of interest. While the relevant directors will manage such potential conflicts of interest in their discretion in good faith, in compliance with applicable law, and will seek to ensure that the interests of the relevant Fund are represented, there may be limited situations where the directors are required to exercise discretion in their capacity either as directors of the general partner, or of the managing entity of such vehicles, and the interests of a Fund conflict with the interests of the Management Participants. For example, such conflicts are likely to arise in situations where the
vehicle through which the Management Investment Commitment is made is at risk of default or in other situations where a credit shortage has the potential to adversely affect a Fund. Subject to the provisions of the Partnership Agreements, the relevant directors shall be guided by their fiduciary duties to such Fund, as well to the relevant vehicles through which the Management Investment Commitment is made, and will manage such conflict in their discretion and good faith; however, in respect of their role as directors of one of the General Partners, they have incentives to take actions that may have the effect of benefitting the relevant Management Participants (and, incidentally, may also have the effect of benefitting the General Partners, SoftBank Investment Advisers, or any of their respective affiliates), and therefore not in the best interests of the Fund. In addition, as part of the Management Investment Commitment, certain Management Participants in their capacity as personnel may receive information from, or in the course of their employment by, SoftBank Investment Advisers relating to a Fund that is not generally known to other investors and may be able to take actions in their capacity as employees within the affiliates of SoftBank Investment Advisers which are designed to benefit Management Participants in their capacity as investors. Board Representatives The Funds will often seek to obtain the right to appoint one or more Board Representative, or to influence their appointment, and to determine or influence the determination of the board’s composition. A Board Representative frequently approves compensation and other amounts payable to SoftBank Investment Advisers and/or SoftBank Group in connection with services provided by SoftBank Investment Advisers and/or SoftBank Group and its affiliates to the relevant portfolio company, and, except as otherwise offset in accordance with the terms of the Partnership Agreements, are in addition to the management fee and performance fee. SoftBank Investment Advisers’ authority to appoint or influence the appointment of Board Representatives who are expected to be involved in approving compensation payable to SoftBank Investment Advisers and/or SoftBank Group subjects SoftBank Investment Advisers and any such Board Representatives to potential conflicts of interest. Although the interests of the Funds and their portfolio companies are typically closely aligned, in certain circumstances actions that may be in the best interests of a portfolio company may not be in the best interests of the Funds, and vice versa. Board Representatives will consider all relevant facts before coming to a decision or making a recommendation in their capacity. Industry relationships As part of SoftBank Group’s business, the investment committee members, SoftBank Group and its personnel and the senior personnel of SoftBank Investment Advisers have developed many relationships with third parties which have the potential to raise conflicts of interest. Such third parties include investment bankers, lenders, consultants, professional advisers (such as lawyers and accountants), co-investors (which are expected to include investors), current and former directors, SoftBank Operating Companies, members of Operating Partners (defined below), officers and personnel of current and former SoftBank Operating Companies and former personnel and members of SoftBank Group. Certain of these third parties have the potential to: (i) introduce investment opportunities to SoftBank Group or SoftBank Investment Advisers; (ii) arrange for, or facilitate the financing of, the purchase or recapitalization of current and potential
portfolio companies; (iii) introduce portfolio companies to potential acquisition or merger candidates; (iv) facilitate the disposition of portfolio companies; or (v) provide investment banking, valuation, consulting, legal, advisory and/or other services to SoftBank Group, SoftBank Investment Advisers, the Funds or any of their portfolio companies. Such third parties also provide goods or services to or have business, personal, political, financial or other relationships with the investment committee members and the senior personnel of SoftBank Investment Advisers. In addition, such third parties are expected to co- invest in one or more portfolio companies or provide other significant business or investment services to SoftBank Group and/or its operating companies. These relationships have the potential to influence SoftBank Investment Advisers in deciding whether to select or recommend any such third party to perform services for the Funds or a portfolio company. In certain circumstances, advisers and service providers, or their affiliates, will charge different rates or have different arrangements for services provided to SoftBank Investment Advisers as compared to services provided to the Funds and their portfolio companies, which in some cases will result in more favorable rates or arrangements than those payable by the Fund or such portfolio companies. There is a possibility that SoftBank Investment Advisers would favor retention or continuation with one service provider even if a better price and/or quality of service could be obtained from another service provider. In certain circumstances where SoftBank Investment Advisers commits or has committed to seek “market” or “arms-length” rates or terms, SoftBank Investment Advisers will do so in its sole discretion, seeking rates that it has determined in its sole discretion to be reflective of the range of rates in the applicable or related markets. SoftBank Investment Advisers reserves the right to deem third-party investment in a transaction to be verification that the transaction was entered into at a value that is “arms-length.” Consequently, SoftBank Investment Advisers undertakes no minimum amount of benchmarking, and does not represent that any such benchmarking ultimately will be accurate, comparable or relate specifically to the assets, services, geographies or comparable markets to which such rates or terms relate. Where such rates or terms include hourly components, SoftBank Investment Advisers reserves the right to rely on approximations or estimates of time spent for purposes of allocating or charging for services. Any methodology, or choice among methodologies, involves potential conflicts of interest. Whether or not SoftBank Investment Advisers has a relationship with or receive financial or other benefit from recommending a particular service provider, there can be no assurance that no other service provider is more qualified to provide the applicable services or could provide such services at lesser cost. The cost of any services provided by such third parties will generally be borne directly or indirectly by the Funds or their portfolio companies, as applicable. Service providers to the Fund or any portfolio company, including SoftBank Group Consultants and SoftBank Operating Companies, are permitted to receive compensation in the form of profits or equity interests in a portfolio company or other incentive- based compensation with respect to a portfolio company, in which case such equity interests or incentive-based compensation have the potential to dilute the equity interests of a Fund in such portfolio company. Any such compensation paid will not offset or reduce the management fee. SoftBank Investment Advisers and/or its affiliates reserve the right to employ personnel with pre-existing ownership interests in portfolio companies of a Fund or other SoftBank Operating Companies; conversely, former personnel or executives of SoftBank Group and/or
SoftBank Investment Advisers are expected to serve in significant management roles at portfolio companies or service providers recommended by SoftBank Group and/or SoftBank Investment Advisers. Similarly, SoftBank Group and/or SoftBank Investment Advisers and/or each of their personnel maintain relationships with (or could invest in) Financial Institutions, service providers and other market participants, including managers of private funds, banks and brokers. Certain of these persons or entities will invest (or will be affiliated with an investor) in, engage in transactions with and/or provide services (including services at reduced rates) to, SoftBank Group, SoftBank Investment Advisers, and/or the Funds, or other SoftBank Operating Companies; provided that any such services will generally be either provided in the ordinary course of business and on an arm’s length basis. In other circumstances, these vendors are expected to provide personal banking, private wealth or lending arrangements (including lending arrangements with respect to personal investments in or through SoftBank Investment Advisers entities, whether or not relating to financing SoftBank Investment Advisers personnel obligations to fund General Partner commitment obligations) to SoftBank Investment Advisers personnel and their estate planning vehicles. SoftBank Investment Advisers will have a conflict of interest with the Funds in recommending the retention or continuation of a third party service provider to the Funds or their portfolio companies if such recommendation, for example, is motivated by a belief that the use of such service provider or its affiliate(s) could establish, recognize, strengthen and/or cultivate relationships that have the potential to provide longer-term benefits to the Funds, SoftBank Investment Advisers and/or SoftBank Group. Examples of such potential benefits include perceptions that (i) a service provider or its affiliate(s) may invest in the Funds or any future fund managed by SoftBank Investment Advisers or SoftBank Group, (ii) a service provider may provide SoftBank Group and/or SoftBank Investment Advisers with information about markets and industries in which SoftBank Group and/or SoftBank Investment Advisers operates (or is contemplating operations) or (iii) a service provider may provide other services or advantages that are beneficial to SoftBank Group and/or SoftBank Investment Advisers. For example, SoftBank Investment Advisers reserves the right to cause a Fund to make payments to investment banks and/or other intermediaries, all or a portion of which is for the purpose of generating future deal flow for such Fund; however, there can be no assurance that such payments will result in future deal flow, and in certain cases, future deal flow may inure to the benefit of another or a successor Fund rather than the Fund making the payment. SoftBank Investment Advisers will have a conflict of interest in making such recommendations, in that SoftBank Group and/or SoftBank Investment Advisers have an incentive to maintain goodwill between them and the existing and prospective portfolio companies for the Funds and other SoftBank Operating Companies, while the products or services recommended may not necessarily provide the best available price or quality of service to the portfolio companies held by the Funds. Whether or not SoftBank Investment Advisers has a relationship with or receives financial or other benefit from recommending a particular service provider, there can be no assurance that no other service provider is more qualified to provide the applicable services or could provide such services at lesser cost. SoftBank Investment Advisers may, in its discretion, recommend to a Fund or a portfolio company (in response to a solicitation for a recommendation or otherwise) that it contract for services with certain service providers, and such service providers are expected to include: (i) a related person of SoftBank Investment Advisers or SoftBank Group (including but not limited to certain investors or their affiliates or investors or their affiliates of other Funds, a portfolio company or portfolio company of other Funds); (ii) an entity with which SoftBank Investment Advisers, and/or SoftBank Group or a member of their personnel has a relationship or from which SoftBank Investment Advisers and/or
SoftBank Group or their personnel otherwise derives financial or other benefit, including relationships with joint venturers or co-venturers, or relationships where SoftBank Investment Advisers personnel are seconded, or from which SoftBank Investment Advisers receives secondees; (iii) an investor in the Funds or their affiliates; or (iv) an investor or its affiliates (including a potential investor for the Funds). When making such a recommendation, SoftBank Investment Advisers, as a result of its financial or other business interests, has a potential to have an incentive to recommend the related or other person even if another person is more qualified to provide the applicable services and/or can provide such services at a lesser cost. Although SoftBank Investment Advisers generally seeks appropriate rates for services, it reserves the right to prioritize prior usage, perceived quality, sector competence or expertise, familiarity, onboarding speed or other factors in retaining or recommending service providers. Additionally, SoftBank Investment Advisers expects certain service providers and their affiliates to invest in, or co-invest alongside, one or more Funds, and due to the nature of the service provider relationships and the timing of services these persons have the potential to have information advantages relative to other investors or co-investors, and likely be offered co-investment opportunities before such opportunities are presented to other interested prospective co-investors. Based on the foregoing factors, investors should not expect service providers to SoftBank Investment Advisers or any Fund to provide services that will be the most beneficial to any investor. In certain circumstances where SoftBank Investment Advisers commits or has committed to seek “market” or “arms-length” rates or terms, SoftBank Investment Advisers will do so in its sole discretion, seeking rates that it has determined in its sole discretion to be reflective of the range of rates in the applicable or related markets. Consequently, SoftBank Investment Advisers undertakes no minimum amount of benchmarking, and does not represent that any such benchmarking relates specifically to the assets or services to which such rates or terms relate. A Fund’s General Partner generally is permitted to receive a distribution in kind from the Fund, including in connection with investment dispositions or the payment in kind of amounts owed to the General Partner as carried interest (which generally will be made using the value of the relevant securities on the date of distribution). In such circumstances, there is a potential conflict of interest between the General Partner (and its beneficial owners) and the relevant Fund’s limited partners. For example, the General Partner and its beneficial owners may intend to hold the investment for a different time period than SoftBank Investment Advisers deems suitable for the Fund. Although the General Partner and its beneficial owners bear the risk that such securities will decrease during their holding period, to the extent the value of the relevant securities increases following the Fund’s disposition thereof, neither the relevant Fund nor its limited partners will benefit from the increase, and over time the economic benefit to the General Partner and its beneficial owners could exceed the value of the General Partner’s pro rata interest in the Fund and the amount of carried interest owed. To the extent the beneficial owners of the General Partner contribute such securities to a charity (including to a private foundation or other charitable organization associated with, operated or chosen by such persons or their families), any tax efficiencies or other personal benefits associated with the contribution will inure to the benefit of such beneficial owners rather than to the Fund or its limited partners. Although the Partnership Agreements and the Memorandum generally contain broad exculpation and indemnification provisions, SoftBank Investment Advisers will not interpret such provisions to constitute a waiver of any person’s non-waivable federal fiduciary duties to the
relevant Fund under the Advisers Act. The relevant liability standards under insurance coverage procured by SoftBank Investment Advisers are expected to vary by carrier, and such standards are expected to vary depending on, for example, coverage features or limitations then-available from the carrier at the time of insurance contract renewal. As a result, insurance coverages are expected to vary from relevant liability and/or indemnity standards in the Governing Documents. Investors generally will be responsible for insurance premiums, as set forth in the Governing Documents, regardless of whether the liability and/or indemnity standards in SoftBank Investment Advisers’ insurance coverage are higher or lower than that set forth in the Governing Documents. In certain circumstances, current or former SoftBank Investment Advisers personnel are expected to serve in interim or part-time roles at a portfolio company, or provide services to a portfolio company as a secondee or in similar capacities, whether or not while maintaining certain legacy economic arrangements, benefits, support services or indicia of employment at SoftBank Investment Advisers. Under such arrangements, SoftBank Investment Advisers and/or the relevant portfolio company is authorized to pay all or a portion of the personnel costs, including travel expenses, of such personnel, or supervise or oversee such personnel. These arrangements have the potential to create conflicts of interest, in that amounts paid by a portfolio company in connection with secondee relationships (including compensation, benefits and other incentives or opportunities (including investment opportunities)) or to former personnel generally will not offset or reduce the management fee. Due to the nature of secondee relationships, which are often initiated to meet a temporary portfolio company need, the arrangements between such personnel and the related portfolio company are expected to change over time, and in many cases will be terminated when the portfolio company is sold or when the position can be filled on a longer-term or permanent basis. Personnel may or may not return to SoftBank Investment Advisers at the end of such secondee arrangement. In certain circumstances, SoftBank Investment Advisers personnel will provide services to a portfolio company that is jointly owned with SoftBank Group or another affiliate. The assistance provided to the portfolio company by such personnel can give rise to the appearance of disproportionately benefitting SoftBank Group or the affiliate, and the benefits to SoftBank Group or the affiliate sometimes do in fact outweigh the benefits to the applicable Fund over time. Certain expenses are paid for by a Fund and/or its portfolio companies or, if incurred by SoftBank Investment Advisers, are reimbursed by a Fund and/or its portfolio companies, SoftBank Investment Advisers will not necessarily seek out the lowest cost options when incurring (or causing a Fund to its portfolio companies to incur) such expenses. In determining whether to pursue a particular transaction on behalf of a Fund, the relationships described herein will be considered by SoftBank Investment Advisers, and there may be certain potential transactions which will not be pursued on behalf of a Fund in view of such relationships. Operating Partners The General Partners and SoftBank Investment Advisers have engaged and expect in the future to retain, on behalf of the Funds and/or the portfolio companies, as applicable, Operating Partners to provide Operating Partner Services. Pursuant to the Governing Documents, fees and expenses associated with the Operating Partner Services (collectively, “Consulting Fees and Expenses”) will be paid and/or reimbursed by applicable portfolio companies and/or the Funds,
and Consulting Fees and Expenses will not be offset or reduce the management fee. Consulting Fees and Expenses are expected to include cash fees, discretionary bonuses (whether or not based on pre-determined milestones), profits, participation or equity interests in a portfolio company or holding company, incentive equity and stock awards, guaranteed minimums, a share of proceeds upon a sale of a portfolio company and/or other incentive-based compensation to the Operating Partner. Incentive-based compensation may be determined according to one or more methods, including the value of the time (including an allocation for overhead and other fixed costs) of the Operating Partner, a percentage of the value of the relevant portfolio company, the invested capital exposed to such portfolio company, amounts believed to be charged by other providers for comparable services and/or a percentage of cash flows from the portfolio company. Compensation in the form of profits or equity interests in a portfolio company or intermediate holding company generally has a dilutive impact on the Fund’s investment, and has the potential to result in economic effects greater than the original amount of compensation, and the relevant Fund typically will bear the costs of all Operating Partner compensation as well as fees, costs and expenses of structuring Operating Partner arrangements. Additionally, a portfolio company could provide opportunities for Operating Partners to invest in such portfolio company and reimburse costs and expenses incurred by Operating Partners. Operating Partners will receive remuneration from the General Partners, SoftBank Investment Advisers and/or the Funds or their respective affiliates and/or be entitled to other forms of compensation, including equity grants in portfolio companies. Such investment opportunities, reimbursements and other compensation paid to an Operating Partner will not be offset against the management fee, and the use of Operating Partners is expected to fluctuate and/or expand over time. Under many of these arrangements, including where Operating Partners are paid a flat fee, there can be no assurance that the amount of compensation paid in a particular year will be proportional to the amount of hours worked or the amount or tangible work product generated by the Operating Partner. In certain cases, including where a Fund does not own a controlling interest in a portfolio company, the portfolio company, its management and/or equity holders potentially will not agree to engage and/or bear the costs of Operating Partners. In such cases, where the relevant General Partner believes the services of the Operating Partners will benefit a portfolio company, it is authorized to cause ae Fund to bear such costs directly, resulting in such Fund bearing a disproportionate share of those costs vis-à-vis other equity holders of a portfolio company, notwithstanding that other equity holders in that portfolio company will receive the benefit of any returns that result from Operating Partner services. Although the General Partners and SoftBank Investment Advisers intend to retain Operating Partners with a view to reducing costs to portfolio companies (and, ultimately, the Funds) and/or improving portfolio company performance, a number of factors have the potential to result in limited or no cost savings from such retention. In addition, the General Partners and SoftBank Investment Advisers intend to retain only such Operating Partners which they believe provide a level of service at a value generally consistent with other relevant market alternatives. However, there can be no assurance that no other service provider is more qualified to provide the applicable services or could provide such services at lesser cost. General potential conflicts of interest with SoftBank SoftBank Investment Advisers believes that access to and the use of SoftBank Group support or consulting services for asset technical analysis, technical and commercial due diligence, financial modelling, consulting support for portfolio company finance and other services will be a source of strategic and tactical advantage available to the Funds. In addition, SoftBank Group has,
and reserves the right in the future to, assist with financing for a portfolio company or serve as a guarantor for a financing arrangement between a portfolio company and a third-party lender. SoftBank Group has also entered into a series of transactions with a Fund and its portfolio companies with the objective of providing downside protection on the value of such Fund’s stake in certain portfolio companies in return for a premium. In the event that such an arrangement includes a financial obligation for SoftBank Group to provide such downside protection, there can be no assurance that SoftBank Investment Advisers or an affiliate of SoftBank Group will be able to enforce such obligation. The provision of such services and financing arrangements from SoftBank Group to the Funds, SoftBank Investment Advisers and/or any other affiliate to the Funds, has the potential to create conflicts of interest for the Funds. For example, these transactions and financing arrangements create conflicts of interest for SoftBank Investment Advisers because it could be disinclined to take certain actions that would otherwise be for the benefit of the relevant Fund out of a concern for the adverse impact such decision might have on SoftBank Group. For instance, to the extent a portfolio company is in distress, SoftBank Investment Advisers could agree to restructuring, refinancing or recapitalization transactions that benefit SoftBank Group (e.g., the satisfaction of all or a portion of outstanding debt obligations) at the expense of a Fund. SoftBank Group could be a beneficiary and recipient of proceeds from such transactions. SoftBank Investment Advisers seeks to mitigate any conflicts of interest associated with such financing arrangements through the various conflict monitoring and disclosure mechanisms, contractually authorized or otherwise, such as the Conflicts Committee’s active oversight role and its ongoing monitoring and identification of conflicts and disclosure to the relevant Fund’s investors, in some instances for referral to the relevant Fund’s advisory committee for its consent to the transaction or arrangement in question. The Funds and SoftBank Investment Advisers are under no obligation to use such services or financing arrangements, and any service or financing arrangement provided by SoftBank Group to the Funds, SoftBank Investment Advisers or any other affiliate of the Funds in exchange for a fee will be used at the discretion of SoftBank Investment Advisers. Further, it is possible that SoftBank Group and its affiliates are expected to develop, construct, own or be interested in, provide operational, management, maintenance or other services to, provide financing to or otherwise transact with companies or projects that could be in competition, whether directly or indirectly, with the investments and portfolio companies of the Funds. Specific procedures and approval processes used to address certain of such conflicts may be set forth in the applicable Fund’s Partnership Agreement and/or Memorandum. Possible future activities and growth SoftBank Group reserves the right to expand the range of its activities over time and grow by investments in or acquisitions of other operating companies. Except as provided in an applicable Partnership Agreement, SoftBank Group and/or SoftBank Investment Advisers will not be restricted in the scope of its business and will pursue additional investment strategies and funds or enter into operational partnerships or financing arrangements with other operating companies, including portfolio companies of a Fund, even if such activities depart from a Fund’s primary investment strategy. These activities could give rise to conflicts of interest. For example, SoftBank Group and/or SoftBank Investment Advisers have, and will continue to develop, relationships with a significant number of operating companies, investors and their senior managers, including relationships with companies that hold, have held, or have the potential to make investments
similar to those intended to be made by a Fund and companies that may compete with the portfolio companies of a Fund. These companies often will themselves represent appropriate investment opportunities for a Fund or compete with a Fund for investment opportunities. SoftBank Group and/or SoftBank Investment Advisers will not be subject to any exclusivity covenants or restrictions with respect to entities or businesses it acquires except as set forth in an applicable Partnership Agreement. The Conflicts Committee actively monitors for potential conflicts of interest that could arise from these activities and relationships and, where authorized by the applicable Governing Documents, seeks to mitigate such conflicts by appropriate disclosures to the relevant Fund’s investor advisory committee. Allocation of expenses As provided more fully in the relevant Fund’s Partnership Agreement and/or Memorandum, SoftBank Investment Advisers and its affiliates incur fees, costs and expenses, including in connection with transactions not consummated, on behalf of one or more Funds. SoftBank Investment Advisers are expected to face a variety of potential conflicts of interest when it determines allocations of various fees and expenses to the Funds. To the extent such fees, costs and expenses are incurred for the account or for the benefit of a Fund, such Fund will typically bear an allocable portion of any such fees, costs, and expenses in proportion to the size of the investment made or proposed to be made by such Fund in respect of the entity or benefits to which the expense relates or in such other manner as SoftBank Investment Advisers in its sole discretion considers fair and equitable, subject to applicable law and legal, contractual or similar restrictions. Although SoftBank Investment Advisers and its affiliates will endeavor to allocate such fees, costs and expenses in a manner they believe to be fair and equitable, there can be no assurance that such fees, costs and expenses will in all cases be allocated appropriately. The allocations of such expenses will not always be proportional, and any such determinations involve inherent matters of discretion (e.g., in determining which Funds benefit (or the extent to which they benefit) from the relevant service relating to the expense, or whether to allocate pro rata based on number of funds or co-investors receiving related benefits or proportionately in accordance with asset size). If a transaction in which a co-investment was planned ultimately is not consummated, the out-ofpocket expenses relating to such unconsummated transaction (including, but not limited to, reverse termination fees, extraordinary expenses such as litigation costs and judgments and other expenses) generally will be borne by the Funds, subject to the applicable Partnership Agreements, and not by any prospective co-investors that were to have participated in such a transaction, except to the extent a co-investor has previously agreed to share expenses with a Fund if the co-investment is not consummated. Subject to the Governing Documents, co-investment vehicles will generally not be allocated any share of break-up fees paid in connection with such an unconsummated transaction. A conflict of interest could arise in SoftBank Investment Advisers’ determination of whether certain costs or expenses that are incurred in connection with the operation of the Funds meet the definition of partnership operational expenses for which the Funds are responsible, or whether such expenses should be borne by SoftBank Investment Advisers or one or more of its affiliates. The Funds will be reliant on the determinations of SoftBank Investment Advisers in this regard, and also in regard to the allocation of investment expenses and any common operating expenses as between the Funds and other affiliated entities of SoftBank Investment Advisers. There can be no assurance that errors will not arise in such allocations or that other methods of allocation would not produce a result that is more or less favorable to the Funds. SoftBank Investment Advisers reserves the right to: (i) cause one or more members of SoftBank Group, the
portfolio companies, SoftBank Investment Advisers, or the Funds to be invoiced for, advance or otherwise bear on a temporary basis all or a portion of an expense ultimately intended to be borne in whole or in part by the Funds together or in connection with such other vehicle(s), including as a result of invoices directed to one such vehicle or the Funds for convenience of the applicable entity; and/or (ii) make corrective allocations in the event that, based on periodic reviews of expenses, it determines that such corrections are necessary or appropriate. Any reimbursement of Fund expenses received from a portfolio company by SoftBank Investment Advisers will be offset against any future recharge of expenses to the Fund. Notwithstanding the foregoing, SoftBank Investment Advisers and its affiliates reserves the right to in the future develop policies and procedures to address the allocation of expenses that differ from its current practice. Diverse investors Investors in the Funds include persons or entities organized in various jurisdictions or investing in a Fund’s different capital structures, which could have conflicting investment, tax and other interests with respect thereto. As a result, conflicts of interest often arise in connection with decisions made by SoftBank Investment Advisers that is more beneficial for one type of Fund investor than for other types of Fund investors, especially with respect to investors’ individual tax situation (including with respect to the nature or structuring of investments). In making decisions, SoftBank Investment Advisers intends to consider the investment objectives of each Fund as a whole, and not the investment objectives of any investor of such Fund individually. Since SoftBank Group has made a substantial capital commitment to Vision Fund, and likely will make capital commitments to future Funds, conflicts arise in some circumstances between its own interests and those of the Funds and its investors in relation to certain decisions regarding, among other things, the nature of investments made by the Funds, the structuring or the acquisition of investments and the timing of disposition of investments. Due to, among other factors, the differing circumstances under which events of defaults by Fund investors may arise, SoftBank Investment Advisers reserves the right to apply different, or refrain from applying, remedies to any such defaults. As described more fully in the applicable Memorandum, certain investors in the Funds also own securities of, or have various business and other relationships with, one or more entities within SoftBank Group, which have the potential to influence their actions and votes with respect to the Funds and their interests therein. Finally, as set forth herein and described more fully in each applicable Fund’s Memorandum, different investors in a Fund have different governance rights and different excuse and/or exclusion rights with respect to certain investments by such Fund. The exercise of such rights, including such Fund’s inability to make any such investment, has the potential to have an adverse effect on one or more of such Fund’s investments and/or such Fund. THE FOREGOING DOES NOT PURPORT TO BE A COMPLETE EXPLANATION OF THE RISKS AND CONFLICTS INVOLVED IN AN OFFERING OR AN INVESTMENT IN A FUND. POTENTIAL INVESTORS SHOULD READ ANY APPLICABLE MEMORANDUM, SUBSCRIPTION AGREEMENT AND PARTNERSHIP AGREEMENT IN THEIR ENTIRETY BEFORE DECIDING WHETHER TO INVEST IN A FUND.
Prospective Fund investors should therefore seek their own legal, tax and financial advice before making an investment in a Fund. Any of these situations subjects SoftBank Investment Advisers and/or its affiliates to potential conflicts of interest. SoftBank Investment Advisers attempts to resolve such conflicts of interest in light of its obligations to investors in the Funds and the obligations owed by SoftBank Investment Advisers to investors in other investment vehicles managed by it (if any), and attempts to allocate investment opportunities among a Fund, other Funds and such other investment vehicles in a manner it believes is fair and equitable. To the extent that an investment or relationship raises particular conflicts of interest, SoftBank Investment Advisers will review the circumstances of such investment or relationship with a view to addressing and reducing the potential for conflict. Where necessary, SoftBank Investment Advisers consults and receives consent to conflicts from an advisory committee consisting of limited partners of the relevant Fund(s) and such other investment vehicles.
Item 9. Disciplinary information
SB Investment Advisers (US) Inc. and its management persons have not been subject to any material legal or disciplinary events required to be discussed in this Brochure.
Item 10. Other financial industry activities and affiliations
SB Investment Advisers (US) Inc. is affiliated with other SoftBank Group investment advisers, including General Partners and equivalent entities formed and subject to the Advisers Act pursuant to SB Investment Advisers (US) Inc.’s registration in accordance with SEC guidance. The General Partners generally share with SB Investment Advisers (US) Inc. common owners, officers, partners, personnel, consultants or persons occupying similar positions. SB Investment Advisers (US) Inc. is affiliated with SB Investment Advisers (UK) Limited, an English limited company. SB Investment Advisers (UK) Limited provides investment advisory services to the Funds. SB Investment Advisers (US) Inc., along with certain non-U.S.
Read the rest of Item 10 (106 more words)
advisory affiliates, each serves as an advisor of SB Investment Advisers (UK) Limited pursuant to subadvisory agreements. SB Investment Advisers (US) Inc.’s non-U.S. advisory affiliates are not required to be registered under the Advisers Act, but operate in compliance with certain related requirements and undertakings as prescribed by the SEC. In addition, SoftBank Investment Advisers is affiliated with other investment advisers, including certain wholly owned subsidiaries of SoftBank Group Corp., but SoftBank Investment Advisers carries out its investment operations independently of such affiliates, with exception of the limited activities described herein. Please see Item 7.A of Form ADV Part 1A for additional information on these entities.
Item 11. Code of ethics, participation in client transactions and personal trading
SoftBank Investment Advisers has adopted a code of ethics and securities trading policy (the “Code”), which sets forth standards of conduct that are expected of SoftBank Investment Advisers principals and personnel. The Code is designed to ensure that all supervised persons
comply with the firm’s fiduciary duty to place client interests ahead of their own and to avoid conflicts of interest or the misuse of position or information. The Code requires certain SoftBank Investment Advisers personnel to comply with personal trading requirements, including (1) obtaining pre-approval for certain personal securities transactions, (ii) providing initial, quarterly and annual reports of personal securities holdings and transactions, and (iii) disclosing brokerage and other financial accounts..
Read the rest of Item 11 (563 more words)
In addition, the Code requires all personnel to comply with procedures designed to prevent the misuse of, or trading upon, material non-public information. A copy of the Code will be provided to any investor or prospective investor upon request to the Chief Compliance Officer of SB Investment Advisers (US) Inc. Personal securities transactions by personnel who manage client accounts are required to be conducted in a manner consistent with the firm’s fiduciary duty and in a way that does not disadvantage clients. SoftBank Investment Advisers monitors personal trading activity and reviews required reports to assess compliance with the Code. Violations of the Code may result in disciplinary action, including warnings and restrictions on trading. SoftBank Investment Advisers and its affiliated persons are expected to come into possession of material non-public or other confidential information about public companies which, if disclosed, might affect an investor’s decision to buy, sell or hold a security. Under applicable law, SoftBank Investment Advisers and its affiliated persons are prohibited from improperly disclosing or using such information for their personal benefit or for the benefit of any person, regardless of whether such person is a client of SoftBank Investment Advisers. Accordingly, should SoftBank Investment Advisers or any of its affiliated persons come into possession of material non-public or other confidential information with respect to a public company, SoftBank Investment Advisers may be restricted from communicating such information to clients due to legal or regulatory obligations. Similar restrictions are expected to be applicable to some of SoftBank Group personnel as a result of the personnel serving as directors of public companies, and such restrictions can restrict trading on behalf of clients, including a Fund. Principals and personnel of SoftBank Investment Advisers and its affiliates reserve the right to directly or indirectly own an interest in one or more Funds, including certain co-invest vehicles. To the extent that co-invest vehicles exist, such are expected to invest in one or more of the same portfolio companies as a Fund. Co-invest opportunities generally are expected to be presented to certain affiliates of SoftBank Investment Advisers, as well as third party investors and other persons, and such co-investments may be effected through co-invest vehicles, directly in a particular portfolio company or through an intermediate entity in a portfolio company’s structure. Additionally, a Fund generally reserves the right to invest together with other Funds in the manner set forth in the applicable Partnership Agreement. SoftBank Investment Advisers will determine the allocation of investment opportunities in a manner that it believes is fair and equitable to its clients under the circumstances over time pursuant to its allocation policies and procedures and consistent with its fiduciary obligations, as more fully described in the applicable Memorandum.
SoftBank Investment Advisers and its affiliates, principals and personnel expect to carry on investment activities for their own account, for personal or employee investment vehicles and, potentially, for family members, friends or others who do not invest in a Fund, as well as give advice and recommend securities to vehicles which may differ from advice given to, or securities recommended or bought for, any Fund, even though their investment objectives may be the same or similar. Such activities are conducted in accordance with the Code and are subject to the firm’s personal trading, conflicts of interest, and compliance controls designed to mitigate potential conflicts and ensure that client interests are not disadvantaged.
Item 12. Brokerage practices
SoftBank Investment Advisers engages in securities transactions of both private and public companies. With respect to interests in private companies, SoftBank Investment Advisers generally purchases and sells interests in private companies through privately-negotiated transactions in which the services of a broker-dealer may be retained. SoftBank Investment Advisers reserves the right to purchase such securities and distribute such securities to investors in a Fund or sell such securities using a broker-dealer, if a public trading market exists. When SoftBank Investment Advisers purchases or sells publicly traded securities for a Fund, it is responsible for directing orders to broker-dealers to effect securities transactions for accounts managed by SoftBank Investment Advisers.
Read the rest of Item 12 (752 more words)
In such event, SoftBank Investment Advisers will generally seek to select brokers on the basis of best price and execution capability. In selecting a broker to execute client transactions, SoftBank Investment Advisers reserves the right to consider a variety of factors, including: (i) execution capabilities with respect to the relevant type of order; (ii) commissions charged; (iii) the reputation of the firm being considered; and (iv) responsiveness to requests for trade data and other financial information. SoftBank Investment Advisers has no duty or obligation to seek in advance competitive bidding for the most favorable commission rate applicable to any particular client transaction or to select any broker on the basis of its purported or “posted” commission rate, but will endeavor to be aware of the current level of the charges of eligible brokers and to reduce the expenses incurred for effecting client transactions to the extent consistent with the interests of such clients. Although SoftBank Investment Advisers generally seeks competitive commission rates, it may not necessarily pay the lowest commission or commission equivalent. Transactions may involve specialized services on the part of the broker involved and thereby entail higher commissions or their equivalents than would be the case with other transactions requiring more routine services. Consistent with SoftBank Investment Advisers’ seeking to obtain best execution, brokerage commissions on client transactions are permitted to be directed to brokers in recognition of research furnished by them, although SoftBank Investment Advisers generally does not make use of such services at the current time and has not made use of such services since its inception. To the extent that SoftBank Investment Advisers allocates brokerage business on the basis of research services, it may have an incentive to select or recommend broker-dealers based on the interest in receiving such research or other products or services, rather than based on the Funds’
interest in receiving most favorable execution. SoftBank Investment Advisers does not use “soft dollars”, but to the extent SoftBank Investment Advisers uses “soft dollars” on behalf of the Funds in the future, it intends to do so within the safe harbor provided by Section 28(e) of the Securities Exchange Act of 1934, as amended. Orders for purchase or sale of securities placed first will be executed first, and within a reasonable amount of time of order receipt. To the extent that orders for Funds are completed independently, SoftBank Investment Advisers also reserves the right to purchase or sell the same securities or instruments for several Funds simultaneously. SoftBank Investment Advisers is permitted, but not obligated to, purchase or sell securities for several client accounts at approximately the same time. Such orders may be combined or “batched” to facilitate obtaining best execution and/or to reduce brokerage commissions or other costs. Batched transactions are executed in a manner intended to ensure that no participating Fund of SoftBank Investment Advisers is favored over any other Fund. When an aggregated order is filled in its entirety, each participating Fund generally will receive the average price obtained on all such purchases or sales made during such trading day. To the extent such orders are not batched, they may have the effect of increasing brokerage commissions or other costs. When an aggregate order is partially filled, the securities purchased or sold will normally be allocated on a pro rata basis to each Fund participating in such buy or sell order in accordance with the amount of securities originally requested for such Funds. Each Fund generally will receive the average price obtained on all such purchases or sales made during such trading day. Exceptions to pro rata allocations are permissible provided SoftBank Investment Advisers believes they are fair and equitable to its clients under the circumstances over time. In SoftBank Investment Advisers’ private company securities transactions on behalf of the Funds, SoftBank Investment Advisers reserves the right to retain one or more broker-dealers or investment banks, the costs of which will be borne by the relevant Fund and/or its portfolio companies. In determining to retain such parties, SoftBank Investment Advisers reserves the right to consider a variety of factors, including: (i) capabilities with respect to the type of transaction being contemplated; (ii) commissions or fees charged; (iii) reputation of the firm being considered; and (iv) responsiveness to requests for information. As a result, although SoftBank Investment Advisers generally will seek reasonable rates for such services, the market for such services involves more subjective evaluations than public securities brokerage transactions, and the Funds may not pay the lowest commission or fee for such services.
Item 13. Review of accounts
Many of the investments made by the Funds are private, illiquid and long-term in nature. Accordingly, the review process is not directed toward a short-term decision to dispose of securities. However, SoftBank Investment Advisers’ investment personnel closely monitor companies in which the Funds invest, and the Chief Compliance Officer of SoftBank Investment Advisers periodically checks to confirm that each Fund is maintained in accordance with its stated objectives.
Read the rest of Item 13 (73 more words)
Each Fund generally will generally provide to its investors (i) annual audited and quarterly unaudited financial statements, (ii) annual tax information necessary for each such investor’s tax return, (iii) annual review providing, subject to an applicable limitations on disclosure provided for in the applicable Partnership Agreement, annual financial information on each portfolio company, (iv) annual valuation of portfolio investments and (v) such other reports as provided in the applicable Partnership Agreement and/or Memorandum.
Item 14. Client referrals and other compensation
SoftBank Investment Advisers and/or its affiliates provide certain business or consulting services to companies in a Fund’s portfolio and expect to receive compensation from these companies in connection with such services. As described in the applicable Partnership Agreement, this compensation will, in many cases, offset a portion of any management fees paid by such Fund. However, in other cases (e.g., reimbursements for out of pocket expenses directly related to a portfolio company), these fees are in addition to any such management fees.
Read the rest of Item 14 (133 more words)
See “Fees and Compensation.” The Fund is closed to new investors and is not accepting new limited partners; accordingly, SoftBank Investment Advisers is not currently engaging any Placement Agent to solicit new investors for the Fund, however, for any future fund the Firm reserves the right to enter into solicitation arrangements pursuant to which it compensates third parties for referrals that result in a potential investor becoming a limited partner in a Fund. Any fees payable to any such Placement Agents generally will be borne by SoftBank Investment Advisers indirectly through an offset against the management fee under the Governing Documents, although related expenses incurred pursuant to the relevant placement agent or similar agreement, including but not limited to placement agent travel, meal and entertainment expenses, typically are borne by the relevant Fund(s).
Item 15. Custody
SoftBank Investment Advisers has “custody” (within the meaning of Advisers Act Rule 206(4)-2 (the “Custody Rule”)) of funds or securities held in the name of one or more Funds, Such assets are held with one or more qualified custodians, as identified in Part 1 of its Form ADV. SoftBank Investment Advisers complies with the Custody Rule with respect to the Fund by relying on the rule’s exception for pooled investment vehicles: each Fund is subject to an annual audit by an independent public accountant registered with, and subject to inspection by the PCAOB, and the audited financial statements, prepared in accordance with U.S. generally accepted accounting principles, are distributed to each Fund’s investors within 120 days of the end of the Fund’s fiscal year.
Read the rest of Item 15 (45 more words)
Because SoftBank Investment Advisers satisfies the Custody Rule through this annual audit, investors do not receive account statements directly from the qualified custodian, and the requirement that investors compare custodian account statements is not applicable. Investors should carefully review the audited financial statements they receive.
Item 16. Investment discretion
The entities that compose SoftBank Investment Advisers together provide generally discretionary advice with respect to the investments made on behalf of each Fund. As a general
policy, SoftBank Investment Advisers does not allow clients to place limitations on this authority. Pursuant to the terms of the applicable Partnership Agreement, however, SoftBank Investment Advisers and/or its affiliates have entered, and expect to enter, into Side Letters with certain Fund investors whereby the terms applicable to such investor’s investment in a Fund are altered or varied, including, in some cases, the right to opt-out of certain investments for legal, tax, regulatory or other similar reasons. SoftBank Investment Advisers assumes this authority pursuant to the terms of the applicable Partnership Agreement and powers of attorney executed by investors of such Fund.
Item 17. Voting client securities
SoftBank Investment Advisers has adopted proxy voting policies and procedures (the “Proxy Policy”) to address how it will vote proxies for portfolio investments of the Funds. The Proxy Policy seeks to ensure that SoftBank Investment Advisers votes proxies (or similar instruments) in the best interest of the relevant Funds, including where there may be material conflicts of interest in voting proxies. In exercising proxy voting authority, the firm’s designated proxy officer consults with the relevant investment team lead (or designee) regarding how a proxy should be voted, and the investment team is responsible for ensuring that the voting decision is made in the best interests of the applicable Fund.
Read the rest of Item 17 (313 more words)
SoftBank Investment Advisers may determine not to vote a proxy when voting would be cost-prohibitive or otherwise would not be expected to provide a benefit to the relevant Fund. SoftBank Investment Advisers generally believes its interests are aligned with those of each Fund’s investors, for example, through the principals’ beneficial ownership interests in such Fund and therefore will not seek investor approval or direction when voting proxies. In the event that there is or may be a conflict of interest in voting proxies, the Proxy Policy provides that SoftBank Investment Advisers may address the conflict using several alternative procedures. Conflicts of interest may arise, for example, if the issuer or proponent of a proxy proposal is an investor in a Fund, if the issuer or proponent has a material business relationship with SoftBank Investment Advisers or its personnel, if firm personnel have relationships with candidates for director in a proxy contest, or if firm personnel have a personal interest in the outcome of a matter. In such cases, the proxy officer consults with Compliance, which reviews the relevant facts and may address the conflict by, among other things, voting the proxy in the best interests of the relevant Fund, abstaining from the vote, applying conflict procedures required by the relevant Fund documents, using a pre-established voting policy or plan that affords little or no discretion, or obtaining a recommendation from an independent third party. SoftBank Investment Advisers generally votes proxies in the manner recommended by management unless the responsible investment team member determines that a different vote would be in the relevant Fund’s best interests. If you would like a copy of SoftBank Investment Advisers’ complete Proxy Policy or information regarding how SoftBank Investment Advisers voted proxies for particular portfolio companies, please contact the Chief Compliance Officer of SB Investment Advisers (US) Inc., and it will be provided to you at no charge.
Item 18. Financial information
SoftBank Investment Advisers does not require prepayment of management fees more than
six months in advance or have any other events requiring disclosure in this item of the Brochure.
Form ADV Part 2A, via the SEC Investment Adviser Public Disclosure site.