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70 TOSHIBA Annual Report 2014
Toshiba Corporation and Subsidiaries
March 31, 2014
Notes to Consolidated Financial Statements
30. SUBSEQUENT EVENT
Notice of Fund Procurement through Hybrid Financing for the prematurity redemption of the 1st Series Unsecured,
Interest Deferrable and Early Redeemable Subordinated Bonds Solely for Qualified Institutional Investors
The Company decided on June 25, 2014 the fund procurement through Hybrid Financing (Subordinated Loans)
(hereinafter referred to as the “Subordinated Loan”) for the prematurity redemption of the 1st Series Unsecured, Interest
Deferrable and Early Redeemable Subordinated Bonds Solely for Qualified Institutional Investors (hereinafter referred to
as the “Existing Hybrid Securities”) for the objectives of achieving the large reduction of interest costs and ensuring more
diverse and flexible replacement measures.
(1) Summary of Subordinated Loan
The detail of the expected terms and conditions of the Subordinated Loan are as follows.
1) Loan Amount: JPY 180 billion
2) Rate of Interest: Floating rate from June 25, 2014 to June 25, 2019
Stepped up floating rate (1% higher) from June 25, 2019
3) Use of Proceeds: Subordinated Loan shall be applied to the prematurity redemption of Existing Hybrid
Securities
4) Repayment Date: June 25, 2074
Provided, however, that prepayment in full or in part of the principal amount is
permitted on any business days on and after June 25, 2019, or in the case of certain
specified occasions.
5) Replacement Restrictions: The Company intends to make prepayment of the principal amount after the Company
raises funds having equity credit equal to or higher than the evaluated equity of the
Subordinated Loan’s principal prepayment amount by issuance of stock, subordinated
loan or other means granted equity credit by Rating and Investment Information, Inc.,
within the period of 12 months preceding (and including) to the prepayment date. (If
convertible bonds that satisfy certain requirements and are issued on or after the
closing date of the Subordinated Loan are converted into the shares of our common
stock within the period of 6 months preceding (and including) to the prepayment date,
the Company intends to make prepayment of the principal amount after the Company
raises funds having equity credit equal to or higher than the amount obtained by
subtracting the increase of net assets by the conversion from the evaluated equity of
the Subordinated Loan’s principal prepayment amount.)
6) Interest Clause: Optional suspension of interest payment / Mandatory payment of the Optional
Deferred Payment Amount
7) Subordination Clause: In liquidation proceedings, bankruptcy proceedings, corporate reorganization
proceedings or civil rehabilitation proceedings of the Company or any proceedings
that are equivalent thereto in accordance with laws other than Japanese law, the
lenders of the Subordinated Loan shall have the claim against the Company
subordinated to senior debt and only to the extent that the Subordinated Loan are
treated as substantially pari passu with most preferred stock issued or to be issued by
the Company which ranks most senior with respect to the right to receive dividends
from surplus.
Each clauses of the Subordinated Loan shall not be revised if the revision will get
negative effect to the Company's creditors other than lenders of the Subordinated
Loan.
(2) Outline of prematurity redemption of Existing Hybrid Securities
1) Total Amount of prematurity redemption (Total face value): JPY 180 billion
2) Rate of Interest: 7.5% per annum (fixed rate)
3) Redemption Value: JPY 100 per JPY 100 of the principal amount of each Existing Hybrid Securities
4) Reason for Redemption: Pursuant to the prematurity redemption clause of the Existing Hybrid Securities