0001140361-21-020121.txt : 20210608 0001140361-21-020121.hdr.sgml : 20210608 20210608060203 ACCESSION NUMBER: 0001140361-21-020121 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20210608 DATE AS OF CHANGE: 20210608 GROUP MEMBERS: SB SONIC HOLDCO (UK) LTD GROUP MEMBERS: SOFTBANK GROUP CAPITAL LTD SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: SoFi Technologies, Inc. CENTRAL INDEX KEY: 0001818874 STANDARD INDUSTRIAL CLASSIFICATION: FINANCE SERVICES [6199] IRS NUMBER: 981547291 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-91768 FILM NUMBER: 211001178 BUSINESS ADDRESS: STREET 1: 234 1ST STREET CITY: SAN FRANCISCO STATE: CA ZIP: 94105 BUSINESS PHONE: (855) 456-7634 MAIL ADDRESS: STREET 1: 234 1ST STREET CITY: SAN FRANCISCO STATE: CA ZIP: 94105 FORMER COMPANY: FORMER CONFORMED NAME: Social Capital Hedosophia Holdings Corp. V DATE OF NAME CHANGE: 20200722 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: SOFTBANK GROUP CORP CENTRAL INDEX KEY: 0001065521 IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 1-7-1 KAIGAN STREET 2: MINATO-KU CITY: TOKYO STATE: M0 ZIP: 105-7537 BUSINESS PHONE: 01181368892260 MAIL ADDRESS: STREET 1: 1-7-1 KAIGAN STREET 2: MINATO-KU CITY: TOKYO STATE: M0 ZIP: 105-7537 FORMER COMPANY: FORMER CONFORMED NAME: SOFTBANK CORP DATE OF NAME CHANGE: 19980708 SC 13D 1 brhc10025470_sc13d.htm SC 13D
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D
(Rule 13d-101)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED
PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED
PURSUANT TO RULE 13d-2(a)
Under the Securities Exchange Act of 1934

SoFi Technologies, Inc.
(Name of Issuer)

Common Stock, par value $0.0001 per share
(Title of Class of Securities)
83406F102
(CUSIP Number)

Kenneth A. Siegel, Esq.
Morrison & Foerster LLP
Shin-Marunouchi Building, 29th Floor
5-1, Marunouchi 1-Chome
Chiyoda-ku, Tokyo, 100-6529 Japan
011-81-3-3214-6522
 
Susan H. Mac Cormac, Esq.
Scott Lesmes, Esq.
Morrison & Foerster LLP
425 Market Street
San Francisco, CA 94105-2482
(415) 268-7000

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

May 28, 2021
(Date of Event Which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ☐

*
The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the liabilities of that section of the Exchange Act but shall be subject to all other provisions of the Exchange Act (however, see the Notes).
 


CUSIP No. 83406F102
1
NAMES OF REPORTING PERSONS
 
 
SB Sonic Holdco (UK) Limited
 
 
 
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)

(b)
 
 
3
SEC USE ONLY
 
 

 
 
 
 
4
SOURCE OF FUNDS (SEE INSTRUCTIONS)
 
 
OO
 
 
 
 
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
 

 
 
 
 
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
 
England and Wales
 
 
 
 
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
 
64,685,234(1)
 
 
 
 
8
SHARED VOTING POWER
 
 
0
 
 
 
 
9
SOLE DISPOSITIVE POWER
 
 
64,685,234(1)
 
 
 
 
10
SHARED DISPOSITIVE POWER
 
 
0
 
 
 
 
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
64,685,234(1)
 
 
 
 
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 

 
 
 
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
 
8.1%(2)
 
 
 
 
14
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
 
CO
 
 
 
 

(1)
The Shares held by SB Sonic presented above are as of immediately following the Business Combination.
(2)
Based on 794,692,813 Shares outstanding as of May 28, 2021, as reported by the Issuer in a Current Report on Form 8-K, filed with the SEC on June 4, 2021.
(The terms used above are defined in Items 1, 2, 5 and 6 of this Schedule 13D).


CUSIP No. 83406F102
1
NAMES OF REPORTING PERSONS
 
 
SoftBank Group Capital Ltd
 
 
 
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)

(b)
 
 
3
SEC USE ONLY
 
 

 
 
 
 
4
SOURCE OF FUNDS (SEE INSTRUCTIONS)
 
 
OO
 
 
 
 
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
 

 
 
 
 
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
 
England and Wales
 
 
 
 
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
 
53,110,699(1)
 
 
 
 
8
SHARED VOTING POWER
 
 
0
 
 
 
 
9
SOLE DISPOSITIVE POWER
 
 
53,110,699(1)
 
 
 
 
10
SHARED DISPOSITIVE POWER
 
 
0
 
 
 
 
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
53,110,699(1)
 
 
 
 
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 

 
 
 
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
 
6.7%(2)
 
 
 
 
14
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
 
CO
 
 
 
 

(1)
The Shares held by SBGC presented above are as of immediately following the Business Combination and the Share Repurchase.
(2)
Based on 794,692,813 Shares outstanding as of May 28, 2021, as reported by the Issuer in a Current Report on Form 8-K, filed with the SEC on June 4, 2021.
(The terms used above are defined in Items 1, 2, 5 and 6 of this Schedule 13D).
 

CUSIP No. 83406F102
1
NAMES OF REPORTING PERSONS
 
 
SoftBank Group Corp.
 
 
 
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)

(b)
 
 
3
SEC USE ONLY
 
 

 
 
 
 
4
SOURCE OF FUNDS (SEE INSTRUCTIONS)
 
 
OO
 
 
 
 
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
 

 
 
 
 
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
 
Japan
 
 
 
 
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
 
117,795,933(1)
 
 
 
 
8
SHARED VOTING POWER
 
 
0
 
 
 
 
9
SOLE DISPOSITIVE POWER
 
 
117,795,933(1)
 
 
 
 
10
SHARED DISPOSITIVE POWER
 
 
0
 
 
 
 
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
117,795,933(1)
 
 
 
 
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 

 
 
 
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
 
14.8%(2)
 
 
 
 
14
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
 
CO
 
 
 
 

(1)
The Shares are held directly by SBGC and SB Sonic, wholly owned subsidiaries of SoftBank. The shares presented above are as of immediately following the Business Combination and the Share Repurchase.
(2)
Based on 794,692,813 Shares outstanding as of May 28, 2021, as reported by the Issuer in a Current Report on Form 8-K, filed with the SEC on June 4, 2021.
(The terms used above are defined in Items 1, 2, 5 and 6 of this Schedule 13D).
 

Item 1.
Security and Issuer

This Schedule 13D relates to the common stock, par value $0.0001 per share (the “Shares”), of SoFi Technologies, Inc., a Delaware corporation (the “Issuer”). The principal executive office of the Issuer is located at 234 1st Street, San Francisco, California 94105.

Item 2.
Identity and Background.

This Schedule 13D is being filed on behalf of SoftBank Group Corp., a Japanese kabushiki kaisha (“SoftBank”), and its wholly owned subsidiaries SoftBank Group Capital Ltd, a private limited company incorporated in England and Wales (“SBGC”) and SB Sonic Holdco (UK) Limited, a private limited company incorporated in England and Wales (“SB Sonic”, and together with SBGC, the “SoftBank Holders”, and together with SBGC and SoftBank, the “Reporting Persons”). The principal business address of SoftBank is 1-7-1, Kaigan, Minato-ku, Tokyo 105-7537 Japan. The principal business address of SBGC and SB Sonic is 69 Grosvenor Street, London, England, United Kingdom W1K 3JP. SoftBank is a Japanese publicly traded holding company that manages its holdings and conducts its operations through various subsidiaries. SBGC and SB Sonic are holding companies for various SoftBank investments.

The name, business address, citizenship and present principal occupation or employment of each executive officer and member of the Board of Directors of SoftBank, SBGC and SB Sonic are set forth on Appendix A-1, A-2 and A-3, respectively, and are incorporated herein by reference. During the last five years, none of the Reporting Persons nor, to the best of each Reporting Person’s knowledge, any person on Appendices A-1, A-2 or A-3, has been (a) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (b) a party to a civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which proceeding such Reporting Person or person is or was subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

Item 3.
Source and Amount of Funds or Other Consideration

The information set forth in Item 6 of this Schedule 13D is hereby incorporated by reference.

Item 4.
Purpose of Transaction.

Purpose of the Transaction

The information set forth in Item 6 of this Schedule 13D, including without limitation information as to the rights and obligations of the Reporting Persons pursuant to the terms of the Merger Agreement, Shareholders’ Agreement, Share Repurchase Agreement, Registration Rights Agreement and Lockup Agreement (each as defined in Item 6), and the other matters described therein, is hereby incorporated by reference.

Plan or Proposals

Each of the Reporting Persons acquired the Shares reported herein for investment purposes.

Messrs. Michel Combes and Carlos Medeiros currently serve as members of the board of directors of the Issuer. Messr. Combes is a director of SBGC.

Although the Reporting Persons do not currently have any specific plan or proposal to acquire or dispose of Shares (except as otherwise described in this Schedule 13D), each Reporting Person, consistent with its investment purpose and subject to the agreements described in Item 6 below, at any time and from time to time may acquire Shares or securities convertible, exchangeable or exercisable for or into Shares or dispose of any or all of the Shares it holds (including, without limitation, transferring such Shares to affiliated transferees, or entering into derivative, borrowing or lending transactions), depending upon an ongoing evaluation of its investment in the Shares, the price and availability of the Issuer’s securities, the Issuer’s business and the Issuer’s prospects, applicable legal restrictions, prevailing market conditions, other investment opportunities, tax considerations, liquidity requirements of such Reporting Person and/or other investment considerations. Subject to the terms of the agreements described herein, the Reporting Persons may request or demand a registration statement be filed by the Issuer and be made available and effective so that they may, if they later decide, deliver to the Issuer take-down notices in connection therewith or otherwise to sell Issuer securities utilizing such registration statement.


Each Reporting Person, solely in its capacity as a shareholder or other security holder of the Issuer, may engage in communications with one or more other shareholders or other securityholders of the Issuer, one or more officers of the Issuer and/or one or more members of the board of directors of the Issuer and/or one or more representatives of the Issuer regarding the Issuer, including but not limited to its operations. Each of the Reporting Persons, in its capacity as a shareholder or other security holder of the Issuer, may discuss ideas that, if effected, may relate to or result in any of the matters listed in Items 4(a)-(j) of Schedule 13D.

Other than as described above, none of the Reporting Persons nor, to the knowledge of each Reporting Person, any individuals listed in Appendices A-1, A-2 or A-3 attached hereto, currently has any plans or proposals that relate to, or would result in, any of the matters listed in Items 4(a) through (j) of Schedule 13D, although the Reporting Persons may, at any time and from time to time, review or reconsider their position, change their purpose and/or formulate plans or proposals with respect thereto. As a result of these activities, one or more of the Reporting Persons may suggest or take a position with respect to potential changes in the operations, management, or capital structure of the Issuer as a means of enhancing shareholder value. Such suggestions or positions may include one or more plans or proposals that relate to or would result in any of the actions described in Items 4(a) through (j) of Schedule 13D.

Item 5.
Interest in Securities of the Issuer.

(a)-(b) The information contained in lines 7 to 11 and 13 of the cover pages of this Schedule 13D and the information set forth in Item 6 is incorporated herein by reference. The percentage ownership reflected in line 13 of the cover pages is based on 794,692,813 Shares outstanding as of May 28, 2021, as reported by the Issuer in a Current Report on Form 8-K, filed with the Securities and Exchange Commission (the “SEC”) on June 4, 2021.

As the SoftBank Holders are wholly owned subsidiaries of SoftBank, SoftBank may be deemed to indirectly beneficially own the Shares directly beneficially owned by the SoftBank Holders. SBGC expressly disclaims beneficial ownership with respect to the Shares deemed to be beneficially owned by SB Sonic, and SB Sonic expressly disclaims beneficial ownership with respect to the Shares deemed to be beneficially owned by SBGC.

(c) Other than as described in this Item 5, neither the Reporting Persons nor, to the Reporting Persons’ knowledge, any of the persons set forth on Appendices A-1, A-2 or A-3, has effected any transaction in Shares during the past sixty (60) days.

(d) To the knowledge of the Reporting Persons, no other person has the right to receive or the power to direct the receipt of dividends from, or the proceeds of the sale of, the securities that are the subject of this Schedule 13D.

(e) Not applicable.

Item 6.
Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.

Merger Agreement

Pursuant to the Agreement and Plan of Merger, dated as of January 7, 2021, as amended on March 16, 2021 (as amended, the “Merger Agreement”), by and among Social Capital Hedosophia Holdings Corp. V (“Social Capital”), Plutus Merger Sub Inc. (“Merger Sub”) and Social Finance, Inc. (“Social Finance”), on May 28, 2021 (the “Closing Date”), Merger Sub merged with and into Social Finance, with Social Finance continuing as the surviving entity and as a wholly owned subsidiary of Social Capital (the “Business Combination”). In connection with the completion of the Business Combination (the “Closing”), the name of Social Capital was changed to SoFi Technologies, Inc.

Pursuant to the Merger Agreement, at the effective time of the Business Combination, SBGC and SB Sonic received 68,110,699 and 64,685,234 Shares, respectively.


Shareholder’s Agreement

Pursuant to the Merger Agreement, in connection with the Closing, the Issuer entered into a Shareholders’ Agreement with SCH Sponsor V LLC (the “Sponsor”), QIA FIG Holding LLC (“QIA”), Red Crow Capital, LLC (the “Red Crow Investors”), Silver Lake Partners IV, L.P. and Silver Lake Technology Investors IV (Delaware II) L.P. (together, the “Silver Lake Investors”), the SoftBank Holders, and certain other parties named therein (the “Shareholders’ Agreement”).

Share Repurchase. In accordance with the Shareholders’ Agreement, on the Closing Date, the Issuer entered into a share repurchase agreement with SBGC (the “Share Repurchase Agreement”), pursuant to which the Issuer agreed to repurchase on the Closing Date, for $10 per share, an aggregate of 15,000,000 Shares from SBGC (the “Share Repurchase”). The amounts reported as beneficially owned by SBGC and SoftBank reflect the Share Repurchase.

Issuer Board of Directors. Pursuant to the Shareholders’ Agreement, certain of the parties have rights to nominate persons for the Issuer’s board of directors, as follows: the SoftBank Holders – two directors and one independent director; QIA – one director; the Red Crow Investors – one director and one independent director; the Silver Lake Investors – one director; and the Sponsor – two independent directors.  The rights of the parties to nominate directors to the Issuer’s board of directors are subject to their (and their respective permitted transferees’) beneficial ownership of specified amounts of the Shares beneficially on the closing date of the Mergers and decrease as their beneficial ownership of Shares decreases. Messrs. Combes and Medeiros are the SoftBank Holders’ two director nominees and G. Thompson Hutton is the SoftBank Holders’ independent director nominee, all of whom now serve on the Issuer’s board of directors.

The parties to the Shareholders’ Agreement agreed severally with the Issuer to take all necessary actions to cause the board nominees designated pursuant to the Shareholders’ Agreement to be elected to the Issuer’s board of directors. Following completion of the initial terms of each of the independent directors, the independent directors will be nominated by the Issuer’s Nominating and Corporate Governance Committee.

Additional Potential Share Repurchases. Pursuant to the Shareholders’ Agreement, if, as of the Closing, the Issuer maintains an amount of available cash that exceeds a certain minimum threshold, and the board of directors of  the Issuer approves the repurchase of Shares, then until the earlier of 180 days following the Closing and such time as the amount of such repurchases equals $100 million (the “Repurchase Limit”), the Issuer will offer the SoftBank Holders, the Silver Lake Investors, and QIA the right to sell Shares to the Issuer at $10.00 per share. The SoftBank Holders’ right to sell Shares to the Issuer is subject to an initial seven-day period when only the Silver Lake Investors and QIA may sell Shares.  Following such period, the SoftBank Holders may sell up to a percentage of Shares equal to its pro rata share of the total Shares held by the SoftBank Holders, the Silver Lake Investors and QIA, subject to the Repurchase Limit. If a holder elects not to sell the maximum number of shares permitted under the Shareholders’ Agreement and available under the Repurchase Limit, the other holders may sell additional shares to the extent their initial sales request was not fulfilled until the Repurchase Limit is reached.

Conversion of Shares of SoFi Common Stock to Non-Voting Shares

Under the Issuer’s Certificate of Incorporation, the SoftBank Holders have the right to convert their Shares into non-voting common stock (“Non-Voting Shares”) of the Issuer. Further, pursuant to the Issuer’s Certificate of Incorporation and the Shareholders’ Agreement, in the event the Issuer becomes a bank holding company within the meaning of the Bank Holding Company Act of 1956, as amended), then the minimum number of Shares held by the SoftBank Holders will automatically be converted into an equal number of Non-Voting Shares so that the SoftBank Holders, together with their affiliates, would not own or control, or be deemed to own or control, collectively, greater than 24.9% (or 14.9%, if required by the Board of Governors of the Federal Reserve Board) of the voting power of any class of voting securities of the Issuer.  The Non-Voting Shares may be converted into Shares in the following circumstances (each, a “Permitted Regulatory Transfer”):  (1) in a widespread public distribution; (2) to the Issuer; (3) in transfers in which no transferee (or group of associated transferees) would receive 2% or more of the outstanding securities of any class of voting securities of the Issuer; or (4) to a transferee that would control more than 50% of every class of voting securities of the issuing company without any transfer from the person.  Further, a SoftBank Holder may convert Non-Voting Shares into the same number of Shares in connection with any issuances of Shares by the Issuer so long as the SoftBank Holder does not acquire a higher percentage of the outstanding Shares than the SoftBank Holder controlled immediately prior to such issuance.


Registration Rights Agreement

On the Closing Date, the SoftBank Holders and other parties thereto entered into a Registration Rights Agreement (the “Registration Rights Agreement”) with respect to the Shares and other Issuer securities, including the Non-Voting Shares (if and when issued), received by such parties in connection with the Business Combination (the “Registrable Securities”). Pursuant to the Registration Rights Agreement, the Issuer has agreed to file a shelf registration statement within 45 days following the Closing Date in respect of the Registrable Securities, and will use reasonable best efforts to maintain or, in the event it ceases to be effective, replace such shelf registration statement until such parties have sold all eligible equity securities of the Issuer beneficially owned by such parties as of the Closing Date. The SoftBank Holders and other parties to the Registration Rights Agreement are entitled to customary piggyback rights on registered offerings of equity securities of the Issuer or other parties.

The SoftBank Holders and certain other parties to the Registration Rights Agreement are entitled from time-to-time to deliver to the Issuer take-down notices under the shelf registration statement stating their intent to sell Registrable Shares in an underwritten offering, which may be either a marketed or non-marketed underwritten offering, subject to certain limitations and participation rights of other parties.

Under the Registration Rights Agreement, the Issuer will indemnify the holders of Registrable Securities and certain persons or entities related to them for certain losses.

Lockup Agreement

On the Closing Date, the SoftBank Holders entered into a Lock-Up Agreement with the Issuer, the Sponsor and certain other parties named therein (the “Lock-Up Agreement”) relating to the Shares held by the SoftBank Holders immediately following the Business Combination (the “Lock-Up Shares”).  Under the Lock-Up Agreement, the SoftBank Holders (and other holders party to the agreement) agreed that they will not sell, offer or agree to sell, assign, pledge, grant any option to purchase, transfer the economic consequences of ownership or otherwise dispose of the Shares during the Lock-Up Period (as defined below), or make any public announcement of an intention to effect any such transaction.  The SoftBank Holders may transfer Shares to certain affiliated persons (“Permitted Transferees”) during the Lock-Up Period.

The “Lock-Up Period” began on the Closing Date and will end with respect to the SoftBank Holders on the earlier of (1) the date that is 180 days after the Closing Date and (2) (A) for 33% of the Lock-up Shares held by the SoftBank Holders and their Permitted Transferees, the date on which the last reported sale price of the Shares equals or exceeds $12.50 per share for any 20 trading days within any 30-trading day period commencing at least thirty 30 days after the Closing Date and (B) for an additional 50% of the Lock-Up Shares held by the SoftBank Holders and their Permitted Transferees, the date on which the last reported sale price of the Shares equals or exceeds $15.00 per share for any 20 trading days within any 30-trading day period commencing at least 30 days after the Closing Date. The Lock-Up Period for other holders party to the Lock-Up Agreement is the same with respect to Shares held by them.

The foregoing description of the Business Combination and associated transactions and agreements does not purport to be complete and is qualified in its entirety by reference to the Merger Agreement, which is filed as Exhibits 1 and 2 to this Schedule 13D, the Shareholder’s Agreement, which is filed as Exhibit 3 to this Schedule 13D, the Share Repurchase Agreement, which is filed as Exhibit 4 to this Schedule 13D, the Registration Rights Agreement, which is filed as Exhibit 5 to this Schedule 13D and the Lock-Up Agreement, which is filed as Exhibit 6 to this Schedule 13D.


Item 7.
Material to be Filed as Exhibits.

1
Agreement and Plan of Merger, dated as of January 7, 2021, by and among Social Capital Hedosophia Holdings Corp. V, Plutus Merger Sub Inc. and Social Finance, Inc. (incorporated by reference to Exhibit 2.1 to SoFi Technologies’ Registration Statement on Form S-4 filed January 11, 2021).
2
Amendment to Agreement and Plan of Merger, dated as of March 16, 2021, by and among Social Capital Hedosophia Holdings Corp. V, Plutus Merger Sub Inc. and Social Finance, Inc. (incorporated by reference to Exhibit 2.1 to SoFi Technologies’ Current Report on Form 8-K filed on March 16, 2021).
3
Shareholders’ Agreement, by and among the Social Finance, Inc., SoFi Technologies, Inc., SCH Sponsor V LLC , Social Finance, Inc. and the persons identified on the signature pages thereto (incorporated by reference to Exhibit 10.4 to SoFi Technologies’ Current Report on Form 8-K filed on June 4, 2021).
Share Repurchase Agreement, dated as of May 28, 2021, between SoftBank Group Capital Limited and SoFi Technologies, Inc.
5
Registration Rights Agreement (incorporated by reference to Exhibit 10.6 to SoFi Technologies’ Current Report on Form 8-K filed on June 4, 2021).
6
Lock-Up Agreement (incorporated by reference to Exhibit 10.8 to SoFi Technologies’ Current Report on Form 8-K filed on June 4, 2021).
Joint Filing Agreement


SIGNATURES

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated: June 7, 2021

   
 
SOFTBANK GROUP CORP.
     
 
By:
/s/ Natsuko Ohga
 
Name:
Natsuko Ohga
 
Title:
Head of Corporate Legal
   
 
SOFTBANK GROUP CAPITAL LTD
   
 
By:
/s/ Michel Combes
 
Name:
Michel Combes
 
Title:
Director
   
 
SB SONIC HOLDCO (UK) LIMITED
   
 
By:
/s/ Adam Westhead
 
Name:
Adam Westhead
 
Title:
Director


APPENDIX A-1
EXECUTIVE OFFICERS AND DIRECTORS
OF
SOFTBANK GROUP CORP.

Set forth below is a list of each executive officer and director of SoftBank Group Corp. setting forth the citizenship, business address and present principal occupation or employment (and the name and address of any corporation or organization in which such employment is conducted) of each person.

Name and Business Address
 
Present Principal Occupation
(principal business of employer)
 
Name and Address of
Corporation
or Other Organization
(if different from address
provided
in Column 1)
Masayoshi Son*, a citizen of Japan
SoftBank Group Corp.
1-7-1 Kaigan,
Minato-ku, Tokyo 105-7537
Japan
 
Representative Director, Corporate Officer, Chairman & CEO of SoftBank Group Corp.
   
         
Ken Miyauchi*, a citizen of Japan
SoftBank Group Corp.
1-7-1 Kaigan,
Minato-ku, Tokyo 105-7537
Japan
 
Board Director of SoftBank Group Corp.; Representative Director & Chairman of SoftBank Corp.
 
SoftBank Corp.
1-7-1 Kaigan, Minato-ku,
Tokyo 105-7529
         
Ronald D. Fisher*, a citizen of the
United States of America
SoftBank Group Corp.
1-7-1 Kaigan,
Minato-ku, Tokyo 105-7537
Japan
 
Board Director, Corporate Officer, Vice Chairman of SoftBank Group Corp., Director and Chairman of SoftBank Investment Advisors (US) Inc., Director and President of Star Bright Holdings Inc.
 
Star Bright Holdings Inc.
38 Glen Avenue
Newton, Massachusetts 02459
         
Marcelo Claure, a citizen of the
United States of America
SoftBank Group Corp.
1-7-1 Kaigan,
Minato-ku, Tokyo 105-7537
Japan
 
Corporate Officer, Executive Vice President & COO of SoftBank Group Corp., Director of T-Mobile US, Inc, and Executive Chairman of The We Company
   
         
Rajeev Misra, a citizen of the
United Kingdom of Great Britain and Northern Ireland
SoftBank Group Corp.
1-7-1 Kaigan,
Minato-ku, Tokyo 105-7537
Japan
 
Corporate Officer, Executive Vice President of SoftBank Group Corp. and CEO of SB Investment Advisers
   
         
Simon Segars*, a citizen of the
United Kingdom of Great Britain and Northern Ireland
SoftBank Group Corp.
1-7-1 Kaigan,
Minato-ku, Tokyo 105-7537
Japan
 
Board Director of SoftBank Group Corp.; CEO of Arm Limited; and Vice Chairman and Director of Global Semiconductor Alliance
 
Arm Limited
150 Rose Orchard Way
San Jose, CA 95134
         
Yuko Kawamoto*, a citizen of Japan
SoftBank Group Corp.
1-7-1 Kaigan,
Minato-ku, Tokyo 105-7537
Japan
 
External Board Director, Independent Officer of SoftBank Group Corp.; Director of Thomson Reuters Founders Share Company
   


Lip-Bu Tan*, a citizen of the United States of America
SoftBank Group Corp.
1-7-1 Kaigan,
Minato-ku, Tokyo 105-7537
Japan
 
External Board Director, Independent Officer of SoftBank Group Corp.; Founder and Chairman of Walden International, Inc.; CEO of Cadence Design Systems Inc.; Director of Schneider Electric Corporation
   
         
Masami Iijima*, a citizen of Japan
SoftBank Group Corp.
1-7-1 Kaigan,
Minato-ku, Tokyo 105-7537
Japan
 
External Board Director, Independent Officer of SoftBank Group Corp.; Representative Director, Chairman of the Board of Directors of MITSUI & CO., LTD.; Counsellor to Bank of Japan; and Director of Isetan Mitsukoshi Holdings Ltd.
 
MITSUI & CO., LTD.
2-1, Otemachi 1-chome, Chiyoda-ku,
Tokyo 100-8631
Japan
         
Yutaka Matsuo*, a citizen of Japan
SoftBank Group Corp.
1-7-1 Kaigan,
Minato-ku, Tokyo 105-7537
Japan
 
External Board Director, Independent Officer of SoftBank Group Corp. and Associate Professor, Graduate School of Engineering at the University of Tokyo
   
         
Soichiro Uno**, a citizen of Japan
SoftBank Group Corp.
1-7-1 Kaigan,
Minato-ku, Tokyo 105-7537
Japan
 
External Audit & Supervisory Board Member of SoftBank Group Corp.; Partner at
Nagashima Ohno & Tsunematsu; Director at Dream Incubator Inc.; and Director at TERUMO COPORATION
   
         
Hidekazu Kubokawa**, a citizen of Japan
SoftBank Group Corp.
1-7-1 Kaigan,
Minato-ku, Tokyo 105-7537
Japan
 
External Audit & Supervisory Board Member, Independent Officer of SoftBank Group Corp.; Representative Partner at Yotsuya Partners Accounting Firm; Audit & Supervisory Board Member of Digital Arts Inc.; and Corporate Auditor of KYORITSU PRINTING CO., LTD.
   
         
Maurice Atsushi Toyama**, a citizen of the
United States of America
SoftBank Group Corp.
1-7-1 Kaigan,
Minato-ku, Tokyo 105-7537
Japan
 
Full-time External Audit & Supervisory Board Member, Independent Officer of SoftBank Group Corp.
   
         
Masato Suzaki**, a citizen of Japan
SoftBank Group Corp.
1-7-1 Kaigan,
Minato-ku, Tokyo 105-7537
Japan
 
Full-time Audit & Supervisory Board Member of SoftBank Group Corp.
   
         
Yoshimitsu Goto*, a citizen of Japan
SoftBank Group Corp.
1-7-1 Kaigan,
Minato-ku, Tokyo 105-7537
Japan
 
Board Director, Corporate Officer, Senior Vice President, CFO, CISO & CSusO of SoftBank Group Corp.
   


Kazuko Kimiwada, a citizen of Japan
SoftBank Group Corp.
1-7-1 Kaigan,
Minato-ku, Tokyo 105-7537
Japan
 
Corporate Officer, Senior Vice President of SoftBank Group Corp.
   
         
Timothy A. Mackey, a citizen of New Zealand
SoftBank Group Corp.
1-7-1 Kaigan,
Minato-ku, Tokyo 105-7537
Japan
 
Corporate Officer, CLO & GCO of SoftBank Group Corp.
   

*
Director
**
Corporate Auditor
 

APPENDIX A-2
EXECUTIVE OFFICERS AND DIRECTORS
OF
SOFTBANK GROUP CAPITAL LIMITED

Set forth below is a list of each executive officer and director of SoftBank Group Capital Limited setting forth the citizenship, business address and present principal occupation or employment (and the name and address of any corporation or organization in which such employment is conducted) of each person.

Name and Business Address
 
Present Principal Occupation
(principal business of employer)
 
Name and Address of
Corporation
or Other Organization
(if different from address
provided
in Column 1)
Marcelo Claure, a citizen of the
United States of America
SoftBank Group Corp.
1-7-1 Kaigan,
Minato-ku, Tokyo 105-7537
Japan
 
Executive Vice President & COO of SoftBank Group Corp., Director of T-Mobile US, Inc, and Executive Chairman of The We Company
   
         
Michel Combes, a citizen of France
69 Grosvenor Street,
London, England,
United Kingdom W1K 3JP
 
President of SoftBank Group International
   


APPENDIX A-3
EXECUTIVE OFFICERS AND DIRECTORS
OF
SB SONIC HOLDCO (UK) LIMITED

Set forth below is a list of each executive officer and director of SB Sonic Holdco (UK) Limited setting forth the citizenship, business address and present principal occupation or employment (and the name and address of any corporation or organization in which such employment is conducted) of each person.

Name and Business Address
 
Present Principal Occupation
(principal business of employer)
 
Name and Address of Corporation
or Other Organization
(if different from address provided
in Column 1)
         
Adam Westhead, a citizen of the
United Kingdom of Great Britain and Northern Ireland
69 Grosvenor Street,
London, England,
United Kingdom W1K 3JP
 
Director, Legal at SoftBank Group International
   
         
Sarah Taylor, a citizen of the United Kingdom of Great Britain and Northern Ireland
69 Grosvenor Street,
London, England,
United Kingdom W1K 3JP
 
Managing Partner, Global Tax at SoftBank Group International
   
 


EX-99.4 2 brhc10025470_ex99-4.htm EXHIBIT 4

Exhibit 4
 
SHARE REPURCHASE AGREEMENT

dated as of

May 28, 2021

between

SoftBank Group Capital Limited

and

SoFi Technologies, Inc.
 

TABLE OF CONTENTS
 
 
Page
   
Article 1
SALE AND REPURCHASE
 
1.1
Repurchase
2
1.2
Closing
2
1.3
Closing Condition
3
     
Article 2
REPRESENTATIONS AND WARRANTIES OF SELLER
 
2.1
Existence
3
2.2
Power and Authority
3
2.3
Authorization
3
2.4
No Conflicts
3
2.5
Title
4
     
Article 3
REPRESENTATIONS AND WARRANTIES OF THE COMPANY
 
3.1
Existence
4
3.2
Power and Authority
4
3.3
Authorization
4
3.4
No Conflicts
4
3.5
Company Board Approval
5
     
Article 4
MISCELLANEOUS
 
4.1
Termination
5
4.2
Further Assurances
5
4.3
Survival
5
4.4
Amendments and Waivers
5
4.5
Assignment; Binding Agreement
5
4.6
No Third Party Beneficiaries
5
4.7
Entire Agreement
5
4.8
Severability
6
4.9
Counterparts
6
4.10
Governing Law; Jurisdiction; Forum; Waiver of Trial by Jury.
6
4.11
Notices
7
4.12
Interpretation
8


SHARE REPURCHASE AGREEMENT
 
This Share Repurchase Agreement, dated as of May 28, 2021 (this “Repurchase Agreement”), is made between SoftBank Group Capital Limited, a private limited company incorporated in England and Wales (“SBGC” or “Seller”) and wholly owned subsidiary of SoftBank Group Corp., a Japanese kabushiki kaisha (“SoftBank”) and SoFi Technologies, Inc., a newly-formed Delaware corporation (formerly known as Social Capital Hedosophia Holdings Corp. V, a Cayman Islands exempted company limited by shares prior to its domestication as a Delaware corporation) (the “Company”).
 
WHEREAS, the Company entered into an Agreement and Plan of Merger, dated as of January 7, 2021, as amended on March 16, 2021 (as it may be further amended, the “Merger Agreement”), by and among Plutus Merger Sub Inc., a Delaware corporation and direct wholly owned subsidiary of the Company, Social Finance, Inc., a Delaware corporation (“SoFi”) and the other parties thereto, pursuant to which the Seller, and other holders of SoFi capital stock, received shares of common stock, par value $0.0001 per share (“Common Stock”) of the Company;
 
WHEREAS, capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Merger Agreement;
 
WHEREAS, in connection with the transactions contemplated by the Merger Agreement, the Company entered into subscription agreements with the PIPE Investors, pursuant to which such PIPE Investors, substantially concurrently with the Effective Time, purchased shares of Common Stock from the Company (the proceeds received by the Company in such purchases, the “PIPE Proceeds”);
 

WHEREAS, immediately prior to the Effective Time (as defined in the Merger Agreement), SoftBank, indirectly through SBGC and SB Sonic HoldCo (UK) Limited (“SB Sonic”), beneficially owned 69,930,854 shares of capital stock of SoFi, including, (A) with respect to SBGC, (i) 614,425 shares of common stock, par value $0.0000025 per share, of the Company (the “SoFi Common Stock”); (ii) 6,634 shares of non-voting common stock, par value $0.0000025 per share (“SoFi Non-Voting Common Stock”); and (iii) 34,421,364 shares of preferred stock, each with a par value of $0.0000025 per share (“SoFi Preferred Stock”), including 117,860 shares of SoFi Series A Preferred Stock; 1,027,297 shares of SoFi Series B Preferred Stock; 31,825 shares of SoFi Series C Preferred Stock; 669,710 shares of SoFi Series D Preferred Stock; 514,034 shares of SoFi Series E Preferred Stock; 24,158,553 shares of SoFi Series F Preferred Stock; 5,644,720 shares of SoFi Series G Preferred Stock; and 2,257,365 shares of SoFi Series H Preferred Stock; and (B) with respect to SB Sonic, (i) 1,920,628 shares of SoFi Common Stock; (ii) 19,914 shares of SoFi Non-Voting Common Stock; and (iii) 32,947,889 shares of SoFi Preferred Stock, including 1,163,894 shares of SoFi Series A Preferred Stock; 348,616 shares of SoFi Series B Preferred Stock; 100,532 shares of SoFi Series C Preferred Stock; 9,548,184 shares of SoFi Series D Preferred Stock; 1,580,107 shares of SoFi Series E Preferred Stock; and 20,206,556 shares of SoFi Series F Preferred Stock;
 

WHEREAS, immediately after the consummation of the transactions contemplated by the Merger Agreement, SoftBank, indirectly through SBCG and SB Sonic beneficially own 132,796,731 shares of Common Stock, including (i) 68,111,494 shares of Common Stock held by SBGC and (ii) 64,685,237 shares of Common Stock held by SB Sonic; and
 
WHEREAS, the Company desires to use a portion of the PIPE Proceeds to purchase from the Seller, and the Seller wishes to sell to the Company, the Repurchase Shares (as defined below) on the terms and subject to the conditions set forth in this Repurchase Agreement (the “Repurchase Transaction”).
 
NOW, THEREFORE, in consideration of the mutual promises and covenants set forth herein and for good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties agree as follows:
 
Article 1
SALE AND REPURCHASE
 
1.1          Repurchase.
 

(a)          On the terms and subject to the conditions set forth in this Repurchase Agreement, on the Repurchase Closing Date (as defined below), the Seller shall sell and transfer to the Company, and the Company shall purchase from the Seller, 15,000,000 shares of Common Stock (the “Repurchase Shares”).
 
(b)          The aggregate purchase price for the Repurchase Shares (the “Repurchase Price”) shall be equal to $150,000,000 in the aggregate at $10 per share.
 

1.2          Closing.  The closing of the purchase of the Repurchase Shares (the “Repurchase Closing”) shall occur on the date hereof and be held at the offices of Morrison & Foerster LLP, at 250 West 55th Street, New York, New York 10019 at 10 a.m. New York City time, or such other date or place as the Company and the Seller may mutually agree, subject to the satisfaction or waiver of the conditions set forth in Section 1.3 below (the date on which the Repurchase Closing actually occurs is referred to herein as the “Repurchase Closing Date”).  At the Repurchase Closing:
 
(a)          the Seller shall deliver or cause to be delivered to the Company, as specified by the Company in Annex A, all right, title and interest in and to the Repurchase Shares free and clear of all liens, claims, security interests and other encumbrances (collectively, “Encumbrances”), together with all documentation reasonably necessary for transfer to the Company (which the Company and Seller agree shall include stock powers, in respect of which the Company will waive any medallion guaranty requirement); and
 
(b)          (i) the Company, shall immediately pay to the Seller in immediately available funds by wire transfer to the account specified by the Seller in Annex B the Repurchase Price, net of any fees, and expenses incurred, which are to be borne by the Company, as consideration for the Repurchase Shares.
 
2

1.3         Closing Condition.  The obligation of the Seller to sell the Repurchase Shares to the Company and the obligation of the Company to purchase and pay for the Repurchase Shares on the Repurchase Closing Date are subject to the condition that the representations and warranties of the Seller in Article 2 (in the case of the conditions to the Company’s obligations) and the Company in Article 3 (in the case of the conditions to the Seller’s obligations) shall be true and correct as of such Repurchase Closing Date as if then made.
 
1.4         SoFi Certificate.  Seller and the Company acknowledge and agree that in accordance with that certain instruction letter (“Instruction Letter”), dated as of the date hereof, delivered by the Company to Continental Stock Transfer & Trust Company (the “Transfer Agent”), the Transfer Agent has been instructed to reflect on its records that as of the immediately prior to the Effective Time, that certain certificate, dated September 25, 2015, representing 19,015,865 shares of SoFi Series F Preferred Stock (which physical certificate is labeled Certificate Number PF-1 and is referred to in the records of SoFi as Security Number PF-3) held in the name of Seller (the “SoftBank Certificate”) has been cancelled and the shares of Series F Preferred Stock previously represented by such SoftBank Certificate have been issued in uncertificated (book-entry) form, and that as of the Effective Time 36,793,797 shares of Common Stock (the “Book-Entry Shares”) have been issued to Seller in respect of such Series F Preferred Stock pursuant to the terms of the Merger Agreement and in accordance with the Instruction Letter without such SoftBank Certificate having been delivered to the Transfer Agent, and that no additional shares of Common Stock or any other capital stock of the Company will be issued upon delivery of any such SoftBank Certificate.
 
Article 2
REPRESENTATIONS AND WARRANTIES OF SELLER
 
The Seller hereby makes the following representations and warranties to the Company:
 
2.1         Existence.  The Seller is a private limited company incorporated and existing under the laws of England and Wales.
 
2.2         Power and Authority.  The Seller has the full right, power and authority to execute and deliver this Repurchase Agreement and to perform its obligations hereunder; and all action required to be taken for the due and proper authorization, execution and delivery by it of this Repurchase Agreement and the consummation of the transaction contemplated hereby has been duly and validly taken.
 
2.3         Authorization.  This Repurchase Agreement has been duly authorized, executed and delivered by or on behalf of the Seller and constitutes a valid and binding agreement of the Seller enforceable in accordance with its terms, except to the extent enforcement thereof may be limited by bankruptcy, insolvency, reorganization or other laws affecting enforcement of creditors’ rights or by general equitable principles.
 
2.4         No Conflicts.  The execution, delivery and performance by the Seller of this Repurchase Agreement will not (a) conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default under any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to which the Seller is a party or by which the Seller is bound, (b) result in any violation of the provisions of the organizational documents of the Seller or (c) result in the violation of any law or statute or any judgment, order, rule or regulation of any court or arbitrator or governmental or regulatory authority, except, in the case of clauses (a) and (c) above, for any such conflict, breach, violation or default that would not materially and adversely affect the sale of the Repurchase Shares and the consummation of any other transaction herein contemplated.
 
3

2.5         Title.  As of the date hereof and immediately prior to the delivery of the Repurchase Shares at any closing under this Repurchase Agreement, the Seller is the sole legal and beneficial owner of, and holds, and will hold, good and valid title to the Repurchase Shares, free and clear of all Encumbrances.  As of immediately prior to the Effective Time, the Seller was the sole legal and beneficial owner of, and held good and valid title to the Book-Entry Shares, free and clear of all Encumbrances.

Article 3
REPRESENTATIONS AND WARRANTIES OF THE COMPANY
 
The Company hereby makes the following representations and warranties to the Seller:
 
3.1         Existence.  The Company has been duly organized and is validly existing and in good standing under the laws of the State of Delaware.
 
3.2         Power and Authority.  The Company has the full right, power and authority to execute and deliver this Repurchase Agreement and to perform its obligations hereunder; and all action required to be taken for the due and proper authorization, execution and delivery by it of this Repurchase Agreement and the consummation of the transaction contemplated hereby has been duly and validly taken.
 
3.3         Authorization.  This Repurchase Agreement has been duly authorized, executed and delivered by or on behalf of the Company and constitutes a valid and binding agreement of the Company enforceable in accordance with its terms, except to the extent enforcement thereof may be limited by bankruptcy, insolvency, reorganization or other laws affecting enforcement of creditors’ rights or by general equitable principles.
 
3.4         No Conflicts.  The execution, delivery and performance by the Company of this Repurchase Agreement will not (a) conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default under any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to which the Company is a party or by which the Company is bound, (b) result in any violation of the provisions of the organizational documents of the Company or (c) result in the violation of any law or statute or any judgment, order, rule or regulation of any court or arbitrator or governmental or regulatory authority, except, in the case of clauses (a) and (c) above, for any such conflict, breach violation or default that would not materially and adversely affect the purchase of the Repurchase Shares and the consummation of any other transaction herein contemplated.
 
4

3.5         Company Board Approval.  The Board of Directors of the Company has adopted resolutions in advance specifically approving, for purposes of Rule 16b-3 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), the Repurchase Transactions and any other transactions involving dispositions to, or acquisitions from, the Company of the Common Stock or other “equity securities” or “derivative securities” (each as defined for purposes of Section 16 of the Exchange Act and the rules and regulations promulgated by the Securities and Exchange Commission thereunder), as may be carried out in connection with the transactions contemplated herein.

Article 4
MISCELLANEOUS
 
4.1          Termination.  This Repurchase Agreement may be terminated prior to the Repurchase Closing (i) by mutual written consent of the Company and the Seller or (ii) by either the Company or the Seller on or after 11:59 p.m. ET on  the Agreement End Date if the Repurchase Closing shall not have occurred by such date.
 
4.2         Further Assurances.  Each party hereto agrees to execute and deliver, or cause to be executed and delivered, such agreements, instruments and other documents, and take such other actions consistent with the terms of this Repurchase Agreement, as the other party may reasonably require from time to time in order to carry out the purposes of this Repurchase Agreement.
 
4.3         Survival.  All representations and warranties contained herein or made in writing by any party in connection herewith shall survive the execution and delivery of this Repurchase Agreement and the consummation of the transactions contemplated thereby.
 
4.4         Amendments and Waivers.  Except as otherwise provided herein, the provisions of this Repurchase Agreement may be amended or waived only by written agreement executed by the parties hereto.
 
4.5         Assignment; Binding Agreement.  This Repurchase Agreement and the rights and obligations arising hereunder shall inure to the benefit of and be binding upon the parties hereto, and neither party may assign any of its rights or delegate any of its obligations hereunder without the express written consent of the other party, except that the Seller may transfer and assign all rights and obligations arising under this Repurchase Agreement to its affiliates; provided, that no such transfer shall relieve Seller of its obligations arising under this Repurchase Agreement.
 
4.6         No Third Party Beneficiaries.  Nothing in this Repurchase Agreement shall convey any rights upon any person or entity which is not a party or a successor or permitted assignee of a party to this Repurchase Agreement.
 
4.7         Entire Agreement.  This Repurchase Agreement constitutes the sole and entire agreement among the parties with respect to the subject matter of this Repurchase Agreement, and supersedes all prior representations, agreements and understandings, written or oral, with respect to the subject matter hereof.
 
5

4.8         Severability.  In the event that any one or more of the provisions contained herein, or the application thereof in any circumstances, is held invalid, illegal or unenforceable in any respect for any reason, the validity, legality and enforceability of any such provision in every other respect and of the remaining provisions contained herein shall not be in any way impaired thereby, it being intended that all of the rights and privileges of the parties shall be enforceable to the fullest extent permitted by law.  To the extent that any such provision is so held to be invalid, illegal or unenforceable, the parties shall in good faith use commercially reasonable efforts to find and effect an alternative means to achieve the same or substantially the same result as that contemplated by such provision.
 
4.9         Counterparts.  This Repurchase Agreement may be signed in any number of counterparts, each of which shall be deemed an original (including signatures delivered via facsimile or electronic mail) with the same effect as if the signatures thereto and hereto were upon the same instrument. The parties hereto may deliver this Repurchase Agreement by facsimile or by electronic mail and each party shall be permitted to rely on the signatures so transmitted to the same extent and effect as if they were original signatures.
 
4.10       Governing Law; Jurisdiction; Forum; Waiver of Trial by Jury.
 
(a)          THIS REPURCHASE AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE, REGARDLESS OF THE LAWS THAT MIGHT OTHERWISE GOVERN UNDER ANY APPLICABLE PRINCIPLES OF CONFLICTS OF LAWS THEREOF. In any action between the parties arising out of or relating to this Repurchase Agreement, each of the parties (i) irrevocably and unconditionally consents and submits to the exclusive jurisdiction and venue of the Court of Chancery of the State of Delaware in and for New Castle County, Delaware, (ii) agrees that it will not attempt to deny or defeat such jurisdiction by motion or other request for leave from such court, and (iii) agrees that it will not bring any such action in any court other than the Court of Chancery for the State of Delaware in and for New Castle County, Delaware, or, if (and only if) such court finds it lacks subject matter jurisdiction, the federal court of the United States of America sitting in the State of Delaware, and appellate courts thereof, or, if (and only if) each of such Court of Chancery for the State of Delaware and such federal court finds it lacks subject matter jurisdiction, any state court within the State of Delaware. Service of process, summons, notice or document to any party’s address and in the manner set forth in Section 4.11 shall be effective service of process for any such action.
 
(b)         EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS REPURCHASE AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE IT HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS REPURCHASE AGREEMENT AND ANY OF THE AGREEMENTS DELIVERED IN CONNECTION HEREWITH OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY. EACH PARTY CERTIFIES AND ACKNOWLEDGES THAT (i) NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER, (ii) IT UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF SUCH WAIVER, (iii) IT MAKES SUCH WAIVER VOLUNTARILY AND (iv) IT HAS BEEN INDUCED TO ENTER INTO THIS REPURCHASE AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVER AND CERTIFICATIONS IN THIS SECTION 4.10(b).
 
6

4.11        Notices.
 
(a)          Unless otherwise provided in this Repurchase Agreement, all notices and other communications provided for hereunder shall be dated and in writing and shall be deemed to have been given (i) when delivered, if delivered personally, sent by confirmed telecopy or sent by registered or certified mail, return receipt requested, postage prepaid, provided that such delivery is completed during normal business hours of the recipient, failing which such notice shall be deemed to have been given on the next business day, (ii) on the next business day if sent by overnight courier and delivered on such business day within ordinary business hours and, if not, the next business day following delivery; and (iii) when received, if received during normal business hours and, if not, the next business day after receipt, if delivered by means other than those specified above.  Such notices shall be delivered to the address set forth below, or to such other address as a party shall have furnished to the other party in accordance with this Section.
 
If to the Seller, to:

 
SoftBank Group Capital Limited
1 Circle Star Way, 4F
San Carlos, California 94070
Attn: Stephen Lam
Email: sbgi-notice@softbank.com

with a copy (which shall not constitute notice) to:

Morrison & Foerster LLP
425 Market Street
San Francisco, California 94105
Attn: Susan H. Mac Cormac
Email: SMaccormac@mofo.com

If to the Company, to:

SoFi Technologies, Inc.
234 1st Street
San Francisco, CA 94129
Attention: Investor Relations
Email: ir@sofi.org
 
with a copy to (which shall not constitute notice):
 
SoFi Technologies, Inc.
10701 Parkridge Blvd., Suite 120
Reston, VA 20191
Attention: Robert Lavet, General Counsel
Email: rlavet@sofi.org
 

7

with a copy to (which shall not constitute notice):
 
Wachtell, Lipton, Rosen & Katz
51 W. 52nd Street
New York, NY 10019
Attention: Raaj S. Narayan
Email: rsnarayan@wlrk.com
 
4.12       Interpretation.  The headings contained in this Repurchase Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Repurchase Agreement.
 
[Signature Page Follows]

8

In witness whereof, the parties have caused this Repurchase Agreement to be executed and delivered as of the date first above written.

 
SOFTBANK GROUP CAPITAL LIMITED
     
 
By:
/s/ Michel Combes
   
Name: Michel Combes
   
Title:   Director
     
 
SOFI TECHNOLOGIES, INC.
     
 
By:
/s/ Anthony Noto
   
Name:  Anthony Noto
   
Title:    Chief Executive Officer

[Signature Page to Share Repurchase Agreement]



EX-99.7 3 brhc10025470_ex99-7.htm EXHIBIT 7

Exhibit 7

JOINT FILING AGREEMENT

The undersigned hereby agree that the foregoing statement on Schedule 13D is filed on behalf of each of the undersigned, and any amendments thereto executed by the undersigned shall be filed on behalf of each of the undersigned without the necessity of filing any additional joint filing agreement. The undersigned acknowledge that each is responsible for the timely filing of such statement on Schedule 13D and any amendments thereto, and for the completeness and accuracy of the information concerning it contained therein, but shall not be responsible for the completeness or accuracy of the information concerning the others of the undersigned, except to the extent that it knows or has reason to believe that such information is inaccurate or incomplete. This Joint Filing Agreement may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument.

IN WITNESS WHEREOF, the undersigned have executed this Joint Filing Agreement as of June 7, 2021.

 
SOFTBANK GROUP CORP.
     
 
By:
/s/ Natsuko Ohga
 
Name:
Natsuko Ohga
 
Title:
Head of Corporate Legal
   
 
SOFTBANK GROUP CAPITAL LTD
   
 
By:
/s/ Michel Combes
 
Name:
Michel Combes
 
Title:
Director
   
 
SB SONIC HOLDCO (UK) LIMITED
   
 
By:
/s/ Adam Westhead
 
Name:
Adam Westhead
 
Title:
Director