Rakuten Group has registered capacity to issue up to ¥600bn in bonds over the next two years, according to a shelf registration statement filed with the Kanto Local Finance Bureau on September 18, 2026. The registration takes effect September 30, 2026 and runs until September 29, 2028.
A shelf registration sets a ceiling on what a company can raise. It is not a completed sale. Details not already fixed in this filing, such as coupon, price and offering dates for the straight and dated subordinated bonds, will be set out in a correction registration statement or shelf-registration supplement whenever Rakuten actually issues bonds under this cap. The perpetual subordinated bonds carry no maturity date at all, by design.
Three structures on offer
The filing covers three bond types. The first is straight unsecured bonds carrying a pari passu negative-pledge covenant: Rakuten must grant these bondholders equal-ranking security if it later pledges collateral to other domestic unsecured bonds it has issued or will issue, except bonds carrying a defined security-switch clause. The second is dated subordinated bonds with interest-deferral and early-redemption features. Rakuten can call these before maturity for tax reasons or if a credit-rating agency decides to treat them as having lower capital content than originally assumed, redeeming at ¥101 per ¥100 face value if the call happens before the first scheduled optional redemption date, or ¥100 after that date. The third is perpetual subordinated bonds with no fixed maturity, callable on the same tax- or capital-event terms, and ranking behind senior creditors if Rakuten enters liquidation or bankruptcy proceedings.
| Bond structure | Seniority | Redemption feature |
|---|---|---|
| Straight unsecured bonds | Senior unsecured, pari passu negative-pledge covenant | Terms undetermined; standard maturity redemption |
| Dated subordinated bonds | Subordinated, ranks behind senior debt | Callable at ¥101 (before first optional call date) or ¥100 (after) for tax or rating-agency capital-event reasons |
| Perpetual subordinated bonds | Subordinated, no fixed maturity, ranks behind senior claims in liquidation or bankruptcy | Same tax- or capital-event call terms as dated subordinated bonds |
The three structures described in the filing will not have a bond administrator (社債管理者); holders must manage and enforce their own claims under the Companies Act exception the filing invokes for those bonds. All three are unsecured, carry no guarantees, and have no assets set aside specifically for repayment.
Boilerplate use of proceeds
The filing states that proceeds from any bonds sold under this shelf are intended for working capital, capital expenditure, investment and loan funds, debt repayment, and redemption of commercial paper or existing bonds. That is standard shelf-registration language rather than a financing plan tied to a specific project, and the filing gives no breakdown of how much might go to each purpose.
Representative Director, Chairman and President Hiroshi Mikitani signed the filing. The shelf carries registration number 8-Kanto 3, filed under EDINET code E05080.