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.
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. SB Investment Advisers (US) Inc.
is a wholly-owned subsidiary of, and is controlled by, SoftBank Group Corp.
Additionally, from time to time and 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, 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,
from time to time, 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.
SoftBank Group Corp., pursuant to the definitive merger agreement and related documents
entered into with Fortress Investment Group LLC (“Fortress”), a global investment management
firm, announced that it had completed its acquisition of Fortress on December 27, 2017. As
described further in the applicable Memorandum, Fortress has an existence independent of
SoftBank Investment Advisers and the Funds, and primarily carries out its investment operations
independently of SoftBank Investment Advisers and the Funds, apart from the services of certain
SoftBank Group personnel to both SoftBank Investment Advisers and Fortress. However, certain
personnel of SoftBank Group, including members of both SoftBank Investment Advisers’ board
of directors and investment committee, serve on the board of directors of Fortress, but will not
serve on the investment committees of any pooled investment vehicles, managed accounts or other
similar products sponsored or advised by Fortress. For regulatory and contractual reasons
information barriers have been implemented between Fortress and SoftBank Investment Advisers
and the Funds.
SoftBank Group and Fortress personnel are not expected to share information with one
another as a matter of course, including with respect to potential investment opportunities. As part
of its ordinary course of business, and as described more fully in the applicable Fund’s
Memorandum, Fortress and its subsidiaries and affiliates may act as an investor, investment
manager, lender and/or in other capacities related to Fortress’ investment management business,
and have, and will have, other direct and indirect interests in the markets in which the Funds and
the Funds’ investments may also directly and indirectly invest. Certain conflicts of interest may
arise in connection with the activities of Fortress.
As of March 31, 2023, SoftBank Investment Advisers managed approximately
$65,927,476,128 of regulatory assets under management on a discretionary basis.