Alibaba (BABA) Completes $5B Convertible Notes Offering

Alibaba (NYSE: BABA) today announced the completion of its private offering of US$5 billion aggregate principal amount of 0.50% Convertible Senior Notes due 2031 (the “Notes”), which amount includes the exercise in full by the initial purchasers of their option to purchase an additional US$500 million aggregate principal amount of the Notes (the “Option Exercise”). In connection with the Option Exercise, the Company also entered into additional capped call transactions with one or more of the initial purchasers and/or their affiliates and/or other financial institutions, using US$63.75 million of the net proceeds from the sale of the additional Notes. The capped call transactions are generally expected to reduce potential dilution to the ADSs and the ordinary shares of the Company upon conversion of the Notes by effectively increasing the conversion premium from approximately 30% to 100% over the last reported sale price of US$80.80 per ADS on the New York Stock Exchange on May 23, 2024. The Notes have been offered to persons reasonably believed to be qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”) and to certain non-U.S. persons in offshore transaction in reliance on Regulation S under the Securities Act.

The initial conversion rate for the Notes is 9.5202 ADSs per US$1,000 principal amount of the Notes, which is equivalent to an initial conversion price of approximately US$105.04 per ADS. The initial conversion price represents a premium of approximately 30% over the last reported sale price of US$80.80 per ADS on the NYSE on May 23, 2024. The conversion rate is subject to adjustment in some events, but will not be adjusted for any accrued and unpaid interest. In addition, following certain corporate events that occur prior to the maturity date or following our delivery of a notice of redemption, we will, in certain circumstances, increase the conversion rate for a holder who elects to convert its Notes in connection with such a corporate event or such notice of redemption, as the case may be.

The Notes, the ADSs deliverable upon conversion of the Notes, if any, and the ordinary shares represented thereby or deliverable upon conversion of the Notes in lieu thereof, have not been and will not be registered under the Securities Act or any state securities laws, and are being offered and sold in the United States only to persons reasonably believed to be qualified institutional buyers pursuant to Rule 144A under the Securities Act and to certain non-U.S. persons in offshore transaction in reliance on Regulation S under the Securities Act.

This press release shall not constitute an offer to sell or a solicitation of an offer to purchase any securities, nor shall there be a sale of the securities in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful.

You May Also Be Interested In

• Baidu, Alibaba Group Named In Pentagon Notice On Military Firms In US - Bloomberg
• Venu Holding enters $250 million at-the-market stock offering agreement
• Nutrien warns shareholders about below-market mini-tender offer