Bilibili Inc. (BILI) Prices $1.4B Offering of Convertible Senior Notes

Bilibili Inc. (“Bilibili” or the “Company”) (NASDAQ: BILI and HKEX: 9626), an iconic brand and a leading video community for young generations in China, today announced the pricing of US$1,400 million in aggregate principal amount of convertible senior notes due 2026 (the “Notes”) (the “Notes Offering”). The Notes have been offered to persons reasonably believed to be qualified institutional buyers in reliance on the exemption from registration provided by Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”). In addition, the Company has granted the initial purchasers in the Notes Offering a 30-day option to purchase up to an additional US$200 million principal amount of the Notes.

When issued, the Notes will be senior, unsecured obligations of Bilibili. The Notes will mature on December 1, 2026, unless repurchased, redeemed or converted in accordance with their terms prior to such date. Holders may convert their Notes at their option at any time prior to the close of business on the fifth scheduled trading day immediately preceding the maturity date. The initial conversion rate of the Notes is 10.6419 American depositary shares of the Company (the “ADSs”) per US$1,000 principal amount of Notes (which is equivalent to an initial conversion price of approximately US$93.97 per ADS and represents a conversion premium of approximately 40% above the closing price of the Company’s ADSs on November 18, 2021, which was US$67.12 per ADS), and is subject to adjustment upon the occurrence of certain events described below. Upon conversion, the Company will pay or deliver, as the case may be, cash, ADSs or a combination of cash and ADSs, at its election. Holders of the Notes may elect to receive Class Z ordinary shares in lieu of any ADSs deliverable upon conversion.

The Company may redeem for cash all or any part of the Notes on or after December 1, 2024 if the last reported sale price of the ADSs has been at least 130% of the conversion price for the Notes then in effect for at least 20 trading days, whether or not consecutive, during any 30 consecutive trading day period preceding the date on which the Company provides notice of redemption (the “Optional Redemption”). In addition, the Company may redeem for cash all but not part of the Notes at any time if less than 10% of the aggregate principal amount of Notes originally issued remains outstanding at such time (the “Cleanup Redemption”). The Company may also redeem the Notes upon the occurrence of certain tax-related events (the “Tax Redemption”). Holders of the Notes may require the Company to repurchase for cash all or part of their Notes in cash on December 1, 2024, or in the event of certain fundamental changes. In connection with certain corporate events or if the Company issues a notice of Optional Redemption, Cleanup Redemption or Tax Redemption, it will, under certain circumstances, increase the conversion rate for holders who elect to convert their Notes in connection with such corporate event or such Optional Redemption, Cleanup Redemption or Tax Redemption.

The Notes will bear interest at a rate of 0.5% per year, payable semiannually in arrears on June 1 and December 1 of each year, beginning on June 1, 2022.

The Company intends to use the net proceeds from the Notes Offering for the enrichment of content offerings, research and development, and general corporate purposes. The Company plans to use an equivalent amount of the net proceeds from the Notes Offering to finance or refinance, in whole or in part, one or more of its new or existing Eligible Projects pursuant to its Sustainable Finance Framework, which has been made available to investors via the Company’s IR website: ir.bilibili.com.

The Notes, the ADSs deliverable upon conversion of the Notes, if any, or the Class Z ordinary shares represented thereby or deliverable upon conversion of the Notes in lieu of the ADSs have not been and will not be registered under the Securities Act or the securities laws of any other places. They may not be offered or sold within the United States or to U.S. persons, except to persons reasonably believed to be qualified institutional buyers in reliance on the exemption from registration provided by Rule 144A under the Securities Act.

You May Also Be Interested In

• INmune Bio (INMB) Prices 986K Share Offering at $9.84/sh
• HF Foods Group (HFFG) Appoints Cindy Yao as CFO
• Oracle (ORCL) U.S. Government Cloud Customers Accelerate Sovereign AI with NVIDIA AI Enterprise