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GlobeNewswire·

Bilibili Inc. Announces Proposed Offerings of US$700 Million Convertible Senior Notes, Concurrent Equity Placement and Concurrent Share Repurchases

BILI
  • Bilibili Inc. announced a proposed offering of US$700 million in aggregate principal amount of convertible senior notes due 2031.
  • The offering includes US$200 million subscribed by Tencent Holdings Limited, with the remaining US$500 million offered to non-U.S. qualified institutional buyers.
  • Proceeds will fund concurrent repurchases, AI-driven growth initiatives including content comprehension and user engagement, and general corporate purposes.
  • The Notes are senior, unsecured obligations maturing on September 15, 2031, with no regular interest or accretion.
  • Holders may convert Notes into Class Z ordinary shares at their option prior to maturity, with the initial conversion rate to be determined at pricing.
  • The Company may redeem Notes for cash after September 28, 2029, if share prices exceed 130% of the conversion price, or upon cleanup or tax-related events.
  • A Concurrent Equity Placement involves borrowing Class Z shares for a Delta Offering to hedge arbitrage investors and selling US$400 million of shares by Tencent.
  • Bilibili plans to use US$100 million for the Concurrent Delta Repurchase and US$200 million for the Concurrent Tencent Repurchase, both at a Reference Price derived from the equity placement.
  • The Company has authorized a special share repurchase program of up to US$300 million for the Concurrent Repurchases.
  • An extraordinary general meeting (EGM) is expected to be convened to seek approval for the Concurrent Tencent Repurchase from disinterested shareholders.
  • All securities involved are unregistered and intended for sale outside the United States to non-U.S. persons in compliance with Regulation S.