Baidu Announces Proposed Offering of Exchangeable Bonds

Core Viewpoint - Baidu, Inc. plans to offer up to US$2 billion in exchangeable bonds due 2032, targeting non-U.S. persons in offshore transactions, subject to market conditions [1][3] Group 1: Bonds Offering Details - The bonds will reference ordinary shares of Trip.com Group Limited, listed on the Hong Kong Stock Exchange [2] - Holders can exchange bonds into cash after the first anniversary of the issue date, with specific contingencies [2] - The exchange ratio and other terms will be finalized at the time of pricing [2] Group 2: Use of Proceeds - The net proceeds from the bonds offering will be used for repayment of existing indebtedness, payment of interest, and general corporate purposes [3] Group 3: Regulatory and Market Considerations - The bonds will not be registered under the Securities Act and cannot be offered or sold in the U.S. except under certain exemptions [3] - The Trip.com Shares held by the company are classified as "restricted securities" [3] Group 4: Investor Strategies - Certain purchasers of the bonds may use a convertible arbitrage strategy to hedge their exposure, involving a short position in Trip.com Shares or ADSs [4] - The bookrunners expect to facilitate a sale of Trip.com Shares to hedge investors concurrently with the pricing of the bonds [4] Group 5: Company Overview - Baidu, founded in 2000, is a leading AI company with a strong Internet foundation, trading on Nasdaq and HKEX [6]