Zhi Tong Cai Jing·2025-09-11 13:09Group 1 - The company announced the pricing of approximately $3.2 billion zero-coupon convertible senior notes due in 2032, which will be issued under Regulation S of the U.S. Securities Act for offshore transactions to certain non-U.S. persons [1] - The net proceeds from the note issuance are expected to be approximately $3.13 billion after deducting initial purchaser discounts and estimated issuance expenses, with about 80% allocated to enhancing cloud infrastructure and 20% for expanding international business operations [1][2] - The issuance is part of the company's strategy to optimize its capital structure by taking advantage of favorable market conditions and low financing costs, which is expected to lower the overall cost of capital [2] Group 2 - The initial conversion rate for the notes is set at 5.1773 American depositary shares (ADS) per $1,000 principal amount, translating to an initial conversion price of $193.15 per ADS [2] - To mitigate potential dilution from the notes, the company has entered into derivative transactions to purchase call options, effectively raising the conversion price to a cap of $235.46 per ADS, representing a 60% premium over the reference share price [2] - The notes are expected to settle on September 16, 2025, subject to customary closing conditions [3]