Newsfilter·2024-05-21 13:27Core Viewpoint - JD.com has announced the upsizing and pricing of its convertible senior notes offering, totaling US$1.75 billion, due in 2029, aimed at qualified institutional buyers and certain non-U.S. persons [1][12]. Group 1: Notes Offering Details - The Notes Offering consists of convertible senior notes with an aggregate principal amount of US$1.75 billion, maturing on June 1, 2029, and bearing an interest rate of 0.25% per year, payable semiannually [1][3]. - An option has been granted to initial purchasers to buy an additional US$250 million in aggregate principal amount of the Notes within 30 days of the offering [1]. Group 2: Use of Proceeds - The net proceeds from the Notes Offering will be used for several purposes, including repurchasing Class A ordinary shares and/or American depositary shares (ADSs), expanding overseas business, improving the supply chain network, and meeting working capital needs [2]. Group 3: Conversion and Repurchase Terms - Holders of the Notes can convert them into cash, ADSs, or a combination thereof, with an initial conversion rate of 21.8830 ADSs per US$1,000 principal amount, equating to a conversion price of approximately US$45.70 per ADS, representing a 35% premium over the ADS reference price of US$33.85 [4][5]. - The Company may be required to repurchase the Notes at 100% of the principal amount on June 1, 2027, or under certain fundamental changes, with additional redemption options available starting June 8, 2027 [6]. Group 4: Concurrent Repurchase - Concurrently with the Notes Offering, the Company plans to repurchase approximately 14 million ADSs from certain purchasers in privately negotiated transactions, which is expected to facilitate initial hedging by purchasers of the Notes [7][8]. - The repurchase activities will be funded by the net proceeds from the Notes Offering and are expected to offset potential dilution from the conversion of the Notes [9].