Convertible Arbitrage

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GDS Announces Proposed Offering of American Depositary Shares in connection with the Delta Placement of Borrowed ADSs
Globenewswire· 2025-05-27 21:00
Core Viewpoint - GDS Holdings Limited is initiating multiple offerings, including a public offering of American Depositary Shares (ADSs) and a private offering of convertible senior notes, to raise capital and facilitate derivative transactions for investors [1][3][5]. Offering Details - The company is proposing a registered public offering of ADSs, with each ADS representing eight Class A ordinary shares, which will be loaned to an affiliate of the underwriter [1]. - The ADS Borrower will receive all proceeds from the sale of the Borrowed ADSs, while the company will not receive any proceeds from the ADS offering but will earn a nominal lending fee [2]. - A separate offering of convertible senior notes is planned, with an aggregate principal amount of US$450 million due in 2032, subject to market conditions [3]. - The company is also conducting a public offering of 5,200,000 ADSs, with an option for underwriters to purchase an additional 780,000 ADSs within 30 days [4]. Delta Placement of Borrowed ADSs - Concurrently with the Notes Offering, an affiliate of the ADS Borrower will sell the Borrowed ADSs, which are expected to facilitate privately negotiated derivative transactions for investors [5]. - The number of Borrowed ADSs will be determined at the time of pricing and is intended to allow investors to hedge their investments in the Notes [5]. Company Overview - GDS Holdings Limited is a leading developer and operator of high-performance data centers in China, strategically located in primary economic hubs [9]. - The company offers co-location and value-added services, including managed hybrid cloud services, and has a diverse customer base, including hyperscale cloud service providers and large internet companies [9].
Bilibili Inc. Announces Completion of US$690 Million Convertible Senior Notes and Offering of Class Z Ordinary Shares in Connection with Hedging Transactions of Certain Convertible Notes Investors and Terms of Concurrent Repurchase
Globenewswire· 2025-05-23 10:00
Core Viewpoint - Bilibili Inc. has successfully completed a US$690 million offering of convertible senior notes due 2030 and a concurrent offering of Class Z ordinary shares, aiming to enhance its content ecosystem and improve monetization efficiency [1][5]. Notes Offering - The offering included US$690 million in convertible senior notes, with an additional US$90 million purchased by initial purchasers [1] - The notes are senior, unsecured obligations maturing on June 1, 2030, with a conversion rate of 42.1747 Class Z ordinary shares per US$1,000 principal amount [3] - The initial conversion price is approximately HK$185.63 per Class Z ordinary share, representing a 27.1% premium over the closing price of HK$146.00 on May 21, 2025 [3] Interest and Use of Proceeds - The notes will bear an interest rate of 0.625% per year, payable semiannually starting December 1, 2025 [4] - Net proceeds from the offering will be used to enhance the content ecosystem, facilitate user growth, improve monetization efficiency, fund share repurchases, and for general corporate purposes [5] Concurrent Delta Offering - Bilibili completed a concurrent offering of 10,281,240 Class Z ordinary shares at HK$140.10 per share, borrowed from non-affiliate third parties [7] - The offering facilitated hedging transactions for investors subscribing to the notes, allowing them to establish short positions [7] - The company repurchased 5,588,140 Class Z ordinary shares for approximately HK$782.9 million as part of its share repurchase program [10]
Bilibili Inc. Announces Pricing of Upsized Offering of US$600 Million Convertible Senior Notes
Globenewswire· 2025-05-21 13:22
Core Viewpoint - Bilibili Inc. has announced the pricing of its upsized offering of US$600 million in convertible senior notes due 2030, aimed at enhancing its content ecosystem and improving monetization efficiency [1][2]. Group 1: Notes Offering Details - The Notes Offering consists of US$600 million in aggregate principal amount, with an option for initial purchasers to buy an additional US$90 million within 30 days [1]. - The Notes will mature on June 1, 2030, and holders can convert them into Class Z ordinary shares at an initial conversion rate of 42.1747 shares per US$1,000 principal amount, representing a conversion premium of approximately 27.1% above the closing price of HK$146.00 on May 21, 2025 [3]. - The Notes will bear interest at a rate of 0.625% per year, payable semiannually starting December 1, 2025 [5]. Group 2: Use of Proceeds - The net proceeds from the Notes Offering will be used to enhance the content ecosystem, facilitate user growth, improve monetization efficiency, fund share repurchases, and for general corporate purposes [2]. - Part of the proceeds will also be allocated for a Concurrent Repurchase, allowing investors to establish initial short positions in Class Z ordinary shares [8]. Group 3: Concurrent Delta Offering - Bilibili has priced a concurrent offering of 10,281,240 Class Z ordinary shares at HK$140.10 per share, which will be borrowed from non-affiliate third parties [6]. - The Concurrent Delta Offering is designed to facilitate hedging transactions for investors subscribing to the Notes, employing a convertible arbitrage strategy [6][7]. Group 4: Redemption and Conversion Terms - The Company may redeem the Notes for cash starting June 6, 2028, if the last reported sale price of Class Z ordinary shares is at least 130% of the conversion price for 20 trading days [4]. - Holders can require the Company to repurchase their Notes for cash on June 1, 2028, or upon certain fundamental changes [4].
Bilibili Inc. Announces Proposed Offering of US$500 Million Convertible Senior Notes
Globenewswire· 2025-05-21 08:30
Core Viewpoint - Bilibili Inc. is proposing a Notes Offering of US$500 million in convertible senior notes due 2030 to enhance its content ecosystem and improve monetization efficiency [1][2]. Group 1: Notes Offering Details - The proposed offering consists of US$500 million in aggregate principal amount of convertible senior notes, with an option for initial purchasers to buy an additional US$75 million [1]. - The notes will mature on June 1, 2030, and holders can convert them into Class Z ordinary shares or American depositary shares prior to maturity [3]. - The interest rate and initial conversion rate will be determined at the time of pricing [3]. Group 2: Use of Proceeds - Net proceeds from the Notes Offering will be used to enhance the content ecosystem, facilitate user growth, and improve monetization efficiency [2]. - The proceeds will also fund a Concurrent Repurchase of Class Z ordinary shares and other general corporate purposes [2][8]. Group 3: Concurrent Delta Offering - A separate underwritten offering will borrow Class Z ordinary shares to facilitate hedging transactions for investors subscribing to the Notes [5]. - The number of shares for the Concurrent Delta Offering will be determined at the time of pricing and will correspond to initial short positions of Convertible Arbitrage Investors [5]. - The Company will not receive any proceeds from the Concurrent Delta Offering, which is contingent upon the Notes Offering [5][9]. Group 4: Repurchase Program - The Company intends to purchase up to US$100 million of its Class Z ordinary shares as part of the Concurrent Repurchase [6][8]. - This repurchase reflects the Company's confidence in its long-term strategy and aims to offset potential dilution for shareholders upon conversion of the Notes [8]. Group 5: Company Overview - Bilibili is a leading video community in China, focusing on enriching the lives of young generations through diverse video content [12]. - The platform is known for its unique "bullet chatting" feature, enhancing user engagement by allowing real-time comments during video viewing [12].
Southern Company announces upsize and pricing of $1.45 billion in aggregate principal amount of Series 2025A 3.25% Convertible Senior Notes due June 15, 2028
Prnewswire· 2025-05-21 00:33
Core Viewpoint - Southern Company has announced the pricing of $1.45 billion in Convertible Senior Notes, reflecting an increase of $200 million from the previously announced offering size, with an expected closing date of May 23, 2025 [1][4]. Group 1: Offering Details - The Convertible Notes have a 3.25% interest rate, payable semiannually, and will mature on June 15, 2028 [2][3]. - The initial conversion rate is set at 8.8077 shares per $1,000 principal amount, equating to a conversion price of approximately $113.54 per share, representing a 25% premium over the last reported sale price [2][3]. - An option for initial purchasers to buy an additional $200 million in Convertible Notes is available within 13 days of issuance [1]. Group 2: Use of Proceeds - Southern Company estimates net proceeds of approximately $1.44 billion, or $1.63 billion if the additional option is fully exercised, which will primarily be used to repurchase existing Convertible Notes and for general corporate purposes [4]. - Approximately $1.25 billion of the net proceeds will be allocated to repurchase about $781.6 million of Series 2023A Convertible Notes and $328.1 million of Series 2024A Convertible Notes [4]. Group 3: Repurchase Transactions - The company has entered into privately negotiated transactions to repurchase portions of the Existing Convertible Notes, with terms dependent on various market factors [5]. - There is an expectation that holders of the Existing Convertible Notes may engage in derivative transactions or stock trades to hedge their exposure related to these repurchase transactions [6][7].
Southern Company announces offering of $1.25 billion in aggregate principal amount of Convertible Senior Notes due June 15, 2028
Prnewswire· 2025-05-20 10:30
Core Viewpoint - Southern Company announced a private placement offering of $1.25 billion in convertible senior notes due June 15, 2028, with an option for initial purchasers to buy an additional $200 million [1][2]. Group 1: Offering Details - The convertible notes will be senior, unsecured obligations of Southern Company, with interest paid semiannually and maturity on June 15, 2028 [2]. - The final terms, including the initial conversion price and interest rate, will be determined at the time of pricing [2]. Group 2: Conversion Terms - Prior to March 15, 2028, the notes will be convertible only upon certain events and during specific periods; after that, they can be converted at any time until two trading days before maturity [3]. - Upon conversion, Southern Company will pay cash up to the principal amount and may pay the remainder in cash, shares, or a combination [3]. Group 3: Use of Proceeds - A portion of the net proceeds will be used to repurchase existing convertible senior notes due December 15, 2025, and June 15, 2027, through negotiated transactions [4]. - Remaining proceeds will be used to repay commercial paper borrowings and for general corporate purposes, including investments in subsidiaries [4]. Group 4: Repurchase Transactions - Southern Company plans to negotiate terms for repurchasing existing convertible notes with a limited number of holders, influenced by market conditions [5]. - The company may also repurchase outstanding existing convertible notes after the offering is completed [5]. Group 5: Market Impact - The repurchase of existing convertible notes may lead holders to engage in derivative transactions or stock trades to hedge their exposure, potentially affecting the market price of Southern Company's common stock [6]. Group 6: Company Overview - Southern Company is a leading energy provider serving 9 million customers across the Southeast, with operations in electric and natural gas distribution, competitive generation, and telecommunications [9].