Class Z Ordinary Shares

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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].