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Bilibili Prices $600M Convertible Senior Notes Due 2030 And Concurrent Delta Offering Of 10.28M Borrowed Class Z Shares At HK$140.10 Each

Benzinga·05/21/2025 13:30:28
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Bilibili Inc. ("Bilibili" or the "Company") (NASDAQ:BILI), an iconic brand and a leading video community for young generations in China, today announced the pricing of the separate SEC-registered underwritten offering of its Class Z ordinary shares, par value US$0.0001 per share (the "Concurrent Delta Offering").

Concurrently, the Company announced pricing of the upsized offering (the "Notes Offering") of US$600 million in aggregate principal amount of convertible senior notes due 2030 (the "Notes") pursuant to Rule 144A under the Securities Act of 1933, as amended. The Company intends to grant the initial purchasers in the Notes Offering a 30-day option to purchase up to an additional US$90 million in principal amount of the Notes.

In connection with the Notes Offering, the Company announced the Concurrent Delta Offering, under which 10,281,240 of the Company's Class Z ordinary shares, that have been borrowed from non-affiliate third parties are being offered in a separate underwritten offering by Goldman Sachs & Co. LLC and Morgan Stanley Asia Limited (the "Underwriters"), each acting severally on behalf of itself and/or its respective affiliates, at HK$140.10 per Class Z ordinary share. The Underwriters will use the resulting short position to facilitate hedging transactions by certain investors subscribing for the Notes, who employ a convertible arbitrage strategy (the "Convertible Arbitrage Investors"). The Company has been advised that each Underwriter is concurrently entering into off-market privately negotiated derivative transactions relating to the Class Z ordinary shares, enabling Convertible Arbitrage Investors to establish their initial short positions in the Class Z ordinary shares to hedge market risk in the Notes. The number of Class Z ordinary shares subject to the Concurrent Delta Offering generally corresponds to such initial short positions of the Convertible Arbitrage Investors. No new Class Z ordinary shares will be issued in the Concurrent Delta Offering. The Company will not receive any proceeds from the Concurrent Delta Offering. The Notes Offering and the Concurrent Delta Offering are contingent upon each other.