Bilibili (BILI) Prices Notes Repurchases, Equity Offering
Bilibili Inc. (NASDAQ: BILI and HKEX: 9626) (“Bilibili” or the “Company”), an iconic brand and a leading video community for young generations in China, today announced the pricing of the offering of 15,344,000 American depositary shares (the “ADSs”), each representing one Class Z ordinary share, par value US$0.0001 per share, of the Company (the “ADS Offering”), at US$26.65 per ADS. The Company entered into an equity underwriting and notes exchange agreement with Goldman Sachs (Asia) L.L.C. (“Goldman Sachs”) dated January 9, 2023 in relation to the Company’s issuance of ADSs partially in exchange for (the “Notes Exchange”) an aggregate principal amount of US$384.8 million of its outstanding 0.50% convertible senior notes due December 2026 (the “Exchange Notes”) purchased by Goldman Sachs and its applicable affiliate(s) from the holders of such Exchange Notes in privately negotiated transactions. The net proceeds of the ADS Offering will be used, as a part of the Company’s comprehensive liability management exercise, (i) by Goldman Sachs to fund the aggregate purchase price of the Exchange Notes payable by Goldman Sachs to the holders of such Exchange Notes, and (ii) by the Company to replenish the Company’s cash reserve after its repurchases of certain convertible senior notes in the fourth quarter of 2022 and for other working capital purposes.
Concurrently with the ADS Offering, Goldman Sachs and its applicable affiliate(s), as duly engaged and authorized by the Company, entered into separate and individually negotiated agreements with certain holders of the Exchange Notes to purchase the Exchange Notes from such holders for cash (the “Notes Purchase”). The Notes Purchase will be funded by the net proceeds from the ADS Offering. The closing of each Notes Exchange and Notes Purchase is contingent upon, among other things, the closing of the ADS Offering.
The ADSs are offered under the Company’s shelf registration statement on Form F-3 (the “Form F-3”) which was filed with the Securities and Exchange Commission (the “SEC”) and automatically became effective on January 9, 2023. The ADS Offering is being made only by means of a prospectus supplement and an accompanying prospectus included in the Form F-3. The registration statement on Form F-3 and the prospectus supplement are available at the SEC website at: http://www.sec.gov. Copies of the prospectus supplement and the accompanying prospectus may be obtained by calling Goldman Sachs & Co. LLC, Prospectus Department, 200 West Street, New York, NY 10282, telephone: 1-866-471-2526, facsimile: 212-902-9316 or by emailing [email protected].
This press release shall not constitute an offer to sell or a solicitation of an offer to purchase any securities, nor shall there be a sale of the securities in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful.
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