Bilibili (BILI) Announces 15.34M ADS Offering, Proposed Notes Repurchases

Bilibili Inc. (NASDAQ: BILI) today announced that it commenced an underwritten 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”). The Company proposes to issue the ADSs partially in exchange for (the “Notes Exchange”) an aggregate principal amount of at least US$269.3 million of its outstanding 0.50% convertible senior notes due December 2026 (the “Exchange Notes”) to be purchased by Goldman Sachs (Asia) L.L.C. (“Goldman Sachs”) and its applicable affiliate(s) from certain holders of the Exchange Notes through private negotiations. Such ADSs are being registered by the Company in connection with the offers and sales of such ADSs by Goldman Sachs, who is acting as the sole book-running manager for the ADS Offering. 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) to the extent there is any excess, 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, plan to enter 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”). Such Notes Purchase will be funded by the net proceeds from the ADS Offering. The closing of each of the Notes Exchange and Notes Purchase is contingent upon, among other things, the closing of the ADS Offering.

The ADSs will be offered under the Company’s shelf registration statement on Form F-3 which was filed with the Securities and Exchange Commission (the “SEC”) and automatically became effective on January 9, 2023. A preliminary prospectus supplement related to the proposed ADS Offering has been filed with the SEC. The registration statement on Form F-3 and the preliminary prospectus supplement are available at the SEC website at: http://www.sec.gov. Copies of the preliminary 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.

This press release contains information about the pending ADS Offering, Notes Exchange and Notes Purchase, and there can be no assurance that any of the ADS Offering, Notes Exchange or Notes Purchase will be completed.

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