Bilibili prices $700M convertible notes with Tencent participation

Bilibili Inc. (NASDAQ: BILI, HKEX: 9626) has priced an offering of $700 million in aggregate principal amount of convertible senior notes due 2031, according to a press release from the Shanghai-based video platform company.

Tencent Holdings Limited, through a subsidiary, has agreed to subscribe for $200 million of the notes, with the remaining $500 million to be sold to other institutional investors. The notes carry no regular interest and will mature on September 15, 2031. Holders may convert the notes at an initial conversion price of approximately HK$155.79 per Class Z ordinary share, representing a premium of about 28.3% over the closing price of HK$121.40 on September 4, 2026.

The company plans to use proceeds to fund two concurrent share repurchase programs, as well as AI-related investments and general corporate purposes. Bilibili's board authorized a special repurchase program of up to $300 million for the concurrent repurchases.

In a concurrent equity placement, Tencent sold 26,374,900 Class Z ordinary shares at HK$115.38 per share. Bilibili will not issue new shares or receive proceeds from that placement. Tencent will retain the net proceeds from its share sale.

Bilibili separately agreed to repurchase 13,591,090 Class Z ordinary shares held by Tencent and 6,795,540 shares from the concurrent delta offering, both at the reference price of HK$115.38 per share. The Tencent repurchase requires approval from at least three-fourths of disinterested shareholders at an extraordinary general meeting, which the company said it expects to convene in the near future.

The notes were offered only to non-U.S. qualified institutional buyers outside the United States under Regulation S and have not been registered under the Securities Act of 1933.

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