Bilibili Inc. Prices Notes Repurchases and Equity Offering

Rhea-AI Summary

Bilibili Inc. (NASDAQ: BILI) has announced an offering of 15,344,000 American depositary shares (ADSs) priced at $26.65 each. The offering aims to raise funds for a Notes Exchange involving $384.8 million of convertible senior notes, alongside replenishing the company's cash reserves. The ADSs are offered under a shelf registration statement effective January 9, 2023. This offering is part of Bilibili's liability management strategy, which includes repurchases of convertible senior notes made in Q4 2022, enhancing the company's financial stability.

Positive

• Net proceeds will support liability management and strengthen cash reserves.
• The offering is part of a strategy to manage $384.8 million of convertible senior notes.

Negative

• No guaranteed completion of the ADS Offering, Notes Exchange, or Notes Purchase.

SHANGHAI, China, Jan. 09, 2023 (GLOBE NEWSWIRE) -- 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 Prospectus-ny@ny.email.gs.com.

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.

About Bilibili Inc.

Bilibili is an iconic brand and a leading video community with a mission to enrich the everyday life of young generations in China. Bilibili offers a wide array of video-based content with All the Videos You Like as its value proposition. Bilibili builds its community around aspiring users, high-quality content, talented content creators and the strong emotional bond among them. Bilibili pioneered the “bullet chatting” feature, a live commenting function that has transformed the viewing experience by displaying thoughts and feelings of other audience viewing the same video. It has now become the welcoming home of diverse interests for young generations in China and the frontier to promote Chinese culture across the world.

For more information, please visit: http://ir.bilibili.com.

Safe Harbor Statement

This announcement contains forward-looking statements. These statements are made under the “safe harbor” provisions of the U.S. Private Securities Litigation Reform Act of 1995. These forward-looking statements can be identified by terminology such as “will,” “expects,” “anticipates,” “aims,” “future,” “intends,” “plans,” “believes,” “estimates,” “confident,” “potential,” “continue,” or other similar expressions. Bilibili may also make written or oral forward-looking statements in its periodic reports to the U.S. Securities and Exchange Commission, in its interim and annual reports to shareholders, in announcements, circulars or other publications made on the website of The Stock Exchange of Hong Kong Limited (the “Hong Kong Stock Exchange”), in press releases and other written materials and in oral statements made by its officers, directors or employees to third parties. Statements that are not historical facts, including but not limited to statements about Bilibili’s beliefs and expectations, are forward-looking statements. Forward-looking statements involve inherent risks and uncertainties. A number of factors could cause actual results to differ materially from those contained in any forward-looking statement, including but not limited to the following: the impact of the COVID-19 pandemic on Bilibili’s business, results of operations, financial condition, and stock price; Bilibili’s strategies; Bilibili’s future business development, financial condition and results of operations; Bilibili’s ability to retain and increase the number of users, members and advertising customers, provide quality content, products and services, and expand its product and service offerings; competition in the online entertainment industry; Bilibili’s ability to maintain its culture and brand image within its addressable user communities; Bilibili’s ability to manage its costs and expenses; PRC governmental policies and regulations relating to the online entertainment industry, general economic and business conditions globally and in China and assumptions underlying or related to any of the foregoing. Further information regarding these and other risks is included in the Company’s filings with the Securities and Exchange Commission and the Hong Kong Stock Exchange. All information provided in this announcement is as of the date of the announcement, and the Company undertakes no duty to update such information, except as required under applicable law.

For investor and media inquiries, please contact:

In China:

Bilibili Inc.
Juliet Yang
Tel: +86-21-2509-9255 Ext. 8523
E-mail: ir@bilibili.com

The Piacente Group, Inc.
Emilie Wu
Tel: +86-21-6039-8363
E-mail: bilibili@tpg-ir.com

In the United States:

The Piacente Group, Inc.
Brandi Piacente
Tel: +1-212-481-2050
E-mail: bilibili@tpg-ir.com 

FAQ

What is the purpose of Bilibili's ADS offering?

The ADS offering is aimed at raising funds for a Notes Exchange and to replenish the company's cash reserves.

How much is Bilibili raising through its ADS offering?

Bilibili is offering 15,344,000 ADSs at $26.65 each, aiming to raise approximately $409 million.

What will the proceeds from Bilibili's offering be used for?

Proceeds will be used to fund the purchase of outstanding convertible senior notes and for working capital.

When did Bilibili's ADS offering become effective?

The ADS offering became effective on January 9, 2023.

What is the stock symbol for Bilibili?

The stock symbol for Bilibili is BILI, listed on NASDAQ.