SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the month of November 2021
Commission File Number: 001-38429
Building 3, Guozheng Center, No. 485 Zhengli Road
Yangpu District, Shanghai, 200433
Peoples Republic of China
(Address of principal executive offices)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.
Form 20-F ☒ Form 40-F ☐
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1):________________
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7):________________
Exhibit 99.1 Press Release
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
|By:||/s/ Xin Fan|
|Title:||Chief Financial Officer|
Date: November 18, 2021
Bilibili Inc. Announces Proposed Offering of US$1,400 Million Convertible Senior Notes
SHANGHAI, November 18, 2021Bilibili Inc. (Bilibili or the Company) (NASDAQ: BILI and HKEX: 9626), an iconic brand and a leading video community for young generations in China, today announced a proposed offering (the Notes Offering) of US$1,400 million in aggregate principal amount of convertible senior notes due 2026 (the Notes) subject to market conditions and other factors. The Company intends to grant the initial purchasers in the Notes Offering a 30-day option to purchase up to an additional US$200 million principal amount of the Notes.
The Company intends to use the net proceeds from the Notes Offering for the enrichment of content offerings, research and development, and general corporate purposes. The Company plans to use an equivalent amount of the net proceeds from the Notes Offering to finance or refinance, in whole or in part, one or more of its new or existing Eligible Projects pursuant to its Sustainable Finance Framework, which has been made available to investors via the Companys IR website: ir.bilibili.com.
When issued, the Notes will be senior, unsecured obligations of Bilibili. The Notes will mature on December 1, 2026, unless repurchased, redeemed or converted in accordance with their terms prior to such date. Holders may convert their Notes at their option at any time prior to the close of business on the fifth scheduled trading day immediately preceding the maturity date. Upon conversion, the Company will pay or deliver, as the case may be, cash, the Companys American depositary shares (the ADSs) or a combination of cash and ADSs, at its election. Holders of the Notes may elect to receive Class Z ordinary shares in lieu of any ADSs deliverable upon conversion. The interest rate, initial conversion rate and other terms of the Notes will be determined at the time of pricing of the Notes.
The Company may redeem for cash all or any part of the Notes on or after December 1, 2024 if the last reported sale price of the ADSs has been at least 130% of the conversion price for the Notes then in effect for at least 20 trading days, whether or not consecutive, during any 30 consecutive trading day period preceding the date on which the Company provides notice of redemption (the Optional Redemption). In addition, the Company may redeem for cash all but not part of the Notes at any time if less than 10% of the aggregate principal amount of Notes originally issued remains outstanding at such time (the Cleanup Redemption). The Company may also redeem the Notes upon the occurrence of certain tax-related events (the Tax Redemption). Holders of the Notes may require the Company to repurchase for cash all or part of their Notes in cash on December 1, 2024, or in the event of certain fundamental changes. In connection with certain corporate events or if the Company issues a notice of Optional Redemption, Cleanup Redemption or Tax Redemption, it will, under certain circumstances, increase the conversion rate for holders who elect to convert their Notes in connection with such corporate event or such Optional Redemption, Cleanup Redemption or Tax Redemption.
Concurrently with this Notes Offering, the Company may enter into separate and individually negotiated transactions with certain holders of the Companys 1.375% Convertible Senior Notes due 2026 (the 2026 Notes) to exchange their notes for the ADSs. The terms of each exchange transaction will depend on several factors, including the market price of the ADSs and the trading price of the 2026 Notes at the time of each such exchange transaction. No assurance can be given as to how much, if any, of the 2026 Notes will be exchanged or the terms on which they will be exchanged. The exchange transactions could increase (or reduce any decrease in) or decrease (or reduce any increase in) the market price of the ADSs or the Notes offered hereby at that time. In the case of any exchanges effected concurrently with the Notes Offering, this activity may also impact the initial conversion price of the Note.
The Notes, the ADSs deliverable upon conversion of the Notes, if any, or the Class Z ordinary shares represented thereby or deliverable upon conversion of Notes in lieu thereof have not been and will not be registered under the Securities Act of 1933, as amended (the Securities Act) or the securities laws of any other places. They may not be offered or sold within the United States or to U.S. persons, except to persons reasonably believed to be qualified institutional buyers in reliance on the exemption from registration provided by Rule 144A under the Securities Act.
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 offering of the Notes and exchange of the 2026 Notes, and there can be no assurance that any of the Notes Offering and exchange of the 2026 Notes 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 Bilibilis 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 Bilibilis business, results of operations, financial condition, and stock price; Bilibilis strategies; Bilibilis future business development, financial condition and results of operations; Bilibilis 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; Bilibilis ability to maintain its culture and brand image within its addressable user communities; Bilibilis 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 Companys filings with the Securities and Exchange Commission and the Hong Kong Stock Exchange. All information provided in this announcement and in the attachments 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:
Tel: +86-21-2509 9255 Ext. 8523
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