Alibaba-SW (09988) issued an announcement that the company has filed form 6murK with the Securities and Exchange Commission (SEC), indicating that the total principal amount of the company's proposed issue is due in 2031.BloodsuckersslotThe issuance of convertible preferred notes (notes) is subject to the influence of the market and other conditions, and in accordance with Section 144A of the United States Securities Act of 1933 and its revised version (Securities Act), private placement is conducted to persons reasonably considered to be qualified institutional buyers and offshore transactions are conducted for certain non-Americans in accordance with Regulation S under the Securities Act. The company expects to grant the initial purchaser of the instrument the option to purchase up to $500 million in total principal of the instrument and to exercise the option within 13 days from the date of issue of the note, including the same day.
The company intends to use the net proceeds raised from the bill issue to repurchase a number of company American depositary shares (each American depositary share currently represents eight common shares) (simultaneous repurchase) in accordance with the company's existing share repurchase plan through private agreement transactions with one or more initial purchasers or their associated parties (as corporate agents) as described below. To provide funds for further share repurchases under the company's existing share repurchase plan from time to time. And the cost of setting the price limit bullish exchange as described below.
The company is expected to enter into price limit bullish transactions with one or more initial purchasers and / or their affiliates and / or other financial institutions (opting parties) for the pricing of the instrument. In general, limit bullish transactions are expected to reduce the potential dilution of American depositary shares and the common shares of the company they represent during the conversion of notes, and / or offset any cash payments subsequently payable by the company in excess of the principal amount of the converted note, but such reductions and / or offsets are limited to the relevant limits (which are expected to be 100% higher than the final transaction price of American depositary shares on the date of the bill issue pricing) And it is limited by the company's ability to settle all or part of the price limit bullish transaction in cash under certain conditions (in this case, when the limit bullish transaction is settled, the part of the company that chooses cash settlement will not receive American depositary shares from the opting party). If the initial purchaser exercises its option to purchase additional instruments, the Company expects to use part of the net proceeds from the sale of such additional instruments to enter into additional limit bullish transactions with the opting parties, and use the balance to provide funds for further share repurchases under the existing share repurchase plan.
In order to establish an initial hedge against their limit bullish trading, the opting parties or their respective affiliates are expected to purchase American depositary shares and / or common shares at the same time or shortly after the pricing of the notes, and / or enter into various derivatives transactions related to American depositary shares and / or common shares. Such acts may increase (or reduce the extent by which these prices fall) the market price or bill price of American depositary shares and / or common shares or other securities of the company at that time. The impact of such actions (including their direction or magnitude) on the market price or bill price of American depositary shares and / or common shares, if any, will depend on various factors, including market conditions, and cannot be determined at this time.
As the company expects to repurchase the expected initial hedging value of the entire transaction, after considering the purchases made by the selective parties related to the initial hedging limit bullish transaction, the relevant simultaneous repurchase expectations can facilitate the initial hedging of investors interested in hedging notes. The company expects to use the final transaction price of each American depositary share on May 23, 2024 as the purchase price for simultaneous repurchases. In addition to simultaneous repurchases, the company may also make additional repurchases of American depositary shares and / or common shares in the open market from time to time after the notes have been priced. Simultaneous repurchases and future repurchases under the company's share repurchase plan will be paid with funds or other cash raised by the issuance of notes, and are generally expected to offset the potential dilution of American depositary shares and the common shares of the company they represent during the conversion of the instruments. The repurchase of the Company, whether in parallel with the pricing of notes or in accordance with the Company's existing share repurchase plan, may lead to an increase or decrease in the market price and / or bill price of American depositary shares and / or common shares.