Bilibili proposes $700 million convertible notes package with concurrent share sales and repurchases

Bilibili Inc. proposed US$700 million of convertible senior notes due 2031 on September 4, alongside a concurrent secondary share placement and repurchase package involving Tencent and borrowed shares. The financing remains subject to market conditions and other factors; it has not been priced or closed.

Proposed notes structure

Bilibili framed the September 4 announcement as a multi-part capital markets package rather than a single priced deal. The convertible notes would total US$700 million in aggregate principal due 2031, split between a US$500 million marketed tranche and a US$200 million Tencent subscription on matching terms, with both pieces still subject to market conditions.

Concurrent share transactions

Alongside the notes, Bilibili described a secondary placement of Class Z shares totaling about US$400 million, drawing on existing Tencent-held shares and shares borrowed from non-affiliate third parties. The company currently expects a Concurrent Delta Repurchase of roughly US$100 million of borrowed shares at the secondary clearing price, plus a US$200 million Concurrent Tencent Repurchase of Class Z shares (including ADSs) from Tencent at that same clearing price.

The Tencent Notes Subscription and Concurrent Tencent Repurchase would close together and are conditional on completion of the marketed notes offering. In the filing, Tencent appears as note subscriber and share seller — not as an acquirer of the company.

Note terms await pricing

As disclosed, the notes would be senior unsecured, pay no regular interest, and mature on September 15, 2031 unless earlier repurchased, redeemed, or converted into Class Z ordinary shares (par US$0.0001). The initial conversion rate is to be set at pricing; no conversion price appears in this 6-K package.

Disclosed mechanics include optional redemption on or after September 28, 2029 if a 130% share-price test is met, and a holder put on September 15, 2029. The notes would be offered only to non-U.S. persons that are QIBs outside the United States under Regulation S, not via a U.S. registered offering.

Planned use of proceeds

Bilibili said notes proceeds would fund the Concurrent Delta Repurchase and Concurrent Tencent Repurchase, support AI-driven growth spanning content comprehension, recommendation, creation, engagement, and productivity, and cover general corporate purposes. The announcement does not set AI product launch timelines.

The filing describes proposed transactions, not completed fundraising or executed repurchases.