Baozun Announces Pricing of Convertible Senior Notes
April 05 2019 - 6:32AM
Baozun Inc. (NASDAQ: BZUN) (“Baozun” or the “Company”), the leading
brand e-commerce service partner that helps brands execute their
e-commerce strategies in China, today announced the pricing on
April 4, 2019 of its previous announced offering (the “Notes
Offering”) of US$225 million in aggregate principal amount of
convertible senior notes due 2024 (the “Notes”). The Company
granted the initial purchasers in the Notes Offering a 30-day
option to purchase up to an additional US$50 million in principal
amount of the Notes. The Company estimates that the net proceeds
from the Notes Offering will be approximately US$219.8 million (or
US$269.0 million if the initial purchasers exercise their option to
purchase additional notes in full). The Company plans to use the
net proceeds from the Notes Offering for working capital and other
general corporate purposes, including repayment of outstanding
indebtedness and potential future acquisitions.
The Notes will bear interest at a rate of 1.625% per year,
payable on May 1 and November 1 of each year, beginning on November
1, 2019. The Notes will mature on May 1, 2024, unless repurchased,
redeemed or converted in accordance with their terms prior to such
date. The Notes will be convertible at the option of the holders
into the Company’s American Depositary Shares (“ADSs”), each
currently representing three Class A ordinary shares of the
Company, par value US$0.0001 per share, based on an initial
conversion rate of 19.2308 ADSs per US$1,000 principal amount of
Notes (representing a conversion premium of approximately 30% to
the Initial Borrowed ADS Price, as defined below). The conversion
rate is subject to adjustment in certain circumstances. Holders may
convert their Notes at their option at any time prior to the close
of business on the second business day immediately preceding the
maturity date. The Company may not redeem the Notes prior to
maturity, unless certain tax-related events occur. Holders of the
Notes may require the Company to repurchase all or part of their
Notes in cash on May 1, 2022, or in the event of certain
fundamental changes.
Concurrently with the Notes Offering, the Company has entered
into ADS lending agreements with affiliates of the initial
purchasers in the Notes Offering (such affiliates being the “ADS
Borrowers”), pursuant to which the Company will lend up to
4,230,776 ADSs (the “borrowed ADSs”) to the ADS Borrowers.
2,250,000 ADSs (the “Initial Borrowed ADSs”) are being initially
offered at US$40.00 per ADS (the “Initial Borrowed ADS Price”)
pursuant to a separate prospectus supplement and an accompanying
base prospectus. The ADS Borrowers may offer additional borrowed
ADSs for sale on a delayed basis following the Notes Offering at
market prices prevailing at the time of sale or at negotiated
prices. The registered ADS borrow facility is intended to
facilitate privately negotiated transactions or short sales by
which some investors may hedge their investment in the Notes, and
could affect the market price of the Company’s ADSs or the Notes
otherwise prevailing at that time.
The offering of the Initial Borrowed ADSs is conditioned on the
closing of the Notes Offering. If the Notes Offering is not
consummated, the offering of the borrowed ADSs will terminate and
all borrowed ADSs (or ADSs fungible with borrowed ADSs) must be
returned to the Company.
The Company will not receive any proceeds from the offering of
the borrowed ADSs. The borrowed ADSs will not be considered
outstanding for purposes of computing and reporting the Company’s
earnings per ADS under current U.S. GAAP rules.
The Notes have been offered in the United States to qualified
institutional buyers pursuant to Rule 144A and to non-U.S. persons
outside the United States in reliance on Regulation S under the
Securities Act of 1933, as amended (the “Securities Act”). The
Notes, the ADSs issuable upon conversion of the Notes and the Class
A ordinary shares represented thereby have not been and will not be
registered under the Securities Act or the securities laws of any
other jurisdiction, and may not be offered or sold in the United
States absent registration or an applicable exemption from
registration requirements 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 Notes
Offering, and there can be no assurance that the Notes Offering
will be completed.
Safe Harbor Statements
This press release contains forward-looking statements within
the meaning of Section 21E of the Securities Exchange Act of 1934,
as amended, and as defined in the U.S. Private Securities
Litigation Reform Act of 1995. These forward-looking statements can
be identified by terminology such as “will,” “expects,”
“anticipates,” “future,” “intends,” “plans,” “believes,”
“estimates,” “target,” “going forward,” “outlook” and similar
statements. Among other things, whether the Notes Offering will be
completed as well as the Company’s strategic and operational plans
are forward-looking statements. Such statements are based upon
management’s current expectations and current market and operating
conditions, and relate to events that involve known or unknown
risks, uncertainties and other factors, all of which are difficult
to predict and many of which are beyond the Company’s control,
which may cause the Company’s actual results, performance or
achievements to differ materially from those in the forward-looking
statements. Further information regarding these and other risks,
uncertainties or factors is included in the Company’s filings with
the U.S. Securities and Exchange Commission. The Company does not
undertake any obligation to update any forward-looking statement as
a result of new information, future events or otherwise, except as
required under law.
About Baozun Inc.
Baozun is the leading brand e-commerce service partner that
helps brands execute their e-commerce strategies in China by
selling their goods directly to customers online or by providing
services to assist with their e-commerce operations. The Company’s
integrated end-to-end brand e-commerce capabilities encompass all
aspects of the e-commerce value chain, covering IT solutions, store
operations, digital marketing, customer services, warehousing and
fulfillment.
For investor and media inquiries, please contact:
Baozun Inc.Ms. Wendy Sunir@baozun.com
ChristensenIn ChinaMr. Christian ArnellPhone:
+86-10-5900-1548E-mail: carnell@christensenir.com
In U.S.Ms. Linda BergkampPhone: +1-480-614-3004Email:
lbergkamp@ChristensenIR.com
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