Baozun Announces Closing of Convertible Senior Notes Offering and Full Exercise of Option to Purchase Additional Notes
April 10 2019 - 4:30PM
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 closing of its
previously announced offering of US$225 million in aggregate
principal amount of convertible senior notes due 2024 (the
“Notes”), and of the sale of an additional US$50 million in
aggregate principal amount of the Notes pursuant to the exercise by
the initial purchasers in full of an option to purchase additional
Notes (collectively, the “Notes Offering”). The Company received
net proceeds from the Notes Offering of approximately US$269.0
million. 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 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 are 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 lent 4,230,776 ADSs (the
“borrowed ADSs”) to the ADS Borrowers. 2,250,000 ADSs (the “Initial
Borrowed ADSs”) were 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 Company did not receive any proceeds from the offering of
the borrowed ADSs, but received a nominal lending fee from the ADS
Borrowers. The borrowed ADSs are not 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.
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, 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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