Prospectus Supplement
(To Prospectus dated June 26, 2017)
US$1,500,000,000
Baidu, Inc.
US$1,000,000,000 3.875% Notes due 2023
US$500,000,000 4.375% Notes due 2028
We are offering US$1,000,000,000 of our 3.875% notes due 2023 (the 2023 Notes) and US$500,000,000 of our 4.375% notes due 2028 (the
2028 Notes, together with the 2023 Notes, the Notes). The 2023 Notes will mature on September 29, 2023 and the 2028 Notes will mature on March 29, 2028. Interest on the Notes will accrue from March 29, 2018 and be payable on
March 29 and September 29 of each year, beginning on September 29, 2018.
We may at our option redeem the 2023 Notes at any time, prior to
August 29, 2023 and the 2028 Notes at any time prior to December 29, 2027, each in whole or in part, at a price equal to the greater of 100% of the principal amount of such Notes and the make whole amount plus accrued and unpaid interest, if any, to
(but not including) the redemption date. In addition, we may also redeem the 2023 Notes from or after August 29, 2023 and the 2028 Notes, from or after December 29, 2027, each at a price equal to 100% of the principal amount of such Notes, plus
accrued and unpaid interest, if any, to (but not including) the redemption date. We may also redeem the Notes at any time upon the occurrence of certain tax events. Upon the occurrence of a triggering event, we must make an offer to repurchase all
Notes outstanding at a purchase price equal to 101% of their principal amount, plus accrued and unpaid interest, if any, to (but not including) the date of repurchase. For a more detailed description of the Notes, see Description of the
Notes in this prospectus supplement.
The Notes are our senior unsecured obligations and will rank senior in right of payment to all
of our existing and future obligations expressly subordinated in right of payment to the Notes; rank at least equal in right of payment with all of our existing and future unsecured unsubordinated obligations (subject to any priority rights pursuant
to applicable law); be effectively subordinated to all of our existing and future secured obligations, to the extent of the value of the assets serving as security therefor; and be structurally subordinated to all existing and future obligations and
other liabilities of our subsidiaries and consolidated affiliated entities.
See
Risk
Factors
beginning on page
S-13
for a discussion of certain risks that should be considered in connection with an investment in the Notes.
Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of the Notes or determined
that this prospectus supplement or the accompanying prospectus is accurate or complete. Any representation to the contrary is a criminal offense.
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Public Offering
Price
(1)
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Underwriting
Discounts
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Proceeds to
Baidu
(1)
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Per 2023 Note
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99.902
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%
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0.275
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%
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99.627
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%
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Total
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US$
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999,020,000
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US$
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2,750,000
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US$
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996,270,000
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Per 2028 Note
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99.432
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%
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0.275
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%
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99.157
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%
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Total
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US$
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497,160,000
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US$
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1,375,000
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US$
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495,785,000
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(1)
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Plus accrued interest, if any, from March 29, 2018.
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Approval in-principle has been received for
the listing and quotation of the Notes on the Singapore Exchange Securities Trading Limited, or the
SGX-ST.
The
SGX-ST
assumes no responsibility for the correctness of
any of the statements made, opinions expressed or reports contained herein. The listing and quotation of any Notes on the
SGX-ST
is not to be taken as an indication of the merits of us, or any of our
subsidiaries or consolidated affiliated entities or of the Notes. Currently, there is no public trading market for the Notes.
We expect to
deliver the Notes to investors through the book-entry delivery system of The Depository Trust Company and its direct participants, including Euroclear Bank SA/NV, or Euroclear, and Clearstream Banking S.A., or Clearstream, on or about March 29,
2018, which is the fifth business day following the date of this prospectus supplement. Purchasers of the Notes should note that trading of the Notes may be affected by this settlement date.
Joint Bookrunners
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Goldman Sachs (Asia) L.L.C.
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J.P. Morgan
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BofA Merrill Lynch
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The date of this prospectus supplement is March 22, 2018.