Bilibili Inc SC TO-I/A, filed Jun 14, 2023
Bilibili Inc. (BILI)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE TO
(Amendment No.1)
TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
Bilibili Inc.
(Name of Subject Company (Issuer))
Bilibili Inc.
(Name of Filing Person (Issuer))
1.25% Convertible Senior Notes due 2027
(Title of Class of Securities)
090040AD8
(CUSIP Number of Class of Securities)
Xin Fan
Chief Financial Officer
Building 3, Guozheng Center
No. 485 Zhengli Road, Yangpu District
Shanghai 200433, People’s Republic of China
Telephone: +86 (21) 2509-9255
with copy to:
Haiping Li, Esq.
Yuting Wu, Esq.
Skadden, Arps, Slate, Meagher & Flom LLP
46/F, Tower II, Jing An Kerry Centre
1539 Nanjing West Road
Shanghai 200040, China
Telephone: +86 (21) 6193-8200
(Name, address and telephone number of person authorized to receive notices and communications on behalf of the filing person)
| ☐ | Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer. |
Check the appropriate boxes below to designate any transactions to which the statement relates:
| ☐ | third-party tender offer subject to Rule 14d-1. |
| ☒ | issuer tender offer subject to Rule 13e-4. |
| ☐ | going-private transaction subject to Rule 13e-3. |
| ☐ | amendment to Schedule 13D under Rule 13d-2. |
Check the following box if the filing is a final amendment reporting the results of the tender offer: ☒
If applicable, check the appropriate box(es) below to designate the appropriate rule provision(s) relied upon:
| ☐ | Rule 13e-4(i) (Cross-Border Issuer Tender Offer) |
| ☐ | Rule 14d-1(d) (Cross-Border Third-Party Tender Offer) |
INTRODUCTORY STATEMENT
This Amendment No. 1 to Schedule TO (this “Amendment No. 1”) amends and supplements the Tender Offer Statement on Schedule TO that was initially filed by Bilibili, Inc. (the “Company”) on May 8, 2023 (the “Schedule TO”) relating to the Company’s 1.25% Convertible Senior Notes due 2027 (the “Notes”). This Amendment No. 1 relates to the final results of the Company’s repurchase of the Notes that have been validly surrendered for repurchase and not withdrawn pursuant to the Company’s Notice to the holders of the Notes (the “Holders”) dated May 8, 2023 (the “Repurchase Right Notice”). The information contained in the Schedule TO, including the Repurchase Right Notice, as supplemented and amended by the information contained in Item 11 below, is incorporated herein by reference. Except as specifically provided herein, this Amendment No. 1 does not modify any of the information previously reported on the Schedule TO.
This Amendment No. 1 amends and supplements the Schedule TO as set forth below and constitutes the final amendment to the Schedule TO. This Amendment No. 1 is intended to satisfy the disclosure requirements of Rule 13e-4(c)(4) under the Securities Exchange Act of 1934, as amended.
| ITEM 11. | ADDITIONAL INFORMATION. |
Item 11 of the Schedule TO is hereby amended and supplemented to include the following information:
The repurchase right offer expired at 5:00 p.m., New York City time, on Tuesday, June 13, 2023 (the “Expiration Date”). The Company has been advised by Deutsche Bank Trust Company Americas, as paying agent (the “Paying Agent”), that pursuant to the terms of the Repurchase Right Notice, US$745,907,000 aggregate principal amount of the Notes were validly surrendered and not withdrawn as of the Expiration Date. The Company has accepted all of the surrendered Notes for repurchase pursuant to the terms of the Repurchase Right Notice and has forwarded cash in payment of the 2023 Repurchase Price to the Paying Agent for distribution to the Holders that had exercised their 2023 Repurchase Right. The aggregate amount of the 2023 Repurchase Price is US$745,907,000. Following settlement of the repurchase, US$92,000 aggregate principal amount of the Notes will remain outstanding and continue to be subject to the existing terms of the Indenture and the Notes.
| ITEM 12. | EXHIBITS. |
| (a) | Exhibits. |
| (a)(1)* | Repurchase Right Notice to Holders of 1.25% Convertible Senior Notes due 2027 issued by the Company, dated as of May 8, 2023. | |||
| (a)(5)(A)* | Press Release issued by the Company, dated as of May 8, 2023. | |||
| (a)(5)(B)† | Press Release issued by the Company, dated as of June 14, 2023. | |||
| (b) | Not applicable. | |||
| (d) | Indenture, dated as of June 2, 2020, between the Company and Deutsche Bank Trust Company Americas, as trustee (incorporated by reference to Exhibit 2.6 to the Company’s annual report on Form 20-F, as amended, initially filed with the Securities and Exchange Commission on March 5, 2021 (File No. 001-38429)). | |||
| (g) | Not applicable. | |||
| (h) | Not applicable. | |||
2
| (b) | Filing Fee Exhibit. |
| † | Filing Fee Table. |
| * | Previously filed. |
| † | Filed herewith. |
3
EXHIBIT INDEX
| * | Previously filed. |
| † | Filed herewith. |
4
SIGNATURE
After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
| Bilibili Inc. | ||
| By: | /s/ Rui Chen | |
| Name: Rui Chen | ||
| Title: Chairman of the Board of Directors and Chief Executive Officer | ||
Dated: June 14, 2023
Exhibit(a)(5)(B)
Bilibili Inc. Announces Completion of the Repurchase Right Offer for
Its 1.25% Convertible Senior Notes due 2027
SHANGHAI, China, June 14, 2023 — Bilibili Inc. (“Bilibili” or the “Company”) (NASDAQ: BILI and HKEX: 9626), an iconic brand and a leading video community for young generations in China, today announced that it has completed its previously announced repurchase right offer relating to its 1.25% Convertible Senior Notes due 2027 (CUSIP No. 090040AD8) (the “Notes”). The repurchase right offer expired at 5:00 p.m., New York City time, on Tuesday, June 13, 2023. Based on information from Deutsche Bank Trust Company Americas as the paying agent for the Notes, US$745,907,000 aggregate principal amount of the Notes were validly surrendered and not withdrawn prior to the expiration of the repurchase right offer. The aggregate cash purchase price of these Notes is US$745,907,000. The Company has accepted all of the surrendered Notes for repurchase and has forwarded cash in payment of the same to the paying agent for distribution to the applicable holders.
Materials filed with the SEC will be available electronically without charge at the SEC’s website, http://www.sec.gov. Documents filed with the SEC may also be obtained without charge at the Company’s website, http://ir.bilibili.com/.
About Bilibili Inc.
Bilibili is an iconic brand and a leading video community with a mission to enrich the everyday lives of young generations in China. Bilibili offers a wide array of video-based content with All the Videos You Like as its value proposition. Bilibili builds its community around aspiring users, high-quality content, talented content creators and the strong emotional bonds among them. Bilibili pioneered the “bullet chatting” feature, a live comment function that has transformed our users’ viewing experience by displaying the thoughts and feelings of audience members viewing the same video. The Company has now become the welcoming home of diverse interests among young generations in China and the frontier for promoting Chinese culture across the world.
For more information, please visit: http://ir.bilibili.com.
For investor and media inquiries, please contact:
In China
Bilibili Inc.
Juliet Yang
Tel: +86-21-2509-9255 Ext. 8523
E-mail: ir@bilibili.com
Piacente Financial Communications
Helen Wu
Tel: +86-10-6508-0677
E-mail: bilibili@tpg-ir.com
In the United States
Piacente Financial Communications
Brandi Piacente
Tel: +1-212-481-2050
E-mail: bilibili@tpg-ir.com