The transaction involved a convertible notes exchange and a concurrent follow-on offering of ADSs

Davis Polk advised the underwriter in connection with a registered shelf takedown by Bilibili of 15,344,000 American depositary shares representing its Class Z ordinary shares, which were issued partially in exchange for an aggregate principal amount of $384.8 million of its outstanding 0.50% convertible senior notes due December 2026 purchased by the underwriter and its applicable affiliate(s) from the holders in privately negotiated transactions. The net proceeds of the equity offering were approximately $399.9 million, which were partially used by the underwriter to fund the aggregate purchase price of the notes.

Bilibili is a full-spectrum video community that offers a wide array of content serving young generations’ diverse interests. Bilibili is dual-listed in Hong Kong and the United States. This transaction is the first concurrent notes exchange and equity offering ever completed by a U.S. and Hong Kong dual-listed issuer.

The Davis Polk corporate team included partner Li He, counsel – registered foreign lawyer Kevin Zhang and registered foreign lawyer Yin Wu. The equity derivatives team included senior counsel John M. Brandow, partner Yan Zhang and associate Amy Cheng. Partner Jason Xu and associate Calvin Lam provided advice relating to the Hong Kong Listing Rules. Counsel Alon Gurfinkel and associate Kelli A. Rivers provided tax advice. Members of the Davis Polk team are based in the Hong Kong, Beijing, London and New York offices.

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