Baozun Announces Proposed Offering of US$225 Million Convertible Senior Notes
04 April 2019 - 9:38PM
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 proposed
offering (the “Notes Offering”) of up to US$225 million in
aggregate principal amount of convertible senior notes due 2024
(the “Notes”), subject to market and other conditions. The Company
intends to grant 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 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 be convertible 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,
and will mature on May 1, 2024. 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. It is contemplated that 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. The conversion rate and other terms of the
Notes will be determined at the time of pricing of the Notes
Offering.
Concurrently with the Notes Offering, the Company intends to
enter 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 a certain
number of ADSs (the “borrowed ADSs”) to the ADS Borrowers. The ADS
Borrowers will offer the borrowed ADSs in a separate SEC-registered
offering pursuant to a prospectus supplement and an accompanying
base prospectus (the “ADS Offering”). The number of the borrowed
ADSs to be sold by the ADS Borrowers or their affiliates
concurrently with the Notes Offering (the “Initial Borrowed ADSs”)
will depend on the portion of the investors in the Notes that
desire to hedge their investment. It is currently expected that the
short position established by the ADS Borrowers in selling the
Initial Borrowed ADSs will be used to facilitate transactions by
which such investors in the Notes may hedge their investment in the
Notes. 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. We
have been advised by the ADS Borrowers that they expect that, over
the same period as their affiliates sell such additional borrowed
ADSs, the ADS Borrowers or their affiliates may, in their
discretion, purchase a comparable number of ADSs in the open market
and use such ADSs to facilitate short sales and/or privately
negotiated derivative transactions by investors in the Notes.
The activity described above 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 ADS Offering 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 Company
believes that the registered ADS borrow facility, as described
above, would help achieve better terms of the Notes Offering for
the Company.
The Notes will be 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.
The Company has filed an automatic shelf registration statement
on Form F-3 with the U.S. Securities and Exchange Commission
(“SEC”). The F-3 registration statement becomes effective upon
filing as the Company is a “well-known seasoned issuer”. A
prospectus supplement and the accompanying base prospectus
describing the terms of the ADS Offering have been filed with the
SEC. When available, the final prospectus supplement for the ADS
Offering will be filed with the SEC. The ADS Offering is being made
only by means of the prospectus supplement and accompanying base
prospectus. Investors are advised to read the prospectus supplement
and the accompanying base prospectus and other documents that the
Company has filed with the SEC for more complete information about
the Company and the ADS Offering.
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 and on which terms, 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
Baozun (NASDAQ:BZUN)
Historical Stock Chart
From Apr 2024 to May 2024
Baozun (NASDAQ:BZUN)
Historical Stock Chart
From May 2023 to May 2024