Bilibili Inc. Announces Proposed Offerings of US$700 Million Convertible Senior Notes, Concurrent Equity Placement and Concurrent Share Repurchases
Bilibili targets US$700 million in convertible notes alongside a US$300 million special share repurchase and a Tencent-backed equity placement.
Rhea-AI Summary
Bilibili (BILI) plans to issue US$700 million of convertible senior notes due September 15, 2031, including a US$200 million subscription by Tencent, subject to market conditions and shareholder approval where required.
The zero-coupon, senior unsecured notes will be convertible into Bilibili Class Z ordinary shares, with the initial conversion rate and pricing set at offering. Holders may require repurchase on September 15, 2029 or upon certain fundamental changes, while Bilibili may redeem the notes from September 28, 2029 if share-price conditions are met, or in limited other circumstances.
In parallel, Bilibili will support a Concurrent Equity Placement comprising a delta placement of borrowed shares and an approximately US$400 million Tencent secondary sale. Bilibili will use about US$100 million to repurchase delta-placement shares and US$200 million to repurchase shares from Tencent under a special buyback program of up to US$300 million, with remaining note proceeds allocated to AI-driven growth and general corporate purposes.
Positive
- US$700 million proposed convertible notes provide sizable, largely non-cash-cost financing for 2031 maturity.
- Zero-coupon structure means no ongoing cash interest expense on the convertible notes.
- Tencent’s commitment to subscribe for US$200 million of notes may signal confidence and helps anchor the offering.
- Board-authorized special repurchase program of up to US$300 million returns capital and may offset equity dilution.
- Around US$100 million earmarked to repurchase delta-placement shares could reduce free float selling pressure.
- Planned US$200 million repurchase of Tencent-held shares concentrates ownership among remaining shareholders.
Negative
- Convertible notes and related equity mechanisms introduce potential share dilution upon conversion into Class Z ordinary shares.
- Bilibili receives no proceeds from Tencent’s approximately US$400 million secondary placement despite additional market supply.
- Holders can require cash repurchase of notes on September 15, 2029, creating a sizable future liquidity obligation.
- Completion of the notes offering, Tencent subscription and repurchases is uncertain and subject to market conditions and EGM approval.
- Use of US$300 million for share repurchases reduces cash available for other investments or balance-sheet strengthening.
News Explained
The proposed structure combines a no-new-share secondary sale with potential future dilution from convertible notes, subject to completion conditions.
Bilibili has proposed the notes, equity placement and repurchases, but none is disclosed as closed; completion remains subject to stated conditions including market conditions and required shareholder approval.
If the notes are converted, they would add Class Z shares and reduce an existing holder’s percentage ownership; the conversion rate has not yet been set.
The concurrent equity placement itself would not issue new Class Z shares or provide Bilibili proceeds: Tencent would receive the net proceeds from its secondary sale, while Bilibili would use note proceeds for repurchases and stated corporate purposes.
The conversion rate will be established at pricing, and the Tencent subscription and repurchase closings require completion of the marketed notes offering and approval by disinterested shareholders at the expected extraordinary meeting, where a three-fourths vote is sought.
Market Reaction – BILI
Following this news, BILI has declined 2.65%, reflecting a moderate negative market reaction. Our momentum scanner has triggered 4 alerts so far, indicating moderate trading interest and price volatility. The stock is currently trading at $15.04. Trading volume is exceptionally heavy at 50.1x the average, suggesting significant selling pressure.
Data tracked by StockTitan Argus (15 min delayed). Upgrade to Gold for real-time data.
Key Figures
Historical Context
| Date | Event | Sentiment | 24h Move | Catalyst |
|---|---|---|---|---|
| Aug 27 | 2Q26 earnings | Positive | +3.8% | Second-quarter results included revenue growth, profitability gains and increased user engagement. |
| Aug 06 | Earnings date notice | Neutral | +0.4% | The company scheduled its second-quarter results release and related earnings conference call. |
| Jun 30 | Share repurchase update | Positive | +1.0% | Bilibili reported progress under its existing share repurchase program. |
| Jun 24 | Share repurchase program | Positive | +3.5% | The company authorized a new US$300 million share repurchase program. |
| Jun 17 | Annual meeting results | Neutral | -0.7% | Shareholders approved all proposed resolutions at the annual general meeting. |
24h Move is the share-price change in the day after each event; other market factors may also have contributed.
Bilibili’s recent earnings and repurchase announcements were followed by positive price reactions, while the annual meeting announcement was followed by a decline.
Key Terms
convertible senior notes financial
qualified institutional buyers regulatory
rule 144a regulatory
regulation s regulatory
convertible arbitrage strategy financial
AI-generated analysis. How Rhea-AI works. Not financial advice.
SHANGHAI, Sept. 04, 2026 (GLOBE NEWSWIRE) -- 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 the proposed offerings (the “Notes Offerings”) of US
The Company plans to use the aggregate proceeds from the Notes Offerings in the following manner: (a) to fund the Concurrent Delta Repurchase (as defined below); (b) to fund the Concurrent Tencent Repurchase (as defined below); (c) for AI-driven growth, including but not limited to: (i) strengthen its AI capabilities in content comprehension, recommendation and creation, (ii) deepen user engagement with its high-quality content and community, and (iii) leverage AI to boost productivity and efficiency; and (d) for general corporate purposes.
Indicative Terms of the Notes
When issued, the Notes will be senior, unsecured obligations of the Company. The Notes will mature on September 15, 2031, unless repurchased, redeemed or converted in accordance with their terms prior to such date. Holders may convert their Notes at their option at any time prior to the close of business on the seventh scheduled trading day immediately preceding the maturity date. Upon conversion, the Company will cause to be delivered the Company’s Class Z ordinary shares, par value US
The Company may redeem for cash all or any part of the Notes on or after September 28, 2029 if the last reported sale price of the Class Z ordinary shares (converted into U.S. dollars at the prevailing rate as of such trading day) has been at least
Tencent Notes Subscription
Tencent Holdings Limited (together with its subsidiaries, “Tencent”), through its subsidiary, has agreed to subscribe for US
The closings of the Tencent Notes Subscription and the Concurrent Tencent Repurchase (described below) will be concurrent and subject to the completion of the Marketed Notes Offering, the shareholders’ approval at the EGM (described below) and other customary conditions precedent.
Concurrent Equity Placement
In connection with the Marketed Notes Offering, a number of the Company’s Class Z ordinary shares will be borrowed from non-affiliate third parties and offered, on a several basis, by certain financial institutions acting as the initial purchasers of the Marketed Notes Offering (or their respective affiliates) (in such capacity, the “Concurrent Delta Offering Banks”) in a fixed-price offering to non-U.S. persons in offshore transactions pursuant to Rule 903 of Regulation S under the Securities Act (the “Concurrent Delta Offering”). The Concurrent Delta Offering Banks will use the resulting short positions to facilitate the establishment of initial short positions by certain investors subscribing for the Notes who employ a convertible arbitrage strategy (the “Convertible Arbitrage Investors”) to hedge their investments in the Notes. Such short positions may be established by Convertible Arbitrage Investors through sales of borrowed Class Z ordinary shares or synthetically through derivative transactions, in each case, to be facilitated by the Concurrent Delta Offering Banks. The number of Class Z ordinary shares subject to the Concurrent Delta Offering will be determined at the time of pricing of the Marketed Notes Offering and is expected to generally correspond to such initial short positions of the Convertible Arbitrage Investors.
In addition to and concurrently with the Concurrent Delta Offering, Tencent (through its subsidiary) is proposing to offer and sell approximately US
The Company will not issue any new Class Z ordinary shares in, or receive any proceeds from, the Concurrent Equity Placement. Tencent will receive the net proceeds from the Tencent Secondary Placement.
Concurrent Repurchases
The Company expects to use approximately US
The purchase price in each of the Concurrent Delta Repurchase and the Concurrent Tencent Repurchase will be the Reference Price. The Company’s board of directors has authorized a separate special share repurchase program of up to US
The Company has entered into an agreement with Tencent for the Tencent Notes Subscription and the Concurrent Tencent Repurchase. The Company expects to convene an extraordinary general meeting of shareholders (the “EGM”) in the near future to seek approval of the Concurrent Tencent Repurchase by at least three-fourths of the votes cast by disinterested shareholders present at the EGM.
Other Matters
The Notes, the Class Z ordinary shares deliverable upon conversion of the Notes and the Class Z ordinary shares to be offered and sold in the Concurrent Equity Placement have not been and will not be registered under the Securities Act or any state securities laws. They may not be offered or sold within the United States or to U.S. persons except pursuant to registration or an applicable exemption from the registration requirements of the Securities Act.
This press release shall not constitute an offer to sell or a solicitation of an offer to purchase any of these 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 Marketed Notes Offering, the Tencent Notes Subscription, the Concurrent Equity Placement and the Concurrent Repurchases, as well as the proposed EGM, and there can be no assurance that any of these transactions will be completed or that the required shareholder approval will be obtained.
Safe Harbor Statement
This announcement contains forward-looking statements. These statements are made under the “safe harbor” provisions of the U.S. Private Securities Litigation Reform Act of 1995. These forward-looking statements can be identified by terminology such as “will,” “expects,” “anticipates,” “aims,” “future,” “intends,” “plans,” “believes,” “estimates,” “confident,” “potential,” “continue,” or other similar expressions. Among other things, the terms of the Notes, whether the Company will complete the Notes Offerings, the Concurrent Equity Placement, the Concurrent Repurchases or the Tencent Notes Subscription, whether the required shareholder approval will be obtained, the timing and outcome of the proposed EGM, descriptions of various hedging activities, and statements about Bilibili’s beliefs and expectations, contain forward-looking statements. Bilibili may also make written or oral forward-looking statements in its periodic reports to the U.S. Securities and Exchange Commission, in its interim and annual reports to shareholders, in announcements, circulars or other publications made on the website of The Stock Exchange of Hong Kong Limited (the “Hong Kong Stock Exchange”), in press releases and other written materials and in oral statements made by its officers, directors or employees to third parties. Statements that are not historical facts, including but not limited to statements about Bilibili’s beliefs and expectations, are forward-looking statements. Forward-looking statements involve inherent risks and uncertainties. A number of factors could cause actual results to differ materially from those contained in any forward-looking statement, including but not limited to the following: results of operations, financial condition, and stock price; Bilibili’s strategies; Bilibili’s future business development, financial condition and results of operations; Bilibili’s ability to retain and increase the number of users, members and advertising customers, provide quality content, products and services, and expand its product and service offerings; competition in the online entertainment industry; Bilibili’s ability to maintain its culture and brand image within its addressable user communities; Bilibili’s ability to manage its costs and expenses; PRC governmental policies and regulations relating to the online entertainment industry, general economic and business conditions globally and in China and assumptions underlying or related to any of the foregoing. Further information regarding these and other risks is included in the Company’s filings with the Securities and Exchange Commission and the Hong Kong Stock Exchange. All information provided in this announcement and in the attachments is as of the date of the announcement, and the Company undertakes no duty to update such information, except as required under applicable law.
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
Email: ir@bilibili.com
Piacente Financial Communications
Helen Wu
Tel: -86-10-6508-0677
Email: bilibili@tpg-ir.com
In the United States:
Piacente Financial Communications
Brandi Piacente
Tel: -1-212-481-2050
Email: bilibili@tpg-ir.com
FAQ
What did Bilibili (BILI) announce regarding new convertible notes in September 2026?
Bilibili announced proposed offerings of US$700 million aggregate principal amount of senior, unsecured convertible notes due September 15, 2031. The notes will be convertible into Class Z ordinary shares, carry no regular interest, and are subject to market conditions and other customary factors.
How is Tencent involved in Bilibili’s 2026 convertible notes offering and equity transactions?
Tencent, through a subsidiary, has agreed to subscribe for US$200 million of the convertible notes on the same terms as the marketed tranche. Tencent also plans an approximately US$400 million secondary sale of Bilibili Class Z shares, and Bilibili intends to repurchase US$200 million of Tencent-held shares, all subject to conditions.
How will Bilibili use the proceeds from the US$700 million convertible notes offering?
Bilibili plans to use proceeds to fund a US$100 million Concurrent Delta Repurchase, a US$200 million Concurrent Tencent Repurchase, invest in AI-driven growth initiatives such as content comprehension and recommendation, and for general corporate purposes, under a board-authorized special share repurchase program of up to US$300 million.
What are the key terms and investor protections in Bilibili’s 2031 convertible senior notes (BILI)?
The notes are senior unsecured, mature on September 15, 2031, and pay no regular interest. Holders may convert at any time before shortly prior to maturity, may require repurchase on September 15, 2029 or upon certain fundamental changes, and may receive an increased conversion rate if they convert around specified corporate or redemption events.