JD.com Announces Completion of US$2.0 Billion Convertible Senior Notes
JD.com has completed a US$2.0 billion offering of convertible senior notes due 2029, which includes an additional US$250 million from initial purchasers. The notes are aimed at qualified institutional buyers under Rule 144A and certain non-U.S. persons under Regulation S. The company plans to use the proceeds for repurchasing American Depositary Shares (ADSs), expanding its overseas business, improving its supply chain network, and meeting working capital needs. These notes bear an interest rate of 0.25% per year and mature on June 1, 2029. The initial conversion rate is 21.8830 ADSs per US$1,000 principal amount, equivalent to a conversion price of approximately US$45.70 per ADS.
- JD.com successfully raised US$2.0 billion through convertible senior notes.
- The notes offering includes an additional US$250 million from initial purchasers, reflecting strong investor confidence.
- Proceeds will be used for expanding overseas business and improving the supply chain network.
- Low-interest rate of 0.25% per year minimizes interest expenses.
- The notes will mature on June 1, 2029, providing long-term financial flexibility.
- Convertible notes could lead to potential shareholder dilution upon conversion.
- Notes are unsecured, posing higher risk in adverse market conditions.
- Funds from the notes are being used for share repurchase, which might not yield immediate operational benefits.
- Interest payments will increase long-term financial obligations despite the low rate.
JD.com's issuance of
From a balance sheet perspective, these notes being unsecured means JD.com is leveraging its reputation rather than tangible collateral, showing strong investor trust. The
Retail investors should note that share repurchases can reduce the number of shares outstanding, potentially increasing the value of remaining shares. The move to expand overseas and improve the supply chain reflects a proactive approach to scaling and operational efficiency. However, the terms of the notes also imply potential dilution if converted to ADSs. Therefore, it's important to keep an eye on JD.com’s stock performance relative to the conversion price of
JD.com's strategic allocation of proceeds from convertible notes into overseas expansion and supply chain enhancements is a calculated effort to strengthen its global footprint and operational backbone. Expanding internationally can mitigate market saturation risks in China and provide new revenue streams. This move aligns with the global trend of e-commerce giants seeking growth beyond domestic borders.
Enhancing the supply chain is critical for JD.com, given its reputation for superior logistics. By investing here, JD.com is likely aiming to further optimize its delivery speed and efficiency, thus reinforcing its competitive edge. However, international expansions come with risks such as regulatory challenges and local competition, which should be considered by investors.
Retail investors should view this expansion strategy as a long-term play. The immediate financial impact may be muted, but the potential for future growth could significantly bolster JD.com’s market position and profitability. The enhancement of their supply chain also positions JD.com to better withstand competitive pressures.
The decision to use part of the proceeds from the convertible notes for share repurchases indicates a commitment to enhancing shareholder value. Share repurchases can signal management's confidence in the company's future prospects and are often used as a tool to return excess cash to shareholders. By reducing the number of shares outstanding, EPS (earnings per share) may increase, which can be favorable for the stock price.
It's important for investors to consider the timing and scale of these repurchases. If executed well, they can support the stock price, particularly in times of market volatility. On the flip side, if the market conditions don't favor repurchases or the funds are not used efficiently, it could be a missed opportunity for growth investment.
Given the low interest rate on these notes, JD.com is securing capital at a very modest cost, which is a positive indicator of its financial health. Investors should monitor how effectively JD.com deploys these funds and the impact on its share price over time.
BEIJING, May 23, 2024 (GLOBE NEWSWIRE) -- JD.com, Inc. (“JD” or the “Company”) (NASDAQ: JD and HKEX: 9618 (HKD counter) and 89618 (RMB counter)), a leading supply chain-based technology and service provider, today announced the completion of its offering of convertible senior notes (the “Notes Offering”) in an aggregate principal amount of US
The Company plans to use the net proceeds from the Notes Offering (a) for repurchase of American depositary shares (“ADSs”), each representing two Class A ordinary shares, concurrently with the pricing of the Notes, from certain purchasers of the Notes in off-market privately negotiated transactions effected through one of the initial purchasers or its affiliates, as the Company’s agent, and repurchases on the open market, after the pricing of the Notes and from time to time, additional Class A ordinary shares and/or American depositary shares (“ADSs”), each representing two Class A ordinary shares, of the Company pursuant to its share repurchase program(s), (b) to expand its overseas business, (c) to further improve its supply chain network, and (d) for working capital needs.
The Notes will be senior, unsecured obligations of the Company and bear interest at a rate of
The Notes, the ADSs deliverable upon conversion of the Notes, if any, and the Class A ordinary shares represented thereby or deliverable upon conversion of Notes in lieu thereof have not been and will not be registered under the Securities Act or securities laws of any other places. They may not be offered or sold within the United States or to U.S. persons, except to persons reasonably believed to be qualified institutional buyers in reliance on the exemption from registration provided by Rule 144A under the Securities Act and to certain non-U.S. persons in offshore transactions in reliance on Regulation S under the Securities Act.
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.
About JD.com, Inc.
JD.com is a leading supply chain-based technology and service provider. The company’s cutting-edge retail infrastructure seeks to enable consumers to buy whatever they want, whenever and wherever they want it. The company has opened its technology and infrastructure to partners, brands and other sectors, as part of its Retail as a Service offering to help drive productivity and innovation across a range of industries.
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,” “future,” “intends,” “plans,” “believes,” “estimates,” “confident” and similar statements. JD.com may also make written or oral forward-looking statements in its periodic reports to the U.S. Securities and Exchange Commission (the “SEC”), in announcements made on the website of the Hong Kong Stock Exchange, in its annual report to shareholders, 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 statements about JD.com’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: JD.com’s growth strategies; its future business development, results of operations and financial condition; its ability to attract and retain new customers and to increase revenues generated from repeat customers; its expectations regarding demand for and market acceptance of its products and services; trends and competition in China’s e-commerce market; changes in its revenues and certain cost or expense items; the expected growth of the Chinese e-commerce market; laws, regulations and governmental policies relating to the industries in which JD.com or its business partners operate; potential changes in laws, regulations and governmental policies or changes in the interpretation and implementation of laws, regulations and governmental policies that could adversely affect the industries in which JD.com or its business partners operate, including, among others, initiatives to enhance supervision of companies listed on an overseas exchange and tighten scrutiny over data privacy and data security; risks associated with JD.com’s acquisitions, investments and alliances, including fluctuation in the market value of JD.com’s investment portfolio; natural disasters and geopolitical events; change in tax rates and financial risks; intensity of competition; and general market and economic conditions in China and globally. Further information regarding these and other risks is included in JD.com’s filings with the SEC and the announcements on the website of the Hong Kong Stock Exchange. All information provided herein is as of the date of this announcement, and JD.com undertakes no obligation to update any forward-looking statement, except as required under applicable law.
Contacts:
Investor Relations
Sean Zhang
+86 (10) 8912-6804
IR@JD.com
Media Relations
+86 (10) 8911-6155
Press@JD.com
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