JD.com Prices Upsized Offering of US$1.75 Billion Convertible Senior Notes

BEIJING, May 21, 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 upsizing and pricing of its previously announced offering (the “Notes Offering”) of convertible senior notes in an aggregate principal amount of US$1.75 billion due 2029 (the “Notes”). The Notes have been offered to persons reasonably believed to be qualified institutional buyers in reliance on the exemption from the registration requirement provided by Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”) and certain non-U.S. persons in offshore transactions in reliance on Regulation S under the Securities Act. The Company has granted an option to the initial purchasers in the Notes Offering, exercisable within a 30-day period, beginning on and including the date of the Notes Offering, to purchase up to an additional US$250 million in aggregate principal amount of the Notes.

The Company plans to use the net proceeds from the Notes Offering (a) for the Concurrent Repurchase (as described below) and to repurchase 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.

Terms of the Notes

The Notes will be senior, unsecured obligations of the Company and bear interest at a rate of 0.25% per year, payable semiannually in arrears on June 1 and December 1 of each year, beginning on December 1, 2024. The Notes will mature on June 1, 2029, unless earlier redeemed, repurchased or converted in accordance with their terms prior to such date.

Holders of the Notes may convert their Notes at their option at any time prior to the close of business on the third scheduled trading day immediately preceding the maturity date. Upon conversion, the Company will pay or deliver, as the case may be, cash, ADSs, or a combination of cash and ADSs, at the Company’s election. Holders may elect to receive Class A ordinary shares in lieu of any ADSs deliverable upon conversion, which will be fungible with the Company’s Class A ordinary shares listed on the Stock Exchange of Hong Kong Limited (“Hong Kong Stock Exchange”) after the resale restriction termination date (as set forth in the terms of the Notes). Holders who hold the Notes in global form and wish to elect to receive Class A ordinary shares in lieu of any ADSs deliverable upon conversion are advised that such election (and related conversion) is not exercisable through the facilities of The Depositary Trust Company, and such holders are advised to apprise themselves in advance of the requisite procedures to exercise such election (and related conversion) and the timing thereof.