JD.com Announces Proposed Offering of US$1.5 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 a proposed offering (the “Notes Offering”) of convertible senior notes in an aggregate principal amount of US$1.5 billion due 2029 (the “Notes”), subject to market conditions and other factors. The Company intends to grant 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$225 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.

Expected Terms of the Notes

When issued, the Notes will be senior, unsecured obligations of the Company. 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). The interest rate, initial conversion rate and other terms of the Notes will be determined at the time of pricing of the Notes.