Form SC TO-I/A - Tender offer statement by Issuer: [Amend]

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

 

SCHEDULE TO

TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1)

OF THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 1)*

 

 

Bilibili Inc.

(Name of Subject Company (Issuer))

Bilibili Inc.

(Name of Filing Person (Issuer))

 

 

0.50% Convertible Senior Notes due 2026

(Title of Class of Securities)

090040AF3

(CUSIP Number of Class of Securities)

Xin Fan

Chief Financial Officer

Building 3, Guozheng Center

No. 485 Zhengli Road, Yangpu District

Shanghai 200433

The People’s Republic of China

Telephone: [phone]

 

 

with copy to:

 

Haiping Li, Esq. Skadden, Arps, Slate, Meagher & Flom LLP c/o 42/F, Edinburgh Tower, The Landmark 15 Queen’s Road Central Hong Kong [phone]		Yuting Wu, Esq. Skadden, Arps, Slate, Meagher & Flom LLP 46/F, Tower II, Jing An Kerry Centre 1539 Nanjing West Road Shanghai 200040, China Telephone: [phone]

(Name, address and telephone number of person authorized to receive notices and communications on behalf of the filing person)

 

 

 

☐	Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.

Check the appropriate boxes below to designate any transactions to which the statement relates:

 

☐	third-party tender offer subject to Rule 14d-1.

 

☒	issuer tender offer subject to Rule 13e-4.

 

☐	going-private transaction subject to Rule 13e-3.

 

☐	amendment to Schedule 13D under Rule 13d-2.

Check the following box if the filing is a final amendment reporting the results of the tender offer: ☒

If applicable, check the appropriate box(es) below to designate the appropriate rule provision(s) relied upon:

 

☐	Rule 13e-4(i) (Cross-Border Issuer Tender Offer)

☐	Rule 14d-1(d) (Cross-Border Third-Party Tender Offer)

 

 

 

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INTRODUCTORY STATEMENT

This Amendment No. 1 to Schedule TO (this “Amendment No. 1”) amends and supplements the Tender Offer Statement on Schedule TO that was initially filed by Bilibili, Inc. (the “Company”) on October 21, 2024 (the “Schedule TO”) relating to the Company’s 0.50% Convertible Senior Notes due 2026 (the “Notes”). This Amendment No. 1 relates to the final results of the Company’s repurchase of the Notes that have been validly surrendered for repurchase and not withdrawn pursuant to the Company’s Notice to the holders of the Notes (the “Holders”) dated October 21, 2024 (the “Repurchase Right Notice”). The information contained in the Schedule TO, including the Repurchase Right Notice, as supplemented and amended by the information contained in Item 11 below, is incorporated herein by reference. Except as specifically provided herein, this Amendment No. 1 does not modify any of the information previously reported on the Schedule TO.

This Amendment No. 1 amends and supplements the Schedule TO as set forth below and constitutes the final amendment to the Schedule TO. This Amendment No. 1 is intended to satisfy the disclosure requirements of Rule 13e-4(c)(4) under the Securities Exchange Act of 1934, as amended.

ITEM 11. ADDITIONAL INFORMATION.

Item 11 of the Schedule TO is hereby amended and supplemented to include the following information:

The repurchase right offer expired at 5:00 p.m., New York City time, on Wednesday, November 27, 2024 (the “Expiration Date”). The Company has been advised by Deutsche Bank Trust Company Americas, as paying agent (the “Paying Agent”), that pursuant to the terms of the Repurchase Right Notice, US$419,107,000 aggregate principal amount of the Notes were validly surrendered and not withdrawn as of the Expiration Date. The Company has accepted all of the surrendered Notes for repurchase pursuant to the terms of the Repurchase Right Notice and has forwarded cash in payment of the Repurchase Price (as defined in the Repurchase Right Notice) to the Paying Agent for distribution to the Holders that had exercised their Repurchase Right. The aggregate amount of the Repurchase Price is US$419,107,000, which was funded by the Company’s cash on hand. Following settlement of the repurchase, US$13,300,000 aggregate principal amount of the Notes will remain outstanding and continue to be subject to the existing terms of the Indenture and the Notes.

ITEM 12. EXHIBITS.

(a) Exhibits.

 

(a)(1)*		Repurchase Right Notice to Holders of 0.50% Convertible Senior Notes due 2026 issued by the Company, dated as of October 21, 2024.
(a)(5)(A)*		Press Release issued by the Company, dated as of October 21, 2024.
(a)(5)(B)†		Press Release issued by the Company, dated as of November 29, 2024.
(b)		Not applicable.
(d)		Indenture, dated November  23, 2021, between the Company and Deutsche Bank Trust Company Americas, as trustee (incorporated herein by reference to Exhibit 2.7 to the Company’s annual report on Form 20-F filed with the Securities and Exchange Commission on April 25, 2022 (File No. 001-38429)).
(g)		Not applicable.
(h)		Not applicable.
(b)		Filing Fee Exhibit.
†		Filing Fee Table.

 

*	Previously filed.

†	Filed herewith.

 

1

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EXHIBIT INDEX

 

Exhibit No.		Description
(a)(1)*		Repurchase Right Notice to Holders of 0.50% Convertible Senior Notes due 2026 issued by the Company, dated as of October  21, 2024.
(a)(5)(A)*		Press Release issued by the Company, dated as of October 21, 2024.
(a)(5)(B)†		Press Release issued by the Company, dated as of November 29, 2024.
(d)		Indenture, dated November  23, 2021, between the Company and Deutsche Bank Trust Company Americas, as trustee (incorporated herein by reference to Exhibit 2.7 to the Company’s annual report on Form 20-F filed with the Securities and Exchange Commission on April 25, 2022 (File No. 001-38429)).
(b) †		Filing Fee Table.

 

*	Previously filed.

†	Filed herewith.

 

2

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SIGNATURE

After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

 

Bilibili Inc.
By:		/s/ Rui Chen
Name: Rui Chen
Title: Chairman of the Board of Directors and Chief Executive Officer

Dated: November 29, 2024

 

3

Exhibit (a)(5)(B)

Bilibili Inc. Announces Completion of the Repurchase Right Offer for

Its 0.50% Convertible Senior Notes due 2026

SHANGHAI, China, November 29, 2024 — 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 that it has completed its previously announced repurchase right offer relating to its 0.50% Convertible Senior Notes due 2026 (CUSIP No. 090040AF3) (the “Notes”). The repurchase right offer expired at 5:00 p.m., New York City time, on Wednesday, November 27, 2024. Based on information from Deutsche Bank Trust Company Americas as the paying agent for the Notes, US$419,107,000 aggregate principal amount of the Notes were validly surrendered and not withdrawn prior to the expiration of the repurchase right offer. The aggregate cash purchase price of these Notes is US$419,107,000. The Company has accepted all of the surrendered Notes for repurchase and has forwarded cash in payment of the same to the paying agent for distribution to the applicable holders.

Materials filed with the SEC will be available electronically without charge at the SEC’s website, http://www.sec.gov. Documents filed with the SEC may also be obtained without charge at the Company’s investor relations website, http://ir.bilibili.com/.

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: [phone] Ext. 8523

E-mail: [e-mail]

Piacente Financial Communications

Helen Wu

Tel: [phone]

E-mail: [e-mail]

In the United States

Piacente Financial Communications

Brandi Piacente

Tel: [phone]

E-mail: [e-mail]

Exhibit (b)

Calculation of Filing Fee Tables

Schedule TO

(Form Type)

Bilibili Inc.

(Name of Issuer)

Table 1 – Transaction Valuation

 

		Transaction  valuation		Fee  rate		Amount of  filing fee
Fees to Be Paid		—		0.00015310 (2)		—
Fees Previously Paid		$432,407,000.00 (1)				$66,201.51 (2)
Total Transaction Valuation		$432,407,000.00
Total Fees Due for Filing						$66,201.51 (2)
Total Fees Previously Paid						$66,201.51 (2)
Total Fee Offsets						—
Net Fee Due						—

 

(1)	Estimated solely for purposes of calculating the filing fee. The aggregate purchase price of the 0.50% Convertible Senior Notes due 2026 (the “Notes”) is $432,407,000, representing 100% of the principal amount of the Notes outstanding as of October 21, 2024 (excluding accrued but unpaid interest).

(2)

The filing fee of $66,201.51 was previously paid in connection with the filing of the Tender Offer Statement on Schedule TO on October 21, 2024 by Bilibili Inc. (File No. 005-90674). The amount of the filing fee, calculated in accordance with Rule 0-11 under the Securities Exchange Act of 1934, as amended, equals $153.10 per $1,000,000 of the value of the transaction.

Submission	Nov. 29, 2024
Submission [Line Items]
Central Index Key	0001723690
Registrant Name	Bilibili Inc.
Form Type	SC TO
Submission Type	SC TO-I/A
Fee Exhibit Type	EX-FILING FEES

Offerings	Nov. 29, 2024 USD ($)
Offering: 1
Offering:
Fee Previously Paid	false
Fee Rate	0.01531%
Offering Note	(2) The filing fee of $66,201.51 was previously paid in connection with the filing of the Tender Offer Statement on Schedule TO on October 21, 2024 by Bilibili Inc. (File No. 005-90674). The amount of the filing fee, calculated in accordance with Rule 0-11 under the Securities Exchange Act of 1934, as amended, equals $153.10 per $1,000,000 of the value of the transaction.
Offering: 2
Offering:
Fee Previously Paid	true
Transaction Valuation	$ 432,407,000
Amount of Registration Fee	$ 66,201.51
Offering Note	(1) Estimated solely for purposes of calculating the filing fee. The aggregate purchase price of the 0.50% Convertible Senior Notes due 2026 (the “Notes”) is $432,407,000, representing 100% of the principal amount of the Notes outstanding as of October 21, 2024 (excluding accrued but unpaid interest). (2) The filing fee of $66,201.51 was previously paid in connection with the filing of the Tender Offer Statement on Schedule TO on October 21, 2024 by Bilibili Inc. (File No. 005-90674). The amount of the filing fee, calculated in accordance with Rule 0-11 under the Securities Exchange Act of 1934, as amended, equals $153.10 per $1,000,000 of the value of the transaction.

Fees Summary	Nov. 29, 2024 USD ($)
Fees Summary [Line Items]
Previously Paid Amount	$ 66,201.51
Total Fee Amount	66,201.51
Total Transaction Valuation	432,407,000
Total Offset Amount	0
Net Fee	$ 0

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