424B2
BAIDU, INC. filed this Form 424B2 on 06/29/2017
Entire Document
 


Table of Contents

 

Prospectus Supplement

(To Prospectus dated June 26, 2017)

 

LOGO

US$1,500,000,000

Baidu, Inc.

US$900,000,000 2.875% Notes due 2022

US$600,000,000 3.625% Notes due 2027

We are offering US$900,000,000 of our 2.875% notes due 2022 (the “2022 Notes”) and US$600,000,000 of our 3.625% notes due 2027 (the “2027 Notes”, together with the 2022 Notes, the “Notes”). The 2022 Notes will mature on July 6, 2022 and the 2027 Notes will mature on July 6, 2027. Interest on the Notes will accrue from July 6, 2017 and be payable on January 6 and July 6 of each year, beginning on January 6, 2018.

We may at our option redeem the Notes at any time, in whole or in part, at a price equal to the greater of 100% of the principal amount of such Notes and the make whole amount plus accrued and unpaid interest, if any, to (but not including) the redemption date. We may also redeem the Notes at any time upon the occurrence of certain tax events. Upon the occurrence of a triggering event, we must make an offer to repurchase all Notes outstanding at a purchase price equal to 101% of their principal amount, plus accrued and unpaid interest, if any, to (but not including) the date of repurchase. For a more detailed description of the Notes, see “Description of the Notes” in this prospectus supplement.

The Notes are our senior unsecured obligations and will rank senior in right of payment to all of our existing and future obligations expressly subordinated in right of payment to the Notes; rank at least equal in right of payment with all of our existing and future unsecured unsubordinated obligations (subject to any priority rights pursuant to applicable law); be effectively subordinated to all of our existing and future secured obligations, to the extent of the value of the assets serving as security therefor; and be structurally subordinated to all existing and future obligations and other liabilities of our subsidiaries and consolidated affiliated entities.

See “Risk Factors” beginning on page S-11 for a discussion of certain risks that should be considered in connection with an investment in the Notes.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of the Notes or determined that this prospectus supplement or the accompanying prospectus is accurate or complete. Any representation to the contrary is a criminal offense.

 

 

 

     Public Offering
Price(1)
    Underwriting
Discounts
    Proceeds to
Baidu(1)
 

Per 2022 Note

     99.470     0.275     99.195

Total

   US$ 895,230,000     US$ 2,475,000     US$ 892,755,000  

Per 2027 Note

     99.576     0.275     99.301

Total

   US$ 597,456,000     US$ 1,650,000     US$ 595,806,000  

 

(1) Plus accrued interest, if any, from July 6, 2017.

Approval in-principle has been received for the listing and quotation of the Notes on the Singapore Exchange Securities Trading Limited, or the SGX-ST. The SGX-ST assumes no responsibility for the correctness of any of the statements made, opinions expressed or reports contained herein. The listing and quotation of any Notes on the SGX-ST is not to be taken as an indication of the merits of us, or any of our subsidiaries or consolidated affiliated entities or of the Notes. Currently, there is no public trading market for the Notes.

We expect to deliver the Notes to investors through the book-entry delivery system of The Depository Trust Company and its direct participants, including Euroclear Bank S.A./N.V., or Euroclear, and Clearstream Banking, société anonyme, or Clearstream, on or about July 6, 2017, which is the fifth business day following the date of this prospectus supplement. Purchasers of the Notes should note that trading of the Notes may be affected by this settlement date.

 

Joint Bookrunners

Goldman Sachs (Asia) L.L.C.   J.P. Morgan   HSBC
Co-managers
Morgan Stanley   DBS Bank Ltd.   CICC HK Securities

The date of this prospectus supplement is June 28, 2017.