BAIDU, INC. filed this Form 424B2 on 06/29/2017
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Subject to the terms and conditions contained in the underwriting agreement, dated as of the date of this prospectus supplement between us and the underwriters named below, for whom Goldman Sachs (Asia) L.L.C., J.P. Morgan Securities LLC and The Hongkong and Shanghai Banking Corporation Limited are acting as representatives, we have agreed to sell to each underwriter, and each underwriter has severally agreed to purchase from us, the principal amount of the Notes of each series set forth opposite its name below:



   Principal Amount of
the 2022 Notes
     Principal Amount of
the 2027 Notes

Goldman Sachs (Asia) L.L.C.

     360,000,000        240,000,000  

J.P. Morgan Securities LLC

     360,000,000        240,000,000  

The Hongkong and Shanghai Banking Corporation Limited

     171,000,000        114,000,000  

Morgan Stanley & Co. International plc

     4,500,000        3,000,000  

DBS Bank Ltd.

     2,250,000        1,500,000  

China International Capital Corporation Hong Kong Securities Limited

     2,250,000        1,500,000  








   US$ 900,000,000      US$ 600,000,000  

The underwriters are offering the Notes subject to their acceptance of the Notes from us, and subject to prior sale. The underwriting agreement provides that the obligations of the underwriters to purchase the Notes are subject to approval of certain legal matters by counsel and to certain other conditions. The underwriters must purchase all the Notes if they purchase any of the Notes. The underwriters reserve the right to withdraw, cancel or modify offers to investors and to reject orders in whole or in part.

The underwriters initially propose to offer part of the Notes of each series directly to the public at the offering prices described on the cover page of this prospectus supplement. After the initial offering of the Notes, the underwriters may from time to time vary the offering prices and other selling terms. The offering of the Notes by the underwriters is subject to receipt and acceptance and subject to the underwriters’ right to reject any order in whole or in part.

Certain of the underwriters are not broker-dealers registered with the SEC. Therefore, to the extent they intend to make any offers or sales of Notes in the United States, they will do so only through one or more registered broker-dealers in compliance with applicable securities laws and regulations, and FINRA rules. Goldman Sachs (Asia) L.L.C. will offer the Notes in the United States through its registered broker-dealer affiliate Goldman, Sachs & Co. The Hongkong and Shanghai Banking Corporation Limited will offer the Notes in the United States through its registered broker-dealer affiliate HSBC Securities (USA) Inc.

The following table shows the underwriting discounts that we will pay to the underwriters in connection with this offering:


     Paid by Us  

Per 2022 Note


Per 2027 Note



   US$ 4,125,000  

Expenses associated with this offering to be paid by us, other than underwriting commissions and discounts, are estimated to be US$2.6 million.

We have agreed that, for a period until 60 days after the date of closing (which is expected to be the fifth business day following the date of this prospectus supplement), we will not, without the prior written consent of the representatives, offer, sell, contract to sell or otherwise dispose of any securities issued or guaranteed by us