6-K
BAIDU, INC. filed this Form 6-K on 07/07/2017
Entire Document
 


ARTICLE II

THE NOTES

Section 2.01    Terms of the 2022 Notes. The 2022 Notes are hereby created and designated as a separate series of Securities under the Base Indenture. The following terms relate to the 2022 Notes:

(a)    The 2022 Notes shall constitute a separate series of Securities under the Base Indenture having the title “2.875% Notes due 2022.”

(b)    The 2022 Notes shall be issued at a price of 99.470% of the principal amount thereof, other than any offering discounts pursuant to the initial offering and resale of the 2022 Notes.

(c)    The aggregate principal amount of the 2022 Notes (the “Initial 2022 Notes”) that may be initially authenticated and delivered under the Indenture shall be US$900,000,000. The Company may from time to time, without the consent of the Holders of the Notes, issue additional Notes (in any such case “Additional 2022 Notes”) having the same terms and conditions as the Initial 2022 Notes in all respects (or in all respects except for the Issue Date, the issue price or the first Interest Payment Date). Any Additional 2022 Notes and the Initial 2022 Notes shall constitute a single series under the Indenture, provided that if such Additional 2022 Notes are not fungible with the Initial 2022 Notes for U.S. federal income tax purposes, such Additional 2022 Notes shall not have the same CUSIP, ISIN or other identifying number as the Initial 2022 Notes. All references to the “2022 Notes” shall include the Initial 2022 Notes and any Additional 2022 Notes unless the context otherwise requires. The aggregate principal amount of each of the Additional 2022 Notes shall be unlimited.

(d)    The entire outstanding principal of the 2022 Notes shall be payable on July 6, 2022.

(e)    The rate at which the 2022 Notes shall bear interest shall be 2.875% per year. The date from which interest shall accrue on the 2022 Notes shall be July 6, 2017, or the most recent Interest Payment Date to which interest has been paid or provided for. The Interest Payment Dates for the 2022 Notes shall be January 6 and July 6 of each year, beginning January 6, 2018. Interest shall be payable on each Interest Payment Date to the Holders of record at the close of business on the June 21 and December 21 prior to each Interest Payment Date. The basis upon which interest shall be calculated shall be that of a 360-day year consisting of twelve 30-day months.

(f)    The 2022 Notes shall be issuable in whole in the form of one or more registered Global Securities, and the Depositary for such Global Securities shall be DTC. The 2022 Notes shall be substantially in the form attached hereto as Exhibit A, the terms of which are herein incorporated by reference. The 2022 Notes shall be denominated in U.S. Dollars and shall be issuable in minimum denominations of US$200,000 or any integral multiples of US$1,000 in excess thereof.

(g)    The 2022 Notes may be redeemed at the option of the Company prior to the date of Stated Maturity for payment of principal on the Notes, as provided in Section 2.03.

(h)    The 2022 Notes will not have the benefit of any sinking fund.

(i)    Except as provided herein, the Holders of the 2022 Notes shall have no special rights in addition to those provided in the Base Indenture upon the occurrence of any particular events.

 

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