ZTO Express-W (02057) has announced that on February 4, 2026, the company (acting as the issuer) and the joint bookrunners (representing the initial purchasers of the notes). Subject to certain "Conditions," the company agreed to sell to the initial purchasers, and each initial purchaser agreed (severally and not jointly) to purchase from the company, notes with an aggregate principal amount of $1.5 billion, at a purchase price of 98.9% of the principal amount of the notes. The joint bookrunners have informed the company that the notes will be offered and placed with no fewer than six independent placees. The issue price of the notes is set at 100% of their principal amount, plus any accrued interest from and including February 9, 2026. The initial conversion price (subject to adjustment) is approximately $30.9473 per share (equivalent to approximately HK$241.79 per share). This represents a premium of about 37.5% over the closing price of $22.51 per American Depositary Share on the NYSE on February 3, 2026 (the last trading day before the purchase agreement date), converted at a preset HK dollar exchange rate. Based on the estimated net proceeds of approximately $1,404.1 million and the 48,469,500 conversion shares issuable under the notes (excluding adjustments and anti-dilution adjustments) (calculated using an initial conversion rate of 323.1 shares per $1,000 principal amount of notes), the estimated net price per conversion share for the company is approximately $28.9692. The total par value of the conversion shares is $48,469,500, and the market value is HK$8.681 billion, calculated based on the closing price of HK$179.10 per Class A ordinary share on the Hong Kong Stock Exchange on the purchase agreement date. In connection with the pricing of the notes, the company has entered into capped call transactions with one or more initial purchasers and/or their affiliates and/or other financial institutions (the option counterparties). The premium for the capped call options is approximately $76.95 million, representing about 5.1% of the total principal amount of the notes. Concurrently with the pricing of the notes, the company agreed to repurchase approximately 18.2544 million of its Class A ordinary shares (representing approximately 2.29% of the issued and outstanding shares as of February 3, 2026; and approximately 37.66% of the conversion shares) from certain note purchasers in privately negotiated, off-market transactions arranged through one of the joint bookrunners or their respective affiliates (acting as the company's agent) (these transactions are referred to as the "concurrent share repurchase").
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