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Alibaba Group Holding Limited has initiated an exchange offer to swap up to $2.65 billion of its outstanding senior notes for registered notes with identical terms, as announced on September 4, 2025. This move satisfies obligations under a November 2024 registration rights agreement and enhances the tradability of its debt without raising new capital.
Exchange Offer: Up to $1,000M of 4.875% Senior Notes due 2030, $1,150M of 5.250% due 2035, and $500M of 5.625% due 2054.
Purpose: Fulfills registration rights agreement from November 26, 2024; not a new financing transaction.
Expiration: October 2, 2025, at 5:00 p.m. NYC time, unless extended.
Terms: Exchange Notes have identical terms to Outstanding Notes, minus transfer restrictions and registration rights.
Stock Performance: BABA closed at $134.875 on September 5, 2025, up 3.0% from $130.92.
Market Cap: $325.30B as of September 5, 2025.
Alibaba’s exchange offer targets three series of senior notes issued in November 2024, which were exempt from registration under the U.S. Securities Act of 1933:
Up to $1,000 million of 4.875% Senior Notes due 2030.
Up to $1,150 million of 5.250% Senior Notes due 2035.
Up to $500 million of 5.625% Senior Notes due 2054.
These Outstanding Notes, totaling $2.65 billion, will be exchanged for registered Exchange Notes with identical terms, except for the removal of transfer restrictions, registration rights, and additional interest provisions. The offer, detailed in a prospectus dated September 4, 2025, and filed with the SEC (Form F-4, File No. 333-288794), expires at 5:00 p.m. NYC time on October 2, 2025, unless extended. Tenders are withdrawable until the expiration date. Alibaba will not receive proceeds from this exchange, as it is solely to meet regulatory obligations.
This exchange offer follows Alibaba’s November 2024 issuance of $2.65 billion in USD-denominated senior unsecured notes and RMB17 billion in RMB-denominated notes, aimed at debt repayment and share repurchases. By converting restricted notes to freely tradable ones, Alibaba enhances liquidity and market efficiency, potentially reducing bid-ask spreads. The move aligns with its strategy to optimize its capital structure while maintaining financial flexibility for its e-commerce and cloud computing operations.
As of September 5, 2025, Alibaba’s stock (BABA) closed at $134.875, reflecting a 27.1% year-to-date increase from $106.12 in September 2024. The company’s market cap of $325.30 billion underscores its position as a global tech leader. Recent developments, such as its cloud computing partnership with NVIDIA and a focus on AI infrastructure, highlight Alibaba’s strategic pivot toward high-growth areas.
Alibaba Group is a global technology company focused on e-commerce and cloud computing. We enable merchants, brands, and retailers to market, sell, and engage with consumers by providing digital and logistics infrastructure, efficiency tools, and vast marketing reach. We empower enterprises with our leading cloud infrastructure, services, and work collaboration capabilities to facilitate their digital transformation and grow their businesses.
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