Qifu Technology, Inc. Announces Completion of Offering of US$690 Million Cash-par Settled Convertible Senior Notes
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SHANGHAI, China, March 27, 2025 (GLOBE NEWSWIRE) -- Qifu Technology, Inc. (NASDAQ: QFIN; HKEx: 3660) (“Qifu Technology” or the “Company”), a leading AI-empowered Credit-Tech platform in China, today announced the completion of its offering of convertible senior notes (the “Notes Offering”) in an aggregate principal amount of US$690 million due 2030 (the “Notes”), including the initial purchasers’ full exercise of option to purchase an additional US$90 million principal amount of the Notes. The Notes have been offered to persons reasonably believed to be qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”).
The Company plans to use the net proceeds from the Notes Offering for repurchasing the American depositary shares (“ADSs”) and/or class A ordinary shares of the Company concurrently with the pricing of the Notes Offering and from time to time after the pricing of the Notes Offering pursuant to a newly established share repurchase plan (the “March 2025 Share Repurchase Plan”) authorized by the board of directors of the Company. The March 2025 Share Repurchase Plan will run in addition to the Company’s existing share repurchase plan announced in November 2024.
The Company expects the offering to be immediately accretive to 2025 earnings per ADS upon closing, facilitated by (i) the execution of the repurchase of ADSs concurrently with the pricing of the Notes Offering with an aggregate value of approximately US$230 million from certain purchasers of the Notes in off-market privately negotiated transactions effected through one of the initial purchasers or its affiliates, as the Company’s agent, and (ii) the cash-par conversion settlement mechanism of the Notes.
The Notes will be general unsecured obligations of the Company and bear interest at a rate of 0.50% per year, payable semiannually in arrears on April 1 and October 1 of each year, beginning on October 1, 2025. The Notes will mature on April 1, 2030 unless repurchased, redeemed, or converted in accordance with their terms prior to such date.
The initial conversion rate of the Notes is 16.7475 ADSs, per US$1,000 principal amount of the Notes, which is equivalent to an initial conversion price of approximately US$59.71 per ADS.
The Notes, the ADSs deliverable upon conversion of the Notes, if any, and the class A ordinary shares represented thereby or deliverable upon conversion of the Notes in lieu thereof have not been registered under the Securities Act, or any securities laws of any other places. They may not be offered or sold within the United States or to U.S. persons, except to persons reasonably believed to be qualified institutional buyers in reliance on the exemption from registration provided by Rule 144A under the Securities Act.