Latham Advises on Baidu’s US$2 Billion Exchangeable Bond Offering

Latham & Watkins has advised the underwriters on the offering of US$2 billion in aggregate principal amount of zero coupon exchangeable bonds due 2032 by Baidu, a leading AI company in China, which bonds reference ordinary shares of Trip.com Group Limited that are listed on The Stock Exchange of Hong Kong Limited (“Trip.com Shares”).

Upon exchange of these bonds by their holders, in certain circumstances, Baidu may elect to deliver Trip.com Shares then held by Baidu in lieu of cash, or a combination of cash and such Trip.com Shares.

The transaction represents the first exchangeable debt deal priced in 2025, and is the largest exchangeable bond offering since 2021.

The Latham team was led by Hong Kong corporate partners Posit Laohaphan and Derek Chua, with New York counsel Polina Tulupova and Hong Kong counsel Eric Yiu, and associates Christine Lo, Stewart Lai, and Zhaoxin Huang.