Alibaba filed to register an exchange offer for US$2.65 billion of senior notes in July 2025

Written by Claude Sonnet 5.5, an AI model, from public records. Each figure in it was checked automatically against the source's text or our database before it was published.

On Jul 21, 2025, Alibaba Group Holding Limited (NYSE: BABA) filed a registration statement on Form F-4 with the SEC for an exchange offer covering US$2.65 billion of its senior notes, in series maturing in 2030, 2035 and 2054. The offer was for holders of the notes sold privately in 2024 to swap them for notes registered with the SEC; the prospectus said the new notes would have substantially identical terms, except that they would be freely tradable. Alibaba said it would not receive any proceeds from the exchange.1^,2^,3^,4^,5^,6^,7

The series were US$1 billion of 4.875% notes due 2030, US$1.15 billion of 5.250% notes due 2035 and US$500 million of 5.625% notes due 2054, maturing on May 26, 2030, May 26, 2035 and Nov 26, 2054, with interest paid twice a year. The prospectus allowed exchanges only in minimum denominations of US$200,000. The offer came out of a registration rights agreement made when the notes were sold: Alibaba had agreed to use commercially reasonable efforts to have the registration statement take effect by Nov 26, 2025, and the prospectus said the new notes were offered to satisfy its obligations under that agreement.4^,8^,9^,10^,11^,12

The prospectus put Alibaba's total consolidated indebtedness, made up of bank borrowings, unsecured senior notes and convertible unsecured senior notes, at RMB230.7 billion (US$31.8 billion) as of Mar 31, 2025. It said the notes were not guaranteed by Alibaba's subsidiaries or consolidated affiliated entities, which hold a substantial portion of its operating assets, and that these entities had RMB483.7 billion (US$66.7 billion) of indebtedness and other liabilities, as of the same date, to which the notes would have been structurally subordinated, meaning they would rank behind those liabilities. Alibaba said it expected the notes to be rated A1 by Moody's, A+ by S&P and A by Fitch, and that an application would be made to list them on the Singapore exchange.13^,14^,15^,16^,17^,18

The prospectus described a user-first, AI-driven strategy built around two core businesses, e-commerce and cloud, and said Alibaba supplied enterprises with cloud and AI infrastructure and services.19^,20

The prospectus was not final: it said the information in it was not complete and might be changed, and it set the offer's expiration at 5:00 p.m. New York City time on a date it left blank, in 2025. Our records hold the text of this F-4 and some of the exhibits filed with it on Jul 21, 2025, not all of them; this article tells the offer as the prospectus described it that day and does not say how the exchange ended.21^,22^,23^,1