Filed Pursuant to Rule 433
Registration Statement No. 333-252669
Issuer Free Writing Prospectus dated February 4, 2021
Relating to Preliminary Prospectus Supplement dated February 2, 2021
Alibaba Group Holding Limited
Pricing Term Sheet
February 4, 2021
Issuer: |
| Alibaba Group Holding Limited |
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Notes Offered: |
| US$1,500,000,000 2.125% Notes due 2031 (the “2031 Notes”) |
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Public Offering Prices: |
| 99.839% of face amount for the 2031 Notes |
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Maturity Dates: |
| 2031 Notes: February 9, 2031 |
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Coupon: |
| 2031 Notes: 2.125% per annum |
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Interest Payment Dates: |
| August 9 and February 9, commencing August 9, 2021, and at maturity. |
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Record Dates: |
| July 20 and January 20 of each year. |
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Re-offer Yield: |
| 2.143% for the 2031 Notes |
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Treasury Spread: |
| 1.143% for the 2031 Notes vs. UST 0.875% due November 2030 |
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Trade Date: |
| February 4, 2021 |
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Settlement Date: |
| February 9, 2021 (T+3) |
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Denominations: |
| US$200,000 and integral multiples of US$1,000 in excess thereof |
Optional Redemption: |
| The Issuer may redeem the 2031 Notes at any time prior to November 9, 2030, the 2041 Notes at any time prior to August 9, 2040, the 2051 Notes at any time prior to August 9, 2050, and the 2061 Notes at any time prior to August 9, 2060, in each case, in whole or in part, upon giving not less than 30 days’ nor more than 60 days’ notice, at a price equal to the greater of (i) 100% of the principal amount of the applicable Notes to be redeemed, and (ii) the make-whole amount (as defined below), plus, in each case, accrued and unpaid interest, if any, to (but not including) the redemption date. The Issuer may also redeem the 2031 Notes, at any time from or after November 9, 2030, the 2041 Notes, at any time from or after August 9, 2040, the 2051 Notes, at any time from or after August 9, 2050, and the 2061 Notes, at any time from or after August 9, 2060, in each case, in whole or in part, upon giving not less than 30 days’ nor more than 60 days’ notice, at 100% of the principal amount of the applicable Notes to be redeemed, plus accrued and unpaid interest, if any, to (but not including) the redemption date. |
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Make-Whole Amount: |
| The amount determined by the Paying Agent on the fifth Business Day before the redemption date equal to the sum of (i) the present value of the principal amount of the applicable Notes to be redeemed, assuming a scheduled repayment thereof on the stated maturity date, plus (ii) the present value of the remaining scheduled payments of interest on such Notes to and including the stated maturity date (exclusive of interest accrued to the redemption date), in each case discounted to the redemption date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months and, in the case of an incomplete month, the actual number of days elapsed) at the Treasury Yield plus 20 basis points in the case of the 2031 Notes, plus 20 basis points in the case of the 2041 Notes, plus 25 basis points in the case of the 2051 Notes and plus 30 basis points in the case of the 2061 Notes. |
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Format: |
| SEC registered |
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Listing: |
| Approval in-principle has been received for the listing and quotation of the Notes on the SGX-ST. No assurance is made that the application to the SGX-ST will be approved. The offering and settlement of the notes are not conditional on obtaining such listing. For so long as any of the Notes are listed and quoted on the SGX-ST and the rules of the SGX-ST so require, such Notes will be traded on the SGX-ST in a minimum board lot size of US$200,000. |
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Ratings*: |
| “A1 Stable” by Moody’s, “A+ Stable” by S&P and “A+ Stable” by Fitch |
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Governing Law: |
| The Notes and the indenture governing the Notes will be governed by New York Law. |
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CUSIP / ISIN: |
| 2031 Notes: 01609W AX0 / US01609WAX02 |
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Ranking: |
| Senior unsecured |
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Joint Bookrunners: |
| Citigroup Global Markets Inc. |
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Co-Managers: |
| Australia and New Zealand Banking Group Limited |
Use of Proceeds: |
| The estimated net proceeds of the sale of the Notes (excluding the Sustainability Notes) after deducting estimated underwriting discounts and commissions and estimated pro rata expenses payable in connection with the offering of such notes will be approximately US$3,976 million, which we intend to use for general corporate purposes, including working capital needs, repayment of offshore debt and potential acquisitions of or investments in complementary businesses. |
*A securities rating is not a recommendation to buy, sell or hold securities and may be revised or withdrawn at any time. Each rating should be evaluated independently of any other rating. See “Risk Factors — Risks Related to the Notes — Changes in our credit ratings may materially reduce the price of the Notes.” in the preliminary prospectus supplement.
The issuer has filed a registration statement (including a prospectus) with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement and other documents the issuer has filed with the SEC, including the accompanying prospectus supplement and documents incorporated by reference therein, for more complete information about the issuer and this offering. You may get these documents for free by visiting EDGAR on the SEC Web site at www.sec.gov. Alternatively, the issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus and any accompanying prospectus supplement if you request it by contacting Citigroup at Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, NY 11717, by calling 1-800-831-9146, or by emailing prospectus@citi.com; Credit Suisse at Level 88, International Commerce Centre, 1 Austin Road West, Kowloon, Hong Kong, ATTN: IBCM Legal, by calling +852 2101 6000, or by emailing list.apacibcmlegal@credit-suisse.com; Morgan Stanley at 180 Varick Street, New York, New York 10014, by calling 1-866-718-1649, or by emailing prospectus@morganstanley.com; J.P. Morgan Securities LLC, c/o Broadridge Financial Solutions, ATTN: Prospectus Department, 1155 Long Island Avenue, Edgewood, NY 11717, or by telephone: 1-866-803-9204; China International Capital Corporation Hong Kong Securities Limited at 29th Floor, One International Finance Centre, 1 Harbour View Street, Central, Hong Kong by emailing g_prospectus@cicc.com.cn.
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