Obligation Alibaba Group 4.5% ( US01609WAJ18 ) en USD

Alibaba Group

100 % ▲

Chine

US01609WAJ18 ( en USD )

4.5% par an ( paiement semestriel )

27/11/2034

Prospectus brochure de l'obligation Alibaba US01609WAJ18 en USD 4.5%, échéance 27/11/2034

200 000 USD

700 000 000 USD

01609WAJ1

A+ ( Qualité moyenne supérieure )

A1 ( Qualité moyenne supérieure )

28/05/2026 ( Dans 56 jours )

Alibaba Group est une entreprise chinoise de commerce électronique multinationale qui opère plusieurs plateformes de commerce électronique en gros et en détail, notamment Alibaba.com, Taobao, et Tmall.

L'Obligation émise par Alibaba Group ( Chine ) , en USD, avec le code ISIN US01609WAJ18, paye un coupon de 4.5% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 27/11/2034

L'Obligation émise par Alibaba Group ( Chine ) , en USD, avec le code ISIN US01609WAJ18, a été notée A1 ( Qualité moyenne supérieure ) par l'agence de notation Moody's.

L'Obligation émise par Alibaba Group ( Chine ) , en USD, avec le code ISIN US01609WAJ18, a été notée A+ ( Qualité moyenne supérieure ) par l'agence de notation Standard & Poor's ( S&P ).

Alibaba Group Holding Limited
Pricing Term Sheet
November 20, 2014

Issuer:
Alibaba Group Holding Limited

Notes Offered:
US$300,000,000 Floating Rate Senior Notes due 2017 (the "2017 Floating Rate Notes")
US$1,000,000,000 1.625% Senior Notes due 2017 (the "2017 Fixed Rate Notes")
US$2,250,000,000 2.500% Senior Notes due 2019 (the "2019 Fixed Rate Notes")
US$1,500,000,000 3.125% Senior Notes due 2021 (the "2021 Fixed Rate Notes")
US$2,250,000,000 3.600% Senior Notes due 2024 (the "2024 Fixed Rate Notes")
US$700,000,000 4.500% Senior Notes due 2034 (the "2034 Fixed Rate Notes")1

Issue Prices:
100.000% for the 2017 Floating Rate Notes
99.889% for the 2017 Fixed Rate Notes
99.618% for the 2019 Fixed Rate Notes
99.558% for the 2021 Fixed Rate Notes
99.817% for the 2024 Fixed Rate Notes
99.439% for the 2034 Fixed Rate Notes
in each case, plus accrued interest, if any, from November 28, 2014

Maturity
2017 Floating Rate Notes:
November 28, 2017
Dates:
2017 Fixed Rate Notes:
November 28, 2017
2019 Fixed Rate Notes:
November 28, 2019
2021 Fixed Rate Notes:
November 28, 2021
2024 Fixed Rate Notes:
November 28, 2024
2034 Fixed Rate Notes:
November 28, 2034

Coupon:
2017 Floating Rate Notes:
Three-month LIBOR plus 0.520% per annum
2017 Fixed Rate Notes:
1.625% per annum
2019 Fixed Rate Notes:
2.500% per annum
2021 Fixed Rate Notes:
3.125% per annum
2024 Fixed Rate Notes:
3.600% per annum
2034 Fixed Rate Notes:
4.500% per annum

Interest
2017 Floating Rate Notes:
February 28, May 28, August 28 and November 28 of
Payment Dates:
each year, commencing February 28, 2015, and at
maturity.

Fixed Rate Notes:
May 28 and November 28 of each year, commencing
May 28, 2015, and at maturity.

Record Dates:
2017 Floating Rate Notes:
February 13, May 13, August 13 and November 13 of
each year.

Fixed Rate Notes:
May 13 and November 13 of each year.

1
The 2017 Fixed Rate Notes, the 2019 Fixed Rate Notes, the 2021 Fixed Rate Notes, the 2024 Fixed Rate
Notes and the 2034 Fixed Rate Notes are hereinafter referred to as the "Fixed Rate Notes," and the 2017
Floating Rate Notes and the Fixed Rate Notes are hereinafter collectively referred to as the "Notes."

HONGKONG:152073.17

Re-offer Yield:
1.663% for the 2017 Fixed Rate Notes
2.582% for the 2019 Fixed Rate Notes
3.196% for the 2021 Fixed Rate Notes
3.622% for the 2024 Fixed Rate Notes
4.543% for the 2034 Fixed Rate Notes

Treasury
0.700% for the 2017 Fixed Rate Notes vs. UST 0.875% due November 2017
Spread:
0.950% for the 2019 Fixed Rate Notes vs. UST 1.500% due October 2019
1.150% for the 2021 Fixed Rate Notes vs. UST 2.000% due October 2021
1.280% for the 2024 Fixed Rate Notes vs. UST 2.250% due November 2024
1.480% for the 2034 Fixed Rate Notes vs. UST 3.125% due August 2044

Trade Date:
November 20, 2014

Settlement
November 28, 2014 (T+5)
Date:

Denominations: US$200,000 and integral multiples of US$1,000 above that amount.

Optional
2017 Floating Rate Notes:
No optional redemption prior to maturity.
Redemption:

The Issuer may redeem the 2017 Fixed Rate Notes at any time, the 2019 Fixed Rate
Notes at any time prior to October 28, 2019, the 2021 Fixed Rate Notes at any time
prior to September 28, 2021, the 2024 Fixed Rate Notes at any time prior to August 28,
2024 and the 2034 Fixed Rate Notes at any time prior to May 28, 2034, in each case, in
whole or in part, 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 2019 Fixed Rate Notes, at any time
from or after October 28, 2019, the 2021 Fixed Rate Notes, at any time from or after
September 28, 2021, the 2024 Fixed Rate Notes at any time from or after August 28,
2024 and the 2034 Fixed Rate Notes at any time from or after May 28, 2034, in each
case, in whole or in part, upon giving not less than 30 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.

Make-Whole
The amount determined by the Trustee on the fifth Business Day before the redemption
Amount:
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 10
basis points in the case of the 2017 Fixed Rate Notes, 15 basis points in the case of the
2019 Fixed Rate Notes, 20 basis points in the case of the 2021 Fixed Rate Notes, 20
basis points in the case of the 2024 Fixed Rate Notes and 25 basis points in the case of
the 2034 Fixed Rate Notes.

Distribution:
Rule 144A/Regulation S with SEC registration rights

-2-

HONGKONG:152073.17

Listing:
Application will be made to The Stock Exchange of Hong Kong Limited (the "SEHK")
for the listing of, and permission to deal in the Notes by way of debt issues to
professional investors only. No assurance is made that the application to the SEHK 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 on the SEHK and the rules of the
SEHK so require, such Notes will be traded on the SEHK in a minimum board lot size
of US$200,000.

Ratings:
"A1" by Moody's, "A+" by Standard & Poor's and "A+" by Fitch

Governing
The Notes and the indenture governing the Notes will be governed by New York law.
Law:

Identification
Rule 144A Global Certificates
Numbers for
Common Code: 114446696
the 2017
CUSIP: 01609W AF9
Floating Rate
ISIN: US01609WAF95
Notes:

Regulation S Global Certificates
Common Code: 114446700
CUSIP: G01719 AD8
ISIN: USG01719AD80

Identification
Rule 144A Global Certificates
Numbers for
Common Code: 114446602
the 2017 Fixed
CUSIP: 01609W AD4
Rate Notes:
ISIN: US01609WAD48

Regulation S Global Certificates
Common Code: 114446653
CUSIP: G01719 AC0
ISIN: USG01719AC08

Identification
Rule 144A Global Certificates
Numbers for
Common Code: 114117218
the 2019 Fixed
CUSIP: 01609W AB8
Rate Notes:
ISIN: US01609WAB81

Regulation S Global Certificates
Common Code: 114117498
CUSIP: G01719 AB2
ISIN: USG01719AB25

Identification
Rule 144A Global Certificates
Numbers for
Common Code: 114047040
the 2021 Fixed
CUSIP: 01609W AA0
Rate Notes:
ISIN: US01609WAA09

Regulation S Global Certificates
Common Code: 114047104
CUSIP: G01719 AA4
ISIN: USG01719AA42

-3-

HONGKONG:152073.17

Identification
Rule 144A Global Certificates
Numbers for
Common Code: 114337471
the 2024 Fixed
CUSIP: 01609W AH5
Rate Notes:
ISIN: US01609WAH51

Regulation S Global Certificates
Common Code: 114338826
CUSIP: G01719 AE6
ISIN: USG01719AE63

Identification
Rule 144A Global Certificates
Numbers for
Common Code: 114338184
the 2034 Fixed
CUSIP: 01609W AJ1
Rate Notes:
ISIN: US01609WAJ18

Regulation S Global Certificates
Common Code: 114339989
CUSIP: G01719 AF3
ISIN: USG01719AF39

Joint Book-
Morgan Stanley & Co. International plc, Citigroup Global Markets Inc., Deutsche Bank
Running
AG, Singapore Branch, J.P. Morgan Securities LLC, Credit Suisse Securities (USA)
Managers:
LLC and Goldman Sachs (Asia) L.L.C.

Co-Managers:
BNP Paribas, acting through its Hong Kong branch, DBS Bank Ltd., The Hongkong

and Shanghai Banking Corporation Limited, ING Bank N.V., Singapore Branch and
Mizuho Securities USA Inc.

Use of
The estimated net proceeds of the sale of the Notes after deducting fees, commissions
Proceeds:
and other estimated expenses payable in connection with this offering will be
approximately US$7,945 million. We intend to use the net proceeds of the offering,
together with cash on hand, to repay our existing term facility.

Offering
Preliminary Offering Memorandum, dated November 13, 2014
Documents:
Final Offering Memorandum, dated November 20, 2014
Final Pricing Term Sheet, dated November 20, 2014

-4-

HONGKONG:152073.17

RATIO OF EARNINGS TO FIXED CHARGES

The following table sets forth the Issuer's unaudited consolidated ratio of earnings to fixed charges for
each of the periods indicated. The ratio of earnings to fixed charges is calculated by dividing earnings by
fixed charges on a historical basis, in each case for the period indicated. For this purpose, fixed charges
consist of interest expense (including amortization of capitalized expenses related to indebtedness),
capitalized interest and an estimate of the interest within rental expense. Earnings consist of income
before income tax and share of results of equity investees, fixed charges less capitalized interest and
distributed income of equity investees, minus capitalized interest.

Year ended
Six months ended

M ar. 31,
M ar. 31,
M ar. 31,
M ar. 31,
M ar. 31,
Sep. 30,
Sep. 30, 2014
2010(1)
2011
2012
2013
2014
2014
(pro forma)(2)
Ratio of earnings to fixed charges..................

38.9
43.6
6.8
13.8
14.4
15.4
___________
(1) For purposes of computing this ratio for the year ended March 31, 2010, the Issuer's earnings were insufficient to cover fixed
charges by RM B289 million.
(2) Reflects (i) the issuance of the Notes and the net proceeds of approximately US$7,945 million the Issuer expects to receive
from the issuance of the Notes (after deducting fees, commissions and other estimated expenses in connection with this
offering) and (ii) the application of such net proceeds, together with cash on hand, to the repayment of the Issuer's existing
term facility.

-5-

HONGKONG:152073.17

CAPITALIZATION

The following table sets forth the Issuer's capitalization as of September 30, 2014 presented on:
· an actual basis; and
· as adjusted as of September 30, 2014 to give effect to (i) the issuance of the Notes and the net
proceeds of approximately US$7,945 million the Issuer expects to receive from the issuance of the
Notes (after deducting fees, commissions and other estimated expenses in connection with this
offering) and (ii) the application of such net proceeds, together with cash on hand, to the repayment of
the Issuer's existing term facility.

As of September 30, 2014

Actual
As adjusted

RM B
US$
RM B
US$

(in millions)
Cash and cash equivalents and short-term investments(1)
109,911
17,906
109,720
17,875

Short-term debt

Current bank borrowings (2)
3,767
614
3,767
614
Secured borrowings(2)
10,584
1,724
10,584
1,724
Total short-term debt
14,351
2,338
14,351
2,338
Long-term debt

Non-current bank borrowings
49,542
8,071
1,223
199
Notes issued in connection with this offering

49,045
7,990
Total long-term debt
49,542
8,071
50,268
8,189
Total mezzanine equity
336
55
336
55
Total Alibaba Group Holding Limited shareholders' equity(3)
124,656
20,309
123,755
20,162
Total capitalization(4)
174,534
28,435
174,359
28,406
___________
(1) Includes both cash and cash equivalents and short-term investments, which primarily comprise fixed deposits with original
maturities of between three months and one year.
(2) In connection with the sale of the Issuer's SME loan business as part of the restructuring of the Issuer's relationship with Ant
Financial Services, certain current bank borrowings and secured borrowings will be transferred to Ant Financial Services or
wound down upon the closing of the transactions contemplated under the 2014 SAPA. As of September 30, 2014, such
current bank borrowings and secured borrowings were RM B2,300 million (US$375 million) and RM B10,584 million
(US$1,724 million), respectively.
(3) Shareholders' equity as adjusted reflects the write-off of unamortized debt issue costs of RMB901 million (US$147 million)
as of September 30, 2014 relating to the repayment of the existing US$8.0 billion term facility.
(4) Equals the sum of long-term debt, total mezzanine equity and total Alibaba Group Holding Limited shareholders' equity.

*************************************************************************************
A securities rating is not a recommendation to buy, sell or hold securities and may be subject to revision
or withdrawal at any time.

The information contained herein does not constitute an offer to sell or the solicitation of an offer to buy
the securities in the United States or any other jurisdiction. The securities described herein have not been
registered under the U.S. Securities Act of 1933, as amended (the "Securities Act"), or with any securities
regulatory authority of any state or other jurisdiction in the United States and may not be offered or sold,
directly or indirectly, into the United States or for the account or benefit of a U.S. person (as defined in
Regulation S under the Securities Act) unless the securities are so registered or an exemption from the
registration requirements is available.

-6-

HONGKONG:152073.17

The information in this pricing term sheet supplements the preliminary offering memorandum, dated
November 13, 2014, relating to the Notes (the "Preliminary Offering Memorandum") and supersedes the
information in the Preliminary Offering Memorandum to the extent inconsistent with the information
therein. This pricing term sheet is qualified in its entirety by reference to the Preliminary Offering
Memorandum. Terms used herein but not defined herein shall have the respective meanings as set forth
in the Preliminary Offering Memorandum.

-7-

HONGKONG:152073.17