ZTO Prices US$1.5 Billion Convertible Notes with 0.925% Coupon
ZTO priced US$1.5 billion convertible senior notes due 2031 bearing interest at 0.925% and a 35% conversion premium over its February 4 closing price. Net proceeds will fund up to US$1 billion in share repurchases, US$500 million concurrent repurchase and other general corporate purposes.
1. Preliminary Full-Year 2025 Financial Estimates
ZTO Express today released preliminary full-year 2025 results, forecasting total revenues between RMB48,500 million and RMB50,000 million, marking growth of 9.5% to 12.9% over RMB44,280.7 million in 2024. Parcel volumes are expected to climb 13.3% to 38.52 billion items from 34.01 billion in 2024. However, gross profit is projected to decline by 8.5% to 11.4%, ranging from RMB12,150 million to RMB12,550 million, down from RMB13,717.1 million in 2024. These estimates remain subject to completion of year-end close and audit procedures.
2. US$1.5 Billion Convertible Senior Notes Pricing
On February 4, ZTO priced US$1.5 billion of convertible senior notes due March 1, 2031, offered offshore to qualified institutional buyers. The notes carry an annual coupon of 0.925%, payable semiannually, and an initial conversion rate of 32.3130 Class A shares per US$1,000 principal (equating to a 35% premium over the February 4 closing share price). Interest payments begin September 1, 2026, with conversion allowed after the 40th day from issuance and redemption features commencing March 6, 2029 under specified conditions.
3. Capital Allocation and Share Repurchase Strategy
Net proceeds from the notes offering will fund up to US$1.0 billion of on-market repurchases of Class A ordinary shares and/or ADSs under ZTO’s existing buyback program, approximately US$500 million for a concurrent privately negotiated repurchase of 18,254,400 Class A shares at HK$179.10 per share, the capped call premium, and general corporate purposes. The concurrent repurchase is designed to facilitate initial hedge positions for note purchasers and offset potential dilution upon note conversion.