百度美股招股说明书(2020-10-05版)

424B5 1 d25392d424b5.htm 424(B)(5) Table of ContentsFiled Pursuant to Rule 424(b)(5)Registration No. 333-249314 The information in this preliminary prospectus supplement is not complete and may be changed. This preliminary prospectus supplement is not an offer to sell the securities and is not soliciting offers to buy the securities in any jurisdiction where the offer or sale is not permitted. SUBJECT TO COMPLETION, DATED OCTOBER 5, 2020 Preliminary Prospectus Supplement (To Prospectus dated October 5, 2020) US$ Baidu, Inc. US$ % Notes due 20 US$ % Notes due 20 We are offering US$ of our % notes due 20 (the “20 Notes”) and US$ of our % notes due 20 (the “20 Notes,” together with the 20 Notes, the “Notes”). The 20 Notes will mature on , 20 and the 20 Notes will mature on , 20 . Interest on the Notes will accrue from , 20 and be payable on and of each year, beginning on , 20 . We may at our option redeem the 20 Notes at any time, prior to , 20 and the 20 Notes at any time prior to , 20 , each in whole or in part, at a price equal to the greater of 100% of the principal amount of such Notes and the make whole amount plus accrued and unpaid interest, if any, to (but not including) the redemption date. In addition, we may also redeem the 20 Notes from or after , 20 and the 20 Notes, from or after , 20 , each at a price equal to 100% of the principal amount of such Notes, plus accrued and unpaid interest, if any, to (but not including) the redemption date. We may also redeem the Notes at any time upon the occurrence of certain tax events. Upon the occurrence of a triggering event, we must make an offer to repurchase all Notes outstanding at a purchase price equal to 101% of their principal amount, plus accrued and unpaid interest, if any, to (but not including) the date of repurchase. For a more detailed description of the Notes, see “Description of the Notes” in this prospectus supplement. The Notes are our senior unsecured obligations and will rank senior in right of payment to all of our existing and future obligations expressly subordinated in right of payment to the Notes; rank at least equal in right of payment with all of our existing and future unsecured unsubordinated obligations (subject to any priority rights pursuant to applicable law); be effectively subordinated to all of our existing and future secured obligations, to the extent of the value of the assets serving as security therefor; and be structurally subordinated to all existing and future obligations and other liabilities of our subsidiaries and consolidated affiliated entities. See “Risk Factors” beginning on page S-16 for a discussion of certain risks that should be considered in connection with an investment in the Notes. Neither the Securities and Exchange Commission (the “SEC”) nor any state securities commission has approved or disapproved of the Notes or determined that this prospectus supplement or the accompanying prospectus is accurate or complete. Any representation to the contrary is a criminal offense. Public OfferingPrice(1) UnderwritingDiscounts Proceeds toBaidu(1) Per 20 Note % % % Total US$ US$ US$ Per 20 Note % % % Total US$ US$ US$ (1)Plus accrued interest, if any, from , 2020. Approval in-principle has been received for the listing and quotation of the Notes on the Singapore Exchange Securities Trading Limited (the “SGX-ST”). The SGX-ST assumes no responsibility for the correctness of any of the statements made, opinions expressed or reports contained herein. Approval in-principle for the listing and quotation of any Notes on the SGX-ST is not to be taken as an indication of the merits of us, or any of our subsidiaries or consolidated affiliated entities or of the Notes. Currently, there is no public trading market for the Notes. We expect to deliver the Notes to investors through the book-entry delivery system of The Depository Trust Company and its direct participants, including Euroclear Bank SA/NV (“Euroclear”) and Clearstream Banking S.A. (“Clearstream”), on or about , 2020, which is the third business day following the date of this prospectus supplement. Purchasers of the Notes should note that trading of the Notes may be affected by this settlement date. Joint Bookrunners Goldman Sachs (Asia) L.L.C. BofA Securities J.P. Morgan The date of this prospectus supplement is , 2020.Table of ContentsTABLE OF CONTENTS Prospectus Supplement ABOUT THIS PROSPECTUS SUPPLEMENT S-1 WHE