SUBJECT TO COMPLETION, DATED August 16, 2021
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.
Investing in the Notes involves risks. Furthermore, investors should be aware
that there are various other risks relating to the Notes, the issuer and its subsidiaries and consolidated affiliated entities, their business and their jurisdictions of operations which investors should familiarize themselves with before making an
investment in the Notes. See Risk Factors beginning on page S-17.
Baidu, Inc. is a Cayman Islands holding company with no equity ownership in its consolidated affiliated entities. We conduct our operations in
China through (i) our PRC subsidiaries and (ii) our consolidated affiliated entities with which we have maintained contractual arrangements. PRC laws and regulations restrict and impose conditions on foreign investment in internet content,
value-added telecommunication-based online marketing, audio and video services and mobile application distribution businesses. Accordingly, we operate these businesses in China through our consolidated affiliated entities. As used in this prospectus
supplement, we, us, our company, our, or Baidu refers to Baidu, Inc., its subsidiaries, and, in the context of describing our operations and consolidated financial information, our
consolidated affiliated entities in China, including but not limited to Beijing Baidu Netcom Science Technology Co., Ltd., or Baidu Netcom.
Our corporate structure is subject to risks associated with our contractual arrangements with our consolidated affiliated entities. If the PRC
government deems that our contractual arrangements with our consolidated affiliated entities do not comply with PRC regulatory restrictions on foreign investment in the relevant industries, or if these regulations or the interpretation of existing
regulations change or are interpreted differently in the future, we could be subject to severe penalties or be forced to relinquish our interests in those operations. Our holding company, our PRC subsidiaries and consolidated affiliated entities,
and investors of our company face uncertainty about potential future actions by the PRC government that could affect the enforceability of the contractual arrangements with our consolidated affiliated entities and, consequently, significantly affect
the financial performance of our consolidated affiliated entities and our company as a whole. Baidu, Inc. may not be able to repay the Notes and other indebtedness, and our Class A ordinary shares or our ADSs may decline in value or become
worthless, if we are unable to assert our contractual control rights over the assets of our PRC subsidiaries and consolidated affiliated entities that conduct all or substantially all of our operations. For a detailed description of the risks
associated with our corporate structure, please refer to risks disclosed under Item 3.D. Key InformationRisk FactorsRisks Related to Our Corporate Structure in our 2020 Form 20-F, which
is incorporated by reference in the accompanying prospectus, and Risk FactorsRisks Related to Our Corporate Structure and Risk FactorsRisks Related to the Notes in this prospectus supplement.
We face various risks and uncertainties related to doing business in China. Our business operations are primarily conducted in China, and we
are subject to complex and evolving PRC laws and regulations. For example, we face risks associated with regulatory approvals on offshore offerings, anti-monopoly regulatory actions, and oversight on cybersecurity and data privacy, as well as the
lack of PCAOB inspection on our auditors. For a detailed description of risks related to doing business in China, Item 3.D. Key InformationRisk FactorsRisks Related to Doing Business in China in our 2020 Form 20-F, which is incorporated by reference in the accompanying prospectus, and Risk FactorsRisks Related to Doing Business in China in this prospectus supplement.
The Notes or a portion of the Notes are being issued as Sustainability Bonds under our Sustainable Finance Framework. See the
section entitled Use of Proceeds.
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.
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Public Offering
Price(1)
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Underwriting
Discounts
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Proceeds to
Baidu(1)
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Per 20 Note
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%
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%
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%
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Total
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US$
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US$
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US$
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Per 20 Note
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%
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%
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%
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Total
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US$
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US$
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US$
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(1)
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Plus accrued interest, if any,
from , 2021.
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Application
will be made to The Stock Exchange of Hong Kong Limited (the SEHK) for the listing of the Notes by way of debt issues to professional investors (as defined in Chapter 37 of the Rules Governing the Listing of Securities on the SEHK) (the
Professional Investors) only. This document is for distribution to Professional Investors only. Investors should not purchase the Notes in the primary or secondary markets unless they are Professional Investors and
understand the risks involved. The Notes are only suitable for Professional Investors.
Notice to Hong Kong investors: We confirm
that the Notes are intended for purchase by Professional Investors only and will be listed on the SEHK on that basis. Accordingly, we confirm that the Notes are not appropriate as an investment for retail investors in Hong Kong. Investors should
carefully consider the risks involved.
The SEHK has not reviewed the contents of this document, other than to ensure that the prescribed
form disclaimer and responsibility statements, and a statement limiting distribution of this document to Professional Investors only have been reproduced in this document. Listing of the Notes on the SEHK is not to be taken as an indication of the
commercial merits or credit quality of the Notes or the Issuer or quality of disclosure in this document. Hong Kong Exchanges and Clearing Limited and the SEHK take no responsibility for the contents of this document, make no representation as
to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this document.
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 , 2021, 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
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Goldman Sachs (Asia) L.L.C.
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BofA Securities
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J.P. Morgan
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The date of this prospectus supplement is
, 2021.