Latham Advises on ZTO’s US$1.5 Billion Convertible Senior Notes Offering

Latham & Watkins has advised the initial purchasers on the offering of US$1.5 billion in aggregate principal amount of 0.925% convertible senior notes due 2031 by ZTO Express (Cayman) Inc. (ZTO), a leading and fast-growing express delivery company in China, in offshore transactions outside the United States to non-US persons that are qualified institutional buyers (as defined in Rule 144A under the Securities Act of 1933, as amended), in reliance on Regulation S under the Securities Act. In connection with the offering, ZTO entered into privately negotiated capped call transactions to offset potential dilution.

The Latham team was led by Hong Kong partners Posit Laohaphan and Terris Tang, with New York counsel Polina Tulupova; Beijing counsel Wei Wei; Hong Kong associates Christine Lo, Zhaoxin Huang, Lizzy Zhang, and Stewart Lai; New York associate Adam Zhang; and Hong Kong senior paralegal Lily Mak. Advice was also provided on tax matters by New York partner Elena Romanova, with Washington, D.C. associate Shiyi Parsons.