BEIJING, Aug. 6, 2014 /PRNewswire/ -- Qihoo 360 Technology
Co. Ltd. ("Qihoo 360" or the "Company") (NYSE: QIHU), today
announced the closing of its private placement of US$450 million aggregate principal amount of
convertible senior notes due 2020 (the "2020 notes") and
US$450 million aggregate principal
amount of convertible senior notes due 2021 (the "2021 notes" and
together with the 2020 notes, the "notes"). The notes were sold to
qualified institutional buyers pursuant to Rule 144A under the
United States Securities Act of 1933, as amended (the "Securities
Act"), and non-U.S. persons in offshore transactions in compliance
with Regulation S under the Securities Act. The joint bookrunners
of the notes offering were granted a 30-day option to purchase up
to an additional US$67.5 million
principal amount of the 2020 notes and an additional US$67.5 million principal amount of the 2021
notes to cover over-allotments. Qihoo 360 anticipates using the
proceeds for general corporate purposes.
The notes are convertible into Qihoo 360's American Depositary
Shares ("ADSs"), every two ADSs representing as of the date above
three Class A ordinary shares of Qihoo 360, based on an initial
conversion rate of 7.9789 ADSs per US$1,000 principal amount of the 2020 notes
(equivalent to an initial conversion price of approximately
US$125.33 per ADS) and an initial
conversion rate of 8.2799 ADSs per US$1,000 principal amount of the 2021 notes
(equivalent to an initial conversion price of approximately
US$120.77 per ADS). The initial
conversion rates for the 2020 notes and 2021 notes represent
conversion premiums of approximately 37.5% and 32.5%, respectively,
over the NYSE last reported sale price of the ADSs on July 31, 2014, which was US$91.15 per ADS. The conversion rate is subject
to adjustment upon the occurrence of certain events. Holders of the
notes may convert their notes, at their option, in integral
multiples of US$1,000 principal
amount, at any time prior to the close of business on the third
business day immediately preceding the notes' respective maturity
dates. Holders of the 2020 notes will have the right to require
Qihoo 360 to repurchase the notes on August
15, 2017 or upon the occurrence of certain fundamental
changes, at a repurchase price equal to 100% of the principal
amount of the 2020 notes to be repurchased, plus accrued and unpaid
interest to, but excluding, the date of repurchase. Holders of the
2021 notes will have the right to require Qihoo 360 to repurchase
the notes on August 15, 2019 or upon
the occurrence of certain fundamental changes, at a repurchase
price equal to 100% of the principal amount of the 2021 notes to be
repurchased, plus accrued and unpaid interest to, but excluding,
the date of repurchase.
The 2020 notes will accrue interest at an annual rate of 0.50%.
The 2021 notes will accrue interest at an annual rate of 1.75%.
Interest on the notes will be payable semiannually in arrears on
February 15 and August 15 of each year, beginning February 15, 2015. The 2020 notes will mature on
August 15, 2020, and the 2021 notes
will mature on August 15, 2021, in
each case unless previously repurchased, redeemed or converted in
accordance with their terms prior to such date.
The notes, the ADSs deliverable upon conversion of the notes and
the Class A ordinary shares represented thereby, have not been and
will not be registered under the Securities Act or the securities
laws of any other place, and may not be offered or sold in
the United States absent
registration or an applicable exemption from registration
requirements. This press release does not constitute an offer to
sell or the solicitation of an offer to buy the securities, nor
will there be any sale of the securities in any state or
jurisdiction in which such an offer, solicitation or sale would be
unlawful.
For investor and media inquiries, please contact:
Qihoo 360 Technology Co. Ltd.
In China:
Tel: +86 10-5878-1574
E-mail: ir@360.cn
In the U.S.:
Don Markley or Glenn Garmont
Tel: (212) 481-2050
E-mail: qihu@tpg-ir.com
SOURCE Qihoo 360 Technology Co. Ltd.