BEIJING, Feb. 16,
2023 /PRNewswire/ -- iQIYI, Inc. (Nasdaq: IQ)
("iQIYI" or the "Company"), a leading provider of online
entertainment video services in China, today announced that it is notifying
holders of its 2.00% Convertible Senior Notes due 2025 (CUSIP No.
46267XAD0) (the "Notes") that pursuant to the Indenture dated as of
March 29, 2019 (the "Indenture")
relating to the Notes by and between the Company and Citicorp
International Limited, as trustee, each holder has the right, at
the option of such holder, to require the Company to repurchase all
of such holder's Notes or any portion thereof that is an integral
multiple of US$1,000 principal amount
for cash on April 1, 2023 (the
"Repurchase Right"). The Repurchase Right begins at 9:00 a.m., New York
City time, on Friday, March 3,
2023 and expires at 5:00 p.m.,
New York City time, on
Thursday, March 30, 2023.
As required by rules of the United States Securities and
Exchange Commission (the "SEC"), the Company will file a Tender
Offer Statement on Schedule TO today. In addition, documents
specifying the terms, conditions, and procedures for exercising the
Repurchase Right will be available through the Depository Trust
Company and the paying agent, which is Citibank, N.A. None of the
Company, its board of directors, or its employees has made or is
making any representation or recommendation to any holder as to
whether to exercise or refrain from exercising the Repurchase
Right.
The Repurchase Right entitles each holder of the Notes to
require the Company to repurchase all of such holder's Notes, or
any portion thereof that is an integral multiple of US$1,000 principal amount. The repurchase price
for such Notes will be equal to 100% of the principal amount of the
Notes to be repurchased, plus any accrued and
unpaid interest to, but excluding, April 1,
2023, which is the date specified for repurchase in the
Indenture (the "2023 Repurchase Date"), subject to the terms and
conditions of the Indenture and the Notes. The 2023 Repurchase Date
is an interest payment date under the terms of the Indenture and
the Notes. Accordingly, on Monday, April 3,
2023, being the next succeeding business day following
April 1, 2023, the interest payment
date, the Company will pay accrued and unpaid interest on all of
the Notes through March 31, 2023, to
all holders who were holders of record on March 15, 2023, regardless of whether the
Repurchase Right is exercised with respect to such Notes. On the
2023 Repurchase Date, there will be no accrued and unpaid interest
on the Notes. As of February 16,
2023, there was US$1,200,000,000 in aggregate principal amount of
the Notes outstanding. If all outstanding Notes are surrendered for
repurchase through exercise of the Repurchase Right, the aggregate
cash purchase price will be US$1,200,000,000.
The opportunity for holders of the Notes to exercise the
Repurchase Right commences, 9:00
a.m., New York City time,
on Friday, March 3, 2023, and will
terminate at 5:00 p.m., New York City time, on Thursday, March 30, 2023. In order to exercise
the Repurchase Right, a holder must follow the transmittal
procedures set forth in the Company's Repurchase Right Notice to
holders (the "Repurchase Right Notice"), which is available through
the Depository Trust Company and Citibank, N.A. Holders may
withdraw any previously tendered Notes pursuant to the terms of the
Repurchase Right at any time prior to 5:00
p.m., New York City time,
on Thursday, March 30, 2023, which is
the second business day immediately preceding the 2023 Repurchase
Date, or as otherwise provided by applicable law.
This press release is for information only and is not an offer
to purchase, a solicitation of an offer to purchase, or a
solicitation of an offer to sell the Notes or any other securities
of the Company. The offer to purchase the Notes will be only
pursuant to, and the Notes may be tendered only in accordance with,
the Company's Repurchase Right Notice dated February 16, 2023 and related documents.
Holders of the Notes should refer to the Indenture for a
complete description of repurchase procedures and direct any
questions concerning the mechanics of repurchase to the Trustee by
contacting Terence Yeung, Agency
& Trust, Citicorp International Limited (Email:
terence.yeung@citi.com). Holders of Notes may request the Company's
Repurchase Right Notice from the paying agent, at Citibank, N.A.
480 Washington Boulevard, 30/F, Jersey
City, NJ, New York, 07310,
Attention: Kirsten Acuna, Citibank
Agency & Operations.
HOLDERS OF NOTES AND OTHER INTERESTED PARTIES ARE URGED TO READ
THE COMPANY'S SCHEDULE TO, REPURCHASE RIGHT NOTICE, AND OTHER
RELEVANT DOCUMENTS FILED WITH THE SEC WHEN THEY BECOME AVAILABLE
BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT IQIYI, INC.
AND THE REPURCHASE RIGHT.
Materials filed with the SEC will be available electronically
without charge at the SEC's website,
http://www.sec.gov. Documents filed with the
SEC may also be obtained without charge at the Company's website,
http://ir.iqiyi.com/.
About iQIYI, Inc.
iQIYI, Inc. is a leading provider of online entertainment video
services in China. It combines
creative talent with technology to foster an environment for
continuous innovation and the production of blockbuster content. It
produces, aggregates and distributes a wide variety of
professionally produced content, as well as a broad spectrum of
other video content in a variety of formats. The Company
distinguishes itself in the online entertainment industry by its
leading technology platform powered by advanced AI, big data
analytics and other core proprietary technologies. iQIYI attracts a
daily subscriber base of more than 100 million, and its diversified
monetization model includes membership services, online advertising
services, content distribution, online games, IP licensing, talent
agency, online literature, etc.
For further information, please contact:
Investor Relations
iQIYI, Inc.
ir@qiyi.com
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SOURCE iQIYI, Inc.