BEIJING, March 1,
2023 /PRNewswire/ --
iQIYI, Inc. (Nasdaq: IQ) ("iQIYI" or the
"Company"), a leading provider of online entertainment video
services in China, today announced the commencement of an
offering by the Company of US$600
million aggregate principal amount of its convertible senior
notes due 2028 (the "Notes"), subject to market and other
conditions (the "Notes Offering").
The Notes will be senior, unsecured obligations of the Company.
The Notes will rank effectively junior to any of the Company's
secured indebtedness (including certain Company's obligations
related to the outstanding convertible notes due 2028) to the
extent of the value of the assets securing such indebtedness. The
Notes will mature on March 15, 2028,
unless repurchased, redeemed or converted in accordance with their
terms prior to such date. The Company may not redeem the Notes
prior to maturity, unless certain tax-related events occur or,
subject to certain conditions, on or after March 20, 2026. Holders of the Notes may require
the Company to repurchase all or part of their Notes in cash on
March 16, 2026 or in the event of
certain fundamental changes. Holders of the Notes may not convert
the Notes at any time on or prior to the 40th day following the
last date of the original issuance of the Notes (such date, the
"Compliance Period End Date"). After the Compliance Period End Date
and prior to the close of business on the business day immediately
preceding September 15, 2027, the
Notes will be convertible only if certain conditions are met. On or
after September 15, 2027 until the
close of business on the second scheduled trading day immediately
preceding the maturity date, the Notes will be convertible at the
option of the holders at any time. Upon conversion, holders will
receive cash, the American Depositary Shares, each representing
seven Class A ordinary shares, with
par value of $0.00001 per share, of the Company (the "ADSs")
or a combination of cash and ADSs, at the election of the Company.
The interest rate, initial conversion rate and certain other terms
of the Notes will be determined at the time of pricing of the
Notes.
The Notes are offered in offshore transactions outside
the United States to non-U.S.
persons in compliance with Regulation S under the United States
Securities Act of 1933, as amended (the "Securities Act"). The
Notes, the ADSs deliverable upon conversion of the Notes (if any)
and the Class A ordinary shares represented thereby have not
been and will not be registered under the Securities Act or any
other applicable securities laws, and may not be sold or otherwise
transferred except under an exemption from, or in a transaction not
subject to, the registration requirements of the Securities Act and
in compliance with any other applicable securities laws. No public
offering of the Notes, the ADSs deliverable upon conversion of the
Notes (if any) and the Class A ordinary shares represented thereby
is being made into the United
States.
The Company intends to use the net proceeds from the Notes
Offering for repayment and/or repurchase of the existing debt
securities. Any such repurchase (including the related market
activity by holders of the relevant debt securities) could affect
the market price of the Company's ADSs and the trading price of
such debt securities. Holders of
the Company's debt securities who dispose of their securities in a
negotiated repurchase with the Company (in particular, holders that
employ a convertible arbitrage strategy with respect to such debt
securities), if any, may purchase
the Company's ADSs in the market and/or in privately negotiated
transactions and/or enter into or unwind economically equivalent
derivative transactions with respect to the Company's ADSs to hedge
their exposure in connection with the relevant securities. In
addition, certain purchasers of the Notes may establish a short
position with respect to the Company's ADSs by short selling the
Company's ADSs or by entering into short derivative positions with
respect to the Company's ADSs, in each case, in connection with the
Notes Offering. Any of the above activities could affect the market
price of the Company's ADSs or the trading price of the Notes or
the outstanding debt securities of the Company.
This press release shall not constitute an offer to sell or a
solicitation of an offer to purchase any securities, nor shall
there be a sale of the securities in any state or jurisdiction in
which such an offer, solicitation or sale would be unlawful. This
press release contains information about the pending Notes
Offering, and there can be no assurance that such transaction will
be completed.
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.
Safe Harbor Statement
This announcement contains forward-looking statements. These
statements are made under the "safe harbor" provisions of
the U.S. Private Securities Litigation Reform Act of
1995. These forward-looking statements can be identified by
terminology such as "will," "expects," "anticipates," "future,"
"intends," "plans," "believes," "estimates," "confident" and
similar statements. Among other things, the quotations from
management in this announcement, as well as iQIYI's strategic and
operational plans, contain forward-looking statements. iQIYI may
also make written or oral forward-looking statements in its
periodic reports to the U.S. Securities and Exchange
Commission, in its annual report to shareholders, in press releases
and other written materials and in oral statements made by its
officers, directors or employees to third parties. Statements that
are not historical facts, including but not limited to statements
about iQIYI's beliefs and expectations, are forward-looking
statements. Forward-looking statements involve inherent risks and
uncertainties. A number of factors could cause actual results to
differ materially from those contained in any forward-looking
statement, including but not limited to the following: iQIYI's
strategies; iQIYI's future business development, financial
condition and results of operations; iQIYI's ability to retain and
increase the number of users, members and advertising customers,
and expand its service offerings; competition in the online
entertainment industry; changes in iQIYI's revenues, costs or
expenditures; Chinese governmental policies and regulations
relating to the online entertainment industry, general economic and
business conditions globally and in China and assumptions
underlying or related to any of the foregoing or whether any of the
transactions referred to herein will be completed and the terms on
which it will be completed. Further information regarding these and
other risks is included in the Company's filings with
the Securities and Exchange Commission. All information
provided in this press release and in the attachments is as of the
date of the press release, and iQIYI undertakes no duty to update
such information, except as required under applicable law.
For more information, please contact:
Investor Relations
iQIYI, Inc.
ir@qiyi.com
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SOURCE iQIYI, Inc.