BEIJING, Oct. 25, 2021 /PRNewswire/ -- iQIYI, Inc.
(Nasdaq: IQ) ("iQIYI" or the "Company"), an innovative
market-leading online entertainment service in China, today announced that it is notifying
holders of its 3.75% Convertible Senior Notes due 2023 (CUSIP No.
46267XAB4) (the "Notes") that pursuant to the Indenture dated as of
December 4, 2018 (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 December 1, 2021 (the
"Repurchase Right"). The Repurchase Right begins at 9:00 a.m., New York
City time, on Thursday, October 28,
2021 and expires at 5:00 p.m.,
New York City time, on
Monday, November 29, 2021.
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, December
1, 2021, which is the date specified for repurchase in the
Indenture (the "2021 Repurchase Date"), subject to the terms and
conditions of the Indenture and the Notes. The 2021 Repurchase Date
is an interest payment date under the terms of the Indenture and
the Notes. Accordingly, on December 1,
2021, being the interest payment date, the Company will pay
accrued and unpaid interest on all of the Notes through
November 30, 2021, to all holders who
were holders of record on November 15, 2021, regardless of
whether the Repurchase Right is exercised with respect to such
Notes. On the 2021 Repurchase Date, there will be no accrued and
unpaid interest on the Notes. As of October
25, 2021, there was US$750,000,000 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$750,000,000.
The opportunity for holders of the Notes to exercise the
Repurchase Right commences, 9:00
a.m., New York City time,
on Thursday, October 28, 2021, and
will terminate at 5:00 p.m.,
New York City time, on
Monday, November 29, 2021. 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 Monday, November 29,
2021, which is the second business day immediately preceding
the 2021 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 October 25, 2021 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 an innovative market-leading online entertainment
service in China. Its corporate
DNA combines creative talent with technology, fostering an
environment for continuous innovation and the production of
blockbuster content. iQIYI's platform features highly popular
original content, as well as a comprehensive library of other
professionally-produced content, professional user generated
content and user-generated content. 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 massive user
base with tremendous user engagement, and has developed a
diversified monetization model including membership services,
online advertising services, content distribution, online games,
live broadcasting, IP licensing, talent agency, online literature,
etc.
For further information, please contact:
Investor Relations
iQIYI, Inc.
+ 86 10 8264 6585
ir@qiyi.com
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SOURCE iQIYI, Inc.