BEIJING, Dec. 15, 2020 /PRNewswire/ -- iQIYI, Inc.
(Nasdaq: IQ) ("iQIYI" or the "Company"), an innovative
market-leading online entertainment service in China, today
announced the commencement of a registered underwritten public
offering by the Company of its convertible senior notes due 2026
(the "Notes") and a registered underwritten public offering by the
Company of American Depositary Shares, each representing seven
Class A ordinary shares, par value $0.00001 per share, of
the Company (the "ADSs").
The Company proposes to offer US$800 million aggregate
principal amount of the Notes, subject to market conditions. The
Company also intends to grant the underwriters in the Notes
offering a 30-day option to purchase up to an
additional US$100 million aggregate principal amount of
the Notes. The Notes will be senior, unsecured obligations of the
Company. The Notes will mature on December
15, 2026, 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. Holders of the Notes may require the Company to
repurchase all or part of their Notes in cash on August 1,
2024 or in the event of certain fundamental changes. Prior to the
close of business on the business day immediately preceding
June 15, 2026, the Notes will be
convertible only if certain conditions are met. On or after
June 15, 2026 until the close of
business on the business 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, 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.
Concurrently with the offering of the Notes, the Company is
offering an aggregate of 40,000,000
ADSs, subject to market conditions. The Company intends to grant
the underwriters a 30-day option to purchase up to an aggregate of
6,000,000 additional
ADSs.
The Company intends to use the net proceeds from the Notes
offering and the ADS offering to expand and enhance its content
offerings, strengthen its technologies and for working capital and
other general corporate purposes.
The offering of the Notes is not contingent on the closing of
the concurrent offering of the ADSs, and the concurrent offering of
the ADSs is not contingent on the closing of the offering of the
Notes.
Goldman Sachs (Asia)
L.L.C., BofA Securities, Inc. and J.P. Morgan Securities LLC
are acting as joint book-running managers for the offerings.
The Notes offering and the ADS offering will be made pursuant to
an effective shelf registration statement on Form F-3 filed with
the U.S. Securities and Exchange Commission (the "SEC"),
which is available on the SEC's website at www.sec.gov. A
preliminary prospectus supplement and accompanying prospectus
related to the Notes offering have been filed with
the SEC and will be available on
the SEC's website at www.sec.gov. A preliminary
prospectus supplement and accompanying prospectus related to the
ADS offering have been filed with the SEC and will be
available on the SEC's website at www.sec.gov.
Copies of the preliminary prospectus supplements and the
accompanying prospectus related to the Notes offering and the ADS
offering may also be obtained calling Goldman, Sachs & Co.
toll-free at 1-866-471-2526, BofA Securities, Inc. toll-free at
1-800-294-1322, or J.P. Morgan Securities LLC toll-free at
1-866-803-9204.
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
offerings of the Notes and the ADSs, and there can be no assurance
that any of the offerings will be completed.
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
and e-commerce etc. For more information, please visit
http://ir.iqiyi.com.
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 description of the proposed offering in this
announcement contains 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. Further information regarding these and other
risks is included in the Company's filings with the U.S. 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.
+ 86 10 8264 6585
ir@qiyi.com
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SOURCE iQIYI, Inc.