BEIJING, Dec. 17, 2020 /PRNewswire/ -- iQIYI, Inc.
(Nasdaq: IQ) ("iQIYI" or the "Company"), an innovative
market-leading online entertainment service in China, today
announced the pricing of its public offering
of US$800 million in aggregate principal amount
of 4.00% convertible senior notes
due 2026 (the "Notes"), and the pricing of its public offering
of an aggregate of 40,000,000 American Depositary Shares (the
"ADSs") at a price to public of US$17.50 per
ADS. Each ADS represents seven Class A ordinary shares of the
Company. The Company has granted 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, and it has granted the underwriters in the ADS
offering a 30-day option to purchase up to 6,000,000 additional
ADSs.
The Notes will bear interest at a rate of 4.00% per
year, payable semiannually in arrears on June 15 and December
15 of each year, beginning on June 15, 2021. The Notes
will mature on December 15, 2026, unless repurchased, redeemed
or converted in accordance with the terms of the Notes prior
to such date.
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 any time. Upon conversion, holders will receive
cash, ADSs or a combination of cash and ADSs, at the election of
the Company. The Notes will initially be convertible at a
conversion rate of 44.8179
ADSs per US$1,000 principal amount of Notes, which is
equivalent to an initial conversion price of
approximately US$22.31 per ADS, representing a
conversion premium of approximately 27.5% over the price to public per
ADSs in the ADS offering described above. The initial
conversion rate is subject to adjustment upon the occurrence of
certain events, but will not be adjusted for any accrued and unpaid
interest. On August 1, 2024, the
holders of the Notes will have the right to require the Company to
repurchase for cash all or part of their Notes at a repurchase
price equal to 100% of the principal amount of the Notes to be
repurchased, plus accrued and unpaid interest to, but excluding,
the repurchase date.
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 Notes offering and the ADS offering are expected to close on
or about December 21,
2020, subject to the satisfaction of customary closing
conditions. The Notes offering is not contingent on the closing of
the ADS offering, and the ADS offering is not contingent on the
Notes offering.
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 previously
filed with the U.S. Securities and Exchange
Commission (the "SEC"), which is available on
the SEC's website at www.sec.gov. The preliminary
prospectus supplements related to the Notes offering and the ADS
offering and the prospectus that accompanies them have been filed
with the SEC and are available on
the SEC's website at www.sec.gov. When available,
the final prospectus supplements for the two offerings will be
filed with the SEC.
The offerings of these securities may be made only by means of
the applicable prospectus supplement and the accompanying
prospectus. Before you invest, you should read the applicable
prospectus supplement and the accompanying prospectus and other
documents that the Company has filed with the SEC for
more complete information about the Company and the offerings. You
may obtain these documents free of charge by visiting EDGAR on
the SEC website at www.sec.gov. Copies of the prospectus
supplements and the accompanying prospectus related to the Notes
offering and the ADS offering may also be obtained by
calling Goldman, Sachs & Co. LLC,
an affiliate of Goldman Sach (Asia) L.L.C., 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
View original
content:http://www.prnewswire.com/news-releases/iqiyi-announces-pricing-of-its-offering-of-us800-million-4-00-convertible-senior-notes-due-2026-and-its-offering-of-40-000-000-american-depositary-shares-301195072.html
SOURCE iQIYI, Inc.