BEIJING, Aug. 28, 2013 /PRNewswire/ -- Qihoo 360
Technology Co. Ltd. ("Qihoo 360" or the "Company") (NYSE: QIHU),
today announced the pricing of its private placement of
US$550 million principal amount of
convertible senior notes due 2018. The notes were offered to
qualified institutional buyers pursuant to Rule 144A under the
United States Securities Act of 1933, as amended (the "Securities
Act"), and non-U.S. persons in offshore transactions in compliance
with Regulation S under the Securities Act. The transaction is
expected to close on or about September 5,
2013, subject to customary closing conditions. The initial
purchasers of the notes have a 30-day option to purchase up to an
additional US$50 million principal
amount of the notes to cover over-allotments, if any. Qihoo 360
anticipates using the proceeds for general corporate purposes.
The notes will be convertible into Qihoo 360's American
Depositary Shares ("ADSs"), every two ADSs representing as of the
date above three Class A ordinary shares of Qihoo 360, based on an
initial conversion rate of 9.0119 ADSs per US$1,000 principal amount of the notes
(equivalent to an initial conversion price of approximately
US$110.96 per ADS). The initial
conversion rate for the notes represents an approximately 40%
conversion premium over the NYSE last reported sale price of the
ADSs on August 27, 2013, which was
US$79.26 per ADS. The conversion rate
is subject to adjustment upon the occurrence of certain events.
Holders of notes may convert their notes, at their option, in
integral multiples of US$1,000
principal amount, at any time prior to the close of business on the
third business day immediately preceding the maturity date. The
notes may be redeemed by Qihoo 360 under certain circumstances on
or after September 20, 2016. Holders
of the notes will have the right to require Qihoo 360 to repurchase
the notes on September 15, 2016 or
upon the occurrence of certain fundamental changes, at a repurchase
price equal to 100% of the principal amount of notes to be
repurchased, plus accrued and unpaid interest to, but excluding,
the date of repurchase.
The notes will accrue interest at an annual rate of 2.50%.
Interest on the notes will be payable semiannually in arrears on
March 15 and September 15 of each year, beginning March 15, 2014. The notes will mature on
September 15, 2018, unless previously
repurchased, redeemed or converted in accordance with their terms
prior to such date.
The notes, the ADSs deliverable upon conversion of the notes and
the Class A ordinary shares represented thereby, have not been and
will not be registered under the Securities Act or the securities
laws of any other place, and may not be offered or sold in
the United States absent
registration or an applicable exemption from registration
requirements.
This press release does not constitute an offer to sell or the
solicitation of an offer to buy the securities, nor will there be
any 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
offering of the notes, and there can be no assurance that the
offering will be completed.
For investor and media inquiries, please contact:
Qihoo 360 Technology Co. Ltd.
In China:
Tel: +86 10-5878-1574
E-mail: ir@360.cn
In the U.S.:
The Piacente Group, Inc.
Lee Roth
Tel: (212) 481-2050
E-mail: qihu@tpg-ir.com
SOURCE Qihoo 360 Technology Co. Ltd.