BEIJING, July 30, 2014 /PRNewswire/ -- Qihoo 360
Technology Co. Ltd. ("Qihoo 360" or the "Company") (NYSE: QIHU)
today announced that it plans to offer US$900 million aggregate principal amount of
convertible senior notes due 2020 (the "2020 notes") and
convertible senior notes due 2021 (the "2021 notes," together with
the 2020 notes, the "notes"), subject to market conditions and
other factors. Qihoo 360 plans to grant to the joint bookrunners of
the notes offering a 30-day option to purchase up to an additional
US$135 million aggregate principal
amount of the 2020 notes and 2021 notes to cover over-allotments,
if any. The notes will be convertible into Qihoo 360's American
Depositary Shares ("ADSs"), with every two ADSs representing three
Class A ordinary shares of Qihoo 360. The 2020 notes will mature on
August 15, 2020 and the 2021 notes
will mature on August 15, 2021. It is
also contemplated that holders will have the right to require Qihoo
360 to repurchase the 2020 notes on August
15, 2017, and the 2021 notes on August 15, 2019, respectively, or upon the
occurrence of certain fundamental changes. Qihoo 360 anticipates
using the net proceeds for general corporate purposes. The
conversion rate and other terms of the notes have not been
finalized and will be determined at the time of pricing of the
offering.
The notes are to be offered and sold in a private placement to
qualified institutional buyers pursuant to Rule 144A and to
non-U.S. persons outside the United
States pursuant to Regulation S under the United States
Securities Act of 1933, as amended.
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.
Don Markley or Glenn Garmont
Tel: (212) 481-2050
E-mail: qihu@tpg-ir.com
SOURCE Qihoo 360 Technology Co. Ltd.