Tender Offer Statement by Issuer (sc To-i)
16 Febrero 2023 - 6:01AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE TO
(RULE 14d-100)
TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
iQIYI, Inc.
(Name of Subject Company (Issuer))
iQIYI, Inc.
(Name of
Filing Person (Issuer))
2.00% Convertible Senior Notes due 2025
(Title of Class of Securities)
46267XAD0
(CUSIP Number
of Class of Securities)
Jun Wang
Chief Financial Officer
4/F, iQIYI Youth Center, Yoolee Plaza,
No. 21, North Road of Workers Stadium, Chaoyang District
Beijing 100027, Peoples Republic of China
Telephone: +86 10-6267-7171
with copy to:
|
Haiping Li, Esq.
Skadden, Arps, Slate, Meagher & Flom LLP
46/F, Tower II, Jing An Kerry Centre
1539 Nanjing West Road
Shanghai 200040, China
+86 (21) 6193-8200 |
(Name, address and telephone number of person authorized to receive notices and communications on behalf of
the filing person)
☐ |
Check the box if the filing relates solely to preliminary communications made before the commencement of a
tender offer. |
Check |
the appropriate boxes below to designate any transactions to which the statement relates:
|
☐ |
third-party tender offer subject to Rule 14d-1.
|
☒ |
issuer tender offer subject to Rule 13e-4. |
☐ |
going-private transaction subject to Rule 13e-3.
|
☐ |
amendment to Schedule 13D under Rule 13d-2. |
Check the following box if the filing is a final amendment reporting the results of the tender offer: ☐
If applicable, check the appropriate box(es) below to designate the appropriate rule provision(s) relied upon:
☐ |
Rule 13e-4(i) (Cross-Border Issuer Tender Offer)
|
☐ |
Rule 14d-1(d) (Cross-Border Third-Party Tender Offer)
|
INTRODUCTORY STATEMENT
As required by, pursuant to the terms of and subject to the conditions set forth in the Indenture dated as of March 29, 2019 (the
Indenture), by and between iQIYI, Inc. (the Company) and Citicorp International Limited, as trustee (the Trustee), for the Companys 2.00% Convertible Senior Notes due 2025 (the Notes), this
Tender Offer Statement on Schedule TO (Schedule TO) is filed by the Company with respect to the right of each holder (the Holder) of the Notes to require the Company to repurchase the Notes, as set forth in the Companys
Notice to the Holders dated February 16, 2023 (the Repurchase Right Notice) and the related notice materials filed as exhibits to this Schedule TO (which Repurchase Right Notice and related notice materials, as amended or supplemented
from time to time, collectively constitute the Repurchase Right).
This Schedule TO is intended to satisfy the disclosure
requirements of Rule 13e-4(c)(2) under the Securities Exchange Act of 1934 (the Exchange Act).
ITEMS 1 through 9.
The Company is
the issuer of the Notes and is obligated to purchase all of the Notes if properly tendered by the Holders under the terms and subject to the conditions set forth in the Repurchase Right. The Notes are convertible into the Companys American
depositary shares (ADSs), each representing seven Class A ordinary shares, par value US$0.00001 per share of the Company, subject to the terms, conditions, and adjustments specified in the Indenture and the Notes. The Company
maintains its principal executive offices at 4/F, Youth Center Yoolee Plaza, No. 21, North Road of Workers Stadium, Chaoyang District, Beijing 100027, Peoples Republic of China, and the telephone number at this address is +86 10
6267-7171. The Companys registered office in the Cayman Islands is located at the offices of Maples Corporate Services Limited at PO Box 309, Ugland House, Grand Cayman, KY1-1104, Cayman Islands.
As permitted by General Instruction F to Schedule TO, all of the information set forth in the Repurchase Right is incorporated by reference
into this Schedule TO.
|
|
|
|
|
|
|
ITEM 10. |
|
|
|
FINANCIAL STATEMENTS. |
|
|
|
|
|
|
(a) |
|
|
|
Pursuant to Instruction 2 to Item 10 of Schedule TO, the Companys financial condition is not material to a Holders decision whether to put the Notes to the Company because (i) the consideration being paid to Holders
surrendering Notes consists solely of cash, (ii) the Repurchase Right is not subject to any financing conditions, (iii) the Company is a public reporting company under the Exchange Act that files reports electronically on EDGAR, and
(iv) the Repurchase Right applies to all outstanding Notes. The financial condition and results of operations of the Company, its subsidiaries and the consolidated affiliate entities are reported electronically on EDGAR on a consolidated
basis. |
|
|
|
|
|
|
(b) |
|
|
|
Not applicable. |
2
|
|
|
|
|
ITEM 11. |
|
ADDITIONAL INFORMATION. |
|
|
|
|
|
(a) |
|
Not applicable. |
|
|
|
|
|
(c) |
|
Not applicable. |
|
|
ITEM 12. |
|
EXHIBITS. |
|
|
|
|
|
(a) |
|
Exhibits. |
|
|
|
|
|
|
|
(a)(1)* |
|
Repurchase Right Notice to Holders of 2.00% Convertible Senior Notes due 2025 issued by the Company, dated as of February 16, 2023. |
|
|
|
|
|
(a)(5)(A)* |
|
Press Release issued by the Company, dated as of February 16, 2023. |
|
|
|
|
|
(b) |
|
Not applicable. |
|
|
|
|
|
(d) |
|
Indenture, dated as of March 29, 2019, between the Company and Citicorp International Limited, as trustee (incorporated by reference to Exhibit 4.61 to the Companys annual report on Form
20-F (File No. 001- 38431) filed with the Securities and Exchange Commission on March 12, 2020). |
|
|
|
|
|
(g) |
|
Not applicable. |
|
|
|
|
|
(h) |
|
Not applicable. |
ITEM 13. |
INFORMATION REQUIRED BY SCHEDULE 13E-3.
|
Not applicable.
3
SIGNATURE
After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and
correct.
|
|
|
iQIYI, Inc. |
|
|
By: |
|
/s/ Jun Wang |
Name: Jun Wang |
Title: Chief Financial Officer |
Dated: February 16, 2023
5
iQiyi (NASDAQ:IQ)
Gráfica de Acción Histórica
De Sep 2024 a Oct 2024
iQiyi (NASDAQ:IQ)
Gráfica de Acción Histórica
De Oct 2023 a Oct 2024