UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE TO
(Amendment No. 1)
(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, People’s 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
This Amendment No. 1 to Schedule TO (this “Amendment No. 1”) amends and supplements the Tender Offer Statement on Schedule TO that was initially filed by iQIYI, Inc. (the “Company”) on February 16, 2023 (the “Schedule TO”) relating to the Company’s 2.00% Convertible Senior Notes due 2025 (the “Notes”). This Amendment No. 1 relates to the final results of the Company’s repurchase of the Notes that have been validly surrendered for repurchase and not withdrawn pursuant to the Company’s Notice to the holders of the Notes (the “Holders”) dated February 16, 2023 (the “Repurchase Right Notice”). The information contained in the Schedule TO, including the Repurchase Right Notice, as supplemented and amended by the information contained in Item 11 below, is incorporated herein by reference. Except as specifically provided herein, this Amendment No. 1 does not modify any of the information previously reported on the Schedule TO.
This Amendment No. 1 amends and supplements the Schedule TO as set forth below and constitutes the final amendment to the Schedule TO. This Amendment No. 1 is intended to satisfy the disclosure requirements of Rule 13e-4(c)(4) under the Securities Exchange Act of 1934, as amended.
| ITEM 11. | ADDITIONAL INFORMATION. |
Item 11 of the Schedule TO is hereby amended and supplemented to include the following information:
The repurchase right offer expired at 5:00 p.m., New York City time, on Thursday, March 30, 2023 (the “Expiration Date”). The Company has been advised by Citibank, N.A., as paying agent (the “Paying Agent”), that pursuant to the terms of the Repurchase Right Notice, US$1,197,625,000 aggregate principal amount of the Notes were validly surrendered and not withdrawn as of the Expiration Date. The Company has accepted all of the surrendered Notes for repurchase pursuant to the terms of the Repurchase Right Notice and has forwarded cash in payment of the Repurchase Price to the Paying Agent for distribution to the Holders that had exercised their Repurchase Right. The aggregate amount of the Repurchase Price is US$1,197,625,000. Following settlement of the repurchase, US$2,375,000 aggregate principal amount of the Notes will remain outstanding and continue to be subject to the existing terms of the Indenture and the Notes.
| 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. | |
| (a)(5)(B)† | Press Release issued by the Company, dated as of March 31, 2023. | |
| (b) | Not applicable. | |
2
| (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 Company’s 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. | |
| (b) | Filing Fee Exhibit. | |
| † | Filing Fee Table. | |
| * | Previously filed. |
| † | Filed herewith. |
3
EXHIBIT INDEX
| * | Previously filed. |
| † | Filed herewith. |
4
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: March 31, 2023
5
Exhibit (a)(5)(B)
iQIYI, Inc. Announces the Results of the Repurchase Right Offer for Its 2.00% Convertible Senior Notes due 2025
BEIJING, March 31, 2023 — iQIYI, Inc. (Nasdaq: IQ) (“iQIYI” or the “Company”), a leading provider of online entertainment video services in China, today announced the results of its previously announced repurchase right offer relating to its 2.00% Convertible Senior Notes due 2025 (CUSIP No. 46267XAD0) (the “Notes”). The repurchase right offer expired at 5:00 p.m., New York City time, on Thursday, March 30, 2023. Based on information from Citibank, N.A. as the paying agent for the Notes, US$1,197,625,000 aggregate principal amount of the Notes were validly surrendered and not withdrawn prior to the expiration of the repurchase right offer. The aggregate cash purchase price of these Notes is US$1,197,625,000. The Company will accept all of the surrendered Notes for repurchase and forward cash in payment of the same to the paying agent for distribution to the applicable holders.
Materials filed with the SEC will be available electronically without charge at the SEC’s website, http://www.sec.gov. Documents filed with the SEC may also be obtained without charge at the Company’s website, http://ir.iqiyi.com/.
About iQIYI, Inc.
iQIYI, Inc. is a leading provider of online entertainment video services in China. It combines creative talent with technology to foster an environment for continuous innovation and the production of blockbuster content. It produces, aggregates and distributes a wide variety of professionally produced content, as well as a broad spectrum of other video content in a variety of formats. 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 daily subscriber base of more than 100 million, and its diversified monetization model includes membership services, online advertising services, content distribution, online games, IP licensing, talent agency, online literature, etc.
For further information, please contact:
Investor Relations
iQIYI, Inc.
ir@qiyi.com
Exhibit (b)
Calculation of Filing Fee Tables
Schedule TO
(Form Type)
iQIYI, Inc.
(Name of Issuer)
Table 1 – Transaction Valuation
| Transaction Valuation |
Fee Rate |
Amount of Filing Fee | ||||
| Fees to Be Paid |
$1,200,000,000.00(1) | 0.01102%(2) | $132,240.00(2) | |||
| Fees Previously Paid |
— | $132,240.00(2) | ||||
| Total Transaction Valuation |
$1,200,000,000.00 | |||||
| Total Fees Due for Filing |
$132,240.00(2) | |||||
| Total Fees Previously Paid |
$132,240.00(2) | |||||
| Total Fee Offsets |
— | |||||
|
Net Fee Due |
— | |||||
| (1) | Calculated solely for purposes of determining the filing fee. The purchase price of the 2.00% Convertible Senior Notes due 2025 (the “Notes”), as described herein, is US$1,000 per US$1,000 principal amount outstanding. As of February 16, 2023, there was US$1,200,000,000 aggregate principal amount of Notes outstanding, resulting in an aggregate maximum purchase price of US$1,200,000,000 (excluding accrued but unpaid interest). |
| (2) | The filing fee of $132,240.00 was previously paid in connection with the filing of the Tender Offer Statement on Schedule TO on February 16, 2023 by iQIYI, Inc. (File No. 005-90438). The amount of the filing fee was calculated in accordance with Rule 0-11 of the Securities Exchange Act of 1934, as amended, and equals $110.20 for each US$1,000,000 of the value of the transaction. |