iQIYI Announces Proposed Offering of Convertible Senior Notes

Rhea-AI Summary

iQIYI (Nasdaq: IQ) has announced a proposed offering of US$300 million convertible senior notes due 2030. The notes will be senior, unsecured obligations maturing on March 15, 2030, unless repurchased, redeemed, or converted earlier.

Key features of the notes include: holders may require repurchase on March 15, 2028, or during fundamental changes; conversion rights activate after a 40-day compliance period; and upon conversion, holders will receive cash, ADSs, or a combination thereof. The notes are offered offshore to non-U.S. persons under Regulation S.

The company plans to use proceeds for repayment/repurchase of existing debt securities and general corporate purposes. The offering may impact ADS market price due to expected convertible arbitrage strategies by holders, including potential short-selling activities.

Positive

• Access to $300 million in new capital through convertible notes offering
• Extended debt maturity profile to 2030
• Flexibility in settlement options (cash, ADSs, or combination)

Negative

• Potential dilution for existing shareholders upon conversion
• Additional debt burden on company's balance sheet
• Possible downward pressure on stock price due to short-selling activities

Insights

Financial Analyst

This $300 million convertible notes offering reveals several strategic implications for iQIYI's financial position. The 2030 maturity provides extended runway, while the 2028 investor put option offers flexibility that could help attract investors despite the company's position in the competitive Chinese streaming market.

The convertible structure is particularly noteworthy as it potentially reduces immediate interest burden compared to straight debt, though at the cost of future dilution risk. The 40-day initial non-conversion period suggests careful timing to manage market impact and comply with regulatory requirements.

The intended use of proceeds for debt repayment indicates a liability management strategy rather than growth investment. This refinancing approach could help optimize the company's debt maturity profile and potentially reduce interest costs, though the success will depend on final pricing terms.

A critical consideration is the market impact disclosure, particularly regarding convertible arbitrage activities. The company's transparent acknowledgment of potential trading effects from hedge fund positioning shows sophisticated understanding of market dynamics but also signals potential near-term pressure on the ADS price.

The unsecured nature of these notes, ranking junior to secured debt, reflects the company's existing leverage and could impact pricing. The complex conversion and repurchase terms suggest a delicate balance between attracting investors while maintaining financial flexibility.

BEIJING, Feb. 20, 2025 (GLOBE NEWSWIRE) -- iQIYI, Inc. (Nasdaq: IQ) (“iQIYI” or the “Company”), a leading provider of online entertainment video services in China, today announced the commencement of an offering by the Company of US$300 million aggregate principal amount of its convertible senior notes due 2030 (the “Notes”), subject to market and other conditions (the “Notes Offering”).

The Notes will be senior, unsecured obligations of the Company. The Notes will rank effectively junior to any of the Company’s secured indebtedness (including a portion of the Company’s obligations related to the outstanding convertible notes due January 2028) to the extent of the value of the assets securing such indebtedness. The Notes will mature on March 15, 2030, unless repurchased, redeemed or converted in accordance with their terms prior to such date. The Company may not redeem the Notes prior to maturity, unless certain tax related events occur or, subject to certain conditions, on or after March 20, 2028. Holders of the Notes may require the Company to repurchase all or part of their Notes in cash on March 15, 2028 or in the event of certain fundamental changes. Holders of the Notes may not convert the Notes at any time on or prior to the 40th day following the last date of the original issuance of the Notes (such date, the “Compliance Period End Date”). After the Compliance Period End Date and prior to the close of business on the business day immediately preceding September 15, 2029, the Notes will be convertible only if certain conditions are met. On or after September 15, 2029 until the close of business on the second scheduled trading day immediately preceding the maturity date, the Notes will be convertible at the option of the holders at any time. Upon conversion, holders will receive cash, the American Depositary Shares, each representing seven Class A ordinary shares, with par value of $0.00001 per share, of the Company (the “ADSs”) or a combination of cash and ADSs, at the election of the Company. The interest rate, initial conversion rate and certain other terms of the Notes will be determined at the time of pricing of the Notes.

The Notes are offered in offshore transactions outside the United States to non-U.S. persons in compliance with Regulation S under the United States Securities Act of 1933, as amended (the “Securities Act”). The Notes, the ADSs deliverable upon conversion of the Notes (if any) and the Class A ordinary shares represented thereby have not been and will not be registered under the Securities Act or any other applicable securities laws, and may not be sold or otherwise transferred except under an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and in compliance with any other applicable securities laws. No public offering of the Notes, the ADSs deliverable upon conversion of the Notes (if any) and the Class A ordinary shares represented thereby is being made into the United States.

The Company intends to use the net proceeds from the Notes Offering for the repayment and/or repurchase of existing debt securities and general corporate purposes.

Any such repurchase (including the related market activity by holders of the relevant debt securities) could affect the market price of the ADSs and the trading price of such debt securities. The Company expects that holders of its debt securities that employ a convertible arbitrage strategy who dispose of their securities in any negotiated repurchase with the Company may purchase the ADSs in the market and/or in privately negotiated transactions and/or enter into or unwind economically equivalent derivative transactions with respect to the ADSs to hedge their exposure in connection with the relevant securities. This activity could increase (or reduce the size of any decrease in) the market price of the ADSs, the Notes and the Company’s existing debt securities. In addition, investors in the Notes who employ a convertible arbitrage strategy may hedge their investments by short selling the ADSs or by entering into short derivative positions with respect to the ADSs, in each case, in connection with the Notes Offering. This activity could decrease (or reduce the size of any increase in) the market price of the ADSs, the Notes and the Company’s existing debt securities. Any of the above activities could take place shortly after the Notes Offering and could affect the market price of the ADSs or the trading price of the Notes or the Company’s outstanding debt securities. The Company cannot predict the magnitude of the market activities described above or the overall effect they will have on the trading price of the Notes, the existing debt securities or the ADSs at the time such activities occur.

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 Notes Offering, and there can be no assurance that such transaction will be completed.

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. iQIYI distinguishes itself in the online entertainment industry by its leading technology platform powered by advanced AI, big data analytics and other core proprietary technologies. Over time, iQIYI has built a massive user base and developed a diversified monetization model including membership services, online advertising services, content distribution, online games, IP licensing, talent agency, online literature, etc.

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 quotations from management in this announcement, as well as iQIYI’s strategic and operational plans, contain 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 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.
ir@qiyi.com

SOURCE iQIYI, Inc.

FAQ

What is the size of iQIYI's (IQ) 2030 convertible notes offering?

iQIYI (IQ) is offering US$300 million in aggregate principal amount of convertible senior notes due 2030.

When can holders convert iQIYI's (IQ) 2030 convertible notes?

Holders cannot convert within the first 40 days of issuance. After that, conversion is subject to certain conditions until September 15, 2029, after which notes are freely convertible until maturity.

What is the maturity date for iQIYI's (IQ) new convertible notes?

The convertible notes will mature on March 15, 2030, unless repurchased, redeemed, or converted earlier.

How will iQIYI (IQ) use the proceeds from the 2030 convertible notes?

iQIYI plans to use the net proceeds for repayment and/or repurchase of existing debt securities and general corporate purposes.

When can holders request early repurchase of iQIYI's (IQ) 2030 convertible notes?

Holders can require iQIYI to repurchase their notes on March 15, 2028, or in the event of certain fundamental changes.