JOYY Inc. Announces Repurchase Right Notification for 0.750% Convertible Senior Notes due 2025

Rhea-AI Summary

JOYY Inc. (Nasdaq: YY) announced the opportunity for holders of its 0.750% Convertible Senior Notes due 2025 to exercise a Repurchase Right. This option allows holders to require the company to repurchase notes for cash on June 15, 2023. Holders can exercise this right starting May 12, 2023, and it will expire on June 13, 2023. The total outstanding principal amount of the 2025 Notes is US$432,232,000. If all notes are repurchased, JOYY will pay this amount plus any accrued and unpaid interest. This press release highlights the company's compliance with SEC requirements while providing necessary documentation and procedures for the repurchase.

Positive

• Opportunity for investors to liquidate their positions in the 2025 Notes.
• The repurchase may strengthen the company's balance sheet by reducing debt obligations.

Negative

• The entire amount of 2025 Notes outstanding is significant, highlighting the company's debt burden.
• Potential market perception of financial weakness if investors view the buyback as a necessity.

SINGAPORE, April 17, 2023 (GLOBE NEWSWIRE) -- JOYY Inc. (Nasdaq: YY) (“JOYY” or the “Company,” formerly known as YY Inc.), a global video-based social media company, today announced that it is notifying holders of its 0.750% Convertible Senior Notes due 2025 (CUSIP No. 984267 AD8) (the “2025 Notes”) that pursuant to the Indenture dated as of June 24, 2019 (the “Indenture”) relating to the 2025 Notes by and between the Company and Citicorp International Limited, as trustee, each holder has the right, at the option of such holder, to require the Company to repurchase for cash on June 15, 2023 all of such holder’s 2025 Notes or any portion thereof that is an integral multiple of US$1,000 principal amount (the “Repurchase Right”). The Repurchase Right becomes exercisable at 9:00 a.m., New York City time, on Friday, May 12, 2023 and expires at 5:00 p.m., New York City time, on Tuesday, June 13, 2023.

As required by rules of the United States Securities and Exchange Commission (the “SEC”), the Company will file a Tender Offer Statement on Schedule TO today. In addition, documents specifying the terms, conditions, and procedures for exercising the Repurchase Right will be available through the Depository Trust Company and the paying agent, which is Citibank, N.A. None of the Company, its board of directors, or its employees has made or is making any representation or recommendation to any holder as to whether to exercise or refrain from exercising the Repurchase Right.

The Repurchase Right entitles each holder of the 2025 Notes to require the Company to repurchase for cash on June 15, 2023 (the “Repurchase Date”), all of such holder's 2025 Notes, or any portion thereof that is an integral multiple of US$1,000 principal amount, at a repurchase price that is equal to 100% of the principal amount of the 2025 Notes to be repurchased, plus any accrued and unpaid interest to, but excluding, the Repurchase Date, subject to the terms and conditions of the Indenture and the 2025 Notes. The Repurchase Date is an interest payment date under the terms of the Indenture and the 2025 Notes. Accordingly, on June 15, 2023, being the interest payment date, the Company will pay accrued and unpaid interest on all of the 2025 Notes through June 14, 2023, to all holders who are holders of record on June 1, 2023, regardless of whether the Repurchase Right is exercised with respect to such 2025 Notes. On the Repurchase Date, there will be no accrued and unpaid interest on the 2025 Notes. As of April 17, 2023, there was US$432,232,000 in aggregate principal amount of the 2025 Notes outstanding. If all outstanding 2025 Notes are surrendered for repurchase through exercise of the Repurchase Right, the aggregate cash repurchase price will be US$432,232,000.

The opportunity for holders of the 2025 Notes to exercise the Repurchase Right commences at 9:00 a.m., New York City time, on Friday, May 12, 2023, and will expire at 5:00 p.m., New York City time, on Tuesday, June 13, 2023. In order to exercise the Repurchase Right, a holder must follow the transmittal procedures set forth in the Company’s Repurchase Right Notice to holders (the “Repurchase Right Notice”), which is available through the Depository Trust Company and Citibank, N.A. Holders may withdraw any previously tendered 2025 Notes pursuant to the terms of the Repurchase Right at any time prior to 5:00 p.m., New York City time, on Tuesday, June 13, 2023, which is the second business day immediately preceding the Repurchase Date, or as otherwise provided by applicable law.

This press release is for information only and is not an offer to purchase, a solicitation of an offer to purchase, or a solicitation of an offer to sell the 2025 Notes or any other securities of the Company. The offer to purchase the 2025 Notes will be only pursuant to, and the 2025 Notes may be tendered only in accordance with, the Company’s Repurchase Right Notice dated April 17, 2023 and related documents.

Holders of the 2025 Notes should refer to the Indenture for a complete description of repurchase procedures. Holders of the 2025 Notes may request the Company’s Repurchase Right Notice from the paying agent, at Citibank, N.A., 480 Washington Boulevard, 30th floor, Jersey City, NJ 07310, Attention: Agency and Trust.

HOLDERS OF THE 2025 NOTES AND OTHER INTERESTED PARTIES ARE URGED TO READ THE COMPANY’S SCHEDULE TO, REPURCHASE RIGHT NOTICE, AND OTHER RELEVANT DOCUMENTS FILED WITH THE SEC WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT JOYY INC. AND THE REPURCHASE RIGHT.

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.joyy.com/.

About JOYY Inc.

JOYY is a leading global social media company that enables users to interact with each other in real time through online live media. On a mission to connect people and enrich their lives through video, JOYY currently operates several social products, including Bigo Live for live streaming, Likee for short-form videos, Hago for multiplayer social interaction and entertainment, and instant messaging product and others. The Company has created a highly engaging and vibrant user community for users across the globe. JOYY’s ADSs have been listed on the NASDAQ since November 2012.

Investor Relations Contact

JOYY Inc.
Jane Xie/Maggie Yan
Email: joyy-ir@joyy.com

ICR, Inc.
Robin Yang
Email: joyy@icrinc.com

FAQ

What is the Repurchase Right for JOYY's 2025 Notes?

The Repurchase Right allows holders to require JOYY to repurchase their 2025 Notes at 100% of the principal plus accrued interest, exercisable from May 12 to June 13, 2023.

How much is the total amount of JOYY's 2025 Convertible Notes?

As of April 17, 2023, the total outstanding principal amount of JOYY's 2025 Notes is US$432,232,000.

When is the Repurchase Date for JOYY's Notes?

The Repurchase Date for JOYY's 2025 Notes is June 15, 2023.

What is the impact of JOYY's Repurchase Right on shareholders?

The Repurchase Right may provide liquidity options for noteholders and potentially improve JOYY's balance sheet by reducing outstanding debt.