This Day On The Street
Continue to site right-arrow
ADVERTISEMENT
This account is pending registration confirmation. Please click on the link within the confirmation email previously sent you to complete registration.
Need a new registration confirmation email? Click here
TheStreet Open House

Qihoo 360 Technology Co. Ltd. Prices Offering Of US$900 Million Of Convertible Senior Notes

Stocks in this article: QIHU

BEIJING, Aug. 1, 2014 /PRNewswire/ -- Qihoo 360 Technology Co. Ltd. ("Qihoo 360" or the "Company") (NYSE: QIHU), today announced the pricing of its private placement of US$450 million principal amount of convertible senior notes due 2020 (the "2020 notes") and US$450 million principal amount of convertible senior notes due 2021 (the "2021 notes" and together with the 2020 notes, the "notes"). The notes were offered to qualified institutional buyers pursuant to Rule 144A under the United States Securities Act of 1933, as amended (the "Securities Act"), and non-U.S. persons in offshore transactions in compliance with Regulation S under the Securities Act. The transaction is expected to close on or about August 6, 2014, subject to customary closing conditions. The joint bookrunners of the notes offering have a 30-day option to purchase up to an additional US$67.5 principal amount of the 2020 notes and an additional US$67.5 principal amount of the 2021 notes to cover over-allotments, if any. Qihoo 360 anticipates using the proceeds for general corporate purposes.

The notes will be convertible into Qihoo 360's American Depositary Shares ("ADSs"), every two ADSs representing as of the date above three Class A ordinary shares of Qihoo 360, based on an initial conversion rate of 7.9789 ADSs per US$1,000 principal amount of the 2020 notes (equivalent to an initial conversion price of approximately US$125.33 per ADS) and an initial conversion rate of 8.2799 ADSs per US$1,000 principal amount of the 2021 notes (equivalent to an initial conversion price of approximately US$120.77 per ADS). The initial conversion rates for the 2020 notes and 2021 notes represent conversion premiums of approximately 37.5% and 32.5%, respectively, over the NYSE last reported sale price of the ADSs on July 31, 2014, which was US$91.15 per ADS. The conversion rate is subject to adjustment upon the occurrence of certain events. Holders of the notes may convert their notes, at their option, in integral multiples of US$1,000 principal amount, at any time prior to the close of business on the third business day immediately preceding the notes' respective maturity dates. Holders of the 2020 notes will have the right to require Qihoo 360 to repurchase the notes on August 15, 2017 or upon the occurrence of certain fundamental changes, at a repurchase price equal to 100% of the principal amount of notes to be repurchased, plus accrued and unpaid interest to, but excluding, the date of repurchase. Holders of the 2021 notes will have the right to require Qihoo 360 to repurchase the notes on August 15, 2019 or upon the occurrence of certain fundamental changes, at a repurchase price equal to 100% of the principal amount of notes to be repurchased, plus accrued and unpaid interest to, but excluding, the date of repurchase.

The 2020 notes will accrue interest at an annual rate of 0.50%. The 2021 notes will accrue interest at an annual rate of 1.75%. Interest on the notes will be payable semiannually in arrears on February 15 and August 15 of each year, beginning February 15, 2015. The 2020 notes will mature on August 15, 2020, and the 2021 notes will mature on August 15, 2021, in each case unless previously repurchased, redeemed or converted in accordance with their terms prior to such date.

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.

1 of 2

Check Out Our Best Services for Investors

Action Alerts PLUS

Jim Cramer and Stephanie Link reveal their investment tactics while giving advanced notice before every trade.

Product Features:
  • $2.5+ million portfolio
  • Large-cap and dividend focus
  • Intraday trade alerts from Cramer
Quant Ratings

Access the tool that DOMINATES the Russell 2000 and the S&P 500.

Product Features:
  • Buy, hold, or sell recommendations for over 4,300 stocks
  • Unlimited research reports on your favorite stocks
  • A custom stock screener
Stocks Under $10

Jim Cramer's protégé, David Peltier, uncovers low dollar stocks with extraordinary upside potential that are flying under Wall Street's radar.

Product Features:
  • Model portfolio
  • Stocks trading below $10
  • Intraday trade alerts
Try it NOW
Try it NOW
Try it NOW

Check Out Our Best Services for Investors

Dividend Stock Advisor

Jim Cramer's protégé, David Peltier, identifies the best of breed dividend stocks that will pay a reliable AND significant income stream.

Product Features:
  • Diversified model portfolio of dividend stocks
  • Updates with exact steps to take - BUY, HOLD, SELL
Trifecta Stocks

Every recommendation goes through 3 layers of intense scrutiny—quantitative, fundamental and technical analysis—to maximize profit potential and minimize risk.

Product Features:
  • Model Portfolio
  • Intra Day Trade alerts
  • Access to Quant Ratings
Options Profits

Our options trading pros provide over 100 monthly option trading ideas and strategies to help you become a well-seasoned trader.

Product Features:
  • Actionable options commentary and news
  • Real-time trading community
Try it NOW
Try it NOW
Try it NOW
To begin commenting right away, you can log in below using your Disqus, Facebook, Twitter, OpenID or Yahoo login credentials. Alternatively, you can post a comment as a "guest" just by entering an email address. Your use of the commenting tool is subject to multiple terms of service/use and privacy policies - see here for more details.
Submit an article to us!

Markets

DOW 17,164.95 -251.90 -1.45%
S&P 500 1,994.99 -26.26 -1.30%
NASDAQ 4,635.24 -48.1670 -1.03%

Partners Compare Online Brokers

Free Reports

Free Newsletters from TheStreet

My Subscriptions:

After the Bell

Before the Bell

Booyah! Newsletter

Midday Bell

TheStreet Top 10 Stories

Winners & Losers

Register for Newsletters
Top Rated Stocks Top Rated Funds Top Rated ETFs