Dated: July 20, 2016
QIHOO 360 TECHNOLOGY CO. LTD.
2.50% CONVERTIBLE SENIOR NOTES DUE 2018 (CUSIP No. 74734M AB5*)
NOTICE REGARDING REPURCHASE OF NOTES AT OPTION OF HOLDERS UPON A FUNDAMENTAL CHANGE
Reference is made to that certain Indenture, dated as of September 5, 2013 (the "Indenture") and Supplemental Indenture, dated as of July 15, 2016 (the "Supplemental Indenture"), by and between Qihoo 360 Technology Co. Ltd. (the "Company") and Citicorp International Limited, as trustee (the "Trustee"), pursuant to which the Company issued its 2.50% Convertible Senior Notes due 2018 (CUSIP No. 74734M AB5*) (the "Notes"). Capitalized terms used herein but not defined shall have the meanings ascribed to such terms in the Indenture.
Notice is hereby given to all Holders of the Notes and the Trustee, the Conversion Agent and the Paying Agent pursuant to Section 15.02 of the Indenture.
(i)-(ii) Under an Agreement and Plan of Merger dated December 18, 2015 entered into among the Company, Tianjin Qixin Zhicheng Technology Co., Ltd., a limited liability company incorporated under the laws of the People's Republic of China, Tianjin Qixin Tongda Technology Co., Ltd., a limited liability company incorporated under the laws of the People's Republic of China, True Thrive Limited, an exempted company incorporated with limited liability under the laws of the Cayman Islands ("Midco"), New Summit Limited, an exempted company incorporated with limited liability under the laws of the Cayman Islands ("Merger Sub"), and other parties thereto, on July 15, 2016, Merger Sub merged with and into the Company and ceased to exist with the Company continuing as the surviving company (the "Merger") and becoming a wholly owned subsidiary of Midco. The Merger became effective on July 15, 2016 (the "Effective Time") upon the filing of the Company of the plan of merger with the Cayman Islands Registrar of Companies.
As a result of the Merger, (i) each Class A or Class B ordinary share of the Company issued and outstanding immediately prior to the Effective Time was cancelled and ceased to exist in exchange for the right to receive US$51.33, and each issued and outstanding American depositary shares of the Company (each two representing three Class A ordinary shares of the Company) ("ADSs") was cancelled and ceased to exist in exchange for the right to receive US$77.00 (the "Per ADS Merger Consideration"), in each case, in cash, without interest and net of any applicable withholding taxes; and (ii) the Company's ADSs ceased to be listed on the New York Stock Exchange.
As a result of the Merger, a Fundamental Change under the Indenture shall be deemed to have occurred as of the Effective Time, and the Holders of the Notes have the right to require the Company to repurchase all or part of their Notes as set forth below.
The latest time on which a Holder may exercise the repurchase right pursuant to Article 15 of the Indenture (the "Fundamental Change Repurchase Right") is the close of business, New York City time, on August 19, 2016 (the "Fundamental Change Repurchase Expiration Time").
The repurchase price (the "Fundamental Change Repurchase Price") for the Notes shall be an amount in cash equal to 100% of the principal amount of the Notes to be so repurchased, plus accrued and unpaid interest, if any, to, but excluding, the Fundamental Change Repurchase Date (as defined below) (the "Fundamental Change Repurchase Notice").
Holders of the Notes may require the Company to repurchase for cash on August 24, 2016 (the "Fundamental Change Repurchase Date") all of such Holder's Notes, or any portion thereof that is a minimum of US$200,000 principal amount and integral multiples of US$1,000 thereof, subject to the terms and conditions of the Indenture.
The addresses for the Conversion Agent and Paying Agent are as follows: Conversion Agent:
480 Washington Boulevard, 30th Floor Jersey City, NJ 07310
United States of America
Attention: Agency and Trust Conversion Unit Paying Agent:
480 Washington Boulevard, 30th Floor Jersey City, NJ 07310
United States of America
Attention: Agency and Trust Conversion Unit
Questions concerning the mechanics of repurchase should be directed to Adolphus Jones (Adolphus.Jones@citi.com), Jessenia Saldana (Jessenia.Saldana@citi.com), Muhammed Suleman (Muhammed.Suleman@citi.com) or Michelle Chotoosingh (Michelle.Chotoosingh@citi.com)
Pursuant to Section 14.07 of the Indenture and the Supplemental Indenture, for all conversions that occur after the Effective Time of the Merger in accordance with and subject to Article 14 of the Indenture, the consideration due upon conversion of each US$1,000 principal amount of the Notes shall be solely cash in an amount equal to the product of (a) the Per ADS Merger Consideration and (b) the Conversion Rate, which is currently 9.0119 ADSs for each US$1,000 principal amount of the Notes, and there is no adjustment to the Conversion Rate with respect of the Merger.
The Notes with respect to which a Fundamental Change Repurchase Notice has been delivered by a Holder may be converted only if the Holder withdraws the Fundamental Change Repurchase Notice in accordance with the terms of the Indenture.
A Holder will be entitled to withdraw its election in the Fundamental Change Repurchase Notice if the Paying Agent receives, prior to the Fundamental Change Repurchase Expiration Time, a written notice specifying: (A) the principal amount of the Notes with respect to which such notice of withdrawal is being submitted, (B) if Physical Notes have been issued, the certificate number of the Notes in respect of which such notice of withdrawal is being submitted, and (C) the principal amount, if any, of the Notes that remain subject to the original Fundamental Change Repurchase Notice, which portion must be in a minimum of US$200,000 principal amount and integral multiples of US$1,000 thereof. If the Notes are Global Notes, the notice to withdraw must comply with appropriate procedures of the Depositary.
In accordance with Section 15.02 of the Indenture, to effect the repurchase of the Notes, the Holder thereof must:
deliver to the Paying Agent a duly completed Fundamental Change Repurchase Notice in the form attached as Exhibit A hereto, if the Notes are Physical Notes, or in compliance with the Depositar y's pro cedu res fo r surrendering interests in Global Notes, if the Notes are Global Notes, in each case on or before the Fundamental Change Repurchase Expiration Time; and
deliver the Notes, if the Notes are Physical Notes, to the Paying Agent at any time after delivery of the Fundamental Change Repurchase Notice (together with all necessary endorsements) at the office of the Paying Agent located in New York, or effect book-entry transfer of the Notes, if the Notes are Global Notes, in compliance with the procedures of the Depositary, in each case such delivery being a condition to receipt by the Holder of the Fundamental Change Repurchase Price therefor.
The Fundamental Change Repurchase Price for any Note in respect of which a Fundamental Change Repurchase Notice has been validly given and not withdrawn will be paid as promptly as practicable, but no later than the later of the Fundamental Change Repurchase Date and the time of book-entry transfer or the delivery of such Note to the Paying Agent by the Holder thereof in the manner required by Section 15 of the Indenture (together with all necessary endorsements).
On and after the Fundamental Change Repurchase Date, the Notes subject to repurchase will cease to be outstanding, interest on such Notes subject to repurchase pursuant to Article 15 of the Indenture will cease to accrue, and all rights of the Holders of such Notes shall terminate, other than the right to receive, in accordance with the Indenture, the Fundamental Change Repurchase Price payable as provided in Article 15 of the Indenture.
Holders of the Notes should refer to the Indenture for a complete description of
BY: QIHOO 360 TECHNOLOGY CO. LTD.
* The CUSIP number is included herein solely for the convenience of the registered owners of the Notes. No representation is made as to the correctness or accuracy of the CUSIP number either as appearing on the Notes or on this notice.
Qihoo 360 Technology Co. Ltd. published this content on 20 July 2016 and is solely responsible for the information contained herein.
Distributed by Public, unedited and unaltered, on 25 July 2016 10:10:26 UTC.