SINA Corporation Prices Offering of US$700 Million Convertible Senior Notes
SHANGHAI, Nov. 15, 2013
SHANGHAI, Nov. 15, 2013 /PRNewswire-FirstCall/ --SINA Corporation (NASDAQ:
SINA) ("SINA" or the "Company"), a leading Internet media company serving
China and the global Chinese communities, today announced the pricing of
US$700 million in aggregate principal amount of convertible senior notes due
2018 (the "notes"). The notes were offered to qualified institutional buyers
in reliance on Rule 144A under the United States Securities Act of 1933, as
amended (the "Securities Act"). The Company has granted to one of the initial
purchasers a 30-day option to purchase up to an additional US$100 million
principal amount of notes solely to cover over-allotments, if any. The notes
will be convertible into the Company's ordinary shares ("ordinary shares"), at
the option of the holders, based on an initial conversion rate of 8.0841 of
ordinary shares per US$1,000 principal amount of notes (which is equivalent to
an initial conversion price of approximately US$123.70 per ordinary share and
represents an approximately 45% conversion premium over the closing trading
price of the Company's ordinary shares on November 14, 2013, which was
US$85.31 per share). The conversion rate is subject to adjustment upon the
occurrence of certain events. Holders of the notes may convert their notes in
integral multiples of US$1,000 principal amount at any time prior to the close
of business on the second business day immediately preceding the maturity
date. SINA will not have the right to redeem the notes prior to maturity
except for certain circumstances involving changes in the tax laws for the
relevant taxing jurisdiction. Holders of the notes will have the right to
require the Company to repurchase for cash all or part of their notes on
December 1, 2016 or upon the occurrence of certain fundamental changes at a
repurchase price equal to 100% of the principal amount of the notes to be
repurchased, plus accrued and unpaid interest to, but excluding, the
The notes will bear interest at a rate of 1.00% per year, payable semiannually
in arrears on June 1 and December 1 of each year, beginning on June 1, 2014.
The notes will mature on December 1, 2018, unless previously repurchased or
converted in accordance with their terms prior to such date.
The Company plans to use $100 million of the net proceeds from the offering to
concurrently repurchase its own outstanding ordinary shares. The remainder of
the net proceeds of the offering will be used for general corporate purposes,
including working capital needs and potential acquisition of complementary
The Company expects to close the notes offering on or about November 20, 2013,
subject to the satisfaction of customary closing conditions.
The notes, the ordinary shares deliverable upon conversion of the notes, have
not been registered under the Securities Act or any state securities laws.
They may not be offered or sold within the United States or to U.S. persons,
except to qualified institutional buyers in reliance on the exemption from
registration provided by Rule 144A under the Securities Act, or in reliance on
other exemptions from registration under the Securities Act.
This press release shall not constitute an offer to sell or a solicitation of
an offer to purchase any of these securities, and shall not constitute an
offer, solicitation or sale of the notes, the ordinary shares in any state or
jurisdiction in which such an offer, solicitation or sale would be unlawful.
This press release contains information about the pending offering of the
notes, and there can be no assurance that the offering will be completed.
Safe Harbor Statement
This announcement contains forward-looking statements within the meaning of
Section 27A of the Securities Act, and Section 21E of the Securities Exchange
Act of 1934, as amended. 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 "may,"
"will," "expect," "anticipate," "future," "intend," "plan," "believe,"
"estimate," "is/are likely to," "confident" or other similar statements. SINA
may also make 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. All information provided in
this press release is as of the date of the issuance, and SINA assumes no
obligation to update the forward-looking statements in this press release and
elsewhere except as required under applicable law. Statements that are not
historical facts, including statements about the Company's beliefs and
expectations, are forward-looking statements. Forward-looking statements
involve inherent risks and uncertainties. A number of important factors could
cause actual results to differ materially from those contained in any
forward-looking statement. Potential risks and uncertainties include, but are
not limited to: SINA's limited operating history in certain new businesses;
the global financial and credit market crisis and its impact on the Chinese
economy; the uncertain regulatory landscape in China; fluctuations in the
Company's quarterly operating results; the Company's reliance on online
advertising sales and MVAS for a majority of its revenues; failure to
successfully develop, introduce, drive adoption of or monetize new features
and products, including portal, Weibo and MVAS products; failure to enter and
develop the small and medium enterprise market by the Company or through
cooperation with third parties, such a Alibaba; the Company's reliance on
mobile operators in China to provide MVAS and changes in mobile operators'
policies for MVAS in China; failure to successfully integrate acquired
businesses; risks associated with the Company's investments, including equity
pick-up and impairment; and failure to compete successfully against new
entrants and established industry competitors. Further information regarding
these and other risks is included in SINA's annual report on Form 20-F for the
year ended December 31, 2012 and other filings with the Securities and
For further information, please contact:
Phone: 8610-82628888 x 3112
SOURCE SINA Corporation
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