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United States securities and exchange commission logo
June 5, 2024
Jun Wang
Chief Financial Officer
iQIYI, Inc.
4/F, iQIYI Youth Center, Yoolee Plaza
No. 21, North Road of Workers' Stadium, Chaoyang District
Beijing 100027, People's Republic of China
Re: iQIYI, Inc.
Schedule TO-I filed
May 28, 2024
File No. 5-90438
Dear Jun Wang:
We have reviewed your filing and have the following comments. In
some of our
comments, we may ask you to provide us with information so we may better
understand your
disclosure.
Please respond to these comments by providing the requested
information or advise us as
soon as possible when you will respond. If you do not believe our
comments apply to your facts
and circumstances, please tell us why in your response.
After reviewing your
response to these comments, we may have additional comments.
Schedule TO-I filed May 28, 2024; Notice of Repurchase of Notes
General
1. We note the disclosure
that the offer period begins July 2, 2024 and ends on July 30,
2024. However, the
offer to repurchase was filed on May 28, 2024 and included as Annex
A a Repurchase Notice
that certain note holders may use to tender. Please advise how this
is consistent with the
Company's obligations under Rule 13e-4(e). See also CDI 101.04
under "Tender Offer
Rules and Schedules" available on our website at
www.sec.gov. Your
response should describe the means by which these offer materials
were disseminated and
when that occurred.
The Company's Obligation to Purchase the Notes, page 6
2. Refer to the following
sentence: "If we extend the offer period, we will publicly disclose
the new expiration date
by filing an amendment to the Schedule TO and/or by issuing a
press release"
(emphasis added). As written, this implies that, if the offer period is
Jun Wang
FirstName
iQIYI, Inc. LastNameJun Wang
Comapany
June 5, 2024NameiQIYI, Inc.
June 5,
Page 2 2024 Page 2
FirstName LastName
extended, the Company may either file an amendment to the Schedule TO
or issue a press
release, but need not take both actions. Please revise, here as well
as relevant parts of the
Summary Term Sheet, to omit "or" from the sentence, or advise. See
Rules 13e-4(c)(1),
(3).
3. Refer to the following disclosure: "Regardless of whether we extend
this period, the
Indenture does not provide us with the right to delay the 2024
Repurchase Date." Explain
in your response letter how the requirement to pay on the 2024
Repurchase Date even if
you extend would be consistent with your obligation to provide
withdrawal rights
throughout the tender period. See Rule 13e-4(f)(2)(i).
Redemption, page 8
4. We note the disclosure that the Company may redeem the Notes, at its
option and with at
least 43 Scheduled Trading Days' notice, as defined in the Indenture.
Please advise how
redemptions during the tender offer period or for ten business days
thereafter would be
consistent with Rule 14e-5 or Rule 13e-4(f)(6)(i). If no redemptions
will occur during that
period, please revise to so state.
Agreement to Be Bound by the Terms of the Repurchase Right, page 10
5. Refer to parts of Section 3.2 requiring the tendering note holder to
acknowledge and
"agree to all of the terms of this Repurchase Right Notice," and
"release and discharge the
Company and its directors, officers, employees, and affiliates from
any and all claims [the
note holders] may now have, or may have in the future, arising out of,
or related to, the
Notes." Please revise to clarify, if true, that the waiver does not
include claims rising
under federal securities laws, or advise.
Right of Withdrawal, page 12
6. On page 12, the first sentence of the last paragraph refers to Rule
13e-4(f)(2)(ii), but July
30, 2024 does not seem to be the 40th business day from the
commencement of the offer.
Please revise.
7. Refer to the following last sentence on page 12: "Pursuant to the
Indenture, we are
required to forward the appropriate amount of cash required to pay the
2024 Repurchase
Price for your Notes to the Paying Agent, prior to 10:00 a.m., New
York City time, on
Friday, August 2, 2024, which is the next succeeding business day
following the 2024
Repurchase Date." Section 15.04(a) of the Indenture, however, states
the following: "The
Company will deposit with the Paying Agent, . . . on or prior to 10:00
a.m., New York
City time, on the Repurchase Date . . . , an amount of money
sufficient to repurchase all
of the Notes to be repurchased at the appropriate Repurchase Price . .
.." (emphasis
added). Please revise to clarify the discrepancies here, or advise. As
relevant here, we note
the following disclosure on page 4: "We will forward the appropriate
amount of cash
required to pay the 2024 Repurchase Price for your Notes to the Paying
Agent, prior to
10:00 a.m., New York City time, on August 1, 2024, being the 2024
Repurchase Date, . . .
Jun Wang
iQIYI, Inc.
June 5, 2024
Page 3
."
8. On page 13, you state the following: "We will determine all questions
as to the validity,
form and eligibility, including time of receipt, of notices of
withdrawal." Please revise this
statement to include a qualifier indicating that note holders are not
foreclosed from
challenging the Company s determination in a court of competent
jurisdiction.
Additional Information, page 18
9. Please omit the reference to a Public Reference Room at SEC
Headquarters where
documents may be inspected. The SEC no longer provides a physical
space for inspection
and copying of filings.
Conflicts, page 19
10. The disclosure here indicates that in the event of a conflict between
the offer materials and
the terms of the Indenture or Notes "or any applicable laws," the
terms of the Notes,
Indenture or applicable laws will control over the offer materials
themselves. We believe
this is inconsistent with your obligations under U.S. tender offer
rules and the
requirements of Schedule TO and Rules 13e-4 and Regulation 14E. Please
revise or
advise.
We remind you that the filing persons are responsible for the accuracy
and adequacy of
their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
Please direct any questions to Eddie Kim at 202-679-6943 or Christina
Chalk at 202-551-
3263.
FirstName LastNameJun Wang Sincerely,
Comapany NameiQIYI, Inc.
Division of
Corporation Finance
June 5, 2024 Page 3 Office of
Mergers & Acquisitions
FirstName LastName