BEIJING, May 5, 2023
/PRNewswire/ -- Hello Group Inc. (Nasdaq: MOMO) ("Hello Group"
or the "Company"), a leading mobile social and entertainment
platform in China, today announced
that it is notifying holders of its 1.25% Convertible Senior Notes
due 2025 (CUSIP No. 60879BAB3) (the "2025 Notes") that pursuant to
the Indenture dated as of July 2,
2018 (the "Indenture") relating to the 2025 Notes by and
between the Company and the Bank of New York Mellon, as trustee,
each holder has the right, at the option of such holder, to require
the Company to repurchase for cash on July
1, 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 Tuesday, May 30,
2023 and expires at 5:00 p.m.,
New York City time, on
Thursday, June 29, 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 the Bank of New York Mellon.
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 July 1, 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 July 1,
2023, being the interest payment date, the Company will pay
accrued and unpaid interest on all of the 2025 Notes through
June 30, 2023, to all holders who are
holders of record on June 15, 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
May 5, 2023, there was US$336,884,000 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$336,884,000.
The opportunity for holders of the 2025 Notes to exercise the
Repurchase Right commences at 9:00
a.m., New York City time,
on Tuesday, May 30, 2023, and will
expire at 5:00 p.m., New York City time, on Thursday, June 29, 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 the Bank of New York Mellon. 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 Thursday, June 29,
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
May 5, 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 the Bank of New York Mellon, 101 Barclay Street,
Floor 4E, New York, NY 10286,
Attention: Global Corporate Trust – Hello Group Inc.
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
HELLO GROUP 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, https://ir.hellogroup.com.
About Hello Group Inc.
Hello Group Inc. a leading player in China's online social and entertainment space.
Through Momo, Tantan and other properties within our product
portfolio, we enable users to discover new relationships, expand
their social connections and build meaningful interactions. Momo is
a mobile application that connects people and facilitates social
interactions based on location, interests and a variety of online
recreational activities. Tantan, which was added into our family of
applications through acquisition in May
2018, is a leading social and dating application. Tantan is
designed to help its users find and establish romantic connections
as well as meet interesting people. Hello Group Inc. also operates
a number of other applications to serve different social and
entertainment demands from our users.
For investor and media inquiries, please contact:
Hello Group Inc.
Investor Relations
Phone: +86-10-5731-0538
Email: ir@hellogroup.com
Christensen
In China
Mr. Eric Yuan
Phone: +86-10-5900-1548
E-mail: eric.yuan@christensencomms.com
In U.S.
Ms. Linda Bergkamp
Phone: +1-480-614-3004
Email: linda.bergkamp@christensencomms.com
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SOURCE Hello Group Inc.