BEIJING, Dec. 17, 2013 /PRNewswire/ -- SouFun
Holdings Limited (NYSE: SFUN) today announced the completion of its
previously announced offering of US$350
million aggregate principal amount of convertible senior
notes due 2018 (the "notes") on December 10,
2013. 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 certain non-U.S.
persons in compliance with Regulation S under the Securities Act.
The notes will be convertible into SouFun's American depositary
shares ("ADSs"), each representing as of the date of this press
release one Class A ordinary share of the Company, HK$1.00 par value, at the option of the holders,
based on an initial conversion rate of 9.6839 of the Company's ADSs
per $1,000 principal amount of notes
(which is equivalent to an initial conversion price of
approximately US$103.26 per ADS and
represents an approximately 40% conversion premium over the closing
trading price of the Company's ADSs on December 4, 2013, which was US$73.76 per ADS). The conversion rate is subject
to adjustment upon the occurrence of certain events.
The notes will bear interest at a rate of 2.00% per year,
payable semiannually in arrears on June
15 and December 15 of each
year, beginning on June 15, 2014. The
notes will mature on December 15,
2018, unless previously redeemed, repurchased or converted
in accordance with their terms prior to such date.
The Company plans to use the net proceeds from this offering for
general corporate purposes, including new products and services,
working capital, capital expenditures, business expansion and
potential acquisitions.
The notes, the ADSs deliverable upon conversion of the notes and
the Class A ordinary shares represented thereby, 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, and to
certain persons in offshore transactions in reliance on Regulation
S 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 ADSs or the Class A ordinary shares represented thereby in any
state or jurisdiction in which such an offer, solicitation or sale
would be unlawful.
Safe Harbor Statement
This news release 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, and as defined in
the U.S. Private Securities Litigation Reform Act of 1995. These
forward-looking statements can be identified by terminology such as
"will," "expects," "anticipates," "future," "intends," "plans,"
"believes," "estimates" and similar statements. All statements
other than statements of historical fact in this press release are
forward-looking statements and involve certain risks and
uncertainties that could cause actual results to differ materially
from those in the forward-looking statements. These forward-looking
statements are based on management's current expectations,
assumptions, estimates and projections about the Company and the
industry in which the Company operates, but involve a number of
unknown risks and uncertainties. Further information regarding
these and other risks is included in the Company's filings with the
U.S. Securities and Exchange Commission. The Company undertakes no
obligation to update forward-looking statements to reflect
subsequent occurring events or circumstances, or changes in its
expectations, except as may be required by law. Although the
Company believes that the expectations expressed in these
forward-looking statements are reasonable, it cannot assure you
that such expectations will turn out to be correct, and actual
results may differ materially from the anticipated results. You are
urged to consider these factors carefully in evaluating the
forward-looking statements contained herein and are cautioned not
to place undue reliance on such forward-looking statements, which
are qualified in their entirety by these cautionary statements.
For investor and media inquiries, please contact:
Hong Zhao
Vice President - Finance, +86 (10) 5631-8707,
hongzhao@soufun.com
Yiwen Zhang
Investor Relations Manager, +86 (10) 5631-8659,
zhangyiwen@soufun.com
SOURCE SouFun Holdings Limited