SOHU.COM INC. (NASDAQ:SOHU) Files An 8-K Entry into a Material Definitive Agreement
Item1.01. Entry into a Material Definitive Agreement.
On May19, 2017, the registrant, through two of its indirect
Peoples Republic of China (PRC)-based subsidiaries and one
of its PRC-based variable interest entities (such three entities
each individually a Borrower and collectively the
Borrowers), entered into credit agreements (collectively,
together with key related agreements and documentation, the
Credit Agreements) with Ping An Bank Co., Ltd., a
commercial bank with headquarters in Shenzhen, PRC (Ping An
Bank), to which the Borrowers will be entitled to borrow from
Ping An Bank from time to time up to a combined aggregate of
RMB2.5billion (or approximately US$363million) (collectively, the
Loans).
The Borrowers may make drawdowns of the Loans from time to time
until May 18, 2020. The term of each Loan, which will be
determined at the time of the drawdown of the Loan, may be up to
36 months from the date of the drawdown of the Loan. The rate of
amortization of principal of each Loan over the applicable term
will also be determined at the time of drawdown. Interest will
accrue on the principal amounts of the Loans outstanding from
time to time at an annual rate equal to 115% of the rate
published by the Peoples Bank of China (the PBOC) as its
prime rate as of each three-month anniversary of the drawdown of
the applicable Loan, and will be payable on the 20th day of the
third month of each calendar quarter. As the PBOCs prime rate is
currently 4.35% per year for loans with terms of up to one year
and 4.75% per year for loans with terms of between one year and
five years, the initial annual interest rate applicable to Loans
drawn down in the near future is expected to be approximately
5.00% or 5.46%, depending on the terms of the Loans that are
drawn down.
The Borrowers obligations under the Credit Agreements are secured
by pledges of the registrants two buildings in Beijing, one of
which currently serves as the registrants corporate headquarters
and the other of which is occupied by the registrants subsidiary
Sogou Inc. (Sogou) and the registrant.
In addition, the Borrowers obligations under the Credit
Agreements are guaranteed by a Cayman Islands subsidiary of the
registrant, Sohu.com (Game) Limited (Sohu Game), which
holds an approximately 67% interest in the registrants subsidiary
Changyou.com Limited (NASDAQ: CYOU) (Changyou). In
connection with the guarantee, Sohu Game has agreed that, at all
times when any amounts are outstanding under the Credit
Agreements, Sohu Game, together with its subsidiaries and
variable interest entities, will maintain a minimum Net Cash
Balance at least equal to (i)the then combined aggregate
outstanding principal of the Loans and accrued and unpaid
interest thereon, plus interest that would accrue under the Loans
assuming that the then outstanding principal of the Loans
remained outstanding until the end of their respective terms,
divided by (ii)0.90, divided by (iii)the fraction represented by
the percentage of Changyous outstanding shares held by Sohu Game.
Net Cash Balance is defined as (a)(i)cash and cash
equivalents, plus (ii)restricted cash related to liabilities to
third parties for borrowed money, plus (iii) investments in
financial instruments, minus (b)the aggregate combined amounts of
outstanding liabilities to third parties for borrowed money,
including for such purpose amounts of liabilities to third
parties that are guaranteed by Sohu Game or any of its
subsidiaries or variable interest entities.
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Also on May19, 2017, the registrant entered into an agreement
(the Commitment Letter) with Ping An Bank in connection
with the Credit Agreements to which the registrant agreed that if
any of the Borrowers does not have sufficient cash and other
assets upon the maturity of a Loan made to such Borrower to
permit it to repay in full the outstanding principal of the Loan
and all accrued and unpaid interest thereon, upon Ping An Banks
written demand the registrant will use its best efforts to cause
Changyou, subject to applicable law and fiduciary principles, to
pay a cash dividend (a Changyou Dividend) to Changyous
shareholders, and will make Sohu Games share of any such Changyou
Dividend available for the repayment of the Loan. The registrant
has further agreed in the Commitment letter that if a Changyou
Dividend is not paid or is not sufficient to permit repayment in
full of any Borrowers Loan upon the maturity of that Loan, and
the Loan is not otherwise repaid in full, upon Ping An Banks
written demand the registrant will cause Sohu Game to sell a
sufficient number of ordinary shares of Changyou held by Sohu
Game to permit repayment in full of such Loan, and will make the
net proceeds of such sale available to such Borrower for that
purpose. The registrant has also agreed in the Commitment Letter
that, at all times when any of the Loans is outstanding, the
registrant will maintain a Net Cash Balance of the registrant and
its consolidated group of not less than US$200million, and has
acknowledged that the registrants failure to retain such a cash
balance will permit Ping An Bank to demand immediate payment in
full of the combined aggregate outstanding principal of the Loans
and all accrued and unpaid interest. Net Cash
Balance for this purpose has the same definition as that
applicable to Sohu Game under the terms of its guarantee of the
Loans.
The Credit Agreements include customary events of default,
including a Borrowers failure to pay any installment of principal
or interest when due; the registrant and its consolidated groups
failure to maintain a Net Cash Balance of at least US$200million;
Sohu Games failure to maintain the minimum Net Cash Balance
required to be maintained by it from time to time; changes in
control of a Borrower, changes in its business model, and other
events that may impede the Borrowers ability to repay its Loans;
and a Borrowers, the registrants, or Sohu Games breach of any
other agreement with Ping An Bank or any other bank. Upon Ping An
Banks declaration of an event of default under the Loan
Agreement, Ping An Bank may refuse to make further advances under
the Credit Agreements and demand payment in full of all
outstanding principal of the Loans and all accrued and unpaid
interest.
The registrant entered into an additional agreement with Ping An
Bank, also on May19, 2017, to which the registrant has agreed
that on and after the time when the combined aggregate
outstanding principal under the Loans exceeds RMB500million (or
approximately US$72.5million), Ping An Bank will have a right of
first negotiation with respect to any proposed loan of more than
RMB500million to any company in the registrants consolidated
group, and the registrant will use reasonable efforts, subject to
applicable law and regulation, to cause all companies in the
registrants consolidated group to have their deposit and other
banking relationships with, and to purchase investment products
offered by, Ping An Bank and its affiliates.
The registrant intends to use the proceeds of the Loans to
finance the registrants operations, excluding the operations of
the registrants subsidiaries Changyou and Sogou.
The foregoing summary is not intended to be complete and is
qualified in its entirety by reference to the Credit Agreements,
English translations of which are filed herewith as Exhibits
10.1, 10.2, 10.3, 10.4. 10.5, 10.6, 10.7, 10.8, 10.9 and 10.10
and are incorporated herein by reference.
Item9.01 Financial Statements and Exhibits.
(d) The following Exhibits are filed as part of this report:
| 10.1 |
English translation of Credit Agreement, dated May 19, 2017, between Ping An Bank and Beijing Sohu New Media Information Technology Co., Ltd. |
|
| 10.2 |
English translation of Credit Agreement, dated May 19, 2017, between Ping An Bank and Fox Information Technology (Tianjin) Limited |
|
| 10.3 |
English translation of Credit Agreement, dated May 19, 2017, between Ping An Bank and Tianjin Jinhu Culture Development Co., Ltd. |
|
| 10.4 | English translation of Form of Loan Agreement |
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| 10.5 |
English translation of Asset Pledge Agreement, dated May 19, 2017, between Ping An Bank and Beijing Sohu New Momentum Information Technology Co., Ltd. |
|
| 10.6 |
English translation of Asset Pledge Agreement, dated May 19, 2017, between Ping An Bank and Beijing Sohu New Media Information Technology Co., Ltd. |
|
| 10.7 |
English translation of Asset Pledge Agreement, dated May19, 2017, between Ping An Bank and Beijing Sohu New Era Information Technology Co., Ltd. |
|
| 10.8 |
English translation of Guaranty Agreement, dated May 19, 2017, between Ping An Bank and Sohu.com (Game) Limited |
|
| 10.9 |
English translation of Commitment Letter, dated May 19, 2017, between Ping An Bank and the registrant |
|
| 10.10 |
English translation of Strategic Cooperation Agreement, dated May19, 2017, between Ping An Bank and the registrant |
Safe Harbor Statement
This report on Form 8-K includes forward-looking statements.
Statements that are not historical facts, including statements
about our beliefs and expectations, are forward-looking
statements. These statements are based on current plans,
estimates and projections, and therefore you should not place
undue reliance on them. Forward-looking statements involve
inherent risks and uncertainties. The registrant cautions you
that 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, recent slow-downs in the growth of the Chinese
economy; the registrants current and projected future losses due
to increased spending by the registrant for video content; the
possibilities that the registrant will be unable to recoup its
investment in video content; and the registrants reliance on
online advertising sales, online games and mobile services for
its revenues. Further information regarding these and other risks
is included in the registrants annual report on Form 10-K for the
year ended December31, 2016, and other filings with the
Securities and Exchange Commission.
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About SOHU.COM INC. (NASDAQ:SOHU)
Sohu.com Inc. (Sohu) is an online media, search and game service company providing online products and services on personal computers (PCs) and mobile devices in the People’s Republic of China (the PRC). The Company operates through three segments: the Sohu segment; the Sogou segment, and the Changyou segment. Sogou is an online search, client software and mobile Internet product provider in China. Changyou is an online game developer and operator in China as measured by its MMOG Tian Long Ba Bu (TLBB) and its mobile game TLBB three-dimensional (TLBB 3D), and engages primarily in the development, operation and licensing of online games for PCs and mobile devices. The Sohu segment’s main business is the brand advertising business, which offers to users, over its matrices of Chinese language online media, various content, products and services across multiple Internet-enabled devices. SOHU.COM INC. (NASDAQ:SOHU) Recent Trading Information
SOHU.COM INC. (NASDAQ:SOHU) closed its last trading session up +2.00 at 46.20 with 991,193 shares trading hands.