BEIJING and DALLAS, Oct. 9,2013 /PRNewswire/ -- NQ Mobile Inc. (NYSE: NQ), a leading global provider of mobile Internet services ("NQ" or the "Company"), today announced the pricing of US$150 million in aggregate principal amount of convertible senior notes due 2018 (the "notes"). The Company has granted to the initial purchasers, Morgan Stanley & Co. International plc and Deutsche Bank Securities Inc., a 30-day option to purchase up to an additional US$22.5 million principal amount of notes.
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The notes will be convertible into NQ's American depositary shares ("ADSs"), each representing as of the date of this press release five Class A common shares of NQ. The initial conversion rate is 39.0472 of the Company's ADSs per US$1,000 principal amount of notes (which is equivalent to an initial conversion price of approximately US$25.61 per ADS and represents an approximately 30% conversion premium over the closing trading price of the Company's ADSs on October 8, 2013, which was US$19.70 per ADS). The notes will mature on October 15, 2018 and may be redeemed by NQ under certain circumstances on or after October 20, 2016. It is also contemplated that holders will have the right to require NQ to repurchase the notes on October 15, 2016 or upon the occurrence of certain fundamental changes. NQ anticipates using the proceeds for general corporate purposes, including working capital needs and potential acquisitions of complementary businesses. The conversion rate is subject to adjustment upon the occurrence of certain events.
The notes will bear cash interest at a rate of 4.00% per year until maturity. Interest will be payable semiannually in arrears on April 15 and October 15 of each year, beginning on April 15, 2014.
The Company expects to close the notes offering on or about October 16, 2013, subject to the satisfaction of customary closing conditions.
The notes, the ADSs deliverable upon conversion of the notes and the Class A common shares represented thereby, have not been registered under the Securities Act of 1933, as amended (the "Securities Act"), or the securities laws of any other jurisdiction. They may be offered and sold only in a transaction not subject to, or exempt from, registration under the Securities Act and other applicable securities laws. Accordingly, NQ offered the notes only to qualified institutional buyers in reliance on the exemption from registration provided by Rule 144A 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 deliverable upon conversion of the notes or the Class A common shares represented thereby in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful.
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