PAG Amends iQIYI 13D Filing

TL;DR

PAG updated its 13D for iQIYI, changing group members. No new $$$.

AI Summary

Pacific Alliance Group Ltd (PAG) filed an amendment to its SC 13D on August 26, 2024, regarding its holdings in iQIYI, Inc. The filing indicates a change in the reporting person's group members, with several PAG entities listed as group members. No specific dollar amounts or share percentages were detailed in this amendment.

Why It Matters

This amendment signals ongoing activity or structural changes within Pacific Alliance Group's investment in iQIYI, Inc., which could be relevant to other investors monitoring significant shareholder actions.

Risk Assessment

Risk Level: medium — Amendments to 13D filings can indicate shifts in a major shareholder's strategy or stake, requiring careful monitoring.

Key Players & Entities

• Pacific Alliance Group Ltd (company) — Reporting Person
• iQIYI, Inc. (company) — Subject Company
• PAG ASIA CAPITAL GP IV LTD (company) — Group Member
• PAG ASIA IV LP (company) — Group Member

FAQ

Key Financial Figures

• $0.00001 — Class A Ordinary Shares, par value US$0.00001 per share (Title of Class of Securiti
• $200,000,000 — , PAG Asia transferred an aggregate of $200,000,000 principal amount of the Convertible Sen
• $200,000,000 m — oan facility in the principal amount of $200,000,000 made to the Borrower by the Lender pursua

Filing Documents

• eh240521144_13da3-iq.htm (SC 13D/A) — 185KB
• eh240521144_ex9905.htm (EX-99.5) — 169KB
• 0000950142-24-002276.txt ( ) — 356KB

Source and Amount of Funds or Other Consideration

Item 3. Source and Amount of Funds or Other Consideration

of the Original Schedule

Item 3 of the Original Schedule 13D is hereby amended to add the following: On August 22, 2024 , PAG Asia transferred an aggregate of $200,000,000 principal amount of the Convertible Senior Notes to the Borrower in connection with an internal restructuring (the “2024 Internal Transfer”). The source of funds for the purchase is from a loan facility in the principal amount of $200,000,000 made to the Borrower by the Lender pursuant to a facility agreement dated August 8, 2024, among the Borrower, the Lender, PAG Asia and the Issuer (the “2024 Facility Agreement”). On August 22, 2024, the Borrower and the Lender entered into a debenture, pursuant to which the Borrower agreed to charge such transferred Convertible Senior Notes held by the Borrower and certain bank account of the Borrower in favor of the Lender to secure the Borrower’s obligations under the 2024 Facility Agreement. PAGAC IV-4 (Cayman) Limited continues to hold the Convertible Senior Notes for investment purposes only. The foregoing description of the 2024 Facility Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the 2024 Facility Agreement, which is filed as Exhibit 99.5 hereto and is incorporated herein by reference. The information set forth in footnote (1) of each of the cover pages of this Amendment with respect to Pacific Alliance Group Limited and PAG is incorporated herein by reference.

Purpose of Transaction

Item 4. Purpose of Transaction

of the Original Schedule

Item 4 of the Original Schedule 13D is hereby amended to add the following: The information set forth in Item 3 of this Amendment is incorporated herein by reference.

Interest in Securities of the Issuer

Item 5. Interest in Securities of the Issuer

of the Original Schedule

Item 5 of the Original Schedule 13D is hereby amended and restated as follows: (a) – (b) The following disclosure is based on 3,675,039,807 Class A Ordinary Shares issued and outstanding as reported in the Issuer’s annual report on Form 20-F filed with the SEC on March 14, 2024, the 186,049,031 Class A Ordinary Shares issuable upon conversion of the Convertible Senior Note held by PAGAC IV-1 (Cayman) Limited, and the 607,507,040 Class A Ordinary Shares issuable upon conversion of the Convertible Senior Note held by PAGAC IV-4 (Cayman) Limited. The Reporting Persons understand that the Issuer’s ordinary shares are divided into Class A Ordinary Shares and Class B ordinary shares, par value $0.00001 per share of the Issuer (the “Class B Ordinary Shares”). Holders of Class A Ordinary Shares are entitled to one vote per share, while holders of Class B Ordinary Shares are entitled to ten votes per share. According to the Issuer’s annual report on Form 20-F filed with the SEC on March 14, 2024, the holder of the Issuer’s Class B Ordinary Shares holds approximately 89.2% of the voting power of the Issuer’s outstanding shares as of February 29, 2024. Each of the Reporting Persons disclaims beneficial ownership of the shares reported herein except to the extent of its or his pecuniary interest therein. CUSIP No. 46267X 108 SCHEDULE 13D Page 12 of 15 Number of shares as to which such person has: Reporting Person Amount beneficially owned Percent of class Sole power to vote or to direct the vote Shared power to vote or to direct the vote Sole power to dispose or to direct the disposition of Shared power to dispose or to direct the disposition of PAG Asia 186,049,031 Class A Ordinary Shares (6) 4.8% of the Class A Ordinary Shares (10) 186,049,031 Class A Ordinary Shares 0 186,049,031 Class A Ordinary Shares 0 PAGAC IV-2 (Cayman) Limited (1) 186,049,031 Class A Ordinary Shares (6) 4.8% of the

View Full Filing

View this SC 13D/A filing on SEC EDGAR