SOHU » Topics » (a) 21 East

These excerpts taken from the SOHU 10-K filed Feb 26, 2009.

21 East

On October 31, 2006, the Company completed the acquisition of a 70% interest in 21 East Entertainment Limited (“21 East Hong Kong”) and Beijing 21 East Culture Development Co., Ltd. (“21 East Beijing”) (collectively “21 East”) for consideration of $3.5 million in cash. The main purpose of the acquisition of the 70% interest in 21 East is to enable the Company to secure and develop attractive, high-quality music and content. The acquisition was accounted for as a purchase business combination and resulted goodwill of US$3.5 million and the results of operations from the acquisition date have been included in the Company’s consolidated financial statements in accordance with SFAS 94.

The acquisition had been accounted for as a purchase business combination and the results of operations from the acquisition date have been included in the Company’s consolidated financial statements in accordance with SFAS 94. The allocation of the purchase price is as follows (in thousands):

 

Tangible assets acquired

   $ 317  

Identifiable intangible assets

     26  

Goodwill

     3,542  

Liabilities assumed

     (143 )
        

Total

   $ 3,742  
        

The excess of purchase price over tangible assets and identifiable intangible assets (mainly copyrights of song lyrics) acquired and liabilities assumed were recorded as goodwill relating to the wireless segment.

Prior to the acquisition, 21 East did not prepare its financial statements under accounting principles generally accepted in the United States of America. The Company determined that the cost of reconstructing the financial statements of 21 East for the periods prior to the acquisition outweighed its benefits. Accordingly, unaudited pro forma consolidated financial information reflecting the results of operations of 21 East has not been presented.

21 East

On October 31, 2006, the Company completed the acquisition of a 70% interest in 21 East Entertainment Limited (“21 East Hong Kong”) and
Beijing 21 East Culture Development Co., Ltd. (“21 East Beijing”) (collectively “21 East”) for consideration of $3.5 million in cash. The main purpose of the acquisition of the 70% interest in 21 East is to enable the Company to
secure and develop attractive, high-quality music and content. The acquisition was accounted for as a purchase business combination and resulted goodwill of US$3.5 million and the results of operations from the acquisition date have been included in
the Company’s consolidated financial statements in accordance with SFAS 94.

The acquisition had been accounted for as a purchase business combination
and the results of operations from the acquisition date have been included in the Company’s consolidated financial statements in accordance with SFAS 94. The allocation of the purchase price is as follows (in thousands):

STYLE="font-size:12px;margin-top:0px;margin-bottom:0px"> 




















































Tangible assets acquired

  $ 317 

Identifiable intangible assets

   26 

Goodwill

   3,542 

Liabilities assumed

   (143)
     

Total

  $3,742 
     

The excess of purchase price over tangible assets and identifiable intangible assets (mainly copyrights of song
lyrics) acquired and liabilities assumed were recorded as goodwill relating to the wireless segment.

Prior to the acquisition, 21 East did not prepare its
financial statements under accounting principles generally accepted in the United States of America. The Company determined that the cost of reconstructing the financial statements of 21 East for the periods prior to the acquisition outweighed its
benefits. Accordingly, unaudited pro forma consolidated financial information reflecting the results of operations of 21 East has not been presented.

SIZE="2">12. Zero Coupon Convertible Senior Notes

The Company completed a private placement
on July 14, 2003 of $90 million principal amount of zero coupon convertible senior notes due July 2023, which resulted in net proceeds to the Company of approximately $87,350,000 after deduction of the initial purchaser’s discount of
$2,250,000 and offering expenses of $400,000. The notes are a senior unsecured obligation of the Company and rank equally in right of payment with all of other unsecured and unsubordinated indebtedness of the Company. The notes do not pay any
interest, have a zero yield to maturity, and are convertible into the Company’s common stock at a conversion price of $44.76 per share, subject to adjustment for dividends, distributions, and upon the occurrence of certain other events. Each
$1,000 principal of the notes is initially convertible into 22.3414 shares of common stock of the Company. Each holder of the notes will have the right, at the holder’s option, to require the Company to repurchase all or any portion of the
principal amount of the holder’s notes on July 14
th, in 2007, 2013 and 2018 at a price equal to 100% of the outstanding principal amount.
The Company may also redeem all or a portion of the notes for cash at any time on or after July 14, 2008 at 100% of the principal amount of the notes if the closing price of its common stock for each of the 30 consecutive trading days prior to
such time was at least 130% of the conversion price or at such time at least 90% of the initial aggregate principal amount of the notes have been converted, repurchased or redeemed. In addition, upon a change of control event, each holder of the
notes has the right to require the Company to repurchase some or all of its notes at a repurchase price equal to 100% of the principal amount of the notes.

 


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Table of Contents


For the year ended December 31, 2006, the Company early redeemed from the market a portion of its zero coupon
convertible senior notes at a discount for $15,000,000 in aggregate face value, after deducting the related portion of unamortized offering cost.

As of
the end of the notification period associated with the July 14, 2007 repurchase date, note holders had exercised their right to require the Company to repurchase such notes in an aggregate principal amount of $58.5 million. The Company
repurchased such notes on July 16, 2007. In November 2007, the majority of remaining note holders with $1,250,000 in face amount of convertible notes exercised their right to convert their notes to the Company’s common stock at a
conversion price of $44.76 per share.

During the year ended December 31, 2008, the remaining $6,000 of zero coupon convertible senior notes were
redeemed: therefore the outstanding balance was zero as of December 31, 2008.

This excerpt taken from the SOHU 10-K filed Feb 28, 2008.

(a) 21 East

On October 31, 2006, the Company completed the acquisition of a 70% interest in 21 East Entertainment Limited (“21 East Hong Kong”) and Beijing 21 East Culture Development Co., Ltd. (“21 East Beijing”) (collectively “21 East”) for consideration of $3.5 million in cash and an additional amount, not to exceed $1.4 million, which will be paid over three years after the date of the closing of the acquisition, subject to the satisfaction and attainment of certain post closing operating and financial milestones of 21 East. Other estimated direct acquisition costs were $219,000. The main purpose of the acquisition of the 70% interest in 21 East is to enable the Company to secure and develop attractive, high-quality music and content. The Company considers the acquisition of 21 East to have been made in the ordinary course of its business. The purchase price was determined based on arms’ length negotiations between Sohu and 21 East.

The acquisition had been accounted for as a purchase business combination and the results of operations from the acquisition date have been included in the Company’s consolidated financial statements in accordance with SFAS 94. The allocation of the purchase price is as follows (in thousands):

 

Tangible assets acquired

   $ 317  

Identifiable intangible assets

     26  

Goodwill

     3,542  

Liabilities assumed

     (143 )
        

Total

   $ 3,742  
        

The excess of purchase price over tangible assets and identifiable intangible assets (mainly copyrights of song lyrics) acquired and liabilities assumed were recorded as goodwill relating to the wireless segment. The purchase price used in the calculation of goodwill excludes contingent consideration of $1.4 million and contingent taxes obligations relating to the pre-acquisition period, which may result in recognition of an additional element of cost of the acquisition entity when the outcome of the contingencies, if any, become estimable. The identifiable intangible assets were amortized over a weighted average period of three years.

Prior to the acquisition, 21 East did not prepare its financial statements under accounting principles generally accepted in the United States of America. The Company determined that the cost of reconstructing the financial statements of 21 East for the periods prior to the acquisition outweighed its benefits. Accordingly, unaudited pro forma consolidated financial information reflecting the results of operations of 21 East has not been presented.

This excerpt taken from the SOHU 10-K filed Mar 8, 2007.

(a) 21 East

On October 31, 2006, the Company completed the acquisition of a 70% interest in 21 East Entertainment Limited (“21 East Hong Kong”) and Beijing 21 East Culture Development Co., Ltd. (“21 East Beijing”) (collectively “21 East”) for consideration of $3.5 million in cash and an additional amount, not to exceed $1.4 million, which will be paid over three years after the date of the closing of the acquisition, subject to the satisfaction and attainment of certain post closing operating and financial milestones of 21 East. Other estimated direct acquisition costs were $219,000. The main purpose of the acquisition of the 70% interest in 21 East is to enable the Company to secure and develop attractive, high-quality music and content. The Company considers the acquisition of 21 East to have been made in the ordinary course of its business. The purchase price was determined based on arms’ length negotiations between Sohu and 21 East.

The acquisition had been accounted for as a purchase business combination and the results of operations from the acquisition date have been included in the Company’s consolidated financial statements in accordance with SFAS 94. The allocation of the purchase price is as follows (in thousands):

 

Tangible assets acquired

   $ 317  

Identifiable intangible assets

     26  

Goodwill

     3,542  

Liabilities assumed

     (143 )
        

Total

   $ 3,742  
        

The excess of purchase price over tangible assets and identifiable intangible assets (mainly copyrights of song lyrics) acquired and liabilities assumed were recorded as goodwill relating to the wireless segment. The purchase price used in the calculation of goodwill excludes contingent consideration of $1.4 million and contingent taxes obligations relating to the pre-acquisition period, which may result in recognition of an additional element of cost of the acquisition entity when the outcome of the contingencies, if any, become estimable. The identifiable intangible assets were amortized over a weighted average period of three years.

Prior to the acquisition, 21 East did not prepare its financial statements under accounting principles generally accepted in the United States of America. The Company determined that the cost of reconstructing the financial statements of 21 East for the periods prior to the acquisition outweighed its benefits. Accordingly, unaudited pro forma consolidated financial information reflecting the results of operations of 21 East has not been presented.

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