NIO Inc. (NYSE: NIO; HKEX: 9866; SGX: NIO) (“NIO” or the
“Company”), a pioneer and a leading company in the premium smart
electric vehicle market, today announced the pricing of US$500
million in aggregate principal amount of convertible senior notes
due 2029 (the “2029 Notes”) and US$500 million in aggregate
principal amount of convertible senior notes due 2030 (the “2030
Notes,” and, together with the 2029 Notes, the “Notes”) (the “Notes
Offering”). The Notes have been offered to persons reasonably
believed to be qualified institutional buyers in reliance on the
exemption from registration provided by Rule 144A under the
Securities Act of 1933, as amended (the “Securities Act”). In
addition, the Company has granted the initial purchasers in the
Notes Offering an option, exercisable within a 30-day period
beginning on, and including, the date of the Notes Offering, to
purchase up to an additional US$75 million in aggregate principal
amount of the 2029 Notes and up to an additional US$75 million in
aggregate principal amount of the 2030 Notes.
When issued, the Notes will be senior, unsecured
obligations of NIO. The 2029 Notes will bear interest at a rate of
3.875% per year, payable semiannually in arrears on April 15 and
October 15 of each year, beginning on April 15, 2024. The 2030
Notes will bear interest at a rate of 4.625% per year, payable
semiannually in arrears on April 15 and October 15 of each year,
beginning on April 15, 2024. The 2029 Notes will mature on October
15, 2029 and the 2030 Notes will mature on October 15, 2030, unless
repurchased, redeemed or converted in accordance with their terms
prior to such date.
Holders may convert the Notes at any time prior
to the close of business on the second scheduled trading day
immediately preceding the relevant maturity date. Upon conversion,
the Company will pay or deliver to such converting holders, as the
case may be, cash, the Company’s American Depositary Shares
(“ADSs”), each currently representing one Class A ordinary share of
the Company, or a combination of cash and ADSs, at the Company’s
election. After the resale restriction termination date (as will be
defined in the terms of the Notes) and pursuant to the applicable
procedures and requirements, holders who receive ADSs upon
conversion of the Notes may surrender such ADSs to the Company’s
ADS depositary for exchange into Class A ordinary shares for
trading on The Stock Exchange of Hong Kong Limited (the “Hong Kong
Stock Exchange”) or the Singapore Exchange Securities Trading
Limited (“SGX-ST”).
The initial conversion rate of the 2029 Notes is
89.9685 ADSs per US$1,000 principal amount of such 2029 Notes
(which is equivalent to an initial conversion price of
approximately US$11.12 per ADS and represents a conversion premium
of approximately 30% above the closing price of the Company’s ADSs
on September 19, 2023, which was US$8.55 per ADS). The initial
conversion rate of the 2030 Notes is 89.9685 ADSs per US$1,000
principal amount of such Notes (which is equivalent to an initial
conversion price of approximately US$11.12 per ADS and represents a
conversion premium of approximately 30% above the closing price of
the Company’s ADSs on September 19, 2023). The relevant conversion
rate for each series of the Notes is subject to adjustment upon the
occurrence of certain events.
The Company may redeem for cash all but not part
of the 2029 Notes and/or the 2030 Notes if less than 10% of the
aggregate principal amount of the relevant series of the Notes
originally issued remains outstanding at such time. In addition,
the Company may redeem all but not part of the 2029 Notes and/or
the 2030 Notes in the event of certain changes in the tax laws. On
or after October 22, 2027, in the case of the 2029 Notes, and on or
after October 22, 2028, in the case of the 2030 Notes, the Company
may redeem for cash all or part of the relevant series of the
Notes, subject to certain conditions. Any redemption may occur only
prior to the 20th scheduled trading day immediately preceding the
relevant maturity date.
Holders of the Notes may require the Company to
repurchase for cash all or part of their Notes on October 15, 2027,
in the case of the 2029 Notes, or October 15, 2028, in the case of
the 2030 Notes, at a repurchase price equal to 100% of the
principal amount of the Notes to be repurchased, plus accrued and
unpaid interest to, but excluding, the relevant repurchase date.
Holders of the Notes have the option, subject to certain
conditions, to require the Company to repurchase any Notes held in
the event of a fundamental change.
The Company plans to use a portion of the net
proceeds from the Notes Offering to repurchase a portion of the
existing debt securities as described below, and the remainder
mainly to further strengthen its balance sheet position as well as
for general corporate purposes.
The Company expects to use a portion of the net
proceeds from this Notes Offering to purchase and surrender for
cancellation, in separate privately negotiated transactions
effected through one of the initial purchasers or its affiliate,
concurrently with the pricing of the Notes Offering, approximately
US$256 million aggregate principal amount of the Company’s
outstanding 0.00% Convertible Senior Notes due 2026 (the “2026
Notes”) and approximately US$244 million aggregate principal amount
of the Company’s outstanding 0.50% Convertible Senior Notes due
2027 (the “2027 Notes”, and together with the 2026 Notes, the
“Existing Notes”) for cash (each, a “Repurchase Transaction,” and
collectively, the “Repurchase Transactions”). The terms of each
Repurchase Transaction have been individually negotiated with each
holder of the Existing Notes.
The Company expects that holders and potential
purchasers of the Company’s debt securities may employ a
convertible arbitrage strategy to hedge their exposure in
connection with the relevant securities. Any such activities by
holders of the relevant debt securities and/or potential investors
in the Notes could affect the market price of the ADSs and Class A
ordinary shares and/or the trading price of such debt
securities.
The Notes, the ADSs deliverable upon conversion
of the Notes, if any, and the Class A ordinary shares represented
thereby, have not been and will not be registered under the
Securities Act or securities laws of any other places. They may not
be offered or sold, except to persons reasonably believed to be
qualified institutional buyers in reliance on the exemption from
registration provided by Rule 144A under the Securities Act.
The Company expects to close the Notes Offering
and the Repurchase Transactions on or about September 22, 2023,
subject to the satisfaction of customary closing conditions.
This press release shall not constitute an offer
to sell or a solicitation of an offer to purchase any securities,
nor shall there be a sale of the securities in any state or
jurisdiction in which such an offer, solicitation or sale would be
unlawful.
This press release contains information about
the pending Notes Offering and Repurchase Transactions, and there
can be no assurance that the Notes Offering and/or Repurchase
Transactions will be completed. The Notes Offering is not
contingent on the closing of the Repurchase Transactions. The
consummation of the Repurchase Transactions will be contingent on
the closing of the Notes Offering.
About NIO Inc.
NIO Inc. is a pioneer and a leading company in
the premium smart electric vehicle market. Founded in November
2014, NIO’s mission is to shape a joyful lifestyle. NIO aims to
build a community starting with smart electric vehicles to share
joy and grow together with users. NIO designs, develops, jointly
manufactures and sells premium smart electric vehicles, driving
innovations in next-generation technologies in autonomous driving,
digital technologies, electric powertrains and batteries. NIO
differentiates itself through its continuous technological
breakthroughs and innovations, such as its industry-leading battery
swapping technologies, Battery as a Service, or BaaS, as well as
its proprietary autonomous driving technologies and Autonomous
Driving as a Service, or ADaaS. NIO’s product portfolio consists of
the ES8, a six-seater smart electric flagship SUV, the ES7 (or the
EL7), a mid-large five-seater smart electric SUV, the ES6, a
five-seater all-round smart electric SUV, the EC7, a five-seater
smart electric flagship coupe SUV, the EC6, a five-seater smart
electric coupe SUV, the ET7, a smart electric flagship sedan, the
ET5, a mid-size smart electric sedan, and the ET5T, a smart
electric tourer.
Safe Harbor Statement
This press release contains statements that may
constitute “forward-looking” statements pursuant to the “safe
harbor” provisions of the U.S. Private Securities Litigation Reform
Act of 1995. These forward-looking statements can be identified by
terminology such as “will,” “expects,” “anticipates,” “aims,”
“future,” “intends,” “plans,” “believes,” “estimates,” “likely to”
and similar statements. NIO may also make written or oral
forward-looking statements in its periodic reports to the U.S.
Securities and Exchange Commission (the “SEC”), in its annual
report to shareholders, in announcements, circulars or other
publications made on the websites of each of the Hong Kong Stock
Exchange and the SGX-ST, in press releases and other written
materials and in oral statements made by its officers, directors or
employees to third parties. Statements that are not historical
facts, including statements about NIO’s beliefs, plans and
expectations, are forward-looking statements. Forward-looking
statements involve inherent risks and uncertainties. A number of
factors could cause actual results to differ materially from those
contained in any forward-looking statement, including but not
limited to the following: NIO’s strategies; NIO’s future business
development, financial condition and results of operations; NIO’s
ability to develop and manufacture a car of sufficient quality and
appeal to customers on schedule and on a large scale; its ability
to ensure and expand manufacturing capacities including
establishing and maintaining partnerships with third parties; its
ability to provide convenient and comprehensive power solutions to
its customers; the viability, growth potential and prospects of the
newly introduced BaaS and ADaaS; its ability to improve the
technologies or develop alternative technologies in meeting
evolving market demand and industry development; NIO’s ability to
satisfy the mandated safety standards relating to motor vehicles;
its ability to secure supply of raw materials or other components
used in its vehicles; its ability to secure sufficient reservations
and sales of its vehicles; its ability to control costs associated
with its operations; its ability to build the NIO brand; general
economic and business conditions globally and in China and
assumptions underlying or related to any of the foregoing. Further
information regarding these and other risks is included in NIO’s
filings with the SEC and the announcements and filings on the
websites of each of the Hong Kong Stock Exchange and SGX-ST. All
information provided in this press release is as of the date of
this press release, and NIO does not undertake any obligation to
update any forward-looking statement, except as required under
applicable law.
For more information, please visit:
http://ir.nio.com
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