Li Auto Inc. (Nasdaq: LI) (“Li Auto” or the “Company”), an
innovator in China’s new energy vehicle market, today announced the
pricing of US$750 million in aggregate principal amount of
convertible senior notes due 2028 (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 the registration requirement provided by Rule 144A
under the Securities Act of 1933, as amended (the “Securities
Act”), and certain non-U.S. persons in offshore transactions in
reliance on Regulation S under the Securities Act. In addition, the
Company has granted the initial purchasers in the Notes Offering a
13-day option to purchase up to an additional US$112.5 million
aggregate principal amount of the Notes.
When issued, the Notes will be senior unsecured obligations of
the Company. The Notes will bear interest at a rate of 0.25% per
year, payable semiannually in arrears on May 1 and November 1 of
each year, beginning on November 1, 2021. The Notes will mature on
May 1, 2028, unless repurchased, redeemed, or converted in
accordance with their terms prior to such date. Prior to the close
of business on the business day immediately preceding November 1,
2027, the Notes will be convertible at the option of the holders
only upon satisfaction of certain conditions and during certain
periods. Holders may convert any or all of their Notes at their
option at any time on or after November 1, 2027, until the close of
business on the second scheduled trading day immediately preceding
the 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
two Class A ordinary shares of the Company, or a combination of
cash and ADSs, at the Company’s election.
The initial conversion rate of the Notes is 35.2818 ADSs per
US$1,000 principal amount of such Notes (which is equivalent to an
initial conversion price of approximately US$28.34 per ADS and
represents a conversion premium of approximately 27.5% above the
closing price of the Company’s ADSs on April 7, 2021, which was
US$22.23 per ADS). The conversion rate for the Notes is subject to
adjustment upon the occurrence of certain events.
Holders of the Notes may require the Company to repurchase all
or part of their Notes for cash on May 1, 2024 and on May 1, 2026,
in each case, 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. In
addition, if the Company undergoes a fundamental change, holders
may require the Company to repurchase for cash all or part of their
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 fundamental change repurchase date. In
addition, the Company may redeem all but not part of the Notes in
the event of certain changes in the tax laws, at a redemption price
equal to 100% of the principal amount of the Notes to be redeemed,
plus accrued and unpaid interest, if any, to, but excluding, the
tax redemption date, including any additional amounts with respect
to such redemption price.
The Company estimates that the net proceeds from the Notes
Offering will be approximately US$733.9 million (or approximately
US$844.2 million if the initial purchasers in the Notes Offering
exercise their option to purchase additional Notes in full), after
deducting the initial purchasers’ discounts and estimated offering
expenses payable by the Company. The Company plans to use the net
proceeds from the Notes Offering for (i) research and development
of new vehicle models, including BEV models, (ii) research and
development of leading technologies, and (iii) working capital and
other general corporate purposes.
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 any
state securities laws. They may not be offered or sold within the
United States or to U.S. persons, 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 and to certain non-U.S. persons in offshore
transactions in reliance on Regulation S under the Securities
Act.
The Company expects to close the Notes Offering on or about
April 12, 2021, 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 of these 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 there can be no assurance that the Notes Offering
will be completed.
About Li Auto Inc.
Li Auto Inc. is an innovator in China’s new energy vehicle
market. The Company designs, develops, manufactures, and sells
premium smart electric vehicles. Through innovations in product,
technology, and business model, the Company provides families with
safe, convenient, and refined products and services. Li Auto is a
pioneer to successfully commercialize extended-range electric
vehicles in China. Its first model, Li ONE, is a six-seat, large
premium electric SUV equipped with a range extension system and
cutting-edge smart vehicle solutions. The Company started volume
production of Li ONE in November 2019 and delivered over 33,500 Li
ONEs as of December 31, 2020. The Company leverages technology to
create value for its users. It concentrates its in-house
development efforts on its proprietary range extension system,
next-generation electric vehicle technology, and smart vehicle
solutions. Beyond Li ONE, the Company aims to expand its product
line by developing new vehicles, including BEVs and EREVs, to
target a broader consumer base.
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. Li Auto 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 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 Li Auto’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: Li Auto’s strategies, future business
development, and financial condition and results of operations; Li
Auto’s limited operating history; risks associated with
extended-range electric vehicles, Li Auto’s ability to develop,
manufacture, and deliver vehicles of high quality and appeal to
customers; Li Auto’s ability to generate positive cash flow and
profits; product defects or any other failure of vehicles to
perform as expected; Li Auto’s ability to compete successfully; Li
Auto’s ability to build its brand and withstand negative publicity;
cancellation of orders for Li Auto’s vehicles; Li Auto’s ability to
develop new vehicles; and changes in consumer demand and government
incentives, subsidies, or other favorable government policies.
Further information regarding these and other risks is included in
Li Auto’s filings with the SEC. All information provided in this
press release is as of the date of this press release, and Li Auto
does not undertake any obligation to update any forward-looking
statement, except as required under applicable law.
For investor and media inquiries, please contact:
Li Auto Inc.Investor RelationsEmail: ir@lixiang.com
The Piacente Group, Inc.Yang SongTel: +86 (10) 6508-0677Email:
Li@tpg-ir.com
Brandi PiacenteTel: +1 (212) 481-2050Email: Li@tpg-ir.com
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