NIO Inc. Announces Closing of US$1.5 Billion Convertible Senior Notes
January 19 2021 - 4:00AM
NIO Inc. (NYSE: NIO) (“NIO” or the “Company”), a pioneer in
China’s premium smart electric vehicle market, today announced that
it closed the offering (the “Notes Offering”) of US$750 million in
aggregate principal amount of convertible senior notes due 2026
(the “2026 Notes”) and US$750 million in aggregate principal amount
of convertible senior notes due 2027 (the “2027 Notes,” and,
together with the 2026 Notes, the “Notes”), which included the
exercise in full by the initial purchasers in the Notes Offering of
their option to purchase up to an additional US$100 million in
aggregate principal amount of the 2026 Notes and US$100 million in
aggregate principal amount of the 2027 Notes. The Notes were sold
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”). The Company plans to use the net proceeds from the Notes
Offering mainly for general corporate purposes and to further
strengthen its cash and balance sheet positions.
Shortly after the pricing of the Notes, the
Company entered into separate and individually privately negotiated
agreements with certain holders of its outstanding 4.50%
convertible senior notes due 2024 (the “2024 Notes”) to exchange
approximately US$581.7 million principal amount of the outstanding
2024 Notes for the Company's American Depositary Shares (“ADSs”),
each representing one Class A ordinary share of the Company (each,
a “2024 Notes Exchange” and collectively, the “2024 Notes
Exchanges”). The 2024 Notes Exchanges closed on January 15,
2021.
In connection with the 2024 Notes Exchanges, the
Company also entered into agreements with certain financial
institutions that are parties to the Company’s existing capped call
transactions (which the Company had entered into in February 2019
in connection with the issuance of the 2024 Notes) shortly after
the pricing of the Notes to terminate a portion of the relevant
existing capped call transactions in a notional amount
corresponding to the portion of the principal amount of such 2024
Notes exchanged. In connection with such terminations of the
existing capped call transactions, the Company received deliveries
of the ADSs in such amounts as specified pursuant to such
termination agreements on January 15, 2021.
The Notes, the ADSs deliverable upon conversion
of the Notes, if any, prior to the resale restriction termination
date (as set forth in the terms of the Notes) 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 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 persons in offshore transactions in reliance on Regulation
S under the Securities Act.
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.
About NIO Inc.
NIO Inc. is a pioneer in China’s 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, jointly manufactures, and sells smart premium
electric vehicles, driving innovations in next-generation
technologies in connectivity, autonomous driving, and artificial
intelligence. Redefining the user experience, NIO provides users
with comprehensive and convenient power solutions, the Battery as a
Service (BaaS), NIO Pilot and NIO Autonomous Driving (NAD),
Autonomous Driving as a Service (ADaaS) and other user-centric
services. NIO began deliveries of the ES8, a 7-seater flagship
premium electric SUV, in China in June 2018, and its variant, the
6-seater ES8, in March 2019. NIO officially launched the ES6, a
5-seater high-performance premium electric SUV, in December 2018
and began deliveries of the ES6 in June 2019. NIO officially
launched the EC6, a 5-seater premium electric coupe SUV, in
December 2019 and began deliveries of the EC6 in September 2020. On
January 9, 2021, NIO ET7, the smart electric flagship sedan and
NIO’s first autonomous driving model, was officially launched.
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, 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 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 grow
manufacturing in collaboration with partners; its ability to
provide convenient charging solutions to its customers; the
viability, growth potential and prospects of the newly introduced
BaaS and ADaaS; 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 the ES8,
ES6, EC6 and ET7; 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. 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
For investor and media inquiries, please
contact:
NIO Inc.
Investor Relations
Tel: +86-21-6908-2018
Email: ir@nio.com
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