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 that it is notifying
holders of its 0.00% Convertible Senior Notes due 2026 (CUSIP No.
62914VAE6) (the “Notes”) that pursuant to the Indenture dated as of
January 15, 2021 (the “Indenture”) relating to the Notes by and
between the Company and The Deutsche Bank Trust Company Americas,
as trustee, each holder has the right, at the option of such
holder, to require the Company to repurchase all of such holder’s
Notes or any portion thereof that is an integral multiple of
US$1,000 principal amount for cash on February 1, 2024 (the
“Repurchase Right”). The Repurchase Right expires at 5:00 p.m., New
York City time, on Wednesday, January 31, 2024.
As required by rules of the United States Securities and
Exchange Commission (the “SEC”), the Company will file a Tender
Offer Statement on Schedule TO. In addition, documents specifying
the terms, conditions and procedures for exercising the Repurchase
Right will be available through the Depository Trust Company and
the paying agent, which is The Deutsche Bank Trust Company
Americas. None of the Company, its board of directors or its
employees has made or is making any representation or
recommendation to any holder as to whether to exercise or refrain
from exercising the Repurchase Right.
The Repurchase Right entitles each holder of the Notes to
require the Company to repurchase all of such holder’s Notes or any
portion thereof that is an integral multiple of US$1,000 principal
amount. The repurchase price for such Notes will be equal to 100%
of the principal amount of the Notes to be
repurchased, plus any accrued and unpaid additional
interest, if any, to, but excluding, February 1, 2024, which is the
date specified for repurchase in the Indenture (the “Repurchase
Date”), subject to the terms and conditions of the Indenture and
the Notes. Pursuant to the terms of the Indenture and the Notes,
the Company will pay additional interest, if any, at its sole
election as the sole remedy relating to certain failure by the
Company to comply with its reporting obligations. Such failures
have not occurred to date. As of January 2, 2024, there was
US$301,448,000.00 in aggregate principal amount of the Notes
outstanding. If all outstanding Notes are surrendered for
repurchase through exercise of the Repurchase Right, the aggregate
cash purchase price will be US$301,448,000.00.
The opportunity for holders of the Notes to exercise the
Repurchase Right commences at 9:00 a.m., New York City time today,
January 3, 2024, and will terminate at 5:00 p.m., New York City
time, on Wednesday, January 31, 2024. In order to exercise the
Repurchase Right, a holder must follow the transmittal procedures
set forth in the Company’s Repurchase Right Notice to holders (the
“Repurchase Right Notice”), which is available through the
Depository Trust Company and The Deutsche Bank Trust Company
Americas. Holders may withdraw any previously tendered Notes
pursuant to the terms of the Repurchase Right at any time prior to
5:00 p.m., New York City time, on Wednesday, January 31, 2024, or
as otherwise provided by applicable law.
This press release is for information only and is not an offer
to purchase, a solicitation of an offer to purchase, or a
solicitation of an offer to sell the Notes or any other securities
of the Company. The offer to purchase the Notes will be only
pursuant to, and the Notes may be tendered only in accordance with,
the Company’s Repurchase Right Notice dated January 3, 2024 and
related documents.
Holders of the Notes should refer to the Indenture for a
complete description of repurchase procedures and direct any
questions concerning the mechanics of repurchase to the Trustee by
contacting The Deutsche Bank Trust Company Americas. Holders of
Notes may request the Company’s Repurchase Right Notice from the
paying agent, The Deutsche Bank Trust Company Americas, c/o DB
Services Americas Inc., at 5022 Gate Parkway Suite 200, MS
JCK01-218, Jacksonville, FL 32256 (email: db.reorg@db.com).
HOLDERS OF NOTES AND OTHER INTERESTED PARTIES ARE URGED TO READ
THE COMPANY’S SCHEDULE TO, REPURCHASE RIGHT NOTICE AND OTHER
RELEVANT DOCUMENTS FILED WITH THE SEC WHEN THEY BECOME AVAILABLE
BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT NIO INC. AND
THE REPURCHASE RIGHT.
Materials filed with the SEC will be available electronically
without charge at the SEC’s website, http://www.sec.gov.
Documents filed with the SEC may also be obtained without charge at
the Company’s website, http://ir.nio.com.
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 (or the
EL6), 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 ET9, a smart electric
executive flagship, the ET7, a smart electric flagship sedan, the
ET5, a mid-size smart electric sedan, and the ET5T, a smart
electric tourer.
For more information, please visit: http://ir.nio.com
Investor Relationsir@nio.com
Media Relationsglobal.press@nio.com
NIO (NYSE:NIO)
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