NIO Inc. (NIO) Announces Proposed Offering of $1 Billion Convertible Senior Notes

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 a proposed offering (the “Notes Offering”) 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”), subject to market conditions and other factors. The Company intends to grant 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 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 interest rate, initial conversion rate and other terms of the Notes will be determined at the time of pricing of the Notes.

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, and the remainder mainly to further strengthen its balance sheet position as well as for general corporate purposes. 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 of 1933, as amended (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.

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 there can be no assurance that the Notes Offering will be completed. The Notes Offering is not contingent on the closing of any repurchase of the existing debt securities.

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