Tender Offers for NIO Inc.

Form Type: SC TO-I

Filing Date: 2024-12-26

Corporate Action: Tender-offer

Type: New

Accession Number: 000110465924131564

Comments: NIO Inc. has filed a Tender Offer Statement under Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 concerning its 0.50% Convertible Senior Notes due 2027. This statement, effective from December 26, 2024, relates to the right of each holder of the Notes to require NIO to repurchase them as detailed in the 'Repurchase Right Notice' dated the same day. The Company has entered into private transactions resulting in the exchange of approximately $127.1 million principal amount of the Notes into American depositary shares (ADSs), issuing 27.7 million ADSs, and as of December 25, 2024, $378.5 million of the Notes remain outstanding. The filing includes necessary disclosures and complies with Rule 13e-4(c)(2). NIO's financial condition is highlighted as not material for the decision of holders regarding the Notes, as the repurchase consideration consists solely of cash, and there are no financing conditions. The document incorporates other relevant notices and exhibits, providing further details on the tender offer and related transactions.

Document Link: View Document

Additional details:

Title Of Class: 0.50% Convertible Senior Notes due 2027


Cusip Number: 62914VAF3


Repurchase Right Notice Date: 2024-12-26


Total Amount Of Notes Exchanged: US$127.1 million


Percentage Of Notes Exchanged: 25.1%


Total Ads Issued: 27.7 million


Remaining Principal Amount Of Notes Outstanding: US$378.5 million


Exchange Price Range: 207.04 to 227.59 ADSs per US$1,000 principal amount


Cancellation Of Shares: 27.7 million Class A ordinary shares