XIAMEN, China, June 27, 2019 /PRNewswire/ -- Qudian Inc.
("Qudian" or the "Company") (NYSE: QD), a leading provider of
online small consumer credit products in China, today
announced the pricing of its previously announced offering (the
"Notes Offering") of US$300 million
in aggregate principal amount of convertible senior notes due 2026
(the "Notes"). The Company granted the initial purchasers in the
Notes Offering a 30-day option to purchase up to an additional
US$45 million aggregate principal
amount of the Notes.
The Notes will bear interest at a rate of 1.00% per year,
payable semi-annually in arrears on July
1 and January 1 of each year,
beginning on January 1, 2020. The
Notes will mature on July 1, 2026,
unless earlier redeemed, repurchased or converted in accordance
with their terms prior to such date. The Company will not have the
right to redeem the Notes prior to maturity, unless certain changes
in tax law or related events occur. It is contemplated that the
holders of the Notes may require the Company to repurchase all or
part of their Notes in cash on July 1,
2022 or in the event of certain fundamental changes, in each
case at a repurchase price equal to 100% of the principal amount of
the notes to be repurchased, plus any accrued and unpaid interest
to, but excluding, the repurchase date or the fundamental change
repurchase date, as the case may be. The Notes will be convertible
into American Depositary Shares ("ADSs") of the Company, each
representing one Class A ordinary share of the Company, at the
option of the holders at any time prior to the close of business on
the second scheduled trading day immediately preceding the maturity
date, based on an initial conversion rate of 106.2756 of the ADSs
per US$1,000 principal amount of
Notes (which is equivalent to an initial conversion price of
approximately US$9.41 per ADS and
represents a conversion premium of approximately 27.5% above the
New York Stock Exchange closing price of the Company's ADSs on
June 26, 2019, which was US$7.38 per ADS). The conversion rate for the
Notes is subject to adjustment upon the occurrence of certain
events.
The Company intends to use the net proceeds from the Notes
Offering to pay the cost of certain capped call transactions
described below and for general corporate purposes, including (i)
strategic investments in complementary businesses, (ii) development
of our open platform and (iii) potential share repurchases.
The Notes have been offered in the
United States to qualified institutional buyers pursuant to
Rule 144A and to non-U.S. persons outside the United States in reliance on Regulation S
under the Securities Act of 1933, as amended (the "Securities
Act"). The Notes, the ADSs deliverable upon conversion of the Notes
prior to the resale restriction termination date and the Class A
ordinary shares represented thereby have not been and will not be
registered under the Securities Act or the securities laws of any
other place and may not be offered or sold in the United States absent registration or an
applicable exemption from registration requirements.
In connection with the Notes Offering, the Company has entered
into capped call transactions with one or more of the initial
purchasers and/or their respective affiliates (the "Option
Counterparties") and intends to use a portion of the net proceeds
of the Notes Offering to pay the cost of such transactions. The
capped call transactions are generally expected to reduce potential
dilution to existing holders of the Class A ordinary shares and
ADSs of the Company upon conversion of the Notes, with such
reduction subject to a cap, and subject to the Company's ability to
elect, subject to certain conditions, to settle the capped call
transactions in cash (in which case the Company would not receive
any ADSs from the Option Counterparties upon settlement of the
capped call transactions). If the initial purchasers exercise their
option to purchase additional Notes, the Company expects to enter
into additional capped call transactions. As part of establishing
their initial hedges of the capped call transactions, the Option
Counterparties or their respective affiliates expect to trade the
ADSs and/or enter into various derivative transactions with respect
to the Company's ADSs concurrently with, or shortly after, the
pricing of the Notes. This activity could increase (or reduce the
size of any decrease in) the market price of the ADSs or the price
of the Notes at that time. If any such capped call transactions
fail to become effective, whether or not the Notes Offering is
completed, the Option Counterparties may unwind their hedge
positions with respect to the ADSs, which could adversely affect
the value of the ADSs and, if the Notes have been issued, the value
of the Notes.
In addition, the Option Counterparties or their respective
affiliates may modify their hedge positions by entering into or
unwinding various derivative transactions with respect to the
Company's ADSs, the Notes or other securities of the Company and/or
purchasing or selling the Company's ADSs, the Notes or other
securities of the Company in secondary market transactions
following the pricing of the Notes and prior to the maturity of the
Notes (and are likely to do so following any conversion of the
Notes, or repurchase of the Notes by the Company on any fundamental
change repurchase date, the repurchase date or otherwise, in each
case, if the Company exercises the relevant election under the
capped call transactions). This activity could also cause or avoid
an increase or a decrease in the market price of the ADSs or the
price of the Notes, which could affect noteholders' decision to
convert the Notes and, to the extent the activity occurs around the
time of any conversion of the Notes, could affect the amount and
value of the consideration that noteholders will receive upon
conversion of such Notes.
The cap price of the capped call transactions initially
represents a premium of 75% to the NYSE closing price of the
Company's ADSs on June 26, 2019,
which was US$7.38 per ADS, and is
subject to adjustment under the terms of the capped call
transactions.
The Company expects to close the Notes Offering on or about
July 1, 2019, 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
offering of the Notes, and there can be no assurance that the
offering will be completed.
About Qudian Inc.
Qudian Inc. ("Qudian") is a leading provider of online small
consumer credit in China. The
Company uses big data-enabled technologies, such as artificial
intelligence and machine learning, to transform the consumer
finance experience in China. With
the mission to use technology to make personalized credit
accessible, Qudian targets hundreds of millions of young,
mobile-active consumers in China
who need access to small credit for their discretionary spending or
budget auto financing solutions but are underserved by traditional
financial institutions due to lack of traditional credit data.
Qudian's data technology capabilities combined with its operating
efficiencies allow Qudian to understand prospective borrowers from
different behavioral and transactional perspectives, assess their
credit profiles with regard to both their willingness and ability
to repay and offer them instantaneous and affordable credit
products with customized terms, and distinguish Qudian's business
and offerings.
For more information, please visit http://ir.qudian.com.
Safe Harbor Statement
This announcement contains forward-looking statements. These
statements are made under the "safe harbor" provisions of the
United States Private Securities Litigation Reform Act of 1995.
These forward-looking statements can be identified by terminology
such as "will," "expects," "anticipates," "future," "intends,"
"plans," "believes," "estimates" and similar statements. Among
other things, the expectation of its collection efficiency and
delinquency, contain forward-looking statements. Qudian may also
make written or oral forward-looking statements in its periodic
reports to 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 Qudian's
beliefs 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: Qudian's
goal and strategies; Qudian's expansion plans; Qudian's future
business development, financial condition and results of
operations; Qudian's expectations regarding demand for, and market
acceptance of, its credit products; Qudian's expectations regarding
keeping and strengthening its relationships with borrowers,
institutional funding partners, merchandise suppliers and other
parties it collaborate with; general economic and business
conditions; and assumptions underlying or related to any of the
foregoing. Further information regarding these and other risks is
included in Qudian's filings with the SEC. All information provided
in this press release and in the attachments is as of the date of
this press release, and Qudian does not undertake any obligation to
update any forward-looking statement, except as required under
applicable law.
For investor and media inquiries, please contact:
Qudian Inc.
Annie Huang
Tel: +86-592-591-1580
E-mail: ir@qudian.com
The Foote Group
Philip Lisio
Tel: +86-135-0116-6560
E-mail: qudian@thefootegroup.com
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SOURCE Qudian Inc.