XIAMEN, China, June 25, 2019 /PRNewswire/ -- Qudian Inc. ("Qudian" or the
"Company") (NYSE: QD), a leading provider of online small consumer
credit products in China, today announced that it proposes to
offer (the "Notes Offering") up to US$250
million in aggregate principal amount of convertible senior
notes due 2026 (the "Notes"). The initial conversion rate, interest
rate and other terms of the Notes have not been finalized and will
be determined at the time of pricing of the Notes Offering. The
Company intends to grant the initial purchasers in the Notes
Offering a 30-day option to purchase up to an additional
US$37.5 million aggregate principal
amount of the Notes. The Notes Offering is subject to market
conditions and other factors.
The Notes will be convertible into American Depositary Shares
("ADSs") 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 July 1, 2026,
and will mature on July 1, 2026,
unless repurchased, redeemed 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 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, the ADSs deliverable upon conversion of the Notes 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 any state securities laws. They may not
be offered or sold within the United
States or to U.S. persons absent registration, except to
qualified institutional buyers in reliance on the exemption from
registration provided by Rule 144A under the Securities Act and to
certain non-U.S. persons in offshore transactions in reliance on
Regulation S under the Securities Act.
In connection with the pricing of the Notes, the Company intends
to enter into capped call transactions with one or more of the
initial purchasers and/or their respective affiliates and/or other
financial institutions (the "Option Counterparties"). 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. The effect, if any, of this activity,
including the direction or magnitude, on the market price of the
Company's ADSs or the price of the Notes will depend on a variety
of factors, including market conditions, and cannot be ascertained
at this time.
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.
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
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 U.S. Securities and Exchange Commission ("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 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.