XIAMEN, China, July 1, 2019 /PRNewswire/ -- Qudian Inc.
("Qudian" or the "Company") (NYSE: QD), a leading provider of
online small consumer credit products in China, today closed
its previously announced offering of US$300
million in aggregate principal amount of convertible senior
notes due 2026 (the "Notes") and the sale of an additional
US$45 million aggregate principal
amount of such Notes pursuant to the exercise in full by the
initial purchasers of their option to purchase additional notes
(collectively, the "Notes Offering").
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, including the exercise of
the option to purchase additional Notes, 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 used approximately US$28.2 million 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). 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.
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.
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.
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.