Luckin Coffee Inc. Announces Pricing of US$400 Million Convertible Senior Notes
January 10 2020 - 11:00PM
Luckin Coffee Inc. (“Luckin Coffee” or the “Company”) (NASDAQ: LK),
a pioneer of a technology-driven new retail model to provide coffee
and other products of high quality, high affordability, and high
convenience to customers, today announced the pricing of its
previously announced offering (the “Notes Offering”) of US$400
million in aggregate principal amount of convertible senior notes
due 2025 (the “Notes”). The Company has granted the initial
purchasers in the Notes Offering an option to purchase up to an
additional US$60 million in aggregate principal amount of the
Notes.
The Company plans to use the net proceeds from the Notes
Offering for general corporate purposes, which may include
store network expansion, unmanned retail initiative, capital
expenditure, research and development, sales and marketing,
business development, international expansion, working capital, and
other general and administrative matters.
The Notes will bear interest at a rate of 0.75% per year.
Interest on the Notes will accrue from, and including,
January 14, 2020 and will be payable semiannually in arrears
on January 15 and July 15 of each year, beginning on
July 15, 2020. The Notes will be senior, unsecured obligations
of Luckin Coffee. The Notes will mature on January 15, 2025,
unless repurchased, redeemed or converted in accordance with their
terms prior to such date. The Company may not redeem the Notes
prior to maturity, unless certain tax-related events occur. Holders
of the Notes may require the Company to repurchase all or part of
their Notes in cash on January 15, 2023 or in the event
of certain fundamental changes.
The Notes will be convertible into American Depositary Shares
(“ADSs”) (each currently representing eight Class A ordinary
shares of the Company), at the option of the holders, at any time
prior to the close of business on the scheduled trading day
immediately preceding the maturity date. The initial conversion
rate of the Notes is 18.3150 ADSs per US$1,000 principal amount of
such Notes (which is equivalent to an initial conversion price of
approximately US$54.60 per ADS and represents a conversion premium
of approximately 30% above the public offering price in the
previously announced concurrent public offering of ADSs (the
“Concurrent ADSs Offering”). The conversion rate for the Notes is
subject to adjustment upon the occurrence of certain events. Upon
conversion, the Company will cause to be delivered to such
converting holders the ADSs, and pay cash in lieu of any fractional
ADSs.
The Notes have been offered and sold only 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 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.
The Company expects to close the Notes Offering on or
about January 14, 2020, subject to the satisfaction of
customary closing conditions. The closing of the Notes Offering is
not contingent on the closing of the Concurrent ADSs Offering, and
the closing of the Concurrent ADSs Offering is not contingent on
the closing of the Notes Offering.
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
offering of the Notes and the ADSs, and there can be no assurance
that any of the offerings will be completed.
Safe Harbor Statement
This announcement contains forward-looking statements within the
meaning of Section 21E of the Securities Exchange Act of 1934,
as amended. These forward-looking statements are made under the
“safe harbor” provisions of the U.S. Private Securities Litigation
Reform Act of 1995. These statements can be identified by
terminology such as “will,” “expects,” “anticipates,” “future,”
“intends,” “plans,” “believes,” “estimates,” “potential,”
“continue,” “ongoing,” “targets,” “guidance” and similar
statements. The Company may also make written or oral
forward-looking statements in its periodic reports to the U.S.
Securities and Exchange Commission (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. Any statements that are not historical
facts, including statements about the Company’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: the Company’s growth strategies; its
future business development, results of operations and financial
condition; its ability to understand buyer needs and provide
products and services to attract and retain buyers; its ability to
maintain and enhance the recognition and reputation of its brand;
its ability to rely on merchants and third-party logistics service
providers to provide delivery services to buyers; its ability to
maintain and improve quality control policies and measures; its
ability to establish and maintain relationships with merchants;
trends and competition in China’s e-commerce market; changes in its
revenues and certain cost or expense items; the expected growth of
China’s e-commerce market; PRC governmental policies and
regulations relating to the Company’s industry, and general
economic and business conditions globally and in China and
assumptions underlying or related to any of the foregoing. Further
information regarding these and other risks, uncertainties or
factors is included in the Company’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 the Company undertakes
no obligation to update any forward-looking statement, except as
required under applicable law.
About Luckin Coffee Inc.
Luckin Coffee Inc. (NASDAQ: LK) has pioneered a
technology-driven retail network to provide coffee and other
products of high quality, high affordability, and high convenience
to customers. Empowered by big data analytics, AI, and proprietary
technologies, the Company pursues its mission to be part of
everyone’s everyday life, starting with coffee. The Company was
founded in 2017 and is based in China. For more information,
please visit investor.luckincoffee.com.
Investor and Media Contacts
Investor Relations:Luckin Coffee Inc.
IREmail: ir@luckincoffee.com
Bill Zima / Fitzhugh TaylorICR, Inc.Phone: 646 880 9039
Media Relations:Luckin Coffee Inc.
PREmail: pr@luckincoffee.com
Ed Trissel / Scott Bisang / Jack
KelleherJoele Frank, Wilkinson Brimmer KatcherPhone: 212 355
4449
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