UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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SCHEDULE TO
(RULE 14d-100)
TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR
13(e)(1) |
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Li Auto Inc. (Name of Subject Company (Issuer))
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Li Auto Inc. (Name of Filing Person (Issuer)) |
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0.25% Convertible Senior Notes due 2028 (Title of Class of Securities)
50202M AB8 (CUSIP Number of Class of Securities) |
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Tie Li Chief Financial Officer Li Auto Inc. 11 Wenliang Street +86 (10) 8742-7209
with copy to:
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Haiping Li, Esq. Skadden, Arps, Slate, Meagher & Flom LLP c/o 42/F, Edinburgh Tower The Landmark 15 Queen’s Road Central Hong Kong +852 3740-4700 |
| (Name, address and telephone number of person authorized to receive notices and communications on behalf of the filing person) |
¨ Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.
Check the appropriate boxes below to designate any transactions to which the statement relates:
¨ third-party tender offer subject to Rule 14d-1. x issuer tender offer subject to Rule 13e-4. ¨ going-private transaction subject to Rule 13e-3. ¨ amendment to Schedule 13D under Rule 13d-2.
Check the following box if the filing is a final amendment reporting the results of the tender offer: x
If applicable, check the appropriate box(es) below to designate the appropriate rule provision(s) relied upon:
¨ Rule 13e-4(i) (Cross-Border Issuer Tender Offer) ¨ Rule 14d-1(d) (Cross-Border Third-Party Tender Offer) |
INTRODUCTORY STATEMENT
This Amendment No. 1 to the Schedule TO (this “Amendment No. 1”) amends and supplements the Tender Offer Statement on Schedule TO that was initially filed by Li Auto Inc. (the “Company”) on March 27, 2024 (the “Schedule TO”) relating to the Company’s 0.25% Convertible Senior Notes due 2028 (the “Notes”). This Amendment No. 1 relates to the final results of the Company’s repurchase of the Notes that have been validly surrendered for repurchase and not withdrawn pursuant to the Company’s Put Right Notice to the holders of the Notes (the “Holders”) dated March 27, 2024 (the “Put Right Notice”). The information contained in the Schedule TO, including the Put Right Notice, as supplemented and amended by the information contained in Item 11 below, is incorporated herein by reference. Except as specifically provided herein, this Amendment No. 1 does not modify any of the information previously reported on the Schedule TO.
This Amendment No. 1 amends and supplements the Schedule TO as set forth below and constitutes the final amendment to the Schedule TO. This Amendment No. 1 is intended to satisfy the disclosure requirements of Rule 13e-4(c)(4) under the Securities Exchange Act of 1934, as amended.
ITEM 11. ADDITIONAL INFORMATION.
Item 11 of the Schedule TO is hereby amended and supplemented to include the following information:
The Put Right expired at 5:00 p.m., New York City time, on Monday, April 29, 2024 (the “Expiration Date”). The Company has been advised by Deutsche Bank Trust Company Americas, as paying agent (the “Paying Agent”), that pursuant to the terms of the Put Right Notice, no Notes were surrendered for repurchase pursuant to Holders’ Put Right as of the Expiration Date. Following the Expiration Date, US$862,500,000 aggregate principal amount of the Notes will remain outstanding and continue to be subject to the existing terms of the Indenture and the Notes.
ITEM 12. EXHIBITS.
| (a)(1)* | Put Right Notice to Holders of 0.25% Convertible Senior Notes due 2028 issued by the Company, dated as of March 27, 2024. |
| (a)(5)(A)* | Press Release issued by the Company, dated as of March 27, 2024. |
| (a)(5)(B)† | Press Release issued by the Company, dated as of April 30, 2024. |
| (b) | Not applicable. |
| (g) | Not applicable. |
| (h) | Not applicable. |
| 107† | Filing Fee Table. |
| * | Previously filed. | |
| † | Filed herewith. |
EXHIBIT INDEX
| * | Previously filed. |
| † | Filed herewith. |
SIGNATURE
After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
| Li Auto Inc. | ||
| By: | /s/ Tie Li | |
| Name: | Tie Li | |
| Title: | Director and Chief Financial Officer | |
Dated: April 30, 2024
Exhibit (a)(5)(B)
Li Auto Inc. Announces Completion of the Put Right Offer for Its 0.25% Convertible Senior Notes due 2028
BEIJING, China, April 30, 2024 — Li Auto Inc. (“Li Auto” or the “Company”) (Nasdaq: LI; HKEX: 2015), a leader in China’s new energy vehicle market, today announced that it has completed its previously announced put right offer relating to its 0.25% Convertible Senior Notes due 2028 (CUSIP No. 50202M AB8) (the “Notes”). The put right offer expired at 5:00 p.m., New York City time, on Monday, April 29, 2024.
Based on the information from Deutsche Bank Trust Company Americas as paying agent for the Notes, no Notes were surrendered for repurchase pursuant to holders’ put right prior to the expiration of the put right offer. Following the Expiration Date, US$862,500,000 aggregate principal amount of the Notes will remain outstanding and continue to be subject to the existing terms of the Indenture and the Notes.
Materials filed with the SEC will be available electronically without charge at the SEC’s website, https://www.sec.gov. Documents filed with the SEC may also be obtained without charge at the Company’s website, https://ir.lixiang.com.
About Li Auto Inc.
Li Auto Inc. is a leader in China’s new energy vehicle market. The Company designs, develops, manufactures, and sells premium smart electric vehicles. Its mission is: Create a Mobile Home, Create Happiness (创造移动的家,创造幸福的家). Through innovations in product, technology, and business model, the Company provides families with safe, convenient, and comfortable products and services. Li Auto is a pioneer to successfully commercialize extended-range electric vehicles in China. The Company started volume production in November 2019. Its current model lineup includes Li MEGA, a high-tech flagship family MPV, Li L9, a six-seat flagship family SUV, Li L8, a six-seat premium family SUV, Li L7, a five-seat flagship family SUV, and Li L6, a five-seat premium family SUV. The Company leverages technology to create value for its users. It concentrates its in-house development efforts on its proprietary range extension system, next-generation electric vehicle technology, and smart vehicle solutions while expanding its product line by developing new BEVs and EREVs to target a broader user base.
For more information, please visit: https://ir.lixiang.com.
For investor and media inquiries, please contact:
Li Auto Inc.
Investor Relations
Email: ir@lixiang.com
Piacente Financial Communications
Brandi Piacente
Tel: +1-212-481-2050
+86-10-6508-0677
Email: Li@tpg-ir.com
Exhibit 107
Calculation of Filing Fee Table
Schedule TO
(Form Type)
Li Auto Inc.
(Name of Issuer)
Table 1 — Transaction Valuation
| Transaction Valuation | Fee Rate | Amount of Filing Fee | ||||||||||
| Fees to Be Paid | — | 0.00014760 | (2) | — | ||||||||
| Fees Previously Paid | $ | 862,500,000.00 | (1) | $ | 127,305.00 | (2) | ||||||
| Total Transaction Valuation | $ | 862,500,000.00 | ||||||||||
| Total Fees Due for Filing | $ | 127,305.00 | (2) | |||||||||
| Total Fees Previously Paid | $ | 127,305.00 | (2) | |||||||||
| Total Fee Offsets | — | |||||||||||
| Net Fee Due | — | |||||||||||
| (1) | Calculated solely for purposes of determining the filing fee. The purchase price of the 0.25% Convertible Senior Notes due 2028 is US$1,000 per US$1,000 principal amount outstanding. As of March 26, 2024, there was US$862,500,000.00 aggregate principal amount of Notes outstanding, resulting in an aggregate maximum purchase price of US$862,500,000.00 (excluding accrued but unpaid special interest, if any). |
| (2) | The filing fee of $127,305.00 was previously paid in connection with the filing of the Tender Offer Statement on Schedule TO on March 27, 2024 by Li Auto Inc. (File No. 005-91611). The amount of the filing fee was calculated in accordance with Rule 0-11 of the Securities Exchange Act of 1934, as amended, and equals $147.60 per $1,000,000 of the transaction valuation. |