Authorization

Luckin Coffee Inc. Announces Pricing of US$400 Million Convertible Senior Notes

BEIJING, Jan. 10, 2020 (GLOBE NEWSWIRE) -- Luckin Coffee Inc. (a??Luckin Coffeea?? or the a??Companya??) (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 a??Notes Offeringa??) of US$400 million in aggregate principal amount of convertible senior notes due 2025 (the a??Notesa??). 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 forA 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, JanuaryA 14, 2020 and will be payable semiannually in arrears on JanuaryA 15 and JulyA 15 of each year, beginning on JulyA 15, 2020. The Notes will be senior, unsecured obligations of Luckin Coffee. The Notes will mature on JanuaryA 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 onA JanuaryA 15, 2023 or in the event of certain fundamental changes.The Notes will be convertible into American Depositary Shares (a??ADSsa??) (each currently representing eight ClassA 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 a??Concurrent ADSs Offeringa??). 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 RuleA 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 a??Securities Acta??). The Notes, the ADSs deliverable upon conversion of the Notes and the ClassA 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.
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