SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16 UNDER
THE SECURITIES EXCHANGE ACT OF 1934
For the month of December 2021
Commission File Number 001-38896
Luckin Coffee Inc.
(Exact Name of Registrant as Specified in Its Charter)
28th Floor, Building T3, Haixi Jingu Plaza
1-3 Taibei Road
Siming District, Xiamen City, Fujian
People’s Republic of China, 361008
(Address of principal executive office)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.
Form 20-F x Form 40-F ¨
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ¨
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ¨
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
|Luckin Coffee Inc.
|December 22, 2021
|/s/ Reinout Hendrik Schakel
|Reinout Hendrik Schakel
|Chief Financial Officer and Chief Strategy Officer
|Press release entitled “Luckin Coffee Announces Scheme of Arrangement Relating to Its Convertible Senior Notes Due 2025 Has Become Effective”
|Scheme Effective Notice
|Notice of Extension: Scheme Distribution Longstop Time
Luckin Coffee Announces Scheme of Arrangement
Relating to Its Convertible
Senior Notes Due 2025 Has Become Effective
BEIJING, December 22, 2021 (GLOBE NEWSWIRE) — Luckin Coffee Inc. (in Provisional Liquidation) (“Luckin Coffee” or the “Company”) (OTC: LKNCY) announced today that its scheme of arrangement (the “Scheme”) became effective on December 17, 2021 (the “Scheme Effective Date”). The Scheme was proposed by Luckin Coffee with the support of its Joint Provisional Liquidators,1 in relation to the restructuring of its US$460 million 0.75% Convertible Senior Notes due 2025 (the “Existing Notes”).
Scheme Enforcement Hearing
At a hearing before the United States Bankruptcy Court for the Southern District of New York (the “Bankruptcy Court”) on December 16, 2021, the Bankruptcy Court granted the Joint Provisional Liquidators’ motion for entry of a final order giving full force and effect to the Scheme in the territorial jurisdiction of the United States (the “Scheme Enforcement Order”). The hearing followed overwhelming support for the Scheme, including the previously announced unanimous approval for the Scheme by the voting creditors affected by the Scheme and sanction of the Scheme by the Cayman Court. The Bankruptcy Court entered the Scheme Enforcement Order the following day, December 17, 2021, which was a condition precedent to the effectiveness of the Scheme.
Scheme Becomes Effective
Each of the conditions necessary for the Scheme to become effective following entry of the Scheme Enforcement Order has been satisfied. A copy of the notice of the occurrence of the Scheme Effective Date is attached as Exhibit 99.2 to the Current Report on Form 6-K furnished by the Company to the Securities and Exchange Commission today.
The restructuring contemplated in the Scheme is expected to become effective on or about January 28, 2022 (the “Restructuring Effective Date”). In the interim, the Company will complete the tender process with respect to the Existing Notes and related procedures and calculations necessary to distribute the consideration under the Scheme to the Scheme Creditors. To permit completion of these tasks, the latest day by which the Scheme must be implemented (the “Scheme Distribution Longstop Time”) has been extended to January 28, 2022, in accordance with the Scheme, provided that the Scheme Distribution Longstop Time may be further extended in certain circumstances. A copy of the notice regarding the extension of the Scheme Distribution Longstop Time is attached as Exhibit 99.3 to the Current Report on Form 6-K furnished by the Company to the Securities and Exchange Commission today.
1 As previously reported, on July 15, 2020, the Grand Court of the Cayman Islands (the “Cayman Court”) appointed Alexander Lawson of Alvarez & Marsal Cayman Islands Limited and Wing Sze Tiffany Wong of Alvarez & Marsal Asia Limited to act as “light-touch” Joint Provisional Liquidators of Luckin Coffee (the “Joint Provisional Liquidators”). Luckin Coffee continues to operate its business under the day-to-day control of its Board of Directors and the supervision of the Joint Provisional Liquidators.
“We are grateful for the overwhelming support of our creditors and the guidance of the Joint Provisional Liquidators throughout the proceedings in the Cayman Islands and the United States,” said Dr. Jinyi Guo, Chairman and Chief Executive Officer of Luckin Coffee. “The Scheme is now effective, which will allow us to implement the restructuring of our Existing Notes and begin the next chapter for Luckin Coffee. Our team remains focused on the execution of our strategy, delivering sustainable growth and profitability while providing outstanding products and services to our customers and meaningful value for our shareholders.”
In connection with the Company’s debt restructuring and the Scheme, Luckin Coffee is advised by Davis Polk & Wardwell LLP as legal counsel, Harney Westwood & Riegels as Cayman Islands legal counsel and Houlihan Lokey as financial advisor. The Joint Provisional Liquidators are represented by DLA Piper LLP (US) in the United States and Campbells LLP in the Cayman Islands. Holders of Existing Notes may contact Houlihan Lokey at HL_Lake@HL.com or the Joint Provisional Liquidators at firstname.lastname@example.org with any questions regarding the Scheme and related proceedings.
Safe Harbor Statement
This announcement contains forward-looking statements within the meaning of Section 21E of the U.S. 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. Luckin Coffee 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, including Joint Provisional Liquidators. Any statements that are not historical facts, including statements about Luckin Coffee’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 expense, timing and outcome of existing or future legal and governmental proceedings, investigations in connection with Luckin Coffee; the outcome and effect of the ongoing restructuring of Luckin Coffee’s financial obligations; Luckin Coffee’s growth strategies; its future business development, results of operations and financial condition; the effect of the non-reliance identified in, and the resultant restatement of, certain of Luckin Coffee’s previously issued financial results; the timing of the completion or outcome of the audit of Luckin Coffee’s financial statements; the effectiveness of its internal control; its ability to retain and attract its customers; its ability to maintain and enhance the recognition and reputation of its brand; its ability to maintain and improve quality control policies and measures; its ability to establish and maintain relationships with its suppliers and business partners; trends and competition in China’s coffee industry or China’s food and beverage sector in general; changes in its revenues and certain cost or expense items; the expected growth of China’s coffee industry or China’s food and beverage sector in general; PRC governmental policies and regulations relating to Luckin Coffee’s industry; the potential effects of COVID-19; 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 Luckin Coffee’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 Luckin Coffee undertakes no obligation to update any forward-looking statement, except as required under applicable law.
About Luckin Coffee
Luckin Coffee (OTC:LKNCY) has pioneered a technology-driven retail network to provide coffee and other products of high quality, high convenience, and high affordability to customers. Empowered by proprietary technologies, Luckin Coffee pursues its vision to build a world-class coffee brand and become a part of everyone’s daily life. Luckin Coffee was founded in 2017 and is based in China. For more information, please visit investor.luckincoffee.com.
Investor and Media Contacts
Luckin Coffee IR
Bill Zima / Fitzhugh Taylor
Phone: 646 880 9039
Luckin Coffee PR
Ed Trissel / Jack Kelleher
Joele Frank, Wilkinson Brimmer Katcher
Phone: 212 355 4449
Luckin Coffee Inc. (In Provisional Liquidation)
US$460,000,000 0.75 percent Convertible Senior Notes due 2025
(CUSIP 54951LAA7) (the Existing Notes)
SCHEME EFFECTIVE NOTICE
Capitalised terms used in this Notice shall have the same meaning as in the explanatory statement dated 27 October 2021 (the Explanatory Statement) relating to the proposed scheme of arrangement under section 86 of the Companies Act (2021 Revision) of the Cayman Islands (the Scheme) between Luckin Coffee Inc. (In Provisional Liquidation) (the Company) and the Scheme Creditors (as defined in the Scheme).
Scheme Effective Date
Following the hearing which took place before the Grand Court of the Cayman Islands (the Cayman Court) on 13 December 2021, the Cayman Court made an Order (the Sanction Order) sanctioning the Scheme. A copy of the Sanction Order was filed with the Registrar of Companies in the Cayman Islands on 15 December 2021.
On 17 December 2021 the United States Bankruptcy Court for the Southern District of New York entered a final order recognising the Scheme pursuant to Chapter 15 of the United States Bankruptcy Code (the Chapter 15 Enforcement Order), in the territorial jurisdiction of the United States.
Copies of the Sanction Order and the Chapter 15 Enforcement Order are available on the Scheme Website (https://dm.epiq11.com/luckinscheme).
For the purpose of Clause 7.4 of the Scheme, notice is hereby given that each of the conditions to the effectiveness of the Scheme has occurred and that the “Scheme Effective Date” is 17 December 2021.
The provisions of the Scheme will now take effect in accordance with their terms. Please see further below for important information about the Restructuring Effective Date.
Scheme Creditors are notified of the following important dates/deadlines requiring further action by Scheme Creditors:
|Cayman Islands / New York time
|Tender Participation Deadline
|5:00 p.m., 20 January 2022
|Equity Conversion Option Date
|5:00 p.m., 20 January 2022
Pursuant to the Scheme, in order to receive distributions of Scheme Consideration (including the Equity Conversion Consideration) on the Restructuring Effective Date (and, if applicable, Top-Up ADSs and Net-Loss ADSs on the Top-Up Issue Date), Scheme Creditors are required to submit their Account Holder Letter (at Appendix 7 of the Explanatory Statement), if they have not already done so, and participate in the Tender Process by the Tender Participation Deadline. Important: The Tender Instruction regarding the Tender Process accompanies this Notice. A Scheme Creditor must provide the Tender Instruction to its bank, broker or other “DTC Participant” to ensure that its Existing Notes are tendered in accordance with the Tender Process on or before the Tender Participation Deadline.
The Restructuring Effective Date under the Scheme is expected to occur on or around 28 January 2022, subject to the satisfaction or waiver of the Restructuring Conditions in accordance with the terms of the Scheme. The Company will provide notice of the Restructuring Effective Date in due course.
The Scheme Distribution Longstop Time (as extended) is 28 January 2022.
For further information in respect of the Scheme, please contact:
The Information Agent
Epiq Corporate Restructuring, LLC,
Alternatively, you may contact the JPLs as follows:
|Mr. Alexander Lawson
|Ms.Wing Sze Tiffany Wong
|Alvarez & Marsal Cayman Islands Limited
|Alvarez& Marsal Asia Limited
|Flagship Building, 2nd Floor
|Rooms 405-7, 4F, St George’s Building
|70 Harbour Drive, George Town
|2 Ice House Street
|Grand Cayman, KY1-1104, Cayman Islands
21 December 2021
This announcement does not constitute an offer to sell or the solicitation of an offer to buy any securities in the United States or any other jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No securities may be offered or sold in the United States absent registration or an applicable exemption from registration under the U.S. Securities Act of 1933, as amended. The Company does not intend to register any offering (or any portion thereof) in the United States or to conduct any public offering of securities in the United States.
IN THE GRAND COURT OF THE CAYMAN ISLANDS
FINANCIAL SERVICES DIVISION
CAUSE NO. FSD 276 OF 2021 (ASCJ)
IN THE MATTER OF THE COMPANIES ACT (2021 REVISION)
AND IN THE MATTER OF LUCKIN COFFEE INC. (IN PROVISIONAL LIQUIDATION)
NOTICE OF EXTENSION: SCHEME DISTRIBUTION LONGSTOP TIME
FOR THE ATTENTION OF ALL SCHEME CREDITORS
In relation to the scheme of arrangement under section 86 of the Companies Act (2021 Revision) between Luckin Coffee Inc. (In Provisional Liquidation) and certain of its creditors (the Scheme), as sanctioned by order of the Grand Court of the Cayman Islands dated 13 December 2021. Capitalised terms used in this Notice shall have the same meanings as ascribed to them in the Scheme.
The Company hereby gives notice that, pursuant to Clause 7.8 of the Scheme, the Company and the Joint Provisional Liquidators, by agreement with the Ad Hoc Group of Consenting Noteholders, have extended the Scheme Distribution Longstop Time for twenty-eight (28) days, from 31 December 2021 to 28 January 2022.
Please see the Scheme Website (https://dm.epiq11.com/luckinscheme) for further information or alternatively, direct any queries by email to the Information Agent at LuckinAHL@epiqglobal.com (Attn: “Luckin”).
Date: 21 December 2021
LUCKIN COFFEE INC. (IN PROVISIONAL LIQUIDATION)