On April 29, Nio (NYSE:NIO) announced that it had secured $1 billion in funding to carry on building electric vehicles. Nio stock jumped 8% on the news. However, shares have been sideways ever since.
Is there something holding back investor enthusiasm for the funding arrangement? You better believe it. Here’s the breakdown.
75% of What?
Three companies are investing in Nio: Hefei City Construction and Investment Holding, CMG-SDIC Capital, and Anhui Provincial Emerging Industry Investment. They are collectively investing 7 billion yuan, or approximately $1 billion, into the company.
The trickier part of the arrangement is that the investment is going into a newly established company, Nio China.
As part of the investment, Nio will transfer its Chinese assets (valued at approximately 17.77 billion yuan or $2.5 billion) into the new company as well as 4.26 billion yuan ($600 million) cash in exchange for 75.9% of the business. The three investors will hold the remaining 24.1% of Nio China. The deal is expected to close by the end of June.
The $2.5 billion asset contribution is valued at 85% of Nio’s average market value of the 30 trading days preceding April 21.
What About Debt?
Simple enough. But those numbers don’t include debt.
Nio had $1.16 billion in short- and long-term debt at the end of December. It also had current and long-term operating lease liabilities of $317 million, bringing total debt to $1.48 billion. Add in the $200 million in short-term convertible notes it raised in February and another $235 million in April and you get to a total debt of $1.92 billion.
Based on a market capitalization of $3.62 billion and $574.8 million ($139.8 million on the balance sheet plus $435 million in cash for new debt), Nio has an enterprise value of approximately $5 billion.
Nowhere in the company’s press release about the $1 billion investment in Nio China does it say anything about the debt.
Kudos to The Motley Fool’s John Rosevear for pointing this out recently:
“That all seems well and good, but NIO has yet to clarify why it’s using this structure for the deal, what will happen to its assets outside of China, and what will happen to the roughly $1 billion in debt that it had as of the end of 2019 — all very important questions from an American investor’s perspective.”
Are we to assume that Nio’s non-Chinese assets are worth approximately $543 million ($3.62 billion market cap times 15%) because the investment agreement valued Nio’s asset transferred to Nio China at 85% of market value?
What Does This Mean for NIO Stock?
What are Nio shareholders getting for their 75.9% stake in Nio China? That’s a good question.
Based on 85% of the assets being transferred to Nio China and an enterprise value for the entire company of $5 billion, my back-of-the-napkin calculation would be $3.23 billion for its stake in Nio China (75.9% of $4.25 billion, which is 85% of $5 billion). Add in the estimated enterprise value of $750 million for 100% of the non-Chinese part of its business, and you get $4 billion.
Add in the $1 billion investment and you’re back to a $5 billion enterprise value.
As far as I can tell, the deal was structured this way so that if Nio can make a go of it outside China, its existing investors will benefit from that success, while the new investors are merely hoping to make its business in China a success.
Did the company pay too high a price for that billion dollars in funding?
On April 29, in addition to announcing its $1 billion investment, it also notified investors that it would have to delay filing its 20-F to incorporate the details from this investment. Nio is expected to file its 20-F soon. We’ll know more then.
Nio needed the money. Both parties gave up something to get something. Often, those are the best kind of transactions.
Will Ashworth has written about investments full-time since 2008. Publications where he’s appeared include InvestorPlace, The Motley Fool Canada, Investopedia, Kiplinger, and several others in both the U.S. and Canada. He particularly enjoys creating model portfolios that stand the test of time. He lives in Halifax, Nova Scotia. At the time of this writing Will Ashworth did not hold a position in any of the aforementioned securities.