Preferred Stock Channel
TuanChe Ltd | 6.50% tMEDS (TC.PRT)

Prospectus excerpt:  We are offering 8,800,000 of our Tangible Equity Units, or "tMEDS." Each tMEDS has a stated amount of $25. Each tMEDS is a unit composed of a prepaid stock purchase contract and a senior amortizing note due May 15, 2015 issued by us, which has an initial principal amount of $4.075312 and a final installment payment date of May 15, 2015.

Unless settled earlier at the holder's option, each purchase contract will automatically settle on the mandatory settlement date of May 15, 2015 and we will deliver a number of shares of our common stock, based on the applicable market value. The applicable market value is the average of the daily volume weighted average prices, of our common stock for the 20 consecutive trading days ending on, and including the third trading day immediately preceding, May 15, 2015. On the mandatory settlement date, each purchase contract will settle, unless earlier settled, as follows (subject to adjustment): if the applicable market value is equal to or greater than $5.45, you will receive 4.5855 shares of common stock for each purchase contract; if the applicable market value is less than $5.45 but greater than $4.64, you will receive a number of shares of common stock per purchase contract equal to $25, divided by the applicable market value; and if the applicable market value is less than or equal to $4.64, you will receive 5.3879 shares of common stock for each purchase contract.

At any time prior to 5:00 p.m., New York City time on the third scheduled trading day immediately preceding May 15, 2015, you may settle any or all of your purchase contracts early and we will deliver you a number of shares of our common stock per purchase contract equal to: (i) if you settle purchase contracts prior to 5:00 p.m., New York City time, on November 10, 2012, 4.3562, which is 95% of the minimum settlement rate, and (ii) if you settle purchase contracts commencing on November 11, 2012, 4.5855, the minimum settlement rate, subject in either case to adjustment as described under "Description of the purchase contracts?Adjustments to the fixed settlement rates." In addition, if a fundamental change (as defined in this prospectus supplement) occurs and you elect to settle your purchase contracts early in connection with the fundamental change, you will receive a number of shares of our common stock based on the fundamental change early settlement rate, as described herein. Except for cash in lieu of fractional shares, purchase contracts will not entitle holders to any cash distributions.

The amortizing notes will pay you equal quarterly installments of $0.406250 per amortizing note (except for the August 15, 2012 installment payment, which will be $0.424306), which in the aggregate will be equivalent to a 6.50% cash payment per year with respect to each $25 stated amount of tMEDS. The amortizing notes will be our senior unsecured obligations, and will rank equally in right of payment to our existing and future senior indebtedness, including the 7.375% Senior Notes due 2018 and the Senior Notes due 2019 offered concurrently with this offering.

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Alternate symbology:TC-T, TC-PT, TCprT
Redeemable?:Yes
Call Date:5/15/2015 (Now Trading Post Call Date)
Maturity Date:5/15/2015
Cumulative?:Yes
Conversion Ratio:4.5855 to 5.3879
Conversion Price:$4.64 to $5.45
Shares Offered:8,800,000
Overallotment:1,200,000
Liquidation Preference:$25.00
Original Coupon:6.50%
Pay Period:Quarterly
Pay Dates:15-Feb, 15-May, 15-Aug, 15-Nov
CDx3 Compliance Rating: Learn TC.PRT's Rating
TuanChe is a holding company. Through its subsidiaries, variable interest entities (VIEs) and subsidiaries of VIEs, Co. is engaged in the operation of providing auto shows, group-purchase facilitation, promotion events services, virtual dealership, online marketing services and others related businesses in the People's Republic of China. Co. turns individual and isolated automobile purchase transactions into collective purchase activities through its auto shows. Co. functions as a virtual dealership connecting automakers and franchised dealerships with secondary dealers by providing a suite of services undertaken by franchised dealerships without setting up permanent physical presence.

Preferred: TC.PRT


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Name:  TuanChe Ltd
Website:  www.tuanche.com
Sector:  Advertising
Number of ETFs Holding TC:  1 (see which ones)
Total Market Value Held by ETFs:  $83,528

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