Trina Solar Prices Offering of ~10.33M ADS Convertible Senior Notes

Trina Solar Limited (NYSE: TSL)("Trina Solar" or the "Company"), a global leader in photovoltaic ("PV")modules, solutions and services, today announced the pricing of its previouslyannounced offering of US$100 million in aggregate principal amount ofconvertible senior notes due 2019 (the "Notes") (the "Notes Offering"). TrinaSolar has also granted to the underwriters in the Notes Offering a 30-dayoption to purchase up to an additional US$15 million in aggregate principalamount of the Notes.The Company also priced the concurrent offering of 10,333,785 AmericanDepositary Shares ("ADSs"), each representing 50 ordinary shares of theCompany, par value of US$0.00001 per share (the "ADS Offering"), 2,504,000 ofwhich (the "primary ADSs") are being offered and sold by the Company and7,829,785 of which (the "borrowed ADSs") the Company will loan to affiliatesof the underwriters of the Notes (the "ADS Borrowers"). Trina Solar has alsogranted the underwriters in the ADS Offering a 30-day option to purchase up toan additional 1,125,000 primary ADSs to cover over-allotments. The offering ofthe primary ADSs is contingent upon the consummation of both the concurrentoffering of the Notes and the offering of the borrowed ADSs, and theconcurrent offering of the Notes and the offering of the borrowed ADSs areboth contingent upon the consummation of the offering of the primary ADSs. The offerings are expected to close on October 6, 2014 subject to satisfyingcustomary closing conditions.The Notes will pay interest semi-annually at the annual rate of 4.0% and willmature on October 15, 2019. The Notes will be convertible into ADSs at aninitial conversion rate of 68,0851 ADSs per US$1,000 principal amount of theNotes (equivalent to an initial conversion price of approximately US$14.69 perADS), subject to adjustments under certain circumstances. The Notes may beredeemed by Trina Solar under certain circumstances. It is also contemplatedthat holders will have the right to require Trina Solar to repurchase theNotes on October 15, 2017 or upon the occurrence of certain fundamentalchanges.Trina Solar plans to use the net proceeds from Notes Offering for generalcorporate purposes, which may include the development of solar power projectsand their general financing requirements, expansion of manufacturing capacityand working capital.In connection with the Notes Offering, Trina Solar has entered into ADSlending agreements with the ADS Borrowers, pursuant to which Trina Solar willlend 7,829,785 borrowed ADSs to the ADS Borrowers. Concurrently with the NotesOffering, the ADS Borrowers will sell the borrowed ADSs pursuant to a separateprospectus supplement. 4,996,000 of the borrowed ADSs have been initiallyoffered at US$11.75 per ADS and the remaining borrowed ADSs will besubsequently sold at prevailing market prices at the time of sale or atnegotiated prices. The sale of the borrowed ADSs is intended to facilitateprivately negotiated transactions or short sales by which investors in theNotes will hedge their investment in the Notes. The ADS Borrowers will berequired to return the borrowed ADSs pursuant to the ADS lending agreements bythe maturity date of the Notes. The ADS Borrowers will receive all of theproceeds from the sale of the borrowed ADSs. Trina Solar will not receive anyproceeds from the offering of the borrowed ADSs, but will receive a nominallending fee from the ADS Borrowers, which the Company intends to use forgeneral corporate purposes. The borrowed ADSs are not outstanding for purposesof calculating earnings per share under current GAAP rules and therefore TrinaSolar will not incur share dilution from the borrowed ADSs.