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Trina Solar Limited
("Trina Solar" or the "Company"), a global leader in photovoltaic ("PV")
modules, solutions and services, today announced the pricing of its previously
announced offering of US$100 million in aggregate principal amount of
convertible senior notes due 2019 (the "Notes") (the "Notes Offering"). Trina
Solar has also granted to the underwriters in the Notes Offering a 30-day
option to purchase up to an additional US$15 million in aggregate principal
amount of the Notes.
The Company also priced the concurrent offering of 10,333,785 American
Depositary Shares ("ADSs"), each representing 50 ordinary shares of the
Company, par value of US$0.00001 per share (the "ADS Offering"), 2,504,000 of
which (the "primary ADSs") are being offered and sold by the Company and
7,829,785 of which (the "borrowed ADSs") the Company will loan to affiliates
of the underwriters of the Notes (the "ADS Borrowers"). Trina Solar has also
granted the underwriters in the ADS Offering a 30-day option to purchase up to
an additional 1,125,000 primary ADSs to cover over-allotments. The offering of
the primary ADSs is contingent upon the consummation of both the concurrent
offering of the Notes and the offering of the borrowed ADSs, and the
concurrent offering of the Notes and the offering of the borrowed ADSs are
both contingent upon the consummation of the offering of the primary ADSs.
The offerings are expected to close on October 6, 2014 subject to satisfying
customary closing conditions.
The Notes will pay interest semi-annually at the annual rate of 4.0% and will
mature on October 15, 2019. The Notes will be convertible into ADSs at an
initial conversion rate of 68,0851 ADSs per US$1,000 principal amount of the
Notes (equivalent to an initial conversion price of approximately US$14.69 per
ADS), subject to adjustments under certain circumstances. The Notes may be
redeemed by Trina Solar under certain circumstances. It is also contemplated
that holders will have the right to require Trina Solar to repurchase the
Notes on October 15, 2017 or upon the occurrence of certain fundamental
changes.
Trina Solar plans to use the net proceeds from Notes Offering for general
corporate purposes, which may include the development of solar power projects
and their general financing requirements, expansion of manufacturing capacity
and working capital.
In connection with the Notes Offering, Trina Solar has entered into ADS
lending agreements with the ADS Borrowers, pursuant to which Trina Solar will
lend 7,829,785 borrowed ADSs to the ADS Borrowers. Concurrently with the Notes
Offering, the ADS Borrowers will sell the borrowed ADSs pursuant to a separate
prospectus supplement. 4,996,000 of the borrowed ADSs have been initially
offered at US$11.75 per ADS and the remaining borrowed ADSs will be
subsequently sold at prevailing market prices at the time of sale or at
negotiated prices. The sale of the borrowed ADSs is intended to facilitate
privately negotiated transactions or short sales by which investors in the
Notes will hedge their investment in the Notes. The ADS Borrowers will be
required to return the borrowed ADSs pursuant to the ADS lending agreements by
the maturity date of the Notes. The ADS Borrowers will receive all of the
proceeds from the sale of the borrowed ADSs. Trina Solar will not receive any
proceeds from the offering of the borrowed ADSs, but will receive a nominal
lending fee from the ADS Borrowers, which the Company intends to use for
general corporate purposes. The borrowed ADSs are not outstanding for purposes
of calculating earnings per share under current GAAP rules and therefore Trina
Solar will not incur share dilution from the borrowed ADSs.
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