The Company also commenced a concurrent offering of 8,800,000 American Depositary Shares (“ADSs”), each representing 50 ordinary shares of the Company, par value of US$0.00001 per share (the “ADS Offering”). Trina Solar has granted the underwriters in the ADS Offering a 30-day option to purchase up to an additional 1,320,000 ADSs to cover over-allotments. The closing of the Notes Offering is contingent upon the closing of the ADS Offering, and the closing of the ADS Offering is contingent upon the closing of the Notes Offering. The offerings are subject to market conditions and other factors.
The Notes will be convertible into Trina Solar’s ADSs and will mature on June 15, 2019. 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 June 15, 2017 or upon the occurrence of certain fundamental changes. The conversion rate and other terms of the Notes have not been finalized and will be determined at the time of pricing of the Note Offering.
In connection with the Notes Offering, the Company entered into zero-strike call options (the “call options”) with one or more of the initial purchasers (or their affiliates) of the Notes Offering (the “option counterparties”). The call options are intended to facilitate the hedging of their investments by the investors in the Notes. The Company has been advised that, in connection with establishing their initial hedge of the call options, the option counterparties (or their affiliates) expect to enter into one or more derivative transactions with respect to the ADSs with purchasers of the Notes concurrently with or after the pricing of the Notes. This activity could increase (or reduce the size of any decrease in) the market price of the ADSs or the Notes at that time. In addition, the option counterparties (or their affiliates) may modify their hedge positions by entering into or unwinding one or more derivative transactions with respect to the ADSs and/or purchasing or selling ADSs or other securities of the Company in secondary market transactions at any time, including following the pricing of the Notes and shortly after the maturity of the Notes (and, the Company has been advised, are likely to unwind their derivative transactions and/or purchase or sell ADSs in connection with any conversion, repurchase or redemption of the Notes). These activities could also cause or avoid an increase or cause or avoid a decrease in the market price of the ADSs or the Notes.
The Notes will be offered to qualified institutional buyers pursuant to Rule 144A and to non-U.S. persons outside the United States in reliance on Regulation S under the Securities Act of 1933, as amended (the “Securities Act”). The Notes, the ADSs deliverable upon conversion of the Notes and the ordinary shares represented thereby have not been and will not be registered under the Securities Act or the securities laws of any other place, and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements.