Trina Solar Limited (NYSE: TSL),
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.
The Notes have been offered to qualified institutional buyers pursuant to Rule 144A and to non-U.S. persons outside the United Statesin 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.
This press release does not constitute an offer to sell or the solicitation of an offer to buy the securities, nor will there be any sale of the securities in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful. This press release contains information about the pending offerings of the ADSs and the Notes, and there can be no assurance that the offerings will be completed.
About Trina Solar Limited
Trina Solar Limited (NYSE: TSL) is a global leader in PV modules, solutions and services. Founded in 1997 as a PV system integrator,Trina Solar today drives smart energy together with installers, distributors, utilities, and developers worldwide. The Company’s industry-shaping position is based on innovation excellence, superior product quality, vertically integrated capabilities, and environmental stewardship.