Trina Solar Limited (NYSE: TSL), a global leader in photovoltaic (“PV”) modules, solutions and services, today announced that it closed the offering of US$115 million in aggregate principal amount of convertible senior notes due 2019, which included the exercise in full of the option to purchase an additional US$15 million aggregate principal amount of the Notes granted by Trina Solar. Trina Solar received aggregate net proceeds of approximately US$112.1 million after deducting discounts and commissions but before offering expenses from the Notes Offering.
The Company also closed the concurrent offering of 10,333,785 American Depositary Shares, each representing 50 ordinary shares of the Company, par value of US$0.00001 per share, 2,504,000 of which were offered and sold by the Company, at US$11.75 per ADS and 7,829,785 of which (the borrowed ADSs) were loaned to affiliates of the underwriters of the Notes (the ADS Borrowers), as described below. Trina Solar received aggregate net proceeds of approximately US$26.8 million after deducting discounts and commissions but before offering expenses from the ADS Offering. Trina Solar has also granted the underwriters in the ADS Offering a 30-day option to purchase up to an additional 1,125,000 ADSs in connection with the ADS Offering to cover over-allotments.
In connection with the Notes Offering, Trina Solar has entered into ADS lending agreements with the ADS Borrowers, pursuant to which Trina Solar loaned 7,829,785 borrowed ADSs to the ADS Borrowers. 4,996,000 borrowed ADS have been initially offered atUS$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 received all of the proceeds from the sale of the borrowed ADSs. Trina Solar did not receive any proceeds from the offering of the borrowed ADSs, but received 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 States in reliance on Regulation S under the Securities Act of 1933, as amended . 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.